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                                   Exhibit 4.4


                                NETGENESIS CORP.

                          2001 NONQUALIFIED STOCK PLAN


SECTION 1.  General Purpose of the Plan; Definitions

The name of the plan is the NetGenesis Corp. 2001 Nonqualified Stock Plan (the
"Plan"). The purpose of the Plan is to encourage and enable officers and
employees of NetGenesis Corp. (the "Company") or its Subsidiaries and certain
other persons providing services to or acting as directors of the Company to
acquire a proprietary interest in the Company. It is anticipated that providing
such persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company and its
stockholders, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company. The Company intends that
this purpose will be effected by the granting of Awards (as defined below) under
the Plan.

The following terms shall be defined as set forth below:

"Award" or "Awards", except where referring to a particular category of grant
under the Plan, shall include Non-Statutory Stock Options, Restricted Stock
Awards, Unrestricted Stock Awards and Performance Share Awards.

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

"Cause" means (i) any material breach by the participant of any agreement to
which the participant and the Company are both parties, (ii) any act (other than
Normal Retirement) or omission to act by the participant which may have a
material and adverse effect on the Company's business or on the participant's
ability to perform services for the Company, including, without limitation, the
commission of any crime (other than minor traffic violations), or (iii) any
material misconduct or material neglect of duties by the participant in
connection with the business or affairs of the Company or any Subsidiary or
Affiliate of the Company.

"Change of Control" shall have the meaning set forth in Section 14.

"Code" means the Internal Revenue Code of 1986, as amended, and any successor
Code, and related rules, regulations and interpretations.

"Committee" shall have the meaning set forth in Section 2.

"Disability" means disability as set forth in Section 22(e)(3) of the Code.

"Effective Date" means January 4, 2001.

"Eligible Person" shall have the meaning set forth in Section 4.

"Fair Market Value" on any given date means the closing price per share of the
Stock on such date as reported by a nationally recognized stock exchange, or, if
the Stock is not listed on such an exchange, as reported by NASDAQ, or, if the
Stock is not quoted on NASDAQ, the fair market value of the Stock as determined
by the Committee.

"Non-Statutory Stock Option" means any Stock Option that is not an Incentive
Stock Option as defined in Section 422 of the Code.

"Normal Retirement" means retirement from active employment with the Company and
its Subsidiaries in accordance with the retirement policies of the Company and
its Subsidiaries then in effect.


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"Officer" means an officer as defined in Rule 16a-1(f) of the Securities
Exchange Act of 1934, as amended.

"Option" or "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5.

"Outside Director" means any director who (i) is not an employee of the Company
or of any "affiliated group," as such term is defined in Section 1504(a) of the
Code, which includes the Company (an "Affiliate"), (ii) is not a former employee
of the Company or any Affiliate who is receiving compensation for prior services
(other than benefits under a tax-qualified retirement plan) during the Company's
or any Affiliate's taxable year, (iii) has not been an officer of the Company or
any Affiliate and (iv) does not receive remuneration from the Company or any
Affiliate, either directly or indirectly, in any capacity other than as a
director. "Outside Director" shall be determined in accordance with Section
162(m) of the Code and the Treasury regulations issued thereunder.

"Performance Share Award" means an Award granted pursuant to Section 8.

"Restricted Stock" shall have the meaning set forth in Section 6.

"Restricted Stock Award" means an Award granted pursuant to Section 6.

"Stock" means the Common Stock, $.001 par value per share, of the Company,
subject to adjustments pursuant to Section 3.

"Subsidiary" means a subsidiary as defined in Section 424 of the Code.

"Unrestricted Stock Award" means an award granted pursuant to Section 7.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
AND DETERMINE AWARDS

(a) Committee. The Plan shall be administered by a committee of the Board (the
"Committee") consisting of not less than two (2) Outside Directors, but the
authority and validity of any act taken or not taken by the Committee shall not
be affected if any person administering the Plan is not an Outside Director. The
Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum, and all actions of the Committee shall
require the affirmative vote of a majority of its members. Any action may be
taken by a written instrument signed by all of the members, and any action so
taken shall be as fully effective as if it had been taken by a vote of a
majority of the members at a meeting duly called and held. Except as
specifically reserved to the Board under the terms of the Plan, the Committee
shall have full and final authority to operate, manage and administer the Plan
on behalf of the Company. Action by the Committee shall require the affirmative
vote of a majority of all members thereof.

(b) Powers of Committee. The Committee shall have the power and authority to
grant and modify Awards consistent with the terms of the Plan, including the
power and authority:

      (i)     to select the persons to whom Awards may from time to time be
      granted;

      (ii) to determine the time or times of grant, and the extent, if any, of
      Non-Statutory Stock Options, Restricted Stock, Unrestricted Stock and
      Performance Shares, or any combination of the foregoing, granted to any
      one or more participants;

      (iii)   to determine the number of shares to be covered by any Award;

      (iv) to determine and modify the terms and conditions, including
      restrictions, not inconsistent with the terms of the Plan, of any Award,
      which terms and conditions may differ among individual Awards and
      participants, and to approve the form of written instruments evidencing
      the Awards; provided, however, that no such action shall adversely affect
      rights under any outstanding Award without the participant's consent;

      (v)     to accelerate the exercisability or vesting of all or any portion
      of any Award;


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      (vi)    subject to the provisions of Section 5(b), to extend the period in
      which any outstanding Stock Option may be exercised;

      (vii)   to determine whether, to what extent, and under what circumstances
      Stock and other amounts payable with respect to an Award shall be deferred
      either automatically or at the election of the participant and whether and
      to what extent the Company shall pay or credit amounts equal to interest
      (at rates determined by the Committee) or dividends or deemed dividends on
      such deferrals;

      (viii)  to delegate to other persons the responsibility for performing
      ministerial actions in furtherance of the Plan's purpose; and

      (ix)    to adopt, alter and repeal such rules, guidelines and practices
      for administration of the Plan and for its own acts and proceedings as it
      shall deem advisable; to interpret the terms and provisions of the Plan
      and any Award (including related written instruments); to make all
      determinations it deems advisable for the administration of the Plan; to
      decide all disputes arising in connection with the Plan; and to otherwise
      supervise the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants.

SECTION 3.  SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a) Shares Issuable. The maximum number of shares of Stock with respect to which
Awards may be granted under the Plan, subject to adjustment upon changes in
capitalization of the Company as provided in this Section 3, shall be 1,000,000
shares of Stock. For purposes of this limitation, if any shares of Stock covered
by an Award granted under the Plan, or to which such an Award relates, are
forfeited, or if an Award has expired, terminated or been canceled for any
reason whatsoever (other than by reason of exercise or vesting), then such
shares of Stock or the shares of Stock covered by such Award, as the case may
be, shall be added back to the shares of Stock with respect to which Awards may
be granted under the Plan. Subject to such overall limitation, any type or types
of Award may be granted with respect to shares of Stock. Shares of Stock issued
under the Plan may be authorized but unissued shares or shares reacquired by the
Company.

(b) Limitation on Awards. Notwithstanding anything to the contrary set forth
herein, to the extent necessary to qualify as a "broadly based plan" under the
applicable Marketplace Rules of the Nasdaq Stock Market, Inc. ("Nasdaq"), no
more than forty-nine percent (49%) of the Awards hereunder shall be granted to
directors and Officers of the Company as measured on the earlier of the date of
the Plan's expiration or the third anniversary of the Effective Date, and on
each anniversary thereafter, unless otherwise approved by Nasdaq.

(c) Stock Dividends, Mergers, etc. In the event that the Company effects a stock
dividend, stock split or similar change in capitalization affecting the Stock,
the Committee shall make appropriate adjustments in (i) the number and kind of
shares of stock or securities with respect to which Awards may thereafter be
granted (including without limitation the limitations set forth in Sections 3(a)
and (b) above), (ii) the number and kind of shares remaining subject to
outstanding Awards, and (iii) the option or purchase price in respect of such
shares.

(d) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances. Shares which may be delivered under
such substitute awards may be in addition to the maximum number of shares
provided for in Section 3(a).

SECTION 4.  ELIGIBILITY

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Subject to the limitations set forth in Section 3(b), Awards may be granted to
officers, directors and employees of the Company or its Subsidiaries and to
consultants and other individuals providing services to the Company or its
Subsidiaries ("Eligible Persons").

SECTION 5.  STOCK OPTIONS

The Committee may grant Stock Options to Eligible Persons pursuant to the Plan.
Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve. Stock Options granted under the Plan shall be
Non-Statutory Stock Options.

The Committee in its discretion may determine the effective date of Stock
Options. Stock Options granted pursuant to this Section 5 shall be subject to
the following terms and conditions and the terms and conditions of Sections 9
and 14 and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:

      (a) Exercise Price. The exercise price per share for the Stock covered by
      a Stock Option granted pursuant to this Section 5 shall be determined by
      the Committee at the time of grant.

      (b) Option Term. The term of each Stock Option shall be fixed by the
      Committee, but no Stock Option shall be exercisable more than ten (10)
      years after the date the option is granted.

      (c) Exercisability; Rights of a Stockholder. Stock Options shall become
      vested and exercisable at such time or times, whether or not in
      installments, as shall be determined by the Committee at or after the
      grant date. The Committee may at any time accelerate the exercisability of
      all or any portion of any Stock Option. An optionee shall have the rights
      of a stockholder only as to shares acquired upon the exercise of a Stock
      Option and not as to unexercised Stock Options.

      (d) Method of Exercise. Stock Options may be exercised in whole or in
      part, by delivering written notice of exercise to the Company, specifying
      the number of shares to be purchased. Payment of the purchase price may be
      made by one or more of the following methods:

            (i)   in cash, by certified or bank check or other instrument
            acceptable to the Committee;

            (ii)  in the form of shares of Stock owned by the optionee for a
            period of at least six (6) months and not then subject to
            restrictions, if permitted by the Committee, in its discretion. Such
            surrendered shares shall be valued at Fair Market Value on the
            exercise date;

            (iii) by the optionee delivering to the Company a properly executed
            exercise notice together with irrevocable instructions to a broker
            to promptly deliver to the Company cash or a check payable and
            acceptable to the Company to pay the purchase price; provided that
            in the event the optionee chooses to pay the purchase price as so
            provided, the optionee and the broker shall comply with such
            procedures and enter into such agreements of indemnity and other
            agreements as the Committee shall prescribe as a condition of such
            payment procedure. The Company need not act upon such exercise
            notice until the Company receives full payment of the exercise
            price; or

            (iv)  by any other means (including, without limitation, by delivery
            of a promissory note of the optionee payable on such terms as are
            specified by the Committee; provided, however, that the interest
            rate borne by such note shall not be less than the lowest applicable
            federal rate, as defined in Section 1247(d) of the Code) which the
            Committee determines are consistent with the purpose of the Plan and
            with applicable laws and regulations.

      The delivery of certificates representing shares of Stock to be purchased
      pursuant to the exercise of a Stock Option will be contingent upon receipt
      from the Optionee (or a purchaser acting in his stead in accordance with
      the provisions of the Stock Option) by the Company of the full purchase
      price for such shares and the fulfillment of any other requirements
      contained in the Stock Option or imposed by applicable law.


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      (e) Non-transferability of Options. Except as the Committee may otherwise
      provide, no Stock Option shall be transferable other than by will or by
      the laws of descent and distribution and all Stock Options shall be
      exercisable, during the optionee's lifetime, only by the optionee.

      (f) Form of Settlement. Shares of Stock issued upon exercise of a Stock
      Option shall be free of all restrictions under the Plan, except as
      otherwise provided in this Plan.

SECTION 6.  RESTRICTED STOCK AWARDS

(a) Nature of Restricted Stock Award. The Committee in its discretion may grant
Restricted Stock Awards to any Eligible Person, entitling the recipient to
acquire, for a purchase price determined by the Committee, shares of Stock
subject to such restrictions and conditions as the Committee may determine at
the time of grant ("Restricted Stock"), including continued employment and/or
achievement of pre-established performance goals and objectives.

(b) Acceptance of Award. A participant who is granted a Restricted Stock Award
shall have no rights with respect to such Award unless the participant shall
have accepted the Award within 10 days (or such shorter date as the Committee
may specify) following the delivery of written notice to the participant of the
Award by making payment to the Company of the specified purchase price of the
shares covered by the Award and by executing and delivering to the Company a
written instrument that sets forth the terms and conditions applicable to the
Restricted Stock in such form as the Committee shall determine.

(c) Rights as a Stockholder. Upon complying with Section 6(b) above, a
participant shall have all the rights of a stockholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.

(d) Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement and for Cause), the Company shall have the right, at the discretion
of the Committee, to repurchase shares of Restricted Stock with respect to which
conditions have not lapsed at their purchase price, or to require forfeiture of
such shares to the Company if acquired at no cost, from the participant or the
participant's legal representative. The Company must exercise such right of
repurchase or forfeiture within 60 days following such termination of employment
(unless otherwise specified in the written instrument evidencing the Restricted
Stock Award).

(e) Vesting of Restricted Stock. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company's right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the shares
on which all restrictions have lapsed shall no longer be Restricted Stock and
shall be deemed "vested." The Committee at any time may accelerate such date or
dates and otherwise waive or, subject to Section 12, amend any conditions of the
Award.

(f) Waiver, Deferral and Reinvestment of Dividends. The written instrument
evidencing the Restricted Stock Award may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Stock.

SECTION 7.  UNRESTRICTED STOCK AWARDS

(a) Grant or Sale of Unrestricted Stock. The Committee in its discretion may
grant or sell to any Eligible Person shares of Stock free of any restrictions
under the Plan ("Unrestricted Stock") at a purchase price determined by the
Committee. Shares of Unrestricted Stock may be granted or sold as described in
the preceding sentence in respect of past services or other valid consideration.


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(b) Restrictions on Transfers. The right to receive unrestricted Stock may not
be sold, assigned, transferred, pledged or otherwise encumbered, other than by
will or the laws of descent and distribution.

SECTION 8.  PERFORMANCE SHARE AWARDS

Nature of Performance Shares. A Performance Share Award is an award entitling
the recipient to acquire shares of Stock upon the attainment of specified
performance goals. The Committee may make Performance Share Awards independent
of or in connection with the granting of any other Award under the Plan.
Performance Share Awards may be granted under the Plan to any Eligible Person.
The Committee in its discretion shall determine whether and to whom Performance
Share Awards shall be made, the performance goals applicable under each such
Award, the periods during which performance is to be measured, and all other
limitations and conditions applicable to the awarded Performance Shares.

SECTION 9.  TERMINATION OF STOCK OPTIONS

(a)      Standard Termination Provisions:

            (i) Termination by Death. If any participant's employment by or
            services to the Company and its Subsidiaries terminates by reason of
            death, any Stock Option owned by such participant may thereafter be
            exercised to the extent exercisable at the date of death, by the
            legal representative or legatee of the participant, for a period of
            one year (or such longer period as the Committee shall specify at
            any time) from the date of death, or until the expiration of the
            stated term of the Stock Option, if earlier.

            (ii)  Termination by Reason of Disability or Normal Retirement.

                  (A) Any Stock Option held by a participant whose employment by
                  or service to the Company and its Subsidiaries has terminated
                  by reason of Disability may thereafter be exercised, to the
                  extent it was exercisable at the time of such termination, for
                  a period of 180 days from the date of such termination, or
                  until the expiration of the stated term of the Option, if
                  earlier.

                  (B) Any Stock Option held by a participant whose employment by
                  or service to the Company and its Subsidiaries has terminated
                  by reason of Normal Retirement may thereafter be exercised, to
                  the extent it was exercisable at the time of such termination,
                  for a period of 90 days from the date of such termination, or
                  until the expiration of the stated term of the Option, if
                  earlier.

                  (C) The Committee shall have sole authority and discretion to
                  determine whether a participant's employment or services have
                  been terminated by reason of Disability or Normal Retirement.

                  (D) Except as otherwise provided by the Committee at the time
                  of grant, the death of a participant during a period provided
                  in this Section 9(a)(ii) for the exercise of a Stock Option
                  shall extend such period for one (1) year from the date of
                  death, subject to termination on the expiration of the stated
                  term of the Option, if earlier.

            (iii) Termination for Cause. If any participant's employment by or
            service to the Company and its Subsidiaries has been terminated for
            Cause, any Stock Option held by such participant shall immediately
            terminate and be of no further force and effect; provided, however,
            that the Committee may, in its sole discretion at the time of such
            termination, provide that such Option can be exercised for a period
            of up to 60 days from the date of termination, or until the
            expiration of the stated term of the Option, if earlier.

            (iv) Other Termination. Unless otherwise determined by the
            Committee, if a participant's employment by or services to the
            Company and its Subsidiaries terminates for any reason other than
            death, Disability, Normal Retirement or for Cause, any Stock Option
            held by such participant may


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            thereafter be exercised, to the extent it was exercisable on the
            date of such termination, for 60 days from the date of termination,
            or until the expiration of the stated term of the Option, if
            earlier.

(b) Committee Discretion. Notwithstanding the foregoing, the Committee may grant
Stock Options under the Plan which contain such terms and conditions with
respect to its termination as the Committee, in its discretion, may from time to
time determine.

SECTION 10.  TAX WITHHOLDING

(a) Payment by Participant. Each participant shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the participant for Federal
income tax purposes, pay to the Company, or make arrangements satisfactory to
the Committee regarding the payment of, any Federal, state or local taxes of any
kind required by law to be withheld with respect to such income. The Company and
its Subsidiaries shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the participant.

(b) Payment in Shares. A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii) transferring
to the Company shares of Stock owned by the participant for a period of at least
six (6) months and with an aggregate Fair Market Value (as of the date the
withholding is effected) that would satisfy the withholding amount due.

SECTION 11.  TRANSFER, LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a termination
of employment:

(a) a transfer to the employment of the Company from a Subsidiary or from the
Company to a Subsidiary, or from one Subsidiary to another; and

(b) an approved leave of absence for military service or sickness, or for any
other purpose approved by the Company, if the employee's right to re-employment
is guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Committee otherwise so provides
in writing.

SECTION 12.  AMENDMENTS AND TERMINATION

The Board may at any time amend or discontinue the Plan and the Committee may at
any time amend or cancel any outstanding Award (or provide substitute Awards at
the same or reduced exercise or purchase price or with no exercise or purchase
price, but such price, if any, must satisfy the requirements which would apply
to the substitute or amended Award if it were then initially granted under this
Plan) for the purpose of satisfying changes in law or for any other lawful
purpose, but no such action shall adversely affect rights under any outstanding
Award without the holder's consent.

SECTION 13.  STATUS OF PLAN

With respect to the portion of any Award which has not been exercised, a
participant shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company's obligations
to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the
provision of the foregoing sentence.

SECTION 14.  CHANGE OF CONTROL PROVISIONS

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(a) Upon the occurrence of a Change of Control as defined in this Section 14:

            (i) after the effective date of such Change of Control, each holder
            of an outstanding Stock Option, Restricted Stock Award or
            Performance Share Award shall be entitled, upon exercise of such
            Award, to receive, in lieu of shares of Stock, shares of such stock
            or other securities, cash or property (or consideration based upon
            shares of such stock or other securities, cash or property) as the
            holders of shares of Stock received in connection with the Change of
            Control; and

            (ii) the vesting schedule, if any, of each unexercised and unexpired
            Stock Option, Restricted Stock Award, and Performance Share Award
            shall, effective immediately prior to the effective date of such
            Change of Control, be accelerated by twelve (12) months such that an
            additional number of shares, equal to the number that under the
            terms of the Award in question would have vested had the holder
            remained employed during the twelve (12) month period following the
            effective date of the Change of Control, will vest immediately prior
            to the effective date of the Change of Control.

(b) "Change of Control" shall mean the occurrence of any one of the following
events:

            (i) any "person" becomes a "beneficial owner" (as such terms are
            defined in Rule 13d-3 promulgated under the Securities and Exchange
            Act of 1934, as amended) (other than the Company, any trustee or
            other fiduciary holding securities under an employee benefit plan of
            the Company, or any corporation owned, directly or indirectly, by
            the stockholders of the Company in substantially the same
            proportions as their ownership of stock of the Company), directly or
            indirectly, of securities of the Company representing fifty percent
            (50%) or more of the combined voting power of the Company's then
            outstanding securities; or

            (ii) the stockholders of the Company approve a merger or
            consolidation of the Company with any other corporation or other
            entity, other than a merger or consolidation which would result in
            the voting securities of the Company outstanding immediately prior
            thereto continuing to represent (either by remaining outstanding or
            by being converted into voting securities of the surviving entity)
            more than fifty percent (50%) of the combined voting power of the
            voting securities of the Company or such surviving entity
            outstanding immediately after such merger or consolidation; or

            (iii) the stockholders of the Company approve a plan of complete
            liquidation of the Company or an agreement for the sale or
            disposition by the Company of all or substantially all of the
            Company's assets.

SECTION 15.  GENERAL PROVISIONS

(a) No Distribution; Compliance with Legal Requirements. The Committee may
require each person acquiring shares pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.

No shares of Stock shall be issued pursuant to an Award until all applicable
securities laws and other legal and stock exchange requirements have been
satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

(b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

(c) Other Compensation Arrangements; No Employment Rights. Nothing contained in
this Plan shall prevent the Board from adopting other or additional compensation
arrangements, including trusts, subject to stockholder approval if such approval
is required; and such arrangements may be either generally applicable or
applicable only in specific cases. The adoption of the Plan or any Award under
the Plan does not confer upon any employee any right to continued employment
with the Company or any Subsidiary.


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SECTION 16.  EFFECTIVE DATE OF PLAN

The Plan shall become effective upon the adoption by the Board of Directors of
the Company.

SECTION 17.  GOVERNING LAW

This Plan shall be governed by, and construed and enforced in accordance with,
the substantive laws of the Commonwealth of Massachusetts without regard to its
principles of conflicts of laws.


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