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                                                                    Exhibit 10.2

                               SYNCHRONICITY, INC.

                           1996 STOCK PLAN, AS AMENDED


         1. PURPOSE. The purpose of the Synchronicity, Inc. 1996 Stock Plan (the
"Plan") is to encourage key employees of Synchronicity, Inc. (the "Company") and
of any present or future parent or subsidiary of the Company (collectively,
"Related Corporations") and other individuals who render services to the Company
or a Related Corporation, by providing opportunities to participate in the
ownership of the Company and its future growth through (a) the grant of options
which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"); (b) the grant of options
which do not qualify as ISOs ("Non-Qualified Options"); (c) awards of stock in
the Company ("Awards"); and (d) opportunities to make direct purchases of stock
in the Company ("Purchases"). Both ISOs and Non-Qualified Options are referred
to hereafter individually as an "Option" and collectively as "Options." Options,
Awards and authorizations to make Purchases are referred to hereafter
collectively as "Stock Rights." As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation,"
respectively, as those terms are defined in Section 424 of the Code.

         2. ADMINISTRATION OF THE PLAN.

               A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall (be
          administered by the Board of Directors of the Company (the "Board")
          or, subject to paragraph 2(D) (relating to compliance with Section
          162(m) of the Code), by a committee appointed by the Board (the
          "Committee"). Hereinafter, all references in this Plan to the
          "Committee" shall mean the Board if no Committee has been appointed.
          Subject to ratification of the grant or authorization of each Stock
          Right by the Board (if so required by applicable state law), and
          subject to the terms of the Plan, the Committee shall have the
          authority to (i) determine to whom (from among the class of employees
          eligible under paragraph 3 to receive ISOs) ISOs shall be granted, and
          to whom (from among the class of individuals and entities eligible
          under paragraph 3 to receive Non-Qualified Options and Awards and to
          make Purchases) Non-Qualified Options, Awards and authorizations to
          make Purchases may be granted; (ii) determine the time or times at
          which Options or Awards shall be granted or Purchases made; (iii)
          determine the purchase price of shares subject to each Option or
          Purchase, which prices shall not be less than the minimum price
          specified in paragraph 6; (iv) determine whether each Option granted
          shall be an ISO or a Non-Qualified Option; (v) determine (subject to
          paragraph 7) the time or times when each Option shall become
          exercisable and the duration of the exercise period; (vi) extend the
          period during which outstanding Options may be exercised; (vii)
          determine whether restrictions such as repurchase options are to be
          imposed on shares subject to Options, Awards and Purchases
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          and the nature of such restrictions, if any, and (viii) interpret the
          Plan and prescribe and rescind rules and regulations relating to it.
          If the Committee determines to issue a Non-Qualified Option, it shall
          take whatever actions it deems necessary, under Section 422 of the
          Code and the regulations promulgated thereunder, to ensure that such
          Option is not treated as an ISO. The interpretation and construction
          by the Committee of any provisions of the Plan or of any Stock Right
          granted under it shall be final unless otherwise determined by the
          Board. The Committee may from time to time adopt such rules and
          regulations for carrying out the Plan as it may deem advisable. No
          member of the Board or the Committee shall be liable for any action or
          determination made in good faith with respect to the Plan or any Stock
          Right granted under it.

               B. COMMITTEE ACTIONS. The Committee may select one of its members
          as its chairman, and shall hold meetings at such time and places as it
          may determine. A majority of the Committee shall constitute a quorum
          and acts of a majority of the members of the Committee at a meeting at
          which a quorum is present, or acts reduced to or approved in writing
          by all the members of the Committee (if consistent with applicable
          state law), shall be the valid acts of the Committee. From time to
          time the Board may increase the size of the Committee and appoint
          additional members thereof, remove members (with or without cause) and
          appoint new members in substitution therefor, fill vacancies however
          caused, or remove all members of the Committee and thereafter directly
          administer the Plan.

               C. GRANT OF STOCK RIGHTS TO BOARD MEMBERS. Stock Rights may be
          granted to members of the Board. All grants of Stock Rights to members
          of the Board shall in all respects be made in accordance with the
          provisions of this Plan applicable to other eligible persons. Members
          of the Board who either (i) are eligible to receive grants of Stock
          Rights pursuant to the Plan or (ii) have been granted Stock Rights may
          vote on any matters affecting the administration of the Plan or the
          grant of any Stock Rights pursuant to the Plan, except that no such
          member shall act upon the granting to himself or herself of Stock
          Rights, but any such member may be counted in determining the
          existence of a quorum at any meeting of the Board during which action
          is taken with respect to the granting to such member of Stock Rights.

               D. PERFORMANCE-BASED COMPENSATION. The Board, in its discretion,
          may take such action as may be necessary to ensure that Stock Rights
          granted under the Plan qualify as "qualified performance-based
          compensation" within the meaning of Section 162(m) of the Code and
          applicable regulations promulgated thereunder ("Performance-Based
          Compensation"). Such action may include, in the Board's discretion,
          some or all of the following (i) if the Board determines that Stock
          Rights granted under the Plan generally shall constitute
          Performance-Based Compensation, the Plan shall be administered, to the
          extent required for such Stock Rights to constitute Performance-Based
          Compensation, by a
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          Committee consisting solely of two or more "outside directors" (as
          defined in applicable regulations promulgated under Section 162(m) of
          the Code), (ii) if any Non-Qualified Options with an exercise price
          less than the fair market value per share of Common Stock are granted
          under the Plan and the Board determines that such Options should
          constitute Performance-Based Compensation, such options shall be made
          exercisable only upon the attainment of a pre-established, objective
          performance goal established by the Committee, and such grant shall be
          submitted for, and shall be contingent upon shareholder approval and
          (iii) Stock Rights granted under the Plan may be subject to such other
          terms and conditions as are necessary for compensation recognized in
          connection with the exercise or disposition of such Stock Right or the
          disposition of Common Stock acquired pursuant to such Stock Right, to
          constitute Performance-Based Compensation.

         3. ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted only to employees
of the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, nor disqualify such individual or entity from,
participation in any other grant of Stock Rights.

         4. STOCK. The stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock of the Company, par value $.01 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. The aggregate number of shares which may be issued pursuant to the Plan
is 235,590, subject to adjustment as provided in paragraph 13. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the unpurchased shares of
Common Stock subject to such Option shall again be available for grants of Stock
Rights under the Plan.

         No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 100,000 of shares of Common
Stock under the Plan during any fiscal year of the Company. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the shares subject to such
Option shall be included in the determination of the aggregate number of shares
of Common Stock deemed to have been granted to such employee under the Plan.

         5. GRANTING OF STOCK RIGHTS. Stock Rights may be granted under the Plan
at any time on or after December 18, 1996 and prior to December 18, 2006. The
date of grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant.

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6.   MINIMUM OPTION PRICE; ISO LIMITATIONS.

          A. PRICE FOR NON-QUALIFIED OPTIONS, AWARDS AND PURCHASES. Subject to
     paragraph 2(D) (relating to compliance with Section 162(m) of the Code),
     the exercise price per share specified in the agreement relating to each
     Non-Qualified Option granted, and the purchase price per share of stock
     granted in any Award or authorized as a Purchase, under the Plan may be
     less than the fair market value of the Common Stock of the Company on the
     date of grant; provided that, in no event shall such exercise price or such
     purchase price be less than the minimum legal consideration required
     therefor under the laws of any jurisdiction in which the Company or its
     successors in interest may be organized.

          B. PRICE FOR ISOS. The exercise price per share specified in the
     agreement relating to each ISO granted under the Plan shall not be less
     than the fair market value per share of Common Stock on the date of such
     grant. In the case of an ISO to be granted to an employee owning stock
     possessing more than ten percent (10%) of the total combined voting power
     of all classes of stock of the Company or any Related Corporation, the
     price per share specified in the agreement relating to such ISO shall not
     be less than one hundred ten percent (110%) of the fair market value per
     share of Common Stock on the date of grant. For purposes of determining
     stock ownership under this paragraph, the rules of Section 424(d) of the
     Code shall apply.

          C. $100,000 ANNUAL LIMITATION ON ISO VESTING. Each eligible employee
     may be granted Options treated as ISOs only to the extent that, in the
     aggregate under this Plan and all incentive stock option plans of the
     Company and any Related Corporation, ISOs do not become exercisable for the
     first time by such employee during any calendar year with respect to stock
     having a fair market value (determined at the time the ISOs were granted)
     in excess of $100,000. The Company intends to designate any Options granted
     in excess of such limitation as Non-Qualified Options, and the Company
     shall issue separate certificates to the optionee with respect to Options
     that are Non-Qualified Options and Options that are ISOs.

          D. DETERMINATION OF FAIR MARKET VALUE. If, at the time an Option is
     granted under the Plan, the Company's Common Stock is publicly traded,
     "fair market value" shall be determined as of the date of grant or, if the
     prices or quotes discussed in this sentence are unavailable for such date,
     the last business day for which such prices or quotes are available prior
     to the date of grant and shall mean (i) the average (on that date) of the
     high and low prices of the Common Stock on the principal national
     securities exchange on which the Common Stock is traded, if the Common
     Stock is then traded on a national securities exchange; or (ii) the last
     reported sale price (on that date) of the Common Stock on the Nasdaq
     National Market, if the Common Stock is not then traded on a national
     securities exchange; or (iii) the closing bid price (or average of bid
     prices) last quoted (on
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     that date) by an established quotation service for over-the-counter
     securities, if the Common Stock is not reported on the Nasdaq National
     Market. If the Common Stock is not publicly traded at the time an Option is
     granted under the Plan, "fair market value" shall mean the fair value of
     the Common Stock as determined by the Committee after taking into
     consideration all factors which it deems appropriate, including, without
     limitation, recent sale and offer prices of the Common Stock in private
     transactions negotiated at arm's length.

         7. OPTION DURATION. Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

         8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:

               A. VESTING. The Option shall either be fully exercisable on the
          date of grant or shall become exercisable thereafter in such
          installments as the Committee may specify.

               B. FULL VESTING OF INSTALLMENTS. Once an installment becomes
          exercisable, it shall remain exercisable until expiration or
          termination of the Option, unless otherwise specified by the
          Committee.

               C. PARTIAL EXERCISE. Each Option or installment may be exercised
          at any time or from time to time, in whole or in part, for up to the
          total number of shares with respect to which it is then exercisable.

               D. ACCELERATION OF VESTING. The Committee shall have the right to
          accelerate the date that any installment of any Option becomes
          exercisable; provided that the Committee shall not, without the
          consent of an optionee, accelerate the permitted exercise date of any
          installment of any Option granted to any employee as an ISO (and not
          previously converted into a Non-Qualified Option pursuant to paragraph
          16) if such acceleration would violate the annual vesting limitation
          contained in Section 422(d) of the Code, as described in paragraph
          6(C).

         9. TERMINATION OF EMPLOYMENT. Unless otherwise specified in the
agreement relating to such ISO, if an ISO optionee ceases to be employed by the
Company and all Related
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Corporations other than by reason of death or disability as defined in paragraph
10, no further installments of his or her ISOs shall become exercisable, and his
or her ISOs shall terminate on the earlier of (a) three months after the date of
termination of his or her employment, or (b) their specified expiration dates,
except to the extent that such ISOs (or unexercised installments thereof) have
been converted into Non-Qualified Options pursuant to paragraph 16. For purposes
of this paragraph 9, employment shall be considered as continuing uninterrupted
during any bona fide leave of absence (such as those attributable to illness,
military obligations or governmental service) provided that the period of such
leave does not exceed 90 days or, if longer, any period during which such
optionee's right to reemployment is guaranteed by statute or by contract. A bona
fide leave of absence with the written approval of the Committee shall not be
considered an interruption of employment under this paragraph 9, provided that
such written approval contractually obligates the Company or any Related
Corporation to continue the employment of the optionee after the approved period
of absence. ISOs granted under the Plan shall not be affected by any change of
employment within or among the Company and Related Corporations, so long as the
optionee continues to be an employee of the Company or any Related Corporation.
Nothing in the Plan shall be deemed to give any grantee of any Stock Right the
right to be retained in employment or other service by the Company or any
Related Corporation for any period of time.

          10.  DEATH; DISABILITY.

                    A. DEATH. If an ISO optionee ceases to be employed by the
               Company and all Related Corporations by reason of his or her
               death, any ISO owned by such optionee may be exercised, to the
               extent otherwise exercisable on the date of death, by the estate,
               personal representative or beneficiary who has acquired the ISO
               by will or by the laws of descent and distribution, until the
               earlier of (i) the specified expiration date of the ISO or (ii)
               180 days from the date of the optionee's death.

                    B. DISABILITY. If an ISO optionee ceases to be employed by
               the Company and all Related Corporations by reason of his or her
               disability, such optionee shall have the right to exercise any
               ISO held by him or her on the date of termination of employment,
               for the number of shares for which he or she could have exercised
               it on that date, until the earlier of (i) the specified
               expiration date of the ISO or (ii) 180 days from the date of the
               termination of the optionee's employment. For the purposes of the
               Plan, the term "disability" shall mean "permanent and total
               disability" as defined in Section 22(e)(3) of the Code or any
               successor statute.

         11. ASSIGNABILITY. No ISO shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee shall be exercisable only by such optionee. Stock
Rights other than ISOs shall be transferable to the extent set forth in the
agreement relating to such Stock Right.

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         12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

         13. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

                    A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common
               Stock shall be subdivided or combined into a greater or smaller
               number of shares or if the Company shall issue any shares of
               Common Stock as a stock dividend on its outstanding Common Stock,
               the number of shares of Common Stock deliverable upon the
               exercise of Options shall be appropriately increased or decreased
               proportionately, and appropriate adjustments shall be made in the
               purchase price per share to reflect such subdivision, combination
               or stock dividend.

                    B. CONSOLIDATIONS OR MERGERS. If the Company is to be
               consolidated with or acquired by another entity in a merger or
               other reorganization in which the holders of the outstanding
               voting stock of the Company immediately preceding the
               consummation of such event, shall, immediately following such
               event, hold, as a group, less than a majority of the voting
               securities of the surviving or successor entity, or in the event
               of a sale of all or substantially all of the Company's assets or
               otherwise (each, an "Acquisition"), the Committee or the board of
               directors of any entity assuming the obligations of the Company
               hereunder (the "Successor Board"), shall, as to outstanding
               Options, either (i) make appropriate provision for the
               continuation of such Options by substituting on an equitable
               basis for the shares then subject to such Options either (a) the
               consideration payable with respect to the outstanding shares of
               Common Stock in connection with the Acquisition, (b) shares of
               stock of the surviving or successor corporation or (c) such other
               securities as the Successor Board deems appropriate, the fair
               market value of which shall not materially exceed the fair market
               value of the shares of Common Stock subject to such Options
               immediately preceding the Acquisition; or (ii) upon written
               notice to the optionees, provide that all Options must be
               exercised,
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               to the extent then exercisable or to be exercisable as a result
               of the Acquisition, within a specified number of days of the date
               of such notice, at the end of which period the Options shall
               terminate; or (iii) terminate all Options in exchange for a cash
               payment equal to the excess of the fair market value of the
               shares subject to such Options (to the extent then exercisable or
               to be exercisable as a result of the Acquisition) over the
               exercise price thereof.

                    C. RECAPITALIZATION OR REORGANIZATION. In the event of a
               recapitalization or reorganization of the Company (other than a
               transaction described in subparagraph B above) pursuant to which
               securities of the Company or of another corporation are issued
               with respect to the outstanding shares of Common Stock, an
               optionee upon exercising an Option shall be entitled to receive
               for the purchase price paid upon such exercise the securities he
               or she would have received if he or she had exercised such Option
               prior to such recapitalization or reorganization.

                    D. MODIFICATION OF ISOS. Notwithstanding the foregoing, any
               adjustments made pursuant to subparagraphs A, B or C with respect
               to ISOs shall be made only after the Committee, after consulting
               with counsel for the Company, determines whether such adjustments
               would constitute a "modification" of such ISOs (as that term is
               defined in Section 424 of the Code) or would cause any adverse
               tax consequences for the holders of such ISOs. If the Committee
               determines that such adjustments made with respect to ISOs would
               constitute a modification of such ISOs or would cause adverse tax
               consequences to the holders, it may refrain from making such
               adjustments.

                    E. DISSOLUTION OR LIQUIDATION. In the event of the proposed
               dissolution or liquidation of the Company, each Option will
               terminate immediately prior to the consummation of such proposed
               action or at such other time and subject to such other conditions
               as shall be determined by the Committee.

                    F. ISSUANCES OF SECURITIES. 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 subject to
               Options. No adjustments shall be made for dividends paid in cash
               or in property other than securities of the Company.

                    G. FRACTIONAL SHARES. No fractional shares shall be issued
               under the Plan and the optionee shall receive from the Company
               cash in lieu of such fractional shares.

                    H. ADJUSTMENTS. Upon the happening of any of the events
               described in subparagraphs A, B or C above, the class and
               aggregate number of shares set
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                                      -9-


               forth in paragraph 4 hereof that are subject to Stock Rights
               which previously have been or subsequently may be granted under
               the Plan shall also be appropriately adjusted to reflect the
               events described in such subparagraphs. The Committee or the
               Successor Board shall determine the specific adjustments to be
               made under this paragraph 13 and, subject to paragraph 2, its
               determination shall be conclusive.

         14. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question. The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by such
Option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

         15. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on
December 18, 1996, subject, with respect to the validation of ISOs granted under
the Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the approval
of stockholders is not obtained prior to December 18, 1997, any grants of ISOs
under the Plan made prior to that date will be rescinded. The Plan shall expire
at the end of the day on December 17, 2006 (except as to Options outstanding on
that date). Subject to the provisions of paragraph 5 above, Options may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, without the approval of the stockholders obtained within 12 months before
or after the Board adopts a resolution authorizing any of the following actions:
(a) the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the provisions of
paragraph 3 regarding eligibility for grants of ISOs may not be modified; (c)
the provisions of paragraph 6(B) regarding the exercise price at which shares
may be offered pursuant to ISOs may
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not be modified (except by adjustment pursuant to paragraph 13); and (d) the
expiration date of the Plan may not be extended. Except as otherwise provided in
this paragraph 15, in no event may action of the Board or stockholders alter or
impair the rights of a grantee, without such grantee's consent, under any Stock
Right previously granted to such grantee.

         16. MODIFICATIONS OF ISOS; CONVERSION OF ISOS INTO NON-QUALIFIED
OPTIONS. Subject to paragraph 13(D), without the prior written consent of the
holder of an ISO, the Committee shall not alter the terms of such ISO (including
the means of exercising such ISO) if such alteration would constitute a
modification (within the meaning of Section 424(h)(3) of the Code). The
Committee, at the written request or with the written consent of any optionee,
may in its discretion take such actions as may be necessary to convert such
optionee's ISOs (or any installments or portions of installments thereof) that
have not been exercised on the date of conversion into Non-Qualified Options at
any time prior to the expiration of such ISOs, regardless of whether the
optionee is an employee of the Company or a Related Corporation at the time of
such conversion. Such actions may include, but shall not be limited to,
extending the exercise period or reducing the exercise price of the appropriate
installments of such ISOs. At the time of such conversion, the Committee (with
the consent of the optionee) may impose such conditions on the exercise of the
resulting Non-Qualified Options as the Committee in its discretion may
determine, provided that such conditions shall not be inconsistent with this
Plan. Nothing in the Plan shall be deemed to give any optionee the right to have
such optionee's ISOs converted into Non-Qualified Options, and no such
conversion shall occur until and unless the Committee takes appropriate action.
Upon the taking of such action, the Company shall issue separate certificates to
the optionee with respect to Options that are Non-Qualified Options and Options
that are ISOs.

         17. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

         18. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

         19. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the transfer of a Non-Qualified Stock Option pursuant to
an arm's-length transaction, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an
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                                      -11-


Option, (ii) the transfer of a Non-Qualified Stock Option, (iii) the grant of an
Award, (iv) the making of a Purchase of Common Stock for less than its fair
market value, or (v) the vesting or transferability of restricted stock or
securities acquired by exercising an Option, on the grantee's making
satisfactory arrangement for such withholding. Such arrangement may include
payment by the grantee in cash or by check of the amount of the withholding
taxes or, at the discretion of the Committee, by the grantee's delivery of
previously held shares of Common Stock or the withholding from the shares of
Common Stock otherwise deliverable upon exercise of a Option shares having an
aggregate fair market value equal to the amount of such withholding taxes.

         20. GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

         Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.

         21. GOVERNING LAW. The validity and construction of the Plan and the
instruments evidencing Stock Rights shall be governed by the laws of
Massachusetts, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.