EXHIBIT 4.2

                       ANDOVER ADVANCED TECHNOLOGIES, INC.

                                 1995 STOCK PLAN

         1.  Purpose.  This 1995 Stock Plan (the  "Plan") is intended to provide
incentives:  (a) to  the  officers  and  other  employees  of  ANDOVER  ADVANCED
TECHNOLOGIES,  INC.  (the  "Company"),  its parent  (if any) and any  present or
future  subsidiaries of the Company  (collectively,  "Related  Corporations") by
providing them with  opportunities  to purchase stock in the Company pursuant to
options  granted  hereunder  which qualify as "incentive  stock  options"  under
Section  422(b) of the Internal  Revenue  Code of 1986,  as amended (the "Code")
("ISO" or "ISOs"); (b) to directors,  officers, employees and consultants of the
Company  and  Related  Corporations  by  providing  them with  opportunities  to
purchase stock in the Company pursuant to options granted hereunder which do not
qualify as ISOs  ("Non-Qualified  Option" or  "Non-Qualified  Options");  (c) to
directors,  officers,  employees  and  consultants  of the  Company  and Related
Corporations  by providing them with awards of stock in the Company  ("Awards");
and (d) to directors,  officers,  employees and  consultants  of the Company and
Related  Corporations  by  providing  them  with  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 425 of the Code.

         2.       Administration of the Plan.
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         A. The Plan  shall be  administered  by the Board of  Directors  of the
Company  (the  "Board").  Members of the Board who are either (i)  eligible  for
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  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 him of Stock  Rights.  All
references in the Plan to the Committee shall mean the Board if no Committee has
been appointed pursuant to subparagraphs B or C of this Section 2 below.
<PAGE>
         B. The Board may delegate its powers with respect to the administration
of the Plan to a  compensation  committee  (the  "Committee")  appointed  by the
Board, provided that such Committee shall be composed pursuant to subparagraph C
below if the  Company  registers  any class of any equity  security  pursuant to
Section 12 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act").  The Committee  may select one of its members as its chairman,  and shall
hold meetings at such time and places as it may determine. Acts by a majority of
the  Committee,  or acts  reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee. From time to
time the Board may  increase or decrease 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. Notwithstanding the foregoing, if the Company registers any class of
any equity  security  pursuant to Section 12 of the Exchange Act, the Plan shall
be administered by the Committee (unless and until its members are not qualified
to serve on the Committee pursuant to the provisions of the Plan) which shall be
composed of not fewer than two (2)  members of the Board who shall be  appointed
from  time to time by the  Board.  No  member  of such  Committee  may  exercise
discretion  with respect to, or participate in, the  administration  of the Plan
if, at any time, while a member of the Committee or during the twelve (12)-month
period prior to such exercise or  participation,  he has been granted or awarded
Stock  Rights or any other  derivative  security  of the  Company  or any of its
affiliate under this Plan or any similar plan of the Company, except that:

             (a)  participation  in a  "Formula  Plan"  shall not  disqualify  a
director from being a disinterested person. A Formula Plan is a plan which:

                  (i) permits  officers  and/or  directors to receive awards and
                  either (A) states  the  amount and price of  securities  to be
                  awarded to designated  officers and directors or categories of
                  officers and directors,  though not  necessarily to others who
                  may  participate in the plan, and specifies the time of awards
                  to officers  and  directors  or (B) sets forth a formula  that
                  determines  the  amount,  price and  timing of  awards,  using
                  objective  criteria such as earnings of the Company,  value of
                  the  securities,  years of service,  job  classification,  and
                  compensation levels; and

                  (ii) provides that these plan provisions  shall not be amended
                  more than once  every six (6)  months,  other  than to comport
                  with  changes  in the Code,  the  Employee  Retirement  Income
                  Security Act ("ERISA"), or the rules thereunder;
<PAGE>
             (b) participation in an ongoing  securities  acquisition plan which
meets the  following  conditions  shall not  disqualify a director  from being a
disinterested person:

          (i) the plan provides for broad-based  employee  participation and the
     terms  of the plan do not  discriminate  in  favor  of  highly  compensated
     employees;

          (ii) officer or director  participants  making  withdrawals must cease
     further  purchases  in the plan for six (6) months,  or the  securities  so
     distributed  must be held  by the  participant  six  (6)  months  prior  to
     disposition;  provided, however, that extraordinary distributions of all of
     the Company's  securities held by the plan and  distributions in connection
     with  death,  retirement,  disability,  termination  of  employment,  or  a
     qualified  domestic  relations  order as  defined by the Code or Title I of
     ERISA, or the rules thereunder, are not subject to this requirement;

          (iii) officer or director  participants who cease participation in the
     plan may not participate again for at least six (6) months; and

          (iv) for  stock  purchase  plans  under  Section  423 of the  Internal
     Revenue Code or similar plans, where the purchase price of the stock is not
     fixed and the  participant  is not  obligated  to purchase  the stock until
     exercise of a right,  in addition to the  foregoing  conditions,  the stock
     acquired is held for six (6) months from the date the stock  purchase price
     is fixed.

             (c) an election to receive an annual retainer fee in either cash or
an equivalent amount of securities,  or partly in cash and partly in securities,
shall not disqualify a director from being a disinterested person; and

             (d)  participation  in a plan shall not  disqualify a director from
being a disinterested person for the purpose of administering  another plan that
does not permit participation by directors.
<PAGE>
         Members  of  the   Committee   shall  be  subject  to  any   additional
restrictions   necessary   to  satisfy  the   requirements   for   disinterested
administration of the Plan as set forth in Rule 16b-3 under the Exchange Act, as
it may be amended from time to time.  If at any time any member of the Committee
does  not  satisfy  such  disinterested  administration  requirements,  no stock
options  shall be granted  under the Plan to any director or officer  until such
time as all members of the Committee satisfy such requirements.

         D. 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,  if so appointed,  shall have the authority to
(i) determine the employees of the Company and Related  Corporations (from among
the class of employees  eligible under paragraph 3 to receive ISOs) to whom ISOs
may be  granted,  and to  determine  (from  among the class of  individuals  and
entities eligible under paragraph 3 to receive  Non-Qualified Options and Awards
and to make Purchases) to whom Non-Qualified Options,  awards and authorizations
to make  Purchases  may be granted;  (ii)  determine  the time or times at which
Options or Awards may be granted or Purchases  made;  (iii) determine the option
price of shares  subject to each Option,  which price shall not be less than the
minimum price of shares  subject to each Purchase;  (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) determine whether restrictions such as
repurchase  options are to be imposed on shares  subject to Options,  Awards and
Purchases and the nature of such  restrictions,  if any; and (vii) 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 best. 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.

         3. Eligible  Employees and Others.  ISOs may be granted to any employee
of the Company or any Related  Corporation.  Those officers and directors of the
Company  who  are  not  employees  may  not be  granted  ISOs  under  the  Plan.
Non-Qualified  Options,  Awards  and  authorizations  to make  Purchases  may be
granted to any  director  (whether  or not an  employee),  officer,  employee or
consultant of the Company or any Related Corporation.  The granting of any Stock
Right to any  individual  or entity shall  neither  entitle that  individual  or
entity to, nor  disqualify him from,  participation  in any other grant of Stock
Rights.
<PAGE>
         4. Stock.  The stock subject to Options,  Awards and Purchases shall be
authorized but unissued shares of Common Stock of the Company,  no par value 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  Twelve  Thousand  Two  Hundred  and  Fifty  (12,250),  subject  to
adjustment  as provided in paragraph  13. Any such shares may be issued as ISOs,
Non-Qualified Options or Awards, or to persons or entities making Purchases,  so
long as the number of shares so issued does not exceed such number, as adjusted.
If any Option  granted  under the Plan shall expire or terminate  for any reason
without  having been  exercisable  in whole or in part,  or if the Company shall
reacquire  any  vested  shares  issued  pursuant  to  Awards or  Purchases,  the
unpurchased shares subject to such Options and any unvested shares so reacquired
by the Company  shall again be  available  for grants of Stock  Rights under the
Plan.

         5. Granting of Stock Rights. Stock Rights may be granted under the Plan
at any time after  October 12, 1995 and prior to October 12,  2005.  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. The Committee shall have the right, with the consent of the optionee,  to
convert any ISO granted  under the Plan to a  Non-Qualified  Option  pursuant to
paragraph 16.

         6.       Minimum Option Price; ISO Limitations.
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         A. The 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.
<PAGE>
         B. In no event shall the aggregate fair market value (determined at the
time an ISO is granted) of Common  Stock for which ISOs  granted to any employee
are  exercisable  for the first time by such  employee  during any calendar year
(under all stock option plans of the Company and any Related Corporation) exceed
$100,000; provided that this paragraph 6(B) shall have no force or effect if its
inclusion in the Plan is not necessary for Options  issued as ISOs to qualify as
ISOs pursuant to Section 422(d) of the Code.

         C. 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 last business day for which the prices or quotes  discussed in this sentence
are  available  prior to the date such  Option is granted 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  List,  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  that  date)  by  an   established   quotation   service  for
over-the-counter  securities,  if the Common Stock is not reported on the NASDAQ
National Market List. However, if the Common Stock is not publicly traded at the
time an Option is granted under the Plan, "fair market value" shall be deemed to
be 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,  each Option  shall  expire on the date  specified  by the
Committee,  but not more  than (i) ten (10)  years  and one day from the date of
grant in the case of Non-Qualified Options, (ii) ten (10) years from the date of
grant in the case of ISOs  generally,  and (iii) five (5) 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.  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.
<PAGE>
         8.      Exercise of Option.  Subject to the provisions of paragraphs 9
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through 12, each Option granted under the Plan shallbe exercisable as follows:

     A. 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. Once an  installment  becomes  exercisable  it shall remain  exercisable
until expiration or termination of the Option, unless otherwise specified by the
Committee.

     C. 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. The Committee shall have the right to accelerate the date of exercise of
any installment of any Option;  provided that the Committee shall not accelerate
the 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).
<PAGE>
         9. Termination of Employment.  If an ISO optionee ceases to be employed
by the  Company and all  Related  Corporations  other than by reason of death or
disability as defined in paragraph 10, no further installments of his ISOs shall
become exercisable, and his ISOs shall terminate after the passage of sixty (60)
days, from the date of termination of his employment, but in no event later than
on 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.   Employment  shall  be  considered  as  continuing
uninterrupted during a 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 ninety (90) days or, if longer,  any period during
which such optionee's  right to  reemployment  is guaranteed by statute.  A bona
fide leave of absence with the written  approval of the  Committee  shall not be
considered  an  interruption  of employment  under the Plan,  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. If an ISO  optionee  ceases to be  employed  by the  Company and all
Related Corporations by reason of his death, any ISO of his may be exercised, to
the extent of the number or shares with respect to which he could have exercised
it on his death, by his estate,  personal  representative or beneficiary who has
acquired the ISO by will or by the laws of descent and distribution, at any time
prior to the earlier of the ISO's specified expiration date or 180 days from the
date of the optionee's death.

         B. If an ISO optionee  ceases to be  reemployed  by the Company and all
Related  Corporations  by reason of his  disability,  he shall have the right to
exercise any ISO held by him on the date of termination  of  employment,  to the
extent of the number of shares with respect to which he could have  exercised it
on that date, at any time prior to the earlier of the ISO's specified expiration
date or 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  successor
statute.
<PAGE>
         11.      Assignability.  No Stock Right shall be assignable or
                  -------------
transferable by the grantee except by will or by the laws of descent and
distribution, and during the lifetime of the grantee each Stock Right shall be
exercisable only by him.

         12.  Terms and  Conditions  of Options.  Options  shall be evidenced by
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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.  In granting any  Non-Qualified  Option,  the
Committee  may specify  that such  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 him 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. 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.
<PAGE>
         B. If the  Company is to be  consolidated  with or  acquired by another
entity in a merger,  sale of all or substantially all of the Company's assets or
otherwise  (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 the  consideration  payable with respect
to the outstanding shares of Common Stock in connection with the Acquisition; or
(ii) upon  written  notice to the  optionee,  provide  that all Options  must be
exercised, to the extent then exercisable,  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) over the exercise price thereof.

         C. In the event of  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 would have  received if he had exercised his Option prior to such
recapitalization or reorganization.

         D.  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 425 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, it may
refrain from making such adjustments.
<PAGE>
         E. 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. 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.       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. Upon the  happening  of any of the  foregoing  events  described  in
subparagraphs  A, B or C above,  the class and  aggregate  number of shares  set
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.

If any person or entity owning restricted Common Stock obtained by exercise of a
Stock Right made hereunder  receives  shares or securities or cash in connection
with a corporate  transaction  described in  subparagraphs  A, B or C above as a
result of owning such restricted Common Stock, such shares or securities or cash
shall be subject to all of the  conditions  and  restrictions  applicable to the
restricted  Common Stock with respect to which such shares or securities or cash
were issued,  unless  otherwise  determined  by the  Committee or the  Successor
Board.
<PAGE>
         14. Means of  Exercising  Stock  Rights.  A Stock Right (or any part or
             -----------------------------------
installment  thereof) shall be exercised by giving written notice to the Company
at its  principal  office  address.  Such notice shall  identify the Stock Right
being exercised and specify the number of shares as to which such Stock Right is
being  exercised,  accompanies  by full payment of the purchase  price  therefor
either  (a) in the  United  States  dollars  in cash or by check,  or (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 Stock Right, or (c) at the discretion of the Committee, by delivery
oft he 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, or (d) at the discretion of the  Committee,  by
any  combination  of (a),  (b) and (c) 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), or (d) 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 a Stock Right shall not have the rights of a stockholder
with respect to the shares covered by his Option until the date of issuance of a
stock certificate to him 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. Terms and Amendment of Plan. This Plan was adopted by the Board and
             ---------------------------
stockholders  on  October  12,  1995.  Any Stock  Rights  granted  prior to such
stockholder  approval shall become null and void if such stockholder approval is
not obtained. The Plan shall expire on October 12, 2005; provided, however, that
the Plan and all Stock  Rights  granted  under the Plan prior to such date shall
remain in effect and subject to  adjustment  and  amendment  as herein  provided
until they have been satisfied or terminated in accordance with the terms of the
respective  grants or awards and the related option  instruments.  The Board may
terminate or amend the Plan in any respect at any time without the authorization
of stockholders to the extent allowed by law,  including without  limitation any
rules issued by the Securities and Exchange  Commission  under Section 16 of the
Exchange Act, except that, unless approved by the stockholders,  it may not: (a)
increase the total number of shares that may be issued under the Plan (except by
adjustment  pursuant to paragraph  13); (b) modify the provisions of paragraph 3
regarding eligibility for grants of ISOs; (c) modify the provisions of paragraph
6(B)  regarding  the exercise  price at which shares may be offered  pursuant to
ISOs  (except  by  adjustment  pursuant  to  paragraph  13);  and (d) extend the
expiration date of the Plan. In no event may action of the Board or stockholders
alter or impair the rights of a grantee,  without his  consent,  under any Stock
Right previously granted to him.
<PAGE>
         16. Conversion of ISOs into Non-Qualified Options; Termination of ISOs.
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The  Committee,  at the written  request of any optionee,  may in its discretion
take such actions as may be necessary to convert such  optionee's  ISO's for any
installment 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 are not limited to,  extending the exercise  period or
reducing the exercise price of the appropriate  installments of such Options. 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. The Committee,  with the consent of the
optionee,  may also terminate any portion of any ISO that has not been exercised
at the time of such termination.

         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.      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.
<PAGE>
         19.  Withholding  of Additional  Income  Taxes.  Upon the exercise of a
Non-Qualified  Option, 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  20) or the vesting of  restricted  Common
Stock  acquired on the  exercise of a Stock Right  hereunder,  the  Company,  in
accordance  with Section  3402(a) of the Code,  may require the optionee,  Award
recipient  or purchaser to pay  additional  withholding  taxes in respect of the
amount that is considered compensation includible in such person's gross income.
The  Committee in its  discretion  may  condition (i) the exercise of an Option,
(ii) the grant of an Award,  (iii) the making of a Purchase of Common  Stock for
less than its fair market value, or (iv) the vesting of restricted  Common Stock
acquired by exercising a Stock Right on the grantee's payment of such additional
withholding taxes.

         20. Notice to Company of  Disqualified  Disposition.  Each employee who
             -----------------------------------------------
receives  an ISO must agree to notify the Company in writing  immediately  after
the employee  makes a  Disqualifying  Disposition  of any Common Stock  acquired
pursuant  to  the  exercise  of an  ISO.  A  Disqualifying  Disposition  is  any
disposition  (including  any sale) of such Common  Stock before the later of (a)
two (2) years  after the date the  employee  was  granted the ISO or (b) one (1)
year after the date the  employee  has died  before  such  stock is sold,  these
holding period  requirements do not apply and no  Disqualifying  Disposition can
occur thereafter.

         21. Governing Law;  Construction.  The validity and construction of the
Plan and the instruments  evidencing  Stock Rights shall be governed by the laws
of The  Commonwealth  of  Massachusetts.  In construing  this Plan, the singular
shall include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.
<PAGE>
AMENDMENT NO. 1 TO 1995 STOCK OPTION PLAN

         In accordance with the provisions of Section 15 of the Andover Advanced
Technologies,  Inc.  1995  Stock  Option  Plan,  the Plan is hereby  amended  as
follows:

     1.  Section 4 of the Plan is hereby  amended  by  increasing  the number of
shares  subject to the Plan from  12,250  shares to 32,250  shares of the no par
value common stock of the Corporation.

     2. This  amendment  shall take effect as of the date of its adoption by the
Andover Advanced Technologies,  Inc. Board of Directors and upon its approval by
the  stockholders  of Andover  Advanced  Technologies,  Inc. in accordance  with
Section 15 of the Plan.

     3.  Executed as herein  above  provided,  the Plan is hereby  ratified  and
confirmed in all respects.  Adopted by the Board of Directors  and  Stockholders
July 31, 1996

AMENDMENT NO. 2 TO 1995 STOCK OPTION PLAN

         In accordance with the provisions of Section 15 of the Andover Advanced
Technologies,  Inc.  1995  Stock  Option  Plan,  the Plan is hereby  amended  as
follows:

     1.  Section 4 of the Plan is hereby  amended  by  increasing  the number of
shares  subject to the Plan from  32,250  shares to 50,000  shares of the no par
value common stock of the Corporation.

     2. This  amendment  shall take effect as of the date of its adoption by the
Andover Advanced Technologies,  Inc. Board of Directors and upon its approval by
the  stockholders  of Andover  Advanced  Technologies,  Inc. in accordance  with
Section 15 of the Plan.

     3.  Executed as herein  above  provided,  the Plan is hereby  ratified  and
confirmed in all respects.  Adopted by the Board of Directors  and  Stockholders
June 24, 1997.
<PAGE>
AMENDMENT NO. 3 TO 1995 STOCK OPTION PLAN


         In accordance with the provisions of Section 15 of the Andover Advanced
Technologies,  Inc.  1995  Stock  Option  Plan,  the Plan is hereby  amended  as
follows:

     1.  Section 4 of the Plan is hereby  amended  by  increasing  the number of
shares  subject to the Plan from  50,000  shares to 75,000  shares of the no par
value common stock of the Corporation.

     2. This  amendment  shall take effect as of the date of its adoption by the
Andover Advanced Technologies,  Inc. Board of Directors and upon its approval by
the  stockholders  of Andover  Advanced  Technologies,  Inc. in accordance  with
Section 15 of the Plan.

     3.  Executed as herein  above  provided,  the Plan is hereby  ratified  and
confirmed in all respects.  Adopted by the Board of Directors  and  Stockholders
November 12, 1998