<PAGE>


                                                                 Exhibit 10.29

                                  I-MANY, INC.

                         2001 EMPLOYEE STOCK OPTION PLAN

1.     Purpose

       The purpose of this 2001 Employee Stock Option Plan (the "Plan") of
I-many, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").

2.     ELIGIBILITY

       All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options (an "Award") under the Plan. Each person who has
been granted an Award under the Plan shall be deemed a "Participant."
Notwithstanding the foregoing, the number of options which may be granted to
officers and directors of the Company under the Plan may not exceed 25,000
shares in the aggregate.

3.     ADMINISTRATION, DELEGATION

       (a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

       (b) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall


<PAGE>


mean the Board or a Committee of the Board to the extent that the Board's powers
or authority under the Plan have been delegated to such Committee.

4.     STOCK AVAILABLE FOR AWARDS. Subject to adjustment under Section 6, Awards
may be made under the Plan for up to 1,000,000 shares of common stock, $0.0001
par value per share, of the Company (the "Common Stock"). If any Award expires
or is terminated, surrendered or canceled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being
issued, the unused Common Stock covered by such Award shall again be available
for the grant of Awards under the Plan. Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury shares.

5.     STOCK OPTIONS

       (a) GENERAL. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. All Options shall be deemed to be non-statutory options
and shall not qualify as incentive stock options under Section 422 of the
Internal Revenue Code.

       (b) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

       (c) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement provided, however, that no Option will be granted
for a term in excess of 10 years.

       (d) EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(e) for the number of
shares for which the Option is exercised.

       (e) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

            (1) in cash or by check, payable to the order of the Company;

            (2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;


                                      -2-

<PAGE>


            (3) to the extent permitted by the Board, in its sole discretion by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or

            (4) by any combination of the above permitted forms of payment.

6.     ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

       (a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each outstanding Option, and (iii) the terms of each other outstanding Award
shall be appropriately adjusted by the Company (or substituted Awards may be
made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 6(a) applies and Section 6(c) also applies to any event, Section 6(c)
shall apply to such event, and this Section 6(a) shall not apply.

       (b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation or
dissolution of the Company, the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date.

       (c) REORGANIZATION EVENTS.

            (1) DEFINITION. A "Reorganization Event" shall mean: (a) any merger
or consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property or (b) any exchange of all
of the Common Stock of the Company for cash, securities or other property
pursuant to a share exchange transaction.

            (2) CONSEQUENCES OF A REORGANIZATION EVENT ON OPTIONS. Upon the
occurrence of a Reorganization Event, or the execution by the Company of any
agreement with respect to a Reorganization Event, the Board shall provide that
all outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Reorganization Event, the Option confers the right
to purchase, for each share of Common Stock subject to the Option immediately
prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if the

                                      -3-

<PAGE>


consideration received as a result of the Reorganization Event is not solely
common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise of
Options to consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent in fair market value to the per
share consideration received by holders of outstanding shares of Common Stock as
a result of the Reorganization Event.

       Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the Participants, provide
that all then unexercised Options will become exercisable in full as of a
specified time prior to the Reorganization Event and will terminate immediately
prior to the consummation of such Reorganization Event, except to the extent
exercised by the Participants before the consummation of such Reorganization
Event; provided, however, that in the event of a Reorganization Event under the
terms of which holders of Common Stock will receive upon consummation thereof a
cash payment for each share of Common Stock surrendered pursuant to such
Reorganization Event (the "Acquisition Price"), then the Board may instead
provide that all outstanding Options shall terminate upon consummation of such
Reorganization Event and that each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of Common Stock subject to
such outstanding Options (whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options.

7.     GENERAL PROVISIONS APPLICABLE TO AWARDS

       (a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

       (b) DOCUMENTATION. Each Award shall be evidenced by a written instrument
in such form as the Board shall determine. Each Award may contain terms and
conditions in addition to those set forth in the Plan.

       (c) BOARD DISCRETION. Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

       (d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator or guardian or the person designated to receive
amounts due to the Participant or to exercise the rights of the Participant in
the event of the

                                      -4-

<PAGE>


Participant's death (or, in the absence of such a designation, the Participant's
estate) (the "Designated Beneficiary") may exercise rights under the Award.

       (e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their fair market value as determined by (or in a manner approved by) the Board
in good faith ("Fair Market Value"). The Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to a Participant.

       (f) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, and changing the date of exercise or
realization, provided that the Participant's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.

       (g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan until (i) all conditions
of the Award have been met or removed to the satisfaction of the Company, (ii)
in the opinion of the Company's counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market
rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or
regulations.

       (h) ACCELERATION. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part.


8.     MISCELLANEOUS

       (a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

       (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record

                                      -5-

<PAGE>


holder of such shares. Notwithstanding the foregoing, in the event the Company
effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted
as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled
to receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding the
fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.


       (c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board. No Awards shall be granted under
the Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but Awards previously granted may extend beyond that date.

       (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

       (e) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

       (f) SCHEDULES APPLICABLE TO ELIGIBLE UK EMPLOYEES. Attached hereto are
Schedules to the Plan relating to the grant of Options to Eligible UK Employees.
Such Schedules shall constitute a part of this Plan.

                                      -6-

<PAGE>


                                    SCHEDULE

     (APPROVED BY THE INLAND REVENUE ON [ ] 2001 UNDER REFERENCE X21907)

                                       TO

                                THE I-MANY, INC.
                       2001 EMPLOYEE STOCK INCENTIVE PLAN


(A)    This Schedule shall form part of the rules of the I-many, Inc. 2001
       Employee Stock Option Plan ("Plan").

(B)    In this Schedule the words and expressions defined herein shall have the
       same meaning when used in this Schedule and the provisions of the Plan
       shall apply to the provisions of this Schedule except where expressly
       varied herein.

(C)    For the purposes of this Schedule, the following terms shall have the
       following meanings:-

       "APPROPRIATE PERIOD"        the meaning given by Paragraph 15(2)
                                   of Schedule 9 to ICTA 1988;

       "ASSOCIATED COMPANY"        an associated company of the Company
                                   within the meaning that expression bears in
                                   Section 187(2) of ICTA 1988;

       "CLOSE COMPANY"             a close company as defined in
                                   Section 414(1) ICTA 1988 as varied by
                                   paragraph 8 of Schedule 9 to ICTA 1988;

       "CONTROL"                   the meaning given by Section 840 ICTA 1988;

       "DATE OF GRANT"             the date on which an Option is, was
                                   or is to be granted under the Plan;

       "ELIGIBLE UK EMPLOYEE"      any individual who:

                                   (1)    at the Date of Grant is a director
                                          (who is required to work at least 25
                                          hours a week exclusive of meal breaks)
                                          or an employee of a Participating
                                          Company; and

                                   (2)    has not at the Date of Grant, and has
                                          not had within the preceding 12
                                          months, a Material

                                      -7-

<PAGE>


                                          Interest in a Close Company which is:

                                          (i)    the Company; or

                                          (ii)   a company which has Control of
                                                 the Company or is a Member of a
                                                 Consortium which owns the
                                                 Company;

       "EXERCISE PRICE"            the price per Share, as determined by
                                   the Board, at which an Eligible UK Employee
                                   may acquire Shares upon the exercise of an
                                   Option being not less than:-

                                   (1)    the Market Value of a Share:-

                                          (i)    subject to (ii) below, on the
                                                 day immediately preceding the
                                                 Date of Grant; or

                                          (ii)   if the Board so determines, at
                                                 such earlier time or times as
                                                 the Board may determine (with
                                                 previous agreement in writing
                                                 of the Inland Revenue); and

                                   (2)    if the Shares are to be subscribed,
                                          their nominal value;

                                   but subject to any adjustment pursuant to
                                   Section 6(a) as amended by this Schedule;

       "ICTA 1988"                 the Income and Corporation Taxes Act 1988;

       "INDIVIDUAL APPROVED        the limit specified from time to time in
       OPTION LIMIT"               paragraph 28 of Schedule 9 to ICTA 1988;

       "LONDON STOCK EXCHANGE"     the London Stock Exchange plc or any
                                   successor company or body carrying on
                                   the business of the London Stock Exchange
                                   plc;

       "MARKET VALUE"              in relation to a Share on any day:-

                                   (1)    if and so long as the Shares are
                                          listed on the London Stock Exchange or
                                          the New York Stock Exchange, its
                                          middle market quotation; or

                                      -8-

<PAGE>


                                   (2)    subject to (1) above, its market
                                          value, determined in accordance with
                                          Part VIII of the Taxation of
                                          Chargeable Gains Act 1992 and agreed
                                          in advance with the Shares Valuation
                                          Division of the Inland Revenue;

       "MATERIAL INTEREST"        the meaning given by Section 187(3) ICTA 1988;

       "MEMBER OF A CONSORTIUM"   the meaning given in Section 187(7) ICTA 1988;


       "OPTION TERM"              the period from the first anniversary
                                  of the Date of Grant until the day prior to
                                  tenth anniversary of the Date of Grant, or
                                  such other period as the Board shall
                                  determine in relation to an Option, expiring
                                  no later than the day prior to the tenth
                                  anniversary of the Date of Grant;

       "ORIGINAL MARKET VALUE"    in relation to any Share to be
                                  taken into account for the purposes of the
                                  limit in Section 5(a)(2) as amended by this
                                  Schedule, its Market Value as determined for
                                  the purposes of the relevant grant of options;

       "PARTICIPATING COMPANY"    (1)     the Company; and

                                  (2)     any other company which is under the
                                          Control of the Company or is a
                                          Subsidiary of the Company;

       "SHARE"                    an ordinary share in the capital of the
                                  Company which complies with the conditions of
                                  paragraphs 10-14 of Schedule 9 to ICTA 1988;

       "SUBSIDIARY"               the meaning given by Sections 736 and 736A of
                                  the Companies Act 1985;

       "UK PARTICIPANT"           a director or employee, or former
                                  director or employee, to whom an Option under
                                  this Schedule has been granted or (where the
                                  context so admits or requires) the personal
                                  representatives of any such person.

                                      -9-

<PAGE>


(D)    For the purposes of this Schedule the following Sections in the Plan
       shall be amended, modified or deleted as follows:-

       1.      Section 2 shall not apply to this Schedule.

       2.      Section 5(a) of the Plan shall not apply to this Schedule and
               shall be replaced by the following:

               "(1)   Subject to this Section 5, the Board may grant options to
                      any Eligible UK Employee to purchase Shares (each, an
                      "Option") and determine the number of Shares to be covered
                      by each Option at the Date of Grant and the Exercise Price
                      of each option. The Board may grant an Option subject to
                      such objective condition or conditions as it in its
                      discretion thinks fit which must (save as otherwise
                      provided in the Plan) be fulfilled before the Option
                      (other than a New Option under Section 6(c)) may be
                      exercised. Any such condition must be stated in writing at
                      the Date of Grant. No such condition may subsequently be
                      varied or waived unless events happen which cause the
                      Board to determine that any such condition shall have
                      ceased to be appropriate whereupon the Board may vary or
                      waive such condition so that any new condition imposed or
                      any variation is in its opinion fair and reasonable and is
                      no more difficult to satisfy than the previous condition.

               (2)    Any Option granted to an Eligible UK Employee shall be
                      limited to take effect so that immediately following such
                      grant the aggregate Original Market Value of all Shares
                      over which he has been granted option rights under this
                      Schedule or any other share option plan approved under
                      ICTA 1988 (other than an approved savings-related share
                      option scheme) adopted by the Company or an Associated
                      Company, shall not exceed or further exceed the Individual
                      Approved Option Limit."

       3.      Section 5(b) shall not apply to this Schedule.

       4.      Section 5(d) shall not apply to this Schedule and shall be
               replaced by the following:

               "EXERCISE OF OPTION.

               (1)    GENERAL.  Options may be exercised by delivery to the
                      Company of a written notice of exercise signed by the
                      proper person or by any other form of notice (including
                      electronic notice) approved by the Board together with
                      payment in full as specified in Section 5(e) for the
                      number of shares for which the Option is exercised.

               (2)    MATERIAL INTEREST.  An Option may not be exercised by a
                      UK Participant if he has, or has had at any time within
                      the 12 month period preceding the date of exercise, a
                      Material Interest in the issued ordinary share capital
                      of a Close Company which is the Company or a company
                      which has Control of the Company or is a Member of a
                      Consortium which owns the Company."

       5.      Section 5(e)(3) shall not apply to this Schedule and shall be
               replaced by the following:

               "to the extent permitted by the Board, in its sole discretion
               by payment of such other lawful consideration as the Board may
               determine; or"

       6.      Section 6(a) shall not apply to this Schedule and shall be
               replaced by the following:

               "The number of Shares over which an Option is granted and the
               Option Price thereof may be adjusted in such manner as the Board
               shall determine following any capitalisation issue (other than a
               scrip dividend), rights issue, subdivision, consolidation,
               reduction or other variation of share capital of the Company to
               the intent that (as nearly as may be without involving fractions
               of a Share or an Exercise Price calculated to more than two
               places of decimals) the total Exercise Price payable in respect
               of an Option shall remain unchanged, provided that no

                                      -10-

<PAGE>


               adjustments made pursuant to this Rule shall be made without the
               prior approval of the Inland Revenue."

       7.      Section 6(c)(2) of the Plan shall not apply to this Schedule and
               shall be replaced by the following:

               "(a)   If as a result of a Reorganization Event which falls
                      within paragraph 15(1) of Schedule 9 to ICTA 1988, a
                      company (the "Acquiring Company") obtains Control of the
                      Company any UK Participant may at any time within the
                      Appropriate Period, by agreement with the Acquiring
                      Company, release any Option which has not lapsed (the "Old
                      Option") in consideration of the grant to him of an Option
                      (the "New Option") which (for the purposes of paragraph 15
                      of Schedule 9 to ICTA 1988) is equivalent to the Old
                      Option but relates to shares in a different company
                      (whether the Acquiring Company itself or some other
                      company failing which paragraph 10(b) or (c) of Schedule 9
                      to ICTA 1988).

               (b)    The New Option shall not be regarded for the purposes of
                      paragraph 6(c)(2) as equivalent to the Old Option unless
                      the conditions set out in paragraph 15(3) of Schedule 9 to
                      ICTA 1988 are satisfied, but so that the provisions of the
                      Scheme shall for this purpose be construed as if:-

                      (A)    the New Option were an option granted under the
                             Plan at the same time as the Old Option;

                      (B)    except for the purposes of the definitions of
                             "Participating Company" and "Subsidiary", the
                             reference to "I-many, Inc." in the definition of
                             the Company in Section 1 of the Plan were a
                             reference to the different company mentioned in
                             paragraph 6(c)(2)(a).

               (c)    Notwithstanding paragraphs 6(c)(2)(a) and (b) above, if
                      the Acquiring Company does not agree to the operation of
                      those provisions then the Board shall, upon written notice
                      to the UK Participants, provide that all the then
                      unexercised Options will become exercisable in full as of
                      a specified time prior to the Reorganization Event and
                      will terminate immediately prior to the consummation of
                      the Reorganization Event, except to the extent exercised
                      prior to the consummation of such Reorganization Event."

                                      -11-

<PAGE>


       8.      Section 7(a) shall not apply to this Schedule and shall be
               replaced by the following:

               "No Option granted to a UK Participant under the Plan shall be
               capable of being transferred by him or his personal
               representatives or of being mortgaged, pledged or encumbered in
               any way whatsoever. In the event of any breach or purported
               breach of this provision the Option shall lapse immediately. This
               Section shall not prevent the personal representatives of a
               deceased UK Participant from exercising the Option in accordance
               with the Plan."

       9.      Section 7(d) of the Plan shall not apply to this Schedule and
               shall be replaced by the following:

               "The Board shall determine the effect on Options of the
               disability, death, retirement, authorised leave of absence or
               other change in the employment or other status of a UK
               Participant and the extent to which, and the period during which,
               the UK Participant or the UK Participant's personal
               representatives may exercise Options PROVIDED THAT an Option
               shall not be capable of exercise by a UK Participant's personal
               representatives for a period greater than 12 months after the
               date of death."


       10.     Section 7(f) of the Plan shall not apply to this Schedule.

       11.     Section 7(g) of the Plan shall not apply to this Schedule and
               shall be replaced as follows:

               "The Company will not be obligated to deliver any Shares pursuant
               to the Plan until (i) all conditions of the Option have been met
               or removed to the satisfaction of the Company, (ii) in the
               opinion of the Company's counsel, all other legal matters in
               connection with the issuance and delivery of such Shares have
               been satisfied, including any applicable securities laws and any
               applicable stock exchange or stock market rules and regulations,
               and (iii) the UK Participant has executed and delivered to the
               Company such representations or agreements as the Company may
               consider appropriate to satisfy the requirements of any
               applicable laws, rules or regulations. Shares shall be allotted
               and issued pursuant to this Schedule within 30 days of the date
               of exercise and a definitive share certificate issued to the
               optionholder in respect thereof. Save for any rights determined
               by reference to a date preceding the date of allotment, such
               Shares shall rank pari passu with the other shares of the same
               class in issue at the date of allotment."

       12.     Section 7(h) of the Plan shall not apply to this Schedule.

       13.     Section 8(d) of the Plan shall not apply to this Schedule and
               shall be replaced by the following:

                                      -12-

<PAGE>


               "The Board may amend, suspend or terminate the Plan or any
               portion thereof at any time provided that any amendment to this
               Schedule shall not have any effect unless it has been first
               approved by the Inland Revenue."

       14.     Section 9(e) shall not apply to this Schedule and shall be
               replaced by the following:

               "The provisions of this Schedule and all Options granted under
               this Schedule shall be governed by and interpreted in accordance
               with the laws of England."




                                      -13-

<PAGE>


                                    SCHEDULE

                                       TO

                                THE I-MANY, INC.
                       2001 EMPLOYEE STOCK INCENTIVE PLAN
                      (UNAPPROVED OPTIONS FOR UK EMPLOYEES)


(A)    This Schedule shall form part of the rules of the I-many, Inc. 2001
       Employee Stock Option Plan ("Plan").

(B)    In this Schedule the words and expressions defined herein shall have the
       same meaning when used in this Schedule and the provisions of the Plan
       shall apply to the provisions of this Schedule except where expressly
       varied herein.

(C)    For the purposes of this Schedule, the following terms shall have the
       following meanings:-

       "DATE OF GRANT"          the date on which an option over Common Stock
                                is, was or is to be granted under the Plan to a
                                UK Unapproved Option Participant;

       "EMPLOYER'S NICS"        secondary Class 1 national insurance
                                contributions payable in respect of a gain that
                                is treated as remuneration derived from the UK
                                Unapproved Option Participant's employment by
                                virtue of section 4(4)(a) of the Social Security
                                Contributions and Benefits Act 1982;

       "RELEVANT COMPANY"       any company participating in the Plan which in
                                relation to a UK Unapproved Option Participant
                                is the company by which he is employed;

       "UK UNAPPROVED OPTION    a director or employee, or former director or
        PARTICIPANT"            employee, to whom an Option under this Schedule
                                has been granted.

(D)    For the purposes of this Schedule the following Sections in the Plan
       shall be amended, modified or deleted as follows:-

       1.     Section 5 shall for the purposes of this Schedule be modified by
              the addition of the following Section 5(aa):

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<PAGE>


              "GRANT TO UK UNAPPROVED OPTION PARTICIPANTS. An option to purchase
              Common Stock may be granted subject, if the Board so determines,
              to the requirement that the UK Unapproved Option Participant
              within 28 days of the Date of Grant, shall either (at the Board's
              discretion):

              (1)     have completed and executed an irrevocable agreement (in
                      such form as determined by the Board) under which the UK
                      Unapproved Option Participant allows the Relevant Company
                      to recover from him in the manner set out in Section 7(e)
                      as amended by this Schedule, the whole or any part of its
                      liability for Employer's NICs ("Indemnity"); or

              (2)     have entered into a joint election ("Joint Election") with
                      the Relevant Company (in such form as determined by the
                      Board) or agreed with the Company (in such form as
                      determined by the Board) to enter into such Joint Election
                      for the whole or part of any liability for Employer's NICs
                      to be transferred to the UK Unapproved Option Participant
                      PROVIDED THAT the form of such election and the
                      arrangements made in that Joint Election for securing that
                      the liability transferred by the election will be met and
                      have been approved, prior to the time the election is
                      entered into, by the Inland Revenue."

       2.     Section 5 shall for the purposes of this Schedule be modified by
              the addition of the following Section 5(dd):

              "An Option granted to a UK Unapproved Option Participant shall not
              be capable of exercise unless and until the Company has received
              from that UK Unapproved Option Participant either an Indemnity or
              a Joint Election validly executed by that UK Unapproved Option
              Participant."

       3.     Section 7 shall for the purposes of this Schedule be modified by
              the addition of the following Section 7(i):

              "An option over Common Stock granted to a UK Unapproved Option
              Participant shall lapse:

              (1)     if prior to the expiry of the period specified in Section
                      5(aa) the UK Unapproved Option Participant has not, where
                      required to do so by the Board, satisfied any of the
                      conditions set out in Section 5(aa); and

              (2)     if the UK Unapproved Option Participant has failed validly
                      to execute and return to the Company a Joint Election
                      within 21 days of being sent a Joint Election."

       4.     Section 7(e) of the Plan shall for the purposes of this Schedule
              be deleted and replaced by the following:

                                      -15-

<PAGE>


              "Each UK Unapproved Option Participant shall pay to the Company,
              or make provision satisfactory to the Board for payment of, all
              taxes, duties and/or social security contributions and other
              amounts (including any amounts which a UK Unapproved Option
              Participant has lawfully agreed or elected to bear) which the
              Company, Relevant Company or any other person would be required to
              account for to the Inland Revenue or any other taxation authority
              (whether UK or otherwise) for or in respect of a UK Unapproved
              Option Participant resulting from the grant, holding or exercise
              of an Option (together "Withholding Liability"). Except as the
              Board may otherwise provide in an Award, when the Common Stock is
              registered under the Exchange Act, UK Unapproved Option
              Participants may, to the extent then permitted under applicable
              law, satisfy such Withholding Liability in whole or in part by
              delivery of shares of Common Stock, including shares retained from
              the Award creating the Withholding Liability, valued at their Fair
              Market Value. The Company may, to the extent permitted by law,
              deduct any such Withholding Liability from any payment of any kind
              otherwise due to a UK Unapproved Option Participant."

       5.     Section 9(e) shall not apply to this Schedule and shall be
              replaced by the following:

              "The provisions of this Schedule and all Options granted under
              this Schedule shall be governed by and interpreted in accordance
              with the laws of England."



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