<PAGE>   1
                                                                     EXHIBIT 4.1

                           NATIONAL DENTEX CORPORATION

                                 2001 STOCK PLAN


     1.   PURPOSE. The purpose of the National Dentex Corporation 2001 Stock
Plan (the "Plan") is to provide an incentive for employees of National Dentex
Corporation, (the "Company"), and of any present or future parent or subsidiary
of the Company (collectively, "Related Corporations") and other persons who may
render services to the Company or a Related Corporation, by offering
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 of the Internal Revenue Code of 1986, as
amended (the "Code"); and (b) the grant of options which do not qualify as ISOs
("Non-Qualified Options"). Both ISOs and Non-Qualified Options are referred to
hereafter individually as an "Option" and collectively as "Options." As used
herein, (i) the terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation," respectively, as those terms are defined in Section
424 of the Code, and (ii) the term "grantee" refers to the recipient of Options.

     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 by a committee of two
or more non-employee directors 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 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) Non-Qualified Options, shall
be granted; (ii) determine the time or times at which Options shall be granted;
(iii) determine the purchase price of shares subject to each Option, 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 and the nature of such restrictions, if any; (viii) determine
whether performance targets or goals are to be imposed on Options, and set and
interpret such targets or goals; and (ix) interpret the Plan and prescribe and
rescind rules and regulations relating to it. The interpretation and
construction by the Committee of any provisions of the Plan or any Options
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. Consistent with the terms of the Plan,
the Committee may waive, modify or suspend any restriction or performance target
or goal imposed by the Committee. 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 Options granted under it.


<PAGE>   2


          B.   GRANT OF OPTIONS TO BOARD MEMBERS. Subject to the restrictions on
ISOs imposed by the Code, Options may be granted to members of the Board,
including members of the Committee. All grants of Options to members of the
Board shall in all other 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 Options pursuant to the Plan or (ii) have
been granted Options may vote or act by written consent on any matters affecting
the administration of the Plan.

     3.   ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted only to employees
of the Company or any Related Corporation. Non-Qualified Options may be granted
to any employee, prospective employee, officer, director (whether or not also an
employee), advisor, consultant or other key person of or to the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant Options. The granting
of any Options 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 Options or any other incentive plan or arrangement of the
Company.

     4.   STOCK. The stock subject to Options shall be authorized but unissued
common shares of the Company, par value $.01 per share (the "Common Stock"), or
shares of such Common Stock reacquired by the Company in any manner. The
aggregate number of shares of Common Stock which may be issued pursuant to the
Plan is 300,000, 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
Options under the Plan. The Maximum number of shares of Common Stock that may be
subject to Options granted under the Plan to any one individual during any
fiscal year of the Company shall be 100,000 shares.

     5.   GRANTING OF OPTIONS. Options may be granted under the Plan at any time
on or after the date of adoption hereof and prior to the tenth anniversary of
such date of adoption. The date of grant of Options under the Plan will be the
date specified by the Committee at the time it grants the Options.

     6.   MINIMUM OPTION PRICE; ISO LIMITATIONS.

          A.   PRICE FOR NON-QUALIFIED OPTIONS. The exercise price per share
specified in the agreement relating to each Non-Qualified Option granted under
the Plan shall in no event be less than the fair market value per share of
Common Stock on the date of grant, [except that Non-Qualified Options to
purchase up to 30,000 shares may be granted under the Plan at a lesser price,
but in no event 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


                                       2
<PAGE>   3


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 from 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.

          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 (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, in each case determined as of the end of the "regular"
trading day. 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 herein 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 (10) years from the date
of grant in the case of Options generally and (ii) 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, as determined under paragraph
6(B). Subject to earlier termination as provided herein, 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
13, each Option granted under the Plan shall be exercisable as follows:


                                       3
<PAGE>   4


          A.   VESTING. The Option shall either be fully exercisable on the date
of grant or shall become exercisable thereafter in such installments (which need
not be equal) 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 may in its discretion
provide in any agreement relating to any Options, or at any time thereafter, for
the acceleration of the date that any installment of any Options become
exercisable, including prior to or in connection with any Change of Control (as
defined herein); provided that, except as set forth in any agreement relating to
any Options, 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).

     As used in this Plan, "Change of Control" shall mean the occurrence of any
one of the following events:

          (i) there occurs a change of control of the Company of a nature that
     would be required to be reported in response to Item 1(a) of the Current
     Report on Form 8-K pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 (the "Exchange Act") or in any other filing under the
     Exchange Act; or

          (ii) any Person (as defined in Section 13(d) of the Exchange Act)
     other than an employee benefit plan of the Company or of any Related
     Corporations becomes the owner of 33% or more of the Company's Common Stock
     and thereafter individuals who were not directors of the Company prior to
     the date such Person became a 33% owner are elected as directors pursuant
     to an arrangement or understanding with, or upon the request of or
     nomination by, such Person and constitute at least 1/3 of the Board; or

          (iii) there occurs any solicitation or series of solicitations of
     proxies by or on behalf of any Person other than the Board and thereafter
     individuals who were not directors of the Company prior to the commencement
     of such solicitation or series of solicitations are elected as directors
     pursuant to an arrangement or understanding with, or upon the request of or
     nomination by, such Person and constitute at lest 1/3 of the Board; or

          (iv) the Company executes an agreement of acquisition, merger or
     consolidation which contemplates that (i) after the effective date provided
     for in such agreement, all or


                                       4
<PAGE>   5


     substantially all of the business and/or assets of the Company shall be
     owned, leased or otherwise controlled by another Person and (ii)
     individuals who are directors of the Company when such agreement is
     executed shall not constitute at least two-thirds of the board of directors
     of the survivor or successor entity immediately after the effective date
     provided for in such agreement; PROVIDED, HOWEVER, that for purposes of
     this paragraph (iii), if such agreement requires as a condition precedent
     approval by the Company's shareholders of the agreement or transaction, a
     Change of Control shall not be deemed to have taken place unless and until
     such approval is secured.

     9.   TERMINATION OF EMPLOYMENT. Unless otherwise specified in the agreement
relating to such Option, if an 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 or her Options shall become
exercisable, and his or her Options shall terminate on the earlier of ninety
(90) days after the date of termination of his or her employment, or (b) their
specified expiration dates. 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, maternity leave, 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 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. Options 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 Options 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 optionee ceases to be employed by the Company and
all Related Corporations by reason of his or her death, any Option held by such
optionee upon death may be exercised, to the extent otherwise exercisable on the
date of death, by the estate, personal representative or beneficiary who has
acquired the Option by will or by the laws of descent and distribution, until
the earlier of (i) the specified expiration date of the Option or (ii) one year
from the date of the optionee's death.

          B.   DISABILITY. If an 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 Option 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 Option or (ii) ninety (90) days from the date of
termination of the optionee's employment; provided, however, that, if the
optionee dies within such ninety (90) day period (or such other period as the
Board shall specify at grant, any unexercised Option held by such optionee shall
thereafter be exercisable to the extent to which it was exercisable at the time
of death for a


                                       5
<PAGE>   6


period of twelve (12) months, from the date of such death or until the
expiration of the stated term of such Option, whichever period is the shorter.
In the event of termination of employment by reason of Disability, if an ISO is
exercisable after the expiration of the exercise periods that apply for purposes
of Section 422 of the Code, such Option will thereafter be treated as a
Non-Qualified Option. 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. Unless otherwise determined by the Committee or
specified in the agreement, Options shall not be assignable or transferable by
the grantee except by will or by the laws of descent and distribution. Except as
set forth in the previous sentence, during the lifetime of a grantee each Option
shall be exercisable only by such grantee.

     12.  TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
agreements or other 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, to the
extent applicable, 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,
including but not limited to rights of first refusal and options to purchase.
The Committee may specify that any Options 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 officers of the Company are authorized and empowered 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, the
shares of Common Stock subject to outstanding Options granted hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
written agreement between the grantee and the Company relating to such Options:

          A.   STOCK DIVIDENDS AND STOCK SPLITS. If the shares of the Company
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 subject to
outstanding 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.   RECAPITALIZATION, REORGANIZATION, CONSOLIDATION OR MERGERS. In
the event of a recapitalization or reorganization of the Company or a
consolidation or a merger involving the Company (other than a transaction
described in subparagraph C below) pursuant to which securities of the Company
or of another corporation are issued with respect to the outstanding shares of
Common Stock, a grantee upon exercising Options 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 Stock Right prior to such
recapitalization or reorganization.


                                       6
<PAGE>   7


          C.   CERTAIN CONSOLIDATIONS AND MERGERS. If the Company is to be
consolidated with or acquired by another entity in a merger or other
reorganization or in the event of a sale or other disposition of assets which
constitutes a Change of Control (each, a "Sale"), 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 Sale, (b) shares of stock of the surviving or successor
corporation or other entity 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 Sale; or (ii) upon written notice to the grantees,
provide that all Options must be exercised, to the extent then exercisable or to
be exercisable as a result of the Sale, 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 Sale) over the exercise
price thereof.

          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 in its discretion refrain from making such adjustments.

          E.   DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, each outstanding Options 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.   OTHER 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 outstanding 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 grantee of Options shall receive from the Company cash in lieu of
any such fractional share.

          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
forth in paragraph 4 hereof that are subject to Options which previously have
been or subsequently may be granted


                                       7
<PAGE>   8


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.  EXERCISE OF OPTIONS. An Option (or any part or installments thereof)
shall be exercised by giving written notice to the Company at its principal
office address. Such notice shall identify the Option being exercised and
specify the number of shares as to which such Option is being exercised. The
optionee shall make full payment of the exercise price of the Option shares
being purchased either (a) in United States dollars in cash or by check, (b) at
the discretion of the Committee, through delivery or withholding 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
and consistent with applicable law, through the delivery to the Company of a
portion of the proceeds from the sale of the Common Stock acquired upon exercise
of the Option equal to the cash exercise price of the Option, along with an
authorization to the broker or selling agent to pay that amount to the Company,
which sale shall be at the participant's discretion at the time of exercise, or
(d) at the discretion of the Committee, by any combination of (a), (b) and (c)
above. 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. The Plan was adopted by the Board as of
January 23, 2001. The Plan shall expire at the close of business on January 22,
2011 (except as to Options outstanding on that date). The Board may terminate or
amend the Plan in any respect at any time, except that no amendment of the Plan
by the Board shall be effective, without the approval of the stockholders
obtained within 12 months before or after the Board's action, (i) if such
amendment would cause ISOs already granted under the Plan to fail to qualify as
"incentive stock options" under the Code, or (ii) if such stockholder approval
is then required by applicable law, by Rule 16b-3 (or any successor rule) under
the Exchange Act, or by applicable regulations of any stock exchange or NASDAQ.
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 Options previously
granted to such grantee, except as provided herein. Notwithstanding the
foregoing, (a) no Option outstanding under the Plan shall be amended to reduce
the exercise price per share of such Option (other than adjustments for stock
splits and other matters as provided in Section 13 hereof), and (b) no Option (a
so-called "Replacement Option") may be granted under the Plan in exchange for
the cancellation of an outstanding Option having a higher exercise price per
share than the Replacement Option, if such cancellation occurs within a period
of six (6) months before or after the grant of the Replacement Option.

     16.  CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS. 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


                                       8
<PAGE>   9


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 this 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.

     17.  APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted 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 latter of (a) the date two (2) years following the date the ISO was granted
or (b) the date one (1) year following the date the ISO was exercised.

     19.  WITHHOLDING OF INCOME TAXES. Upon the exercise of a Non-Qualified
Option or 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 the exercise of 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 Options, of that
number of 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 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.


                                       9
<PAGE>   10


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



     Approved by the Board on January 23, 2001.

     Approved by the Stockholders on April 10, 2001.

     Amendments to Sections 6.A and 15 approved by the Board on April 10, 2001.


                                       10