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                                                                 Exhibit - 10.56


                     GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.


                           1999 STOCK INCENTIVE PLAN(1)



SECTION 1.  GENERAL PURPOSE OF THE PLAN; DEFINITIONS

         The name of the plan is the GZA GeoEnvironmental Technologies, Inc.
1999 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage
and enable officers, directors, and employees of GZA GeoEnvironmental
Technologies, Inc. (the "Company") and its Subsidiaries and other persons to
acquire a proprietary interest in the Company. It is anticipated that providing
such persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company and its
shareholders, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.

         The following terms shall be defined as set forth below:

         "Award" or "Awards", except where referring to a particular category of
grant under the Plan or where the context otherwise does not permit, shall
include Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock
Awards, Unrestricted Stock Awards and Performance Share Awards.

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

         "Cause" means (i) any material breach by the participant of any
agreement to which the participant and the Company are both parties, and (ii)
any act or omission justifying termination of the participant's employment for
cause, as determined by the Committee.

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

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

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

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

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



--------------
(1)  Adopted by the Board of Directors of the Company on May 17, 1999. Approved
     by the Stockholders on July 13, 1999. Amended by the Board [P. 5(b)] on
     July 13, 1999.






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         "Effective Date" means the date on which the Plan is adopted by the
Board.

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

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

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Statutory Stock Option" means any Stock Option that is not an
Incentive Stock Option.

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

         "Outside Director" means any director who is not an officer or employee
of the Company.

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

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

         "Stock" means the Common Stock, $.01 par value per share, of the
Company, subject to adjustments pursuant to Section 3.

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

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


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

         (a)      Committee. The Plan shall be administered by a committee of
the Board (the "Committee") consisting of not less than two (2) Outside
Directors, but the authority and validity of any act taken or not taken by the
Committee shall not be affected if any person administering the Plan is not an
"Outside Director." Except as specifically reserved to the Board under the terms
of the Plan, the Committee shall have full and final authority to operate,
manage and administer the Plan on behalf of the Company. Action by the Committee
shall require the affirmative vote of a majority of all members thereof.





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

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

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

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

                  (iv)     subject to the provisions of Section 5, to determine
         and to modify the terms and conditions, including restrictions, not
         inconsistent with the terms of the Plan, of any Award, which terms and
         conditions may differ among individual Awards and participants, and to
         approve the form of written instruments evidencing the Awards;
         provided, however, that no such action shall adversely affect rights
         under any outstanding Award without the participant's consent;

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

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

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

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

         (c)      Ratification by Board of Awards to Officers. Notwithstanding
the foregoing, no grant by the Committee of an Award to a participant who is
then an officer of the Company (within the meaning of Rule 16a-1 under the
Securities Exchange Act of 1934, as amended) shall be effective unless and until
such Award has been approved and ratified by the Board.





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


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

         (a)      Shares Issuable. The maximum number of shares of Stock with
respect to which Awards may be granted under the Plan shall be 425,000. For
purposes of this limitation, the shares of Stock underlying any Awards which are
forfeited, cancelled, reacquired by the Company or otherwise terminated (other
than by exercise) shall be added back to the shares of Stock with respect to
which Awards may be granted under the Plan so long as the participants to whom
such Awards had been previously granted received no benefits of ownership of the
underlying shares of Stock to which the Award related. Subject to such overall
limitation, any type or types of Award may be granted with respect to shares,
including Incentive Stock Options. Shares issued under the Plan may be
authorized but unissued shares or shares reacquired by the Company.

         (b)      Stock Dividends, Mergers, etc. In the event that after the
Effective Date, the Company effects a stock dividend, stock split or similar
change in capitalization affecting the Stock, the Committee shall make
appropriate adjustments in (i) the number and kind of shares of stock or
securities with respect to which Awards may thereafter be granted (including
without limitation the limitations set forth in Section 3(a) above), (ii) the
number and kind of shares remaining subject to outstanding Awards, and (iii) the
option or purchase price in respect of such shares. In the event of any merger,
consolidation, dissolution or liquidation of the Company, the Committee in its
sole discretion may, as to any outstanding Awards, make such substitution or
adjustment in the aggregate number of shares reserved for issuance under the
Plan and in the number and purchase price (if any) of shares subject to such
Awards as it may determine and as may be permitted by the terms of such
transaction, or accelerate, amend or terminate such Awards upon such terms and
conditions as it shall provide (which, in the case of the termination of the
vested portion of any Award, shall require payment or other consideration which
the Committee deems equitable in the circumstances), subject, however, to the
provisions of Section 14.

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



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SECTION 4.  ELIGIBILITY.

         Awards may be granted to officers, directors, consultants and employees
of the Company or its Subsidiaries ("Eligible Persons").


SECTION 5.  STOCK OPTIONS.

         The Committee may grant to Eligible Persons options to purchase stock.

         Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Statutory Stock Options. Unless otherwise so designated, an
Option shall be a Non-Statutory Stock Option. To the extent that any option does
not qualify as an Incentive Stock Option, it shall constitute a Non-Statutory
Stock Option.

         No Incentive Stock Option shall be granted under the Plan after the
tenth anniversary of the date of adoption of the Plan by the Board.

         The Committee in its discretion may determine the effective date of
Stock Options, provided, however, that grants of Incentive Stock Options shall
be made only to persons who are, on the effective date of the grant, employees
of the Company or any Subsidiary. Stock Options granted pursuant to this Section
5(a) shall be subject to the following terms and conditions and the terms and
conditions of Section 12 and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable.

                  (a)      Exercise Price. The exercise price per share for the
         Stock covered by a Stock Option granted pursuant to this Section 5(a)
         shall be determined by the Committee at the time of grant but shall be
         not less than one hundred percent (100%) of Fair Market Value on the
         date of grant. If an employee owns or is deemed to own (by reason of
         the attribution rules applicable under Section 424(d) of the Code) more
         than ten percent (10%) of the combined voting power of all classes of
         stock of the Company or any Subsidiary or parent corporation and an
         Incentive Stock Option is granted to such employee, the option price
         shall be not less than one hundred ten percent (110%) of Fair Market
         Value on the grant date.

                  (b)      Prohibition on Repricing of Options. No grant of a
         Stock Option under the Plan shall be made contingent upon the surrender
         or cancellation by the holder of such Stock Option of an outstanding
         option to purchase Common Stock that has an exercise price higher than
         that of the new Stock Option, nor shall any outstanding Stock Option be
         modified or amended to reduce the exercise price thereof (other than
         pursuant to Section 3(b) above).





March 27, 2000                                                      Page 5 of 14


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                  (c)      Option Term. The term of each Stock Option shall be
         fixed by the Committee, but no Incentive Stock Option shall be
         exercisable more than ten (10) years after the date the option is
         granted. If an employee owns or is deemed to own (by reason of the
         attribution rules of Section 424(d) of the Code) more than ten percent
         (10%) of the combined voting power of all classes of stock of the
         Company or any Subsidiary or parent corporation and an Incentive Stock
         Option is granted to such employee, the term of such option shall be no
         more than five (5) years from the date of grant.

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

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

                           (i)   In cash, or by check or other instrument
                  acceptable to the Committee;

                           (ii)     In the form of shares of Stock that are not
                  then subject to restrictions and that have been outstanding
                  for at least six months, if permitted by the Committee in its
                  sole discretion. Such surrendered shares shall be valued at
                  Fair Market Value on the exercise date; or

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

                           (iv)     By any other means (including, without
                  limitation, by delivery of a promissory note of the optionee
                  payable on such terms as are specified by the Committee) which
                  the Committee determines are consistent with the purpose of
                  the Plan and with applicable laws and regulations.



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

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

                  (g)      Annual Limit on Incentive Stock Options. To the
         extent required for "incentive stock option" treatment under Section
         422 of the Code, the aggregate Fair Market Value (determined as of the
         time of grant) of the Stock with respect to which incentive stock
         options granted under this Plan and any other plan of the Company or
         its Subsidiaries become exercisable for the first time by an optionee
         during any calendar year shall not exceed $100,000.

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


SECTION 6.  RESTRICTED STOCK AWARDS.

         (a)      Nature of Restricted Stock Award. The Committee in its
discretion may grant Restricted Stock Awards to any Eligible Person. A
Restricted Stock Award is an Award entitling the recipient to acquire, at no
cost, shares of Stock subject to such restrictions and conditions as the
Committee may determine at the time of grant ("Restricted Stock"). Shares of
Restricted Stock may be granted in respect of past services or other valid
consideration.

         (b)      Acceptance of Award. A participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within 60 days (or such shorter date
as the Committee may specify) following the award date by executing and
delivering to the Company a written instrument that sets forth the terms and
conditions of the Restricted Stock Award in such form as the Committee shall
determine.

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


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         (d)      Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including, without limitation,
death, disability or retirement), the participant or the participant's legal
representative shall, unless otherwise determined by the Committee in its sole
discretion, forfeit to the Company the shares of Restricted Stock with respect
to which conditions have not lapsed or otherwise been satisfied. Except as
otherwise specified in the written instrument evidencing the Restricted Award or
otherwise determined in writing by the Committee, such forfeiture shall be
effective on the thirtieth (30th) day following such termination of employment.

         (e)      Vesting of Restricted Stock. The Committee at the time of
grant shall specify the date or dates and other conditions, if any, on which the
non-transferability of the Restricted Stock and the Company's right of
forfeiture shall lapse. Subsequent to such date or dates and/or the satisfaction
of such other conditions, if any, the shares with respect to which all
restrictions have lapsed shall no longer be Restricted Stock and shall be deemed
"vested".

         (f)      Certificate from Recipient. The Committee may require that,
as a condition to receipt of a Restricted Stock Award or the vesting of a
Restricted Stock Award and delivery to the recipient of a certificate evidencing
the vested shares, the recipient provide the Company with satisfactory evidence
that the recipient has satisfied those conditions established by the Committee
and/or this Plan with respect to the grant or vesting of such Award.

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


SECTION 7.  UNRESTRICTED STOCK AWARDS.

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

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


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SECTION 8.  PERFORMANCE SHARE AWARDS.

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


SECTION 9.  TERMINATION OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

         (a)      Stock Options:

                  (i)      Termination by Death. If any participant's employment
         by the Company and its Subsidiaries terminates by reason of death, any
         Stock Option owned by such participant may thereafter be exercised to
         the extent exercisable at the date of death, by the legal
         representative or legatee of the participant, for a period of one
         hundred eighty (180) days (or such longer period as the Committee shall
         specify at any time) from the date of death, or until the expiration of
         the stated term of the Stock Option, if earlier.

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

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

                  (B)      Any Stock Option held by a participant whose
         employment by the Company and its Subsidiaries has terminated by reason
         of Normal Retirement may thereafter be exercised, to the extent it was
         exercisable at the time of such termination, for a period of one
         hundred eighty (180) (or such longer period as the Committee shall
         specify at any time) from the date of such termination of employment,
         or until the expiration of the stated term of the Option, if earlier.

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




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                  (D)      Except as otherwise provided by the Committee at the
         time of grant, the death of a participant during a period provided in
         this Section 9(a)(ii) for the exercise of an Incentive Stock Option
         shall extend such period for one hundred eighty (180) days from the
         date of death, subject to termination on the expiration of the stated
         term of the Option, if earlier.

                  (iii)    Termination for Cause. If any participant's
         employment by the Company and its Subsidiaries has been terminated for
         Cause, any Stock Option held by such participant shall immediately
         terminate and be of no further force and effect.

                  (iv)     Other Termination. Unless otherwise determined by the
         Committee, if a participant's employment by the Company and its
         Subsidiaries terminates for any reason other than death, Disability,
         Normal Retirement or for Cause, any Stock Option held by such
         participant may thereafter be exercised, to the extent it was
         exercisable on the date of termination of employment, for thirty (30)
         days (or such longer period as the Committee shall specify at any time)
         from the date of termination of employment or until the expiration of
         the stated term of the Option, if earlier.


SECTION 10.  TAX WITHHOLDING.

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

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

         (c)      Section 83(b) Election. As a condition to the grant and
acceptance of any Restricted Stock Award hereunder, the Committee may require
that a participant execute and file or deliver to the Company for filing with
the Internal Revenue Service an election under Section 83(b) of the Code to have
the fair value of the total number of shares subject to the Award






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<PAGE>   11

included in the gross income of the participant for Federal income tax purposes
in the year in which the Award was granted.

SECTION 11.  TRANSFER, LEAVE OF ABSENCE, ETC.

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

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

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


SECTION 12.  AMENDMENTS AND TERMINATION.

     The Board may at any time amend or discontinue the Plan and the Committee
may at any time amend or cancel any outstanding Award (or, subject to Section
5(b) above, provide substitute Awards at the same or reduced exercise or
purchase price or with no exercise or purchase price, provided that such price,
if any, must satisfy the requirements which would apply to the substitute or
amended Award if it were then initially granted under this Plan) for the purpose
of satisfying changes in law or for any other lawful purpose, but no such action
shall adversely affect rights under any outstanding Award without the holder's
consent. However, no such amendment, unless approved by the stockholders of the
Company, shall be effective if it would cause the Plan to fail to satisfy the
incentive stock option requirements of the Code


SECTION 13.  STATUS OF PLAN.

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



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SECTION 14.  CHANGE OF CONTROL PROVISIONS.

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

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

                  (ii)     the Committee may accelerate the time for exercise
         of, and waive all conditions and restrictions on, each unexercised and
         unexpired Stock Option, Restricted Stock Award or Performance Share
         Award, effective upon a date prior or subsequent to the effective date
         of such Change of Control, specified by the Committee; or

                  (iii)    each outstanding Stock Option, Restricted Stock Award
         and Performance Share Award may be cancelled by the Committee as of the
         effective date of any such Change of Control provided that (x) notice
         of such cancellation shall be given to each holder of such an Award and
         (y) each holder of such an Award shall have the right to exercise such
         Award to the extent that the same is then exercisable or, in full, if
         the Committee shall have accelerated the time for exercise of all such
         unexercised and unexpired Awards, during the thirty (30) day period
         preceding the effective date of such Change of Control; provided that

                  (iv)     notwithstanding the foregoing, if the Board has
         determined that accounting for a specific transaction involving a
         Change in Control as a pooling of interests is desirable, and if the
         Company is advised in writing by its independent public accountants
         that acceleration of the vesting of any outstanding Award pursuant to
         the foregoing provisions or pursuant to the specific provisions of such
         Award, by reason of such Change in Control, would preclude accounting
         for such Change in Control as a pooling of interests, and if prior to
         such change in Control the Company shall notify the holder of each such
         Award in writing to such effect, then in such event the provision
         providing for acceleration of such Award shall be of no force or effect
         in connection with such Change in Control.

         (b)      The Committee may include in the written instrument evidencing
any Award such provisions for acceleration of the vesting of such Award in the
event of a Change in Control as the Committee determines to be appropriate,
subject to paragraph 4(a)(iv) above.


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

                  (i)      any "person" (as such term is used in Sections 13(d)
         and 14(d)(2) of the Act) becomes a "beneficial owner" (as such term is
         defined in Rule 13d-3 promulgated under the Act) (other than the
         Company, any trustee or other fiduciary holding securities under an
         employee benefit plan of the Company, or any corporation owned,
         directly or indirectly, by the stockholders of the Company in
         substantially the same proportions as their ownership of stock of the
         Company), directly or indirectly, of securities of the Company
         representing fifty percent (50%) or more of the combined voting power
         of the Company's then outstanding securities; or

                  (ii)     the stockholders of the Company approve a merger or
         consolidation of the Company with any other corporation or other
         entity, unless (A) such merger or consolidation would result in the
         voting securities of the Company outstanding immediately prior thereto
         continuing to represent (either by remaining outstanding or by being
         converted into voting securities of the surviving entity) more than
         fifty percent (50%) of the combined voting power of the voting
         securities of the Company of such surviving entity outstanding
         immediately after such merger or consolidation or (B) a majority of the
         directors constituting the full Board of Directors of the surviving
         entity immediately following such merger or consolidation are persons
         who immediately prior to the merger or consolidation were directors of
         the Company; or

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


SECTION 15.  GENERAL PROVISIONS.

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

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

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



March 27, 2000                                                     Page 13 of 14

<PAGE>   14

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


SECTION 16.  EFFECTIVE DATE OF PLAN.

         The Plan shall become effective upon its adoption by the Board. The
Board may, but shall not be required to, submit the Plan for approval by the
holders of a majority of the shares of capital stock of the Company present or
represented and entitled to vote at a meeting of stockholders. Failure to obtain
such stockholder approval shall not affect the validity of any Award granted
under the Plan; provided, that it is understood that if such approval is not
obtained within twelve (12) months of the Effective Date, Stock Options granted
under the Plan will not qualify as Incentive Stock Options.


SECTION 17.  GOVERNING LAW.

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

                                    * * * * *



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