HPR INC.

                    AMENDED AND RESTATED HPR 1995 STOCK PLAN



         1. Purpose.  The purpose of this HPR 1995 Stock Plan (the "Plan") is to
advance the interests of HPR Inc., a Delaware  corporation (the  "Company"),  by
strengthening  the ability of the Company to attract,  retain and  motivate  key
employees, consultants and other individual contributors of or to the Company or
any present or future parent or subsidiary of the Company (the "Company  Group")
by providing them with an opportunity to purchase or receive as bonuses stock of
the Company and thereby permitting them to share in the Company's success. It is
intended  that this  purpose will be effected by granting  (i)  incentive  stock
options ("Incentive Options") which are intended to qualify under the provisions
of Section 422 of the Internal Revenue Code of 1986, as heretofore and hereafter
amended (the "Code"), and non-statutory stock options  ("Nonqualified  Options")
which are not intended to meet the  requirements  of Section 422 of the Code and
which are  intended  to be taxed  under  Section 83 of the Code (both  Incentive
Options  and  Nonqualified   Options  shall  be  collectively   referred  to  as
"Options"),  (ii) stock  purchase  authorizations  ("Purchase  Authorizations"),
(iii)  stock  bonus  awards  ("Bonuses")  and  (iv)  Stock  Appreciation  Rights
("SARs"). (Items (i) through (iv) above shall collectively be referred to herein
as "Awards".)

         2. Effective  Date.  This Plan was adopted by the Board of Directors of
the Company (the  "Board") on June 26, 1995 (the  "effective  date" of the Plan)
and approved by the  stockholders  on July 20,  1995.  This Plan was amended and
restated  by the  Board  of  Directors  on July 22,  1996,  such  amendment  and
restatement  to be  effective  on November  1, 1996,  subject to approval by the
stockholders on or before July 22, 1997.

         3. Stock  Covered by the Plan.  Subject to  adjustment  as  provided in
Sections 10 and 11 below,  the shares that may be made  subject to Awards  under
this Plan ("Shares")  shall not exceed in the aggregate  2,035,000 shares of the
common  stock,  $.01 par value,  of the  Company  ("Common  Stock").  Any Shares
subject to an Option, SAR or Purchase Authorization which for any reason expires
or is terminated  unexercised  as to such Shares,  any Shares  reacquired by the
Company pursuant to forfeiture or a repurchase  right hereunder,  and any Shares
subject to an SAR which are not issued upon exercise of the SAR may again be the
subject of an Award under the Plan.  The Shares  purchased  pursuant to Purchase
Authorizations  or the exercise of Options  under this Plan or issued as Bonuses
or pursuant to SARs may, in whole or in part, be either  authorized but unissued
Shares or issued Shares reacquired by the Company.

         4.  Administration.  This Plan  shall be  administered  by the Board of
Directors,  whose  construction  and  interpretation  of the  Plan's  terms  and
provisions shall be final and conclusive.  The Board shall have the authority to
delegate  to the  Compensation  Committee  of the Board  (the  "Committee")  the
authority  to  administer  this  Plan  as set  forth  in this  Section  4 and to
recommend  that the Board grant Awards.  Each member of the Committee  shall be,
and shall have been at all times within the one-year  period  ending on the date
of his or her  appointment  to the  Committee,  a person  who in the  opinion of
counsel to the Company is an "outside director" as such term is used in proposed
regulation 1.162-27(e)(3) under Section 162(m) of the Code. The Board shall have
authority,  subject to the express  provisions of the Plan, to construe the Plan
and the  respective  Awards and  related  agreements,  to  prescribe,  amend and
rescind rules and  regulations  relating to the Plan, to determine the terms and
provisions  of the  respective  Awards and related  agreements,  and to make all
other determinations in the judgment of the Board necessary or desirable for the
administration  of the Plan.  The Board may  correct  any  defect or supply  any
omission or reconcile any  inconsistency  in the Plan or in any Award or related
agreement  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.
No  member of the Board and no  delegate  of the Board  shall be liable  for any
action or determination  under the Plan made in good faith.  Notwithstanding the
foregoing,  the Board, or the Committee as its delegate, shall have authority to
establish  guidelines  for the grant of Awards to key  employees  of the Company
Group who are not  executive  officers  of the  Company  and to  delegate to the
Company's  Chief  Executive  Officer the authority to recommend to the Board the
grant of Awards,  within such  guidelines,  to such eligible  non-executive  key
employees.

         5.  Approval by Board of  Directors.  Notwithstanding  anything in this
Plan to the contrary,  including without  limitation the delegation of authority
to the  Committee,  all  grants  of  Awards  shall be  approved  by the Board of
Directors.

         6. Eligible  Recipients.  Awards may be granted to such key  employees,
consultants  or  other  individual  contributors  of or to  the  Company  Group,
including without  limitation members of the Board who are employees and members
of any medical  scientific or technical  advisory boards, as are selected by the
Board or (except as to  employees  who are Company  executive  officers)  by the
Board's delegate pursuant to section 4 above (a "Participant");  provided,  that
only  employees of the Company Group shall be eligible for grant of an Incentive
Option.

         7. Duration of the Plan.  This Plan shall terminate ten (10) years from
the effective  date hereof,  unless  terminated  earlier  pursuant to Section 14
hereafter, and no Awards may be granted or made thereafter.

         8. Terms and Conditions of Options,  Purchase Authorizations,  SARs and
Bonuses. Awards granted or made under this Plan shall be evidenced by agreements
in such form and  containing  such  terms  and  conditions  as the  Board  shall
determine;  provided,  however,  that such agreements shall evidence among their
terms and conditions the following:

                  (a)  Price.  The  purchase  price per Share  payable  upon the
exercise of each Option or the purchase pursuant to each Purchase  Authorization
granted  or made  hereunder  shall be  determined  by the  Board at the time the
Option or Purchase Authorization is granted or made. Subject to the condition of
paragraph 8(k)(i), if applicable,  the purchase price per Share payable upon the
exercise of each Incentive  Option granted  hereunder shall not be less than one
hundred  percent  (100%) of the Market Price (as such term is defined below) per
Share of the  Common  Stock on the day the  Incentive  Option  is  granted.  The
purchase price per Share payable on exercise of each Nonqualified Option or upon
the purchase of Shares pursuant to each Purchase Authorization granted hereunder
shall be not less than  eighty-five  percent (85%) of the Market Price per Share
of the Common  Stock on the date of the grant.  Bonus  Shares shall be issued in
consideration of services  previously  rendered,  which shall be valued for such
purposes  by the  Board.  No Share  shall be issued for less than its par value,
paid in cash,  property or services.  As used herein,  "Market Price" shall mean
the closing price of the Common Stock as reported on the Nasdaq  National Market
System for the  relevant  date (or, if such date is not a trading  date or if no
trades took place on such date,  then such closing  price for the last  previous
trading date or the last  previous date on which a trade  occurred,  as the case
may be);  provided  that if the Common  Stock is no longer  traded on the Nasdaq
National  Market System on the relevant  date,  then the Market Price as of such
date shall be  determined  by the Board  equal to the fair  market  value of the
Common  Stock in  accordance  with  applicable  provisions  of the Code  then in
effect.

                  (b) Stock Appreciation Rights. Stock Appreciation Rights shall
be grants  entitling a  Participant  to receive an amount in cash or Shares or a
combination  thereof  having a value  equal to or less  than the  excess  of the
Market  Price per share of the  Company's  Common  Stock on the date of exercise
over the Market  Price per share of the  Company's  Common  Stock on the date of
grant,  multiplied  by the number of Shares with  respect to which the SAR shall
have been exercised.

                  (c) Number of Shares.  Each agreement shall specify the number
of Shares to which it pertains.

                  (d) Exercise of Options.  Each Option shall be exercisable for
the  full  amount  or for any  part  thereof  and at such  intervals  or in such
installments as the Board may determine or as the Committee may determine at the
time it recommends that the Board grant such Option; provided,  however, that no
Option shall be exercisable with respect to any Shares later than ten (10) years
after  the date of the  grant of such  Option  (or five (5) years in the case of
Incentive  Options to which  paragraph  8(k)(ii)  applies).  An Option  shall be
exercisable only by delivery of a written notice to the Company's Treasurer,  or
any other officer of the Company  designated by the Board to accept such notices
on its behalf, specifying the number of Shares for which the Option is exercised
and  accompanied  by either  (i)  payment  or (ii) if  permitted  by the  Board,
irrevocable  instructions  to a broker to promptly  deliver to the Company  full
payment in accordance with paragraph  8(e)(ii) below of the amount  necessary to
pay the  aggregate  exercise  price.  With respect to an Incentive  Option,  the
permission  of the Board  referred to in clause (ii) of the  preceding  sentence
must be granted at the time the Incentive Option is granted.

                  (e) Payment. Payment shall be made in full (i) at the time the
Option  is  exercised,   (ii)  promptly  after  the  Participant   forwards  the
irrevocable  instructions  referred  to  in  paragraph  8(d)(ii)  above  to  the
appropriate  broker,  if  exercise of an Option is made  pursuant  to  paragraph
8(d)(ii)  above,  or  (iii)  at the time the  purchase  pursuant  to a  Purchase
Authorization  is made.  Payment shall be made either (a) in cash, (b) by check,
(c) if  permitted  by the Board  (with  respect  to an  Incentive  Option,  such
permission to have been granted at the time of the Incentive  Option grant),  by
delivery  and  assignment  to the  Company of shares of Company  stock  having a
Market  Price (as  determined  by the Board)  equal to the  exercise or purchase
price,  (d) if permitted by the Board,  stated in the agreement  evidencing  the
Option or Purchase Authorization,  and to the extent permitted by any applicable
law, by the Participant's  recourse  promissory note, which note must be due and
payable  not more  than five (5) years  after  the date the  Option or  Purchase
Authorization is exercised, or (e) by a combination of (a), (b), (c) and/or (d).
If  shares  of  Company  stock  are to be used to pay the  exercise  price of an
Incentive  Option,  the Company  prior to such payment  must be  furnished  with
evidence  satisfactory  to it that the  acquisition  of such  shares  and  their
transfer in payment of the exercise  price satisfy the  requirements  of Section
422 of the Code and other applicable laws.  Notwithstanding  the foregoing,  the
purchase or exercise  price of an Option or  Purchase  Authorization  may not be
paid by delivery  and  assignment  to the Company of shares of Company  stock or
through  irrevocable  instructions  to a  broker  as  referred  to in  Paragraph
8(d)(ii)  above to the extent that such delivery and assignment or the execution
of such irrevocable  instructions would constitute a violation of the provisions
of any law  (including  without  limitation  Section 16 of the Exchange  Act) or
related  regulation  or  rule,  or any  agreement  or  policy  of  the  Company,
restricting the transfer or redemption of the Company's stock.

                  (f)  Withholding  Taxes;  Delivery  of Shares.  The  Company's
obligation to deliver  Shares upon exercise of an Option or SAR or upon purchase
pursuant to a Purchase  Authorization  or issuance  pursuant to a Bonus shall be
subject to the Participant's  satisfaction of all applicable federal,  state and
local income and employment tax withholding  obligations.  Without  limiting the
generality  of the  foregoing,  the Company  shall have the right to deduct from
payments of any kind  otherwise  due to the  Participant  any federal,  state or
local  taxes of any kind  required  by law to be  withheld  with  respect to any
Shares issued upon  exercise of Options or SARs or purchased or issued  pursuant
to Purchase Authorizations or Bonuses. The Participant may elect to satisfy such
obligation(s), in whole or in part, by (i) delivering to the Company a check for
the amount  required to be withheld or (ii) if the Board in its sole  discretion
approves in any specific or general case,  having the Company withhold Shares or
delivering to the Company  already-owned  shares of Common Stock, having a value
equal to the amount required to be withheld, as determined by the Board.

                  (g)   Non-Transferability.   No   Option,   SAR  or   Purchase
Authorization shall be transferable by the Participant otherwise than by will or
the  laws  of  descent  or  distribution,  and  each  Option,  SAR  or  Purchase
Authorization shall be exercisable during the Participant's lifetime only by the
Participant,  provided,  however,  that the Board may  permit a  Participant  to
transfer  an  Award if such  transfer  is made  pursuant  to  uniformly  applied
criteria established by the Board prior to such transfer.

                  (h) Termination of Options, SARs and Purchase  Authorizations.
Nothing in this Plan or in any agreement  representing  any Award shall restrict
the right of any member of the Company Group to terminate the  employment of any
Participant  at any  time  and for any  reason,  with or  without  notice.  Each
Purchase Authorization and SAR shall terminate and may no longer be exercised if
the  Participant  ceases for any reason to provide  services  to a member of the
Company  Group.  Except to the  extent  the Board  provides  specifically  in an
agreement  evidencing  an  Option  for a lesser  period  (or a  greater  period,
provided  that in the case of  Incentive  Options  such period  shall not exceed
three months), each Option shall terminate and may no longer be exercised if the
Participant ceases for any reason to provide services to a member of the Company
Group in accordance with the following provisions:

     (i) if the Participant ceases to perform services for any reason other than
death  or  disability  (as  defined  in  Section  22(e)(3)  of  the  Code),  the
Participant may, at any time within a period of one month after the date of such
cessation of the performance of services, exercise the Option to the extent that
the Option was exercisable on the date of such cessation;

     (ii) if the Participant  ceases to perform  services  because of disability
(as defined in Section  22(e)(3) of the Code),  the Participant may, at any time
within  a  period  of six  months  after  the  date  of  such  cessation  of the
performance  of services,  exercise the Option to the extent that the Option was
exercisable on the date of such cessation;  and (iii) if the Participant  ceases
to  perform  services  because of death,  the  Option,  to the  extent  that the
Participant  was entitled to exercise it on the date of death,  may be exercised
within a period of six  months  after the  Participant's  death by the person or
persons to whom the Participant's rights under the Option pass by will or by the
laws of descent  or  distribution;  provided,  however,  that no Option,  SAR or
Purchase  Authorization  may be exercised to any extent by anyone after the date
of its  expiration;  and  provided,  further,  that  Options,  SARs and Purchase
Authorizations  may be  exercised  only as to Vested  Shares (as  defined in the
applicable  agreement with the Participant)  after the Participant has ceased to
perform services for any member of the Company Group.

                  (i) Rights as Stockholder.  A Participant shall have no rights
as a stockholder  with respect to any Shares  covered by an Award until the date
of issuance of a stock  certificate,  if any, in the Participant's name for such
Shares.

                  (j) Repurchase of Shares by the Company.  Any Shares purchased
or  acquired  upon  exercise  of an  Option  or SAR or  pursuant  to a  Purchase
Authorization  or  Bonus  may in the  discretion  of the  Board  be  subject  to
repurchase  by or  forfeiture  to the  Company  if and to the  extent and at the
repurchase price, if any, specifically set forth in the option, purchase, SAR or
bonus  agreement  pursuant  to which the  Shares  were  purchased  or  acquired.
Certificates representing Shares subject to such repurchase or forfeiture may be
subject to such escrow and stock legending provisions as may be set forth in the
option,  purchase,  SAR or bonus  agreement  pursuant  to which the Shares  were
purchased or acquired.

                  (k) 10%  Stockholder.  If any Participant to whom an Incentive
Option is granted pursuant to the provisions of the Plan is on the date of grant
the owner of stock (as determined  under Section 424(d) of the Code)  possessing
more than 10% of the total  combined  voting  power or value of all  classes  of
stock of the Company,  its parent,  if any, or subsidiaries,  then the following
special provisions shall be applicable:

                            (i)     The exercise price per Share subject to such
                                    Option  shall  not be less  than 110% of the
                                    fair market  value of each Share on the date
                                    of grant; and

                           (ii)     The  Option  shall not have a term in excess
                                    of five years from the date of grant.

                  (l)   Confidentiality   Agreements.   Each  Participant  shall
execute,  prior to or  contemporaneously  with the grant of any Award hereunder,
the  Company's  then  standard form of agreement  relating to  nondisclosure  of
confidential information, assignment of inventions and related matters.

                  (m) Aggregate  Limitation.  The maximum  number of Shares with
respect  to which any Awards  may be  granted  under the Plan to any  individual
during each successive  twelve-month  period commencing on the effective date of
the Plan shall not exceed 400,000 shares.

         9. Restrictions on Incentive  Options.  Incentive Options granted under
this Plan shall be  specifically  designated as such and shall be subject to the
additional  restriction  that the aggregate  Market Price,  determined as of the
date the  Incentive  Option is  granted,  of the  Shares  with  respect to which
Incentive Options are exercisable for the first time by a Participant during any
calendar year shall not exceed  $100,000.  If an Incentive  Option which exceeds
the  $100,000  limitation  of this  paragraph 9 is granted,  the portion of such
Option  which is  exercisable  for shares in excess of the  $100,000  limitation
shall be treated as a  Nonqualified  Option  pursuant  to Section  422(d) of the
Code. In the event that such Participant is eligible to participate in any other
stock incentive plans of the Company,  its parent, if any, or a subsidiary which
are also intended to comply with the provisions of Section 422 of the Code, such
annual  limitation  shall  apply to the  aggregate  number of  shares  for which
options may be granted under all such plans.

         10.   Stock    Dividends;    Stock    Splits;    Stock    Combinations;
Recapitalizations.  Appropriate  adjustment  shall  be made by the  Board in the
maximum  number of  Shares  subject  to the Plan and in the  number,  kind,  and
exercise or purchase price of Shares covered by  outstanding  Options,  SARs and
Purchase Authorizations granted hereunder to give effect to any stock dividends,
stock splits, stock combinations, recapitalizations and other similar changes in
the capital structure of the Company after the effective date of the Plan.

         11.  Merger;  Sale of  Assets.  In the event of a change of the  Common
Stock resulting from a merger or similar  reorganization as to which the Company
is the surviving corporation, the number and kind of Shares which thereafter may
be purchased pursuant to an Option, SAR or Purchase Authorization under the Plan
and the number and kind of Shares  then  subject to  Options,  SARs or  Purchase
Authorizations  granted  hereunder  and the  price per  Share  thereof  shall be
appropriately adjusted in such manner as the Board may deem equitable to prevent
dilution or enlargement of the rights available or granted hereunder.  Except as
otherwise  determined by the Board, a merger or a similar  reorganization  which
the  Company  does not  survive,  or a sale of all or  substantially  all of the
assets of the Company,  shall cause every Option, SAR and Purchase Authorization
hereunder to terminate,  to the extent not then exercised,  unless any surviving
entity agrees to assume the obligations hereunder;  provided,  however, that, in
the case of such a merger or  similar  reorganization,  or such a sale of all or
substantially all of the assets of the Company,  if there is no such assumption,
the Board may provide that some or all of the unexercised  portion of any one or
more of the outstanding Options, SARs or Purchase Authorizations and some or all
of the  unvested  Shares  acquired  upon  exercise  of any  one or  more of such
Options, SARs or Purchase Authorizations or acceptance of any one or more of the
outstanding  Bonuses shall be  immediately  exercisable  and vested or no longer
subject  to  repurchase  rights as of such date  prior to such  merger,  similar
reorganization or sale of assets as the Board determines.

         12. Investment Representations;  Transfer Restrictions. The Company may
require  Participants,  as a  condition  of  purchasing  Shares  pursuant to the
exercise of an Option or SAR or to a Purchase Authorization or receipt of shares
as a Bonus, to give written assurances in substance and form satisfactory to the
Company  to the  effect  that  such  person  is  acquiring  the  Shares  for the
Participant's  own account for investment and not with any present  intention of
selling or otherwise  distributing the same,  unless there shall be an effective
registration  statement  under the Securities Act of 1933, as amended (the "1933
Act"),  with respect  thereto,  and to such other  effects as the Company  deems
necessary or appropriate  (including  without  limitation  confirmation that the
Participant is aware of any applicable  restrictions  on transfer of the Shares,
as specified in the by-laws of the Company or otherwise) in order to comply with
federal and applicable state securities laws.

         13.      Definitions.

                  (a) The term "employee" shall have, for purposes of this Plan,
the meaning  ascribed to "employee"  under  Section  3401(c) of the Code and the
regulations promulgated thereunder.

                  (b) The term "Exchange Act" shall mean the Securities Exchange
Act of 1934, as heretofore and hereafter amended.

                  (c) The term "parent"  shall have,  for purposes of this Plan,
the meaning  ascribed to it under Section 424(e) of the Code and the regulations
promulgated thereunder.

                  (d) The term  "subsidiary"  shall have, for all purposes under
this Plan,  the meaning  ascribed to it under Section 424(f) of the Code and the
regulations promulgated thereunder.

         14.  Termination  or  Amendment  of  Plan.  The  Board  may at any time
terminate  the Plan or make such changes in or additions to the Plan as it deems
advisable without further action on the part of the stockholders of the Company,
provided:

                  (a) that no such  termination  or  amendment  shall  adversely
affect or impair any then  outstanding  Award or related  agreement  without the
consent of the Participant holding such Award or related agreement; and

                  (b)  that no such  amendment  which,  pursuant  to the Code or
regulations thereunder,  requires action by the stockholders may be made without
obtaining, or being conditioned upon, stockholder approval.

         With the  consent  of the  Participant  affected,  the  Board may amend
outstanding  Awards or related  agreements in a manner not inconsistent with the
Plan. The Board shall have the right to amend or modify the terms and provisions
of the Plan and of any outstanding  Incentive  Options granted under the Plan to
the extent  necessary  to qualify  any or all such  Options  for such  favorable
federal income tax treatment  (including  deferral of taxation upon exercise) as
may be afforded incentive stock options under Section 422 of the Code.







  Name of Optionee


                                    HPR INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                   (Amended and Restated HPR 1995 Stock Plan)


         THIS  AGREEMENT  is entered  into by and between  HPR Inc.,  a Delaware
corporation  with  its  principal   office  at  245  First  Street,   Cambridge,
Massachusetts 02142 (hereinafter the "Company"), and the undersigned employee of
the Company (hereinafter the "Optionee").

         WHEREAS,  the Optionee renders important  services to the Company,  and
the Company desires to grant an incentive stock option to the Optionee;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements herein contained, the parties hereto hereby agree as follows:

         1.  Grant, Exercisability and Term of Option.

         (a) The Company  hereby grants to the Optionee  pursuant to the Amended
and Restated  HPR 1995 Stock Plan (the  "Plan") the option to purchase  from the
Company upon the terms and conditions hereinafter set forth the number of shares
("Shares")  of the $.01 par value common stock  ("Common  Stock") of the Company
set forth on the  signature  page below at the  purchase  price per Share so set
forth (the  "Option  Price").  The date of grant of this  option is the date set
forth at the execution page of this Agreement as the "Option Date."

         (b)  Subject  to the  provisions  of Section 5 hereof,  this  option is
exercisable in full or in part and shall remain  exercisable until it expires on
the tenth anniversary of the Option Date, unless the option is sooner terminated
as hereinafter  specified.  Only whole Shares may be purchased  pursuant to this
option.

         2.  Conditions and Limitations.

         (a) The option is granted on the condition  that the purchase of shares
hereunder  shall be for  investment  purposes  and not with a view to  resale or
distribution, except that such condition shall be inoperative if the offering of
Shares subject to the option is registered  under the Securities Act of 1933, as
amended,  or if in the  opinion of counsel  for the  Company  such Shares may be
resold  without  registration.  At the time of the exercise of the option or any
installment  thereof,  the Optionee will execute such further  agreements as the
Company may require to implement the foregoing  condition and to acknowledge the
Optionee's  familiarity  with  restrictions  on the resale of the  Shares  under
applicable  securities  laws,  and the  Company  may  stamp  such  legend on the
certificate  representing the Shares as may be necessary or appropriate in light
of the foregoing condition.

         (b) The Company will furnish upon request of the Optionee copies of the
certificate  of  incorporation  of the Company,  as amended,  and by-laws of the
Company, as amended, and such publicly available financial and other information
concerning  the Company and its  business  and  prospects  as may be  reasonably
requested by the Optionee in connection with exercise of this option.

         (c) The option shall not be  transferable  otherwise than by will or by
the laws of descent  and  distribution,  and except as provided in Section 4 the
option shall be exercisable  during the lifetime of the Optionee by the Optionee
only.  Notwithstanding the foregoing,  however, if the Optionee is determined to
be mentally  incompetent and a guardian or conservator (or other similar person)
is  appointed  by a court of  competent  jurisdiction  to manage the  Optionee's
affairs,  the guardian or conservator (or other similar person) may exercise the
option on behalf of the Optionee, provided that such exercise is made within the
time limits prescribed herein.

         (d) The  option  granted  in this  Agreement  is  subject to the terms,
conditions and definitions of the Plan, a copy of which is attached  hereto.  To
the extent that the terms,  conditions  and  definitions  of this  Agreement are
inconsistent  with those of the Plan, those of this Agreement shall govern.  The
Optionee  hereby accepts this option subject to all such  provisions of the Plan
and agrees that all decisions under, and  interpretations of, such provisions of
the  Plan  by the  Board  of  Directors  of the  Company  (the  "Board")  or the
Committee,  as defined in the Plan, shall be final,  binding and conclusive upon
the Optionee and his or her heirs.

         (e) In the event that the Company, upon the advice of counsel, deems it
necessary  to list upon  official  notice of  issuance  any  shares to be issued
pursuant to the Plan on a national  securities exchange or to register under the
Securities Act of 1933 or other  applicable  federal or state statute any shares
to be issued  pursuant to the Plan,  or to qualify any such shares for exemption
from the registration requirements of the Securities Act of 1933 under the rules
and  regulations  of the  Securities  and  Exchange  Commission  or for  similar
exemption  under state law,  then the Company  shall notify the Optionee to that
effect  and no Shares  shall be  issued  until  such  registration,  listing  or
exemption has been obtained.  The Company shall make prompt  application for any
such  registration,  listing or  exemption  pursuant  to federal or state law or
rules of such  securities  exchange  which it deems  necessary  and  shall  make
reasonable efforts to cause such registration,  listing,  or exemption to become
and remain effective.

         3.  Exercise of Option; Withholding Taxes.

         (a) Written  notice of the  exercise  of the option or any  installment
thereof shall be given to the Company  specifying the number of shares for which
the option is exercised and  accompanied by payment in full of the Option Price.
Payment  shall  be made  (a) in  cash,  (b) by  check,  (c) by  Immediate  Sales
Proceeds,  as defined  below,  (d) by delivery and  assignment to the Company of
shares of Company stock owned by the Optionee  (which shares have a Market Price
not less than the Option Price), or (e) by any combination of the foregoing.  As
used herein,  "Market Price" shall mean the closing price of the Common Stock as
reported on the Nasdaq  National  Market for the relevant date (or, if such date
is not a trading date or if no trades took place on such date, then such closing
price for the last  previous  trading date or the last  previous date on which a
trade  occurred,  as the case may be);  provided  that if the Common Stock is no
longer  traded on the Nasdaq  National  Market on the  relevant  date,  then the
Market  Price  as  of  such  date  shall  be   determined   by  the   Committee.
Notwithstanding the foregoing,  this option may not be exercised by delivery and
assignment  to the  Company of shares of Company  stock to the extent  that such
delivery and  assignment  would  constitute a violation of the provisions of any
law,  or  related  regulation  or rule,  or any  agreement  or  Company  policy,
restricting  the transfer or redemption of the Company's  stock. As used herein,
the term "Immediate Sales Proceeds" shall mean the assignment in form acceptable
to the Company of the proceeds of a sale of the Shares  acquired on the exercise
of this  option  pursuant to a procedure  approved by the  Company.  The Company
reserves  the right to decline to approve any such  procedure  in the  Company's
sole and absolute discretion.

         (b) The  Company's  obligation  to deliver  Shares upon  exercise of an
option  shall  be  subject  to the  Optionee's  satisfaction  of all  applicable
federal,  state and local income and  employment  tax  withholding  obligations.
Without  limiting the  generality of the  foregoing,  the Company shall have the
right to deduct from  payments of any kind  otherwise  due to the  Optionee  any
federal,  state or local taxes of any kind  required by law to be withheld  with
respect to any Shares issued upon exercise of the option.

         4.  Termination of Option.  In the event that the Optionee ceases to be
employed   by  the  Company  or  any  parent  or   subsidiary   of  the  Company
(collectively,  the  "Company  Group") at any time prior to the exercise of this
option  in  full,  this  option  shall  terminate  according  to  the  following
provisions:

         (a) If the  Optionee  ceases to be employed  for any reason  other than
death or disability (as defined in Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code")),  the Optionee may at any time within a period
of one (1) month after the date of such  cessation  of  employment  exercise the
option  to the  extent  that  the  option  was  exercisable  on the date of such
cessation;

         (b) If the Optionee  ceases to be employed  because of  disability  (as
defined in Section  22(e)(3) of the Code), the Optionee may at any time within a
period of six months after the date of such cessation of employment exercise the
option  to the  extent  that  the  option  was  exercisable  on the date of such
cessation; and

         (c) If the Optionee ceases to be employed because of death, the option,
to the extent  that the  Optionee  was  entitled  to  exercise it on the date of
death, may be exercised within a period of six months after the Optionee's death
by the person or persons to whom the  Optionee's  rights  under the option shall
pass by will or by the laws of descent and distribution;

provided, however, that this option may not be exercised to any extent by anyone
after the date of its expiration.

         5. Exercisability of Option. So long as Optionee remains an employee of
the Company, this Option may be exercised only as follows:

         (i)  commencing on the first anniversary hereof, only to the extent 
of one fifth of the Shares; and

         (ii) thereafter,  at the end of each subsequent  quarter, to the extent
of an additional five per cent of the Shares;

less the number of Shares as to which this Option has been exercised.

         6. A. "Market Stand Off" Agreement.  The Optionee,  if requested by the
Company or any managing underwriter of the Company's securities, shall agree not
to sell or  otherwise  transfer or dispose of any Shares of the Company  held by
the  Optionee  during the period up to 180 days,  as requested by the Company or
such  underwriter,  following the effective date of a registration  statement of
the  Company  filed  under the  Securities  Act of 1933  (except for any Company
securities held by the Optionee sold pursuant to such  registration  statement).
Such agreement  shall be in writing in form  satisfactory to the Company or such
underwriter.  The Company may impose stop-transfer  instructions with respect to
the Shares subject to the foregoing restriction until the end of such period.

                  B.   Exceptions  for  Transfers  to  Family.   The  provisions
contained  in this  Section 6 shall not apply to any transfer of Shares to or in
trust for the sole  benefit  of the  Optionee,  or any  member of the  immediate
family of the  Optionee,  including for this purpose the  undersigned's  spouse,
parents,  parents-in-law,  issue, nephews,  nieces,  brothers,  brothers-in-law,
sisters, sisters-in-law, children-in-law and grandchildren-in-law, provided that
such transferee agrees in writing to be subject to the terms of Section 6.

         7. Notice of  Disposition  of Shares.  The  Optionee  hereby  agrees to
notify the Company  promptly if the Optionee  disposes of any Shares  within one
(1) year after the date the  Optionee  exercises  all or part of this  option or
within two (2) years  after the Option  Date.  At any time during the one or two
year periods set forth above,  the Company may place a legend on any certificate
representing  Shares  requesting the transfer  agent for the Company's  stock to
notify the  Company of any such  transfer.  The  obligation  of the  Optionee to
notify the Company of any such transfer  shall continue  notwithstanding  that a
legend has been placed on the  certificate  pursuant to the preceding  sentence.
Optionees  are urged to  review  the  description  of the Plan  provided  by the
Company for a more detailed discussion of the Federal tax consequences of such a
disposition under current law.

         8. $100,000  Limitation.  Under Section 422 of the Code,  the aggregate
Market Price of the shares with respect to which incentive stock options granted
by any member of the  Company  Group  first  become  exercisable  by an employee
during any calendar year cannot exceed $100,000 (the "$100,000 limitation").  To
the extent,  if any,  that the $100,000  limitation is exceeded by reason of the
grant of this  option,  this  option  shall be  deemed,  to the  maximum  extent
possible,  if any,  to be an  incentive  stock  option,  and the portion of this
option that is exercisable for shares in excess of the $100,000 limitation shall
be treated as a non-qualified option pursuant to Section 422(d) of the Code.

         9.  Notices.  All notices or demands given  pursuant to this  Agreement
shall be in  writing  and shall be deemed  to have  been  sufficiently  given if
delivered by hand or sent by  certified or  registered  mail,  postage  prepaid,
addressed  to the Company at its  principal  office or to the  Optionee  (or the
Optionee's  legal  representatives)  at the address stated in the Optionee's (or
their)  notice  or at the  Optionee's  address  appearing  on the  books  of the
Company.

         10. No Employment Commitment;  Tax Treatment.  Nothing herein contained
shall be deemed to be or constitute an agreement or commitment by the Company or
any other  member of the Company  Group to continue  the Optionee in its employ.
Although  the option  granted  hereunder  is intended to qualify as an incentive
stock option under Section 422 of the Code, the Company makes no  representation
about the tax  treatment to the Optionee  with respect to receipt or exercise of
the option or  acquiring,  holding or disposing of the Shares,  and the Optionee
represents  that the Optionee has had the  opportunity to discuss such treatment
(including  the  possible  application  of  Section  83 of the  Code)  with  the
Optionee's tax adviser.  The Optionee shall have no rights as a stockholder with
respect to the shares subject to the option until the exercise of the option and
the  issuance of a stock  certificate  for the Shares with  respect to which the
option shall have been exercised.

         11. Adjustment in Shares, etc.

         (a)  Appropriate  adjustment  shall be made by the Committee in number,
kind, and exercise  price of Shares  covered by the option granted  hereunder to
give  effect  to  any  stock  dividends,   stock  splits,   stock  combinations,
recapitalizations  and other  similar  changes in the capital  structure  of the
Company after the Option Date.

         (b) In the  event of a change  of the  Common  Stock  resulting  from a
merger or  similar  reorganization  as to which  the  Company  is the  surviving
corporation,  the number and kind of Shares  which  thereafter  may be purchased
pursuant to the option granted hereunder, and the number and kind of Shares then
subject to the option granted hereunder and the price per Share thereof shall be
appropriately  adjusted in such manner as the  Committee  may deem  equitable to
prevent  dilution or enlargement of the rights  available or granted  hereunder.
Except  as  otherwise  determined  by  the  Committee,  a  merger  or a  similar
reorganization  which  the  Company  does  not  survive,  or a  sale  of  all or
substantially  all of the assets of the  Company,  shall  cause  this  option to
terminate, to the extent not then exercised,  unless any surviving entity agrees
to assume the obligations hereunder.

         12.  Miscellaneous.  This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of The Commonwealth of  Massachusetts.
This  Agreement  shall be binding upon and inure to the benefit of the heirs and
legal  representatives  of the  Optionee and the  successors  and assigns of the
Company, but shall not be assigned by the Optionee at any time without the prior
written  permission of the Company,  and any such attempted  assignment shall be
void.



IN WITNESS  WHEREOF the parties have executed this Stock Option  Agreement as of
the Option Date.


                                   ----------------------------------
                                   Optionee [Sign name]



                                   [Print name]

                                   Address: _________________________

                                   ----------------------------------


                                   Option Date:


                                   No. of Shares:


                                   Option Price:



Accepted,  as the  issuer of the  Shares,  in  accordance  with the terms of the
foregoing Option Agreement as of the foregoing Option Date.

                                                     HPR INC.


                                                     By:_______________________
                                                          Chairman of the Board





                                                                Name of Optionee


                                    HPR INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                   (Amended and Restated HPR 1995 Stock Plan)


         THIS  AGREEMENT  is entered  into by and between  HPR Inc.,  a Delaware
corporation  with  its  principal   office  at  245  First  Street,   Cambridge,
Massachusetts 02142 (hereinafter the "Company"),  and the undersigned consultant
of the Company (hereinafter the "Optionee").

         WHEREAS,  the Optionee renders important  services to the Company (such
services to be collectively  herein  referred to as "Service"),  and the Company
desires to grant a non-qualified stock option to the Optionee;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements herein contained, the parties hereto hereby agree as follows:

         1.  Grant, Exercisability and Term of Option.

         (a) The Company  hereby grants to the Optionee  pursuant to the Amended
and Restated  HPR 1995 Stock Plan (the  "Plan") the option to purchase  from the
Company upon the terms and conditions hereinafter set forth the number of shares
("Shares")  of the $.01 par value common stock  ("Common  Stock") of the Company
set forth on the  signature  page below at the  purchase  price per Share so set
forth (the  "Option  Price").  The date of grant of this  option is the date set
forth at the execution page of this Agreement as the "Option Date."

         (b)  Subject  to the  provisions  of Section 5 hereof,  this  option is
exercisable in full or in part and shall remain  exercisable until it expires on
the tenth anniversary of the Option Date, unless the option is sooner terminated
as hereinafter  specified.  Only whole Shares may be purchased  pursuant to this
option.

         2.  Conditions and Limitations.

         (a) The option is granted on the condition  that the purchase of shares
hereunder  shall be for  investment  purposes  and not with a view to  resale or
distribution, except that such condition shall be inoperative if the offering of
Shares subject to the option is registered  under the Securities Act of 1933, as
amended,  or if in the  opinion of counsel  for the  Company  such Shares may be
resold  without  registration.  At the time of the exercise of the option or any
installment  thereof,  the Optionee will execute such further  agreements as the
Company may require to implement the foregoing  condition and to acknowledge the
Optionee's  familiarity  with  restrictions  on the resale of the  Shares  under
applicable  securities  laws,  and the  Company  may  stamp  such  legend on the
certificate  representing the Shares as may be necessary or appropriate in light
of the foregoing condition.

         (b) The Company will furnish upon request of the Optionee copies of the
certificate  of  incorporation  of the Company,  as amended,  and by-laws of the
Company, as amended, and such publicly available financial and other information
concerning  the Company and its  business  and  prospects  as may be  reasonably
requested by the Optionee in connection with exercise of this option.

         (c) The option shall not be  transferable  otherwise than by will or by
the laws of descent  and  distribution,  and except as provided in Section 4 the
option shall be exercisable  during the lifetime of the Optionee by the Optionee
only.  Notwithstanding the foregoing,  however, if the Optionee is determined to
be mentally  incompetent and a guardian or conservator (or other similar person)
is  appointed  by a court of  competent  jurisdiction  to manage the  Optionee's
affairs,  the guardian or conservator (or other similar person) may exercise the
option on behalf of the Optionee, provided that such exercise is made within the
time limits prescribed herein.

         (d) The  option  granted  in this  Agreement  is  subject to the terms,
conditions and definitions of the Plan, a copy of which is attached  hereto.  To
the extent that the terms,  conditions  and  definitions  of this  Agreement are
inconsistent  with those of the Plan, those of this Agreement shall govern.  The
Optionee  hereby accepts this option subject to all such  provisions of the Plan
and agrees that all decisions under, and  interpretations of, such provisions of
the  Plan  by the  Board  of  Directors  of the  Company  (the  "Board")  or the
Committee,  as defined in the Plan, shall be final,  binding and conclusive upon
the Optionee and his or her heirs.

         (e) In the event that the Company, upon the advice of counsel, deems it
necessary  to list upon  official  notice of  issuance  any  shares to be issued
pursuant to the Plan on a national  securities exchange or to register under the
Securities Act of 1933 or other  applicable  federal or state statute any shares
to be issued  pursuant to the Plan,  or to qualify any such shares for exemption
from the registration requirements of the Securities Act of 1933 under the rules
and  regulations  of the  Securities  and  Exchange  Commission  or for  similar
exemption  under state law,  then the Company  shall notify the Optionee to that
effect  and no Shares  shall be  issued  until  such  registration,  listing  or
exemption has been obtained.  The Company shall make prompt  application for any
such  registration,  listing or  exemption  pursuant  to federal or state law or
rules of such  securities  exchange  which it deems  necessary  and  shall  make
reasonable efforts to cause such registration,  listing,  or exemption to become
and remain effective.

         3.  Exercise of Option; Withholding Taxes.

         (a) Written  notice of the  exercise  of the option or any  installment
thereof shall be given to the Company  specifying the number of shares for which
the option is exercised and  accompanied by payment in full of the Option Price.
Payment  shall  be made  (a) in  cash,  (b) by  check,  (c) by  Immediate  Sales
Proceeds,  as defined  below,  (d) by delivery and  assignment to the Company of
shares of Company stock owned by the Optionee  (which shares have a Market Price
not less than the Option Price), or (e) by any combination of the foregoing.  As
used herein,  "Market Price" shall mean the closing price of the Common Stock as
reported on the Nasdaq  National  Market for the relevant date (or, if such date
is not a trading date or if no trades took place on such date, then such closing
price for the last  previous  trading date or the last  previous date on which a
trade  occurred,  as the case may be);  provided  that if the Common Stock is no
longer  traded on the Nasdaq  National  Market on the  relevant  date,  then the
Market  Price  as  of  such  date  shall  be   determined   by  the   Committee.
Notwithstanding the foregoing,  this option may not be exercised by delivery and
assignment  to the  Company of shares of Company  stock to the extent  that such
delivery and  assignment  would  constitute a violation of the provisions of any
law,  or  related  regulation  or rule,  or any  agreement  or  Company  policy,
restricting  the transfer or redemption of the Company's  stock. As used herein,
the term "Immediate Sales Proceeds" shall mean the assignment in form acceptable
to the Company of the proceeds of a sale of the Shares  acquired on the exercise
of this  option  pursuant to a procedure  approved by the  Company.  The Company
reserves  the right to decline to approve any such  procedure  in the  Company's
sole and absolute discretion.

         (b) The  Company's  obligation  to deliver  Shares upon  exercise of an
option  shall  be  subject  to the  Optionee's  satisfaction  of all  applicable
federal,  state and local income and  employment  tax  withholding  obligations.
Without  limiting the  generality of the  foregoing,  the Company shall have the
right to deduct from  payments of any kind  otherwise  due to the  Optionee  any
federal,  state or local taxes of any kind  required by law to be withheld  with
respect to any Shares issued upon exercise of the option.

         4.  Termination  of Option.  In the event that the  Optionee  ceases to
perform  Service at any time prior to the exercise of this option in full,  this
option shall terminate according to the following provisions:

         (a) If the Optionee ceases to perform Service for any reason other than
death or disability (as defined in Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code")),  the Optionee may at any time within a period
of one (1) month after the date of such cessation of Service exercise the option
to the extent that the option was exercisable on the date of such cessation;

         (b) If the Optionee ceases to perform Service because of disability (as
defined in Section  22(e)(3) of the Code), the Optionee may at any time within a
period of six months after the date of such  cessation  of Service  exercise the
option  to the  extent  that  the  option  was  exercisable  on the date of such
cessation; and

         (c) If the Optionee  ceases to perform  Service  because of death,  the
option,  to the extent that the Optionee was entitled to exercise it on the date
of death,  may be exercised  within a period of six months after the  Optionee's
death by the person or persons to whom the  Optionee's  rights  under the option
shall pass by will or by the laws of descent and distribution;

provided, however, that this option may not be exercised to any extent by anyone
after the date of its expiration.

         5. Exercisability of Option. So long as Optionee performs Service, this
Option may be exercised only as follows:

         (i)  commencing on the first anniversary hereof,  only to the extent 
of one fifth of the Shares; and

         (ii) thereafter,  at the end of each subsequent  quarter, to the extent
of an additional five per cent of the Shares;less the number of Shares as to 
which this Option has been exercised.

         6. A. "Market Stand Off" Agreement.  The Optionee,  if requested by the
Company or any managing underwriter of the Company's securities, shall agree not
to sell or  otherwise  transfer or dispose of any Shares of the Company  held by
the  Optionee  during the period up to 180 days,  as requested by the Company or
such  underwriter,  following the effective date of a registration  statement of
the  Company  filed  under the  Securities  Act of 1933  (except for any Company
securities held by the Optionee sold pursuant to such  registration  statement).
Such agreement  shall be in writing in form  satisfactory to the Company or such
underwriter.  The Company may impose stop-transfer  instructions with respect to
the Shares subject to the foregoing restriction until the end of such period.

                  B.   Exceptions  for  Transfers  to  Family.   The  provisions
contained  in this  Section 6 shall not apply to any transfer of Shares to or in
trust for the sole  benefit  of the  Optionee,  or any  member of the  immediate
family of the  Optionee,  including for this purpose the  undersigned's  spouse,
parents,  parents-in-law,  issue, nephews,  nieces,  brothers,  brothers-in-law,
sisters, sisters-in-law, children-in-law and grandchildren-in-law, provided that
such transferee agrees in writing to be subject to the terms of this Section 6.

         7.  Notices.  All notices or demands given  pursuant to this  Agreement
shall be in  writing  and shall be deemed  to have  been  sufficiently  given if
delivered by hand or sent by  certified or  registered  mail,  postage  prepaid,
addressed  to the Company at its  principal  office or to the  Optionee  (or the
Optionee's  legal  representatives)  at the address stated in the Optionee's (or
their)  notice  or at the  Optionee's  address  appearing  on the  books  of the
Company.

         8. No Service Commitment; Tax Treatment. Nothing herein contained shall
be deemed to be or  constitute  an agreement or commitment by the Company or any
other  member of the Company  Group to  continue  the  Optionee in Service.  The
option granted hereunder is not intended to qualify as an incentive stock option
under Section 422 of the Code, and the Company makes no representation about the
tax  treatment to the Optionee with respect to receipt or exercise of the option
or acquiring,  holding or disposing of the Shares. The Optionee  represents that
the  Optionee  has had the  opportunity  to  discuss  such  treatment  with  the
Optionee's tax adviser.  The Optionee shall have no rights as a stockholder with
respect to the shares subject to the option until the exercise of the option and
the  issuance of a stock  certificate  for the Shares with  respect to which the
option shall have been exercised.

         9. Adjustment in Shares, etc.

         (a)  Appropriate  adjustment  shall be made by the Committee in number,
kind, and exercise  price of Shares  covered by the option granted  hereunder to
give  effect  to  any  stock  dividends,   stock  splits,   stock  combinations,
recapitalizations  and other  similar  changes in the capital  structure  of the
Company after the Option Date.

         (b) In the  event of a change  of the  Common  Stock  resulting  from a
merger or  similar  reorganization  as to which  the  Company  is the  surviving
corporation,  the number and kind of Shares  which  thereafter  may be purchased
pursuant to the option granted hereunder, and the number and kind of Shares then
subject to the option granted hereunder and the price per Share thereof shall be
appropriately  adjusted in such manner as the  Committee  may deem  equitable to
prevent  dilution or enlargement of the rights  available or granted  hereunder.
Except  as  otherwise  determined  by  the  Committee,  a  merger  or a  similar
reorganization  which  the  Company  does  not  survive,  or a  sale  of  all or
substantially  all of the assets of the  Company,  shall  cause  this  option to
terminate, to the extent not then exercised,  unless any surviving entity agrees
to assume the obligations hereunder.

         10.  Miscellaneous.  This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of The Commonwealth of  Massachusetts.
This  Agreement  shall be binding upon and inure to the benefit of the heirs and
legal  representatives  of the  Optionee and the  successors  and assigns of the
Company, but shall not be assigned by the Optionee at any time without the prior
written  permission of the Company,  and any such attempted  assignment shall be
void.



                  IN WITNESS WHEREOF the parties have executed this Stock Option
Agreement as of the Option Date.


                                        ----------------------------------
                                        Optionee [Sign name]



                                        [Print name]

                                        Address: _________________

                                        --------------------------


                                        Option Date:


                                        No. of Shares:


                                        Option Price:



Accepted,  as the  issuer of the  Shares,  in  accordance  with the terms of the
foregoing Option Agreement as of the foregoing Option Date.

                                                     HPR, INC.


                                                     By:_______________________
                                                          Chairman of the Board