HPR INC.

                     HPR 1995 ELIGIBLE DIRECTORS STOCK PLAN



         1.  Purpose.  The purpose of this plan (the "Plan") is to grant options
to purchase shares of the common stock, $.01 par value (the "Common Stock"),  of
HPR Inc. (the  "Company") to Eligible  Directors (as defined in Section 5 of the
Plan) of the Company at market value on the date of grant.  The Company believes
that the  granting of such  options  (the  "Options")  will serve to enhance the
Company's ability to attract and retain the services of such persons, to provide
additional  incentives to them and to encourage the highest level of performance
by them by offering them a proprietary  interest in the Company's  success.  The
Company also  believes  that the Plan will  encourage  directors to make greater
equity  investment  in the Company,  more closely  aligning the interests of the
directors and the stockholders.

         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, 1996 and amended July 22, 1996 to
be  effective  November 1, 1996,  subject to approval of such  amendment  by the
stockholders of the Company on or before July 22, 1997.

         3. Stock  Covered by the Plan.  Subject to the  adjustment  provided in
Section 8, the  aggregate  number of shares of Common  Stock which may be issued
and sold  pursuant to Options  granted  under the Plan shall not exceed  150,000
shares,  which may be either  authorized but unissued shares or treasury shares.
If any Option  granted  under the Plan shall  terminate or expire  without being
fully exercised,  the shares which have not been purchased thereunder will again
become available for purposes of the Plan.

         4.  Administration.  The 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 Options. No members of the Board or the Committee
shall be held liable for any action or determination under the Plan made in good
faith with respect to the Plan or any Option granted thereunder.

         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 Options under the Plan shall be approved by the
Board of Directors.

         6. Option  Grants.  "Eligible  Directors"  shall mean  directors of the
Company who are directors on the date of grant, and who are not employees of the
Company. All Options granted under the Plan shall be non-statutory stock options
which are not intended to meet the  requirements  of Section 422 of the Internal
Revenue  Code of 1986 as amended (the "Code") and which are intended to be taxed
under Section 83 of the Code.

                  After June 30, 1996,  each  Eligible  Director on the 30th day
following the date on which the first Annual Meeting of the  Stockholders of the
Company  (the  "Annual  Meeting")  in which he is elected as a director  is held
shall, upon approval by the Board of Directors, be granted an Option to purchase
10,000 shares of Common Stock.  After June 30, 1996, each Eligible  Director who
is such on the 30th day  following  the date on  which  each  subsequent  Annual
Meeting  is held  during  the term of the  Plan  shall on such  30th  day,  upon
approval  by the Board of  Directors,  be  granted an Option to  purchase  4,000
shares of Common  Stock.  Each such  Option is  referred to herein as a "Regular
Option."

                  The date of grant of an Option to an Eligible  Director  under
the Plan shall be the applicable day referred to immediately above.

         7.  Option  Price.  The price per share at which  each  Regular  Option
granted under the Plan to an Eligible Director may be exercised ("Regular Option
Price")  shall be the Market  Price of the  Common  Stock as  determined  by the
closing price of such 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.

                  In no event  shall the  Option  Price per share for any Option
under the Plan be less than the par value per share.

         8. Terms and Conditions of Options.  Each Option granted under the Plan
shall be evidenced by and subject to the terms and conditions of an Option Grant
attached  hereto as Exhibit A. Each Option Grant  executed  and  delivered to an
Eligible Director shall contain the following terms and conditions:

                  (a)      Exercise of Options.  Each Option shall expire 10 
years from the date of grant of such Option.

                  (b)  Payment.  Each  Eligible  Director  to whom an  Option is
granted may exercise such Option from time to time, in whole or in part,  during
the period that it is exercisable,  by payment of the Option Price of each share
purchased,  in cash,  or by  delivery  to the  Company  of a number of shares of
Common Stock  having an  aggregate  Market Price of not less than the product of
the Option Price  multiplied by the number of shares the participant  intends to
purchase  upon  exercise of the Option on the date of delivery.  Notwithstanding
the  foregoing,  the exercise  price of an Option may not be paid by delivery to
the  Company of shares of Common  Stock to the extent that such  delivery  would
constitute  a  violation  of  the  provisions  of  any  law  (including  without
limitation Section 16 of the Act) or related regulation or rule.

                  (c) Transfer  Restrictions.  The shares of Common Stock issued
upon  exercise  of an  Option  granted  under  this Plan  will be  acquired  for
investment and not with a view to distribution  thereof unless there shall be an
effective  registration  statement  under the Securities Act of 1933, as amended
(the "1933 Act"), with respect thereto. In the event that the Company,  upon the
advice of counsel,  deems it necessary to list upon official  notice of issuance
shares to be issued pursuant to the Plan on a national securities exchange or to
register  under the 1933 Act 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 1933 Act under the Rules and
Regulations of the Securities and Exchange  Commission or for similar  exemption
under state law, then the Company  shall notify each  Eligible  Director to that
effect and no shares of Common Stock  subject to an Option 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.  The shares of Common Stock issued
on exercise of the Option shall be subject to any  restrictions on transfer then
in effect  pursuant  to the  Certificate  of  Incorporation  or  By-laws  of the
Company.

                  (d)  Non-Transferability.  No Option may be transferred by the
Optionee, other than by will or the laws of descent and distribution.  An Option
can be exercised during such individual's lifetime only by him or her, provided,
however, that the Board may permit an Eligible Director to transfer an Option if
such transfer is made pursuant to uniformly applied criteria  established by the
Board prior to such transfer.

                  (e)  Termination of  Directorship.  Nothing in this Plan or in
any Option Grant shall  confer upon any Eligible  Director the right to continue
as a director of the Company. An Eligible Director's right to participate in the
Plan shall automatically terminate if and when such Director becomes an employee
of the Company.  Each Option shall  terminate  and may no longer be exercised if
the Eligible  Director  ceases to provide  services to the Company in accordance
with the following provisions:

                            (i)     Options  granted  to  an  Eligible  Director
                                    shall  cease  to be  exercisable  12  months
                                    after the date such Director  ceases to be a
                                    director  for any reason  other than  death,
                                    but in no event after the  expiration of the
                                    Option.

                           (ii)     If  an  Eligible  Director  ceases  to  be a
                                    director on account of his death, any Option
                                    previously  granted  to him,  whether or not
                                    exercisable  at the  date of  death,  may be
                                    exercised by his executor,  administrator or
                                    the  person or  persons  to whom his  rights
                                    under the  Option  shall pass by will or the
                                    applicable laws of descent and distribution,
                                    at any time within 12 months  after the date
                                    of  death,   but  in  no  event   after  the
                                    expiration of the Option.

         9.    Stock    Dividends;    Stock    Splits;    Stock    Combinations;
Recapitalizations.  The aggregate  number and kind of shares  reserved under the
Plan,  the  maximum  number of shares as to which  Options may be granted to any
individual and the Option Price per share shall be appropriately adjusted by the
Committee in the event of any  recapitalization,  stock split,  stock  dividend,
combination  of shares,  or other similar  change in the  capitalization  of the
Company which occurs after the expiration date of the Plan, but no adjustment in
the Option  Price shall be made which would reduce the Option Price per share to
less than the par value per share.

         10.  Merger;  Sale of  Assets.  Prior  to a  dissolution,  liquidation,
merger,  consolidation,  or  reorganization  of the Company (the  "Event"),  the
Committee may decide to terminate each outstanding  Option.  If the Committee so
decides,  such Option shall terminate as of the effective date of the Event, but
the Committee shall suspend the exercise of all outstanding Options a reasonable
time  prior to the Event,  giving  each  Optionee  not less than  fourteen  days
written  notice  of the date of  suspension,  prior to  which  an  Optionee  may
purchase  in  whole  or in part the  shares  available  to him as of the date of
receipt of the notice. If the Event is not consummated,  the suspension shall be
removed and all Options shall  continue in full force and effect  subject to the
terms of their respective Option Grants.

         11. Termination or Amendment of Plan. The Committee may amend, suspend,
or terminate the Plan, including the form of Option Grant incorporated herein by
reference.   No  such  action,   however,  may  be  taken  without  approval  or
ratification  by the  stockholders  if such approval or ratification is required
under Section 162(m) of the Code. No such action may, without the consent of the
holder of the Option, alter or impair any Option previously granted.

                  In any event,  the Plan shall terminate 10 years from the date
of adoption by the Board of Directors,  or if earlier, from the date of approval
by the  stockholders.  Any  shares  remaining  under  the  Plan  at the  time of
termination  which are not subject to  outstanding  Options and any shares which
thereafter  become  available  because of the  expiration or  termination  of an
Option shall cease to be reserved for purposes of the Plan.






                                                                Name of Optionee


                                    HPR INC.
                         ELIGIBLE DIRECTORS OPTION GRANT

         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
non-employee director 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 HPR 1995
Eligible  Directors  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) 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 a
director 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 be a director  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 twelve  months  after the date of such  cessation  of  service  as a director
exercise the option to the extent that the option was exercisable on the date of
such cessation;

         (b) If the Optionee  ceases to be a director  because of disability (as
defined in Section  22(e)(3) of the Code), the Optionee may at any time within a
period of  twelve  months  after  the date of such  cessation  of  service  as a
director  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 a  director  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 twelve 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  is an  Eligible
Director, 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 year, to the extent 
of an additional twenty 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
entitle the Optionee to remain a director of HPR or an Eligible  Director  under
the plan.  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  in 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  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
not 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