HPR INC.

                    AMENDED AND RESTATED HPR 1991 STOCK PLAN



         1. Purpose.  The purpose of this HPR 1991 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") and
(iii)  stock bonus  awards  ("Bonuses").  (Items (i)  through  (iii) 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 December  17, 1991 (the  "effective  date" of the
Plan).  This Plan  retitles  and  replaces in its entirety the 1991 Stock Option
Plan of the Company,  which was amended and restated,  effective March 31, 1992,
the date of adoption of such amendment and  restatement  by the Board.  The Plan
was further  amended on April 7, 1995 and June 26, 1995.  This Plan  restates in
its  entirety  the HPR 1991 Stock Plan,  which was  amended and  restated by the
Board 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  1,160,000 shares of the
common  stock,  $0.01 par value,  of the Company  ("Common  Stock").  Any Shares
subject to an Option or Purchase  Authorization  which for any reason expires or
is  terminated  unexercised  as to such Shares and any Shares  reacquired by the
Company  pursuant to forfeiture or a repurchase right hereunder 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
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 he  Board  (the  "Committee")  the
authority  to  administer  this  Plan  as set  forth  in this  Section  4 and to
recommend  that the Board grant Awards  hereunder.  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 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  (but,
effective  July 1, 1995,  excluding  members of the Board who are not 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  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(j)(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  or  Purchase
Authorization  is  granted  or made.  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. Fair market value shall be determined by the Board in accordance with
applicable  provisions of the Code then in effect.  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) Number of Shares.  Each agreement shall specify the number
of Shares to which it pertains.

                  (c) 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(j)(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(d)(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.

                  (d) 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(c)(ii)  above  to  the
appropriate  broker,  if  exercise of an Option is made  pursuant  to  paragraph
8(c)(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(c)(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.

                  (e)  Withholding  Taxes;  Delivery  of Shares.  The  Company's
obligation  to  deliver  Shares  upon  exercise  of an Option  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  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.

                  (f)  Non-Transferability.  No Option or Purchase Authorization
shall be transferable  by the Participant  otherwise than by will or the laws of
descent or  distribution,  and each  Option 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 a Award if such
transfer is made  pursuant to uniformly  applied  criteria,  established  by the
Board prior to such transfer.

                  (g)  Termination  of  Options  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  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, or Purchase Authorization may be exercised to
any extent by anyone after the date of its  expiration;  and provided,  further,
that Options 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.

(h) 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.
                  
(i) Repurchase of Shares by the Company.  
     Any Shares  purchased or acquired upon exercise of an Option 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,  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, or bonus agreement pursuant to which the Shares were purchased
or acquired.

(j) 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.

                  (k)   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.

                  (l) 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 500,000 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 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 or Purchase  Authorization under the Plan and
the number and kind of Shares then subject to Options 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 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 or Purchase  Authorizations and some or all of the unvested
Shares  acquired  upon  exercise of any one or more of such  Options 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 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
                                                (HPR 1991 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 HPR 1991
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.  Additionally,  if the
Optionee is subject to Section 16(b) of the Securities  Exchange Act of 1934, as
amended, or the rules and regulations promulgated thereunder, any disposition by
the Optionee of the Optioned Shares purchased under the Option within six months
of the date of grant may  deprive  the  Optionee  of the  protection  from 16(b)
liability which the provisions of the Plan seek to provide.


         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
                                                (HPR 1991 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 HPR 1991
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.

<PAGE>





                  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