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                                                                 EXHIBIT 10.9


                             COMPAQ COMPUTER CORPORATION
                  1998 FORMER NONEMPLOYEE REPLACEMENT OPTION PLAN

                     (FORMERLY DIGITAL EQUIPMENT CORPORATION
            1995 and 1990 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
        No new grants will be issued under these Plans after June 11, 1998)

1995 Plan (As Amended and Restated on June 12, 1997):

Section 1 -- Purpose

     The purpose of the 1995 Stock Option Plan for Nonemployee Directors (the
"Plan") is to increase the proprietary interest of nonemployee members of the
Board of Directors in the continued success of Digital Equipment
Corporation(the "Corporation") and to provide them with an incentive to
continue to serve as directors.

Section 2 -- Administration

     The Plan shall be administered by the Compensation and Stock Option
Committee of the Board of Directors of the Corporation, or any successor
committee thereto. The Committee shall have responsibility finally and
conclusively to interpret the provisions of the Plan and to decide all
questions of fact arising in its application. No member of the Committee
shall be liable for any action or determination made in good faith with
respect to the Plan.

Section 3 -- Type of Options

     Options granted pursuant to the Plan shall be nonstatutory options which
are not intended to meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

Section 4 -- Eligibility

     Directors of the Corporation who are not employees of the Corporation or
any subsidiary or affiliate thereof ("Nonemployee Directors") shall be
eligible to participate in the Plan. Each Nonemployee Director to whom
options are granted hereunder shall be a participant ("Participant") under
the Plan. Nonemployee Directors who were serving as directors of the
Corporation on January 1, 1995 are referred to herein as "Existing
Nonemployee Directors." Nonemployee Directors who commence service as
directors of the Corporation
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after January 1, 1995 are referred to herein as "New Nonemployee Directors."

Section 5 -- Stock Available under the Plan

     Subject to adjustment as provided in Section 9 below, an aggregate
of50,000 shares of the Corporation's Common Stock, plus the number of shares
of Common Stock available for issuance under the Corporation's 1990 Stock
Option Plan for Nonemployee Directors as of the date of approval of the Plan
by the Corporation's stockholders, shall be available for issuance pursuant
to the provisions of the Plan. Such shares may be authorized and unissued
shares or maybe shares issued and thereafter acquired by the Corporation. If
an option granted under the Plan or under the 1990 Plan shall expire or
terminate for any reason without having been exercised in whole or in part,
the unpurchased shares subject to such option shall again be available for
subsequent option grants under the Plan

Section 6 -- Automatic Grant of Options

(a) In each year prior to 1997, on the date of the Corporation's Annual Meeting
of Stockholders, each Existing Nonemployee Director who continues in office
after said Annual Meeting, shall receive automatically and without further
action by the Board of Directors or the Committee, a grant of an option to
purchase 1,000 shares of Common Stock of the Corporation in accordance with the
provisions of Section 7, and subject to adjustment as provided in Section 9.

(b) In each year prior to 1997, on the date of the Corporation's Annual Meeting
of Stockholders, each New Nonemployee Director who continues in office after
said Annual Meeting, shall receive automatically and without further action by
the Board of Directors or the Committee, a grant of an option to purchase 2,500
shares of Common Stock of the Corporation in accordance with the provisions of
Section 7, and subject to adjustment as provided in Section 9.

(c) Commencing with the date of the Corporation's Annual Meeting of Stockholders
in 1997, each year, on the date of the Corporation's Annual Meeting of
Stockholders, each Existing Nonemployee Director who is 65 years of age or older
as of the date of the Corporation's Annual Meeting of Stockholders in 1997and
who continues in office after said Annual Meeting, shall receive automatically
and without further action by the Board of Directors or the Committee, a grant
of an option to purchase 3,500 shares of Common Stock of the Corporation in
accordance with the provisions of Section 7, and subject to adjustment as
provided in Section 9.

(d) Commencing with the date of the Corporation's Annual Meeting of Stockholders
in 1997, each year, on the date of the Corporation's Annual

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Meeting of Stockholders, each (a) New Nonemployee Director who continues in
office after said Annual Meeting and (b) Existing Nonemployee Director who is
less than 65years of age as of the date of the Corporation's Annual Meeting
of Stockholders in 1997 and who continues in office after said Annual
Meeting, shall receive automatically and without further action by the Board
of Directors or the Committee, a grant of an option to purchase 6,000 shares
of Common Stock of the Corporation in accordance with the provisions of
Section 7, and subject to adjustment as provided in Section 9.

Section 7 -- Terms and Conditions of Options

7.1 Exercise of Options.

(a) Each option granted under the Plan shall be exercisable at the rate of 33%
on the first and second anniversaries of the date such option was granted and
34% on the third anniversary of the date such option was granted, subject to the
provisions of Section 8 hereof.

(b) Notwithstanding the provisions of paragraph (a) above, an option granted to
any Participant shall become immediately exercisable in full upon the first to
occur of:

(1) The death of any Participant, in which case the option may be exercised by
the Participant's executor or administrator, or if not so exercised, by the
legatees or distributees of his or her estate or by such other person or persons
to whom the Participant's rights under the option shall pass by will or by the
applicable laws of descent and distribution;

(2) Such time as the Participant ceases to be a director of the
Corporation by reason of his or her permanent disability; or

(3) Such time as the Participant retires from the Board of Directors so long as
he or she is at least 70 years of age and has completed at least five years of
service as a Director at the time of such retirement.

(c) In the event that the Participant ceases to be a director of the Corporation
for any reason other than those specified in paragraph (b) above prior to the
time a Participant's option becomes fully exercisable, the option will terminate
with respect to the shares as to which the option is not then exercisable and
all rights of the Participant to such shares shall terminate without further
obligation on the part of the Corporation.

(d) In the event that the Participant ceases to be a director of the Corporation
after his or her option has become exercisable in whole or in part, such option
shall remain exercisable in whole or in part, as the case may be, in accordance
with the terms hereof.

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(e) Options granted under the Plan shall expire ten years from the date on which
the option is granted, unless terminated earlier in accordance with the Plan;
provided, however, that in the event a Participant ceases to be a director of
the Corporation by reason of death, including without limitation in the event
that a Participant dies after ceasing to be a director of the Corporation by
reason of disability or retirement, any option granted to such Participant
hereunder shall expire one year from the date of the Participant's death
(whether or not this period ends after expiration of the exercise period).

7.2 Exercise Price.

     The exercise price of an option shall be 100% of the fair market value
per share of Common Stock of the Corporation on the date the option is
granted. For purposes of the Plan, "fair market value" of a share of stock on
any date shall mean the average of the high and low selling prices of the
Corporation's Common Stock on the New York Stock Exchange Composite
Transactions Index as of the date of grant, or if the date of grant is not a
business day, as of the last business day for which prices are available
prior to the date of grant.

7.3 Payment of Exercise Price.

(a) Subject to the terms and conditions of the Plan and the documentation of the
options pursuant to Section 7.5 hereof, an option granted hereunder shall, to
the extent then exercisable, be exercisable in whole or in part by giving
written notice to the Corporation stating the number of shares with respect to
which the option is being exercised, accompanied by payment in full for such
shares; provided, however, that there shall be no such exercise at anyone time
as to fewer than one hundred (100) shares or all of the remaining shares then
purchasable by the person or persons exercising the option, if fewer than one
hundred (100) shares.

(b) Options granted under the Plan may be paid for by (i) delivery of cash, bank
draft, money order or a check to the order of the Corporation in an amount equal
to the exercise price of such options, (ii) by delivery to the Corporation of
shares of Common Stock of the Corporation already owned by the Participant
having a fair market value equal in amount to the exercise price of the option
being exercised, provided that such method is consistent with applicable tax
laws, (iii) if permitted by applicable law, through the delivery of an
assignment to the Corporation of a sufficient amount of the proceeds from the
sale of Common Stock of the Corporation acquired upon exercise to pay for all of
the Common Stock so acquired and an authorization to the broker or selling agent
to pay that to the Corporation, or (iv) by any combination of such methods of
payment.

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7.4 Rights as a Stockholder.

     Except as specifically provided by the Plan, the grant of an option will
not give a Participant rights as a stockholder; the Participant will obtain
such rights, subject to any limitations imposed by the Plan, upon actual
receipt of Common Stock of the Corporation.

7.5 Documentation of Option Grants.

     Option grants shall be evidenced by written instruments prescribed by
the Committee from time to time. The instruments may be in the form of
agreements to be executed by both the Participant and the Corporation or
certificates, letters or similar instruments, which need not be executed by
the Participant but acceptance of which will evidence agreement to the terms
of the grant.

7.6 Nontransferability of Options.

     No option granted under the Plan shall be assignable or transferable by
the Participant to whom it is granted, either voluntarily or by operation of
law, except by will or the laws of descent and distribution. During the life
of the Participant, the option shall be exercisable only by such person (or
in the event of incapacity, by the person or persons properly appointed to
act on his or her behalf).

7.7 Approvals.

     The effectiveness of the Plan and of the grant of all options is subject
to the approval of the Plan by the affirmative vote of a majority of the
shares of the Corporation's Common Stock present in person or by proxy and
entitled to vote at a meeting of the stockholders at which the Plan is
presented for approval. Notwithstanding anything to the contrary in the Plan,
no Options granted hereunder shall become exercisable until such approval has
been received. The Corporation's obligation to sell and deliver shares of
stock under the Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of the stock.

Section 8 -- Regulatory Compliance and Listing

(a) The issuance or delivery of any shares of stock subject to exercisable
Options hereunder may be postponed by the Committee for such period as may be
required to comply with any applicable requirements under the Federal securities
laws, any applicable listing requirements of any national securities exchange or
any requirements under any law or regulation applicable to the issuance or
delivery of such shares. The Corporation shall not be obligated to issue or
deliver any such shares if the issuance or delivery

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thereof would constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.

(b) Should any provision of this Plan require modification or be unnecessary to
comply with the requirements of Section 16 of and Rule 16b-3under the Securities
Exchange Act of 1934, as amended ("1934 Act"), the Committee may waive such
provision and/or amend this Plan to add to or modify the provisions hereof
accordingly.

(c) It is the Corporation's intent that the Plan comply in all respects with
Rule 16b-3 of the 1934 Act (or any successor or amended provisions thereof)and
any applicable Securities and Exchange Commission interpretations thereof. If
any provision of this Plan is deemed not to be in compliance with Rule 16b-3,the
provision shall be null and void.

Section 9 -- Adjustment in Event of Changes in Capitalization

     In the event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Corporation's capitalization, or
other distribution with respect to holders of the Corporation's Common Stock
other than normal cash dividends, automatic adjustment shall be made in the
number and kind of shares as to which outstanding options or portions thereof
then unexercised shall be exercisable and in the available shares set forth
in Section 5 hereof, to the end that the proportionate interest of the option
holder shall be maintained as before the occurrence of such event. Such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share. Automatic adjustment
shall also be made in the number and kind of shares subject to options
subsequently granted under the Plan.

Section 10 -- No Right to Reelection

     Nothing in the Plan shall be deemed to create any obligation on the part
of the Board of Directors or standing Committee thereof to nominate any
Nonemployee Director for reelection by the Corporation's stockholders, nor
confer upon any Nonemployee Director the right to remain a member of the
Board of Directors for any period of time, or at any particular rate of
compensation.

Section 11 -- Amendment and Termination

(a) The Board of Directors shall have the right to amend, modify or terminate
the Plan at any time and from time to time; provided, however, that unless
required by law, no such amendment or modification shall (a) affect any right or
obligation with respect to any grant theretofore made; or (b) unless

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previously approved by the stockholders, increase the number of shares of
Common Stock available for grants as provided in Section 5 hereof (as
adjusted pursuant to Section 9 hereof). In addition, no such amendment shall,
unless previously approved by the stockholders (where such approval is
necessary to satisfy then applicable requirements of federal securities laws,
the Code or rules of any stock exchange on which the Corporation's Common
Stock is listed), (i) in any manner affect the eligibility requirements set
forth in Section 4 hereof, (ii)except to the extent provided for in Section 9
hereof, increase the number of shares of Common Stock subject to any option,
(iii) except to the extent provided for in Section 9 hereof, change the
purchase price of the shares of Common Stock subject to any option, (iv)
extend the period during which options may be granted under the Plan, (v)
materially increase the benefits to Participants under the Plan, (vi) in any
manner cause Rule 16b-3under the 1934 Act (or any successor provision
thereof) to become inapplicable to this Plan; and provided further that,
except to the extent permitted by Rule16b-3, the provisions of this Plan
specified in Rule 16b-3(c)(2)(ii)(A) (or any successor or amended provision
thereof) under the 1934 Act (including without limitation, provisions of
eligibility, amount, price and timing of awards) may not be amended more than
once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.

(b) Unless earlier terminated by the Board of Directors, the Plan shall
terminate on December 31, 2000; provided, however, that options which are
granted on or before this date shall remain exercisable in accordance with their
respective terms after the termination of the Plan.

Section 12 -- 1990 Plan

     Upon approval of the Plan by the Corporation's stockholders, the
authority to grant options under the 1990 Stock Option Plan for Nonemployee
Directors shall expire. Options granted pursuant to the 1990 Stock Option
Plan for Nonemployee Directors shall remain outstanding and exercisable and
subject to the option agreement related thereto, or in accordance with such
other terms and conditions as the Committee shall determine.

Section 13 -- Governing Law

     The Plan shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts.

1990 Plan:

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Section 1 - Purpose.

The purpose of the 1990 Stock Option Plan for Nonemployee Directors (the "Plan")
is to increase the proprietary interest of nonemployee members of the Board of
Directors in the continued success of Digital Equipment Corporation (the
"Company") and to provide them with an incentive to continue to serve as
directors.

Section 2 - Administration.

     The Plan shall be administered by the Compensation and Stock Option
Committee of the Board of Directors of the Company, or any successor
committee thereto. The Committee shall have responsibility finally and
conclusively to interpret the provisions of the Plan and to decide all
questions of fact arising in its application. No member of the Committee
shall be liable for any action or determination made in good faith with
respect to the Plan.

Section 3 -- Type of Options.

     Options granted pursuant to the Plan shall be nonstatutory options which
are not intended to meet the requirements of Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code").

Section 4 - Eligibility.

     Directors of the Company who are not employees of the Company or any
subsidiary or affiliate thereof ("Nonemployee Directors") shall be eligible
to participate in the Plan. Each Nonemployee Director to whom stock options
are granted shall be a participant ("Participant") under the Plan.

Section 5 -- Stock Available under the Plan.

     Subject to adjustment as provided in Section 10 below, an aggregate of
100,000 shares of the Company's Common Stock shall be available for issuance
pursuant to the provisions of the Plan. Such shares may be authorized and
unissued shares or may be shares issued and thereafter acquired by the
Company. If an option granted under the Plan shall expire or terminate for
any reason without having been exercised in whole or in part, the unpurchased
shares subject to such option shall again be available for subsequent option
grants under the Plan.

Section 6 -- Automatic Grant of Options.

(a) Each Nonemployee Director in office at the time the Plan is approved

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by the Company's stockholders pursuant to Section 7.7 hereof shall receive
automatically and without further action by the Board of Directors or the
Committee a grant of an option to purchase 5,000 shares of Common Stock of
the Company in accordance with the provisions of Section 7, and subject to
adjustment as provided in Section 10. Such grant shall be made as of the date
of approval of the Plan by the Company's stockholders.

(b) Each Nonemployee Director who commences his or her service as a director
after approval of the Plan by the Company's stockholders pursuant to Section 7.7
hereof shall receive automatically and without further action by the Board of
Directors or the Committee a grant of an option to purchase 5,000shares of
Common Stock of the Company in accordance with the provisions of Section 7, and
subject to adjustment as provided in Section 10. Such grant shall be made as of
the date of such Nonemployee Director's commencement of service as a director of
the Company.

Section 7 -- Terms and Conditions of Options

7.1 Exercise of Options.

(a) Each option granted under the Plan shall be exercisable at the rate of 20%
per year commencing on the first anniversary of the date the Participant begins
serving as a Director, subject to the provisions of Section 9hereof. Each option
granted under the Plan to Nonemployee Directors who commenced service as a
director prior to the date of stockholder approval of the Plan shall be
exercisable to the extent of 20% of the shares covered by the option for each
year of service completed as of such date, subject to the provisions of Section
9 hereof.

(b) Notwithstanding the provisions of paragraph (a) above, an option granted to
any Participant shall become immediately exercisable in full upon the first to
occur of: (1) The death of any Participant, in which case the option maybe
exercised by the Participant's executor or administrator, or if not so
exercised, by the legatees or distributees of his or her estate or by such other
person or persons to whom the Participant's rights under the option shall pass
by will or by the applicable laws of descent and distribution; (2) Such time as
the Participant ceases to be a director of the Company by reason of his or her
permanent disability.

(c) In the event that a Participant ceases to be a director of the Company as a
result of retirement from the Board of Directors at a time when such Participant
is eligible to receive benefits under the Company's Retirement Arrangement for
Nonemployee Directors in effect as of the effective date of this Plan, or if not
eligible to receive such benefits, at a time when such Participant has reached
age 70 and has completed at least five years of service as a Director of the
Company, such Participant shall retain the option

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granted to him or her under the Plan whether or not it is fully exercisable
at the time of such retirement, and such option, if not fully exercisable at
the time of such retirement, shall become exercisable in accordance with the
terms of paragraph (a) above, as if the Participant's service as a director
had continued.

(d) In the event that the Participant ceases to be a director of the Company for
any reason other than those specified in paragraphs (b) and (c)above prior to
the time a Participant's option becomes fully exercisable, the option will
terminate with respect to the shares as to which the option is not then
exercisable and all rights of the Participant to such shares shall terminate
without further obligation on the part of the Company.

(e) In the event that the Participant ceases to be a director of the Company
after his or her option has become exercisable in whole or in part, such option
shall remain exercisable in whole or in part, as the case may be, in accordance
with the terms hereof.

(f) Options granted under the Plan shall expire ten years from the date on which
the option is granted, unless terminated earlier in accordance with the Plan;
provided, however, that in the event a Participant ceases to be a Director of
the Company by reason of death, including without limitation in the event that a
Participant dies after ceasing to be a Director of the Company by reason of
disability or retirement, any option granted to such Participant hereunder shall
expire one year from the date of the Participant's death(whether or not this
period ends after expiration of the exercise period).

     7.2 Exercise Price. The exercise price of an option shall be 100% of the
fair market value per share of Common Stock of the Company on the date the
option is granted. For purposes of the Plan, "fair market value" of a share
of stock on any date shall mean the average of the high and low selling
prices of the Company's Common Stock on the New York Stock Exchange Composite
Transactions Index as of the date of grant, or if the date of grant is not a
business day, as of the last business day for which prices are available
prior to the date of grant.

7.3 Payment of Exercise Price.

(a) Subject to the terms and conditions of the Plan and the documentation of the
options pursuant to Section 7.5 hereof, an option granted hereunder shall, to
the extent then exercisable, be exercisable in whole or in part by giving
written notice to the Company stating the number of shares with respect to which
the option is being exercised, accompanied by payment in full for such shares;
provided, however, that there shall be no such exercise at anyone time as to
fewer than one hundred (100) shares or all of the remaining shares

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then purchasable by the person or persons exercising the option, if fewer
than one hundred (100) shares.

(b) Options granted under the Plan may be paid for by delivery of cash or a
check to the order of the Company in an amount equal to the exercise price of
such options, or by delivery to the Company of shares of Common Stock of the
Company already owned by the Participant having a fair market value equal in
amount to the exercise price of the option being exercised, provided that such
method is consistent with applicable tax laws, or by any combination of such
methods of payment.

7.4 Rights as a Stockholder. Except as specifically provided by the Plan, the
grant of an option will not give a Participant rights as a stockholder; the
Participant will obtain such rights, subject to any limitations imposed by the
Plan, upon actual receipt of Common Stock of the Company.

7.5 Documentation of Option Grants. Option grants shall be evidenced by written
instruments prescribed by the Committee from time to time. The instruments may
be in the form of agreements to be executed by both the Participant and the
Company or certificates, letters or similar instruments, which need not be
executed by the Participant but acceptance of which will evidence agreement to
the terms of the grant.

7.6 Nontransferability of Options. No option granted under the Plan shall be
assignable or transferable by the Participant to whom it is granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution. During the life of the Participant, the option shall be
exercisable only by such person (or in the event of incapacity, by the person or
persons properly appointed to act on his or her behalf).

7.7 Approvals. The effectiveness of the Plan and of the grant of all options is
subject to(i) the approval of the Plan by the affirmative vote of a majority of
the shares of the Company's Common Stock present in person or by proxy and
entitled to vote at a meeting of the stockholders at which the Plan is presented
for approval and(ii) receipt by the Company of an opinion of counsel or the
written concurrence of the Staff of the Securities and Exchange Commission with
opinions as set forth in a no-action letter, related to compliance of the Plan
with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, (the "1934 Act"), and such other matters deemed necessary or
appropriate by counsel for the Company. In the event that such approval as
aforesaid has not been received on or before August 13, 1991, or in the event
that such opinion or concurrence has not been received on or before August 13,
1991, then in either such event the Plan and options granted hereunder shall be
null and void, and upon the occurrence of both such approval and opinion or
concurrence as aforesaid, the Plan and suchoptions

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shall become effective as of the date of the stockholders' approval of the
Plan. Notwithstanding anything to the contrary in the Plan, no options
granted hereunder shall become exercisable until such approval and opinion or
concurrence have been received. The Company's obligation to sell and deliver
shares of stock under the Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance or sale of
the stock.

Section 8 -- Regulatory Compliance and Listing.

(a) The issuance or delivery of any shares of stock subject to exercisable
options hereunder may be postponed by the Committee for such period as may be
required to comply with any applicable requirements under the Federal securities
laws, any applicable listing requirements of any national securities exchange or
any requirements under any law or regulation applicable to the issuance or
delivery of such shares. The Company shall not be obligated to issue or deliver
any such shares if the issuance or delivery thereof would constitute a violation
of any provision of any law or of any regulation of any governmental authority
or any national securities exchange.

(b) No discretion concerning decisions regarding the Plan shall be afforded to a
person who is not a "disinterested person" within the meaning of Section 16 of
and Rule 16b-3 promulgated under the 1934 Act. Sections 4 and 6 hereof shall not
be amended more than once every six months, other than to comport with changes
in the Code or the rules thereunder. Should any provision of this paragraph
require modification or be unnecessary to comply with the requirements of
Section 16 of and Rule 16b-3 under the 1934 Act, the Committee may waive such
provision and/or amend this Plan to add to or modify the provisions hereof
accordingly.

Section 9 -- Holding Periods.

     Any option granted under the Plan may not be exercised for at least six
months after the grant thereof, and the shares of stock that are received
upon exercise of any option granted under the Plan may not be sold for at
least six months after acquisition thereof, except in the event of the
disability or death of the holder thereof. Should any provision of this
paragraph require modification or be unnecessary to comply with the
requirements of Section 16 of and Rule 16b-3 under the 1934 Act, the
Committee may waive such provision and/or amend this Plan to add to or modify
the provisions hereof accordingly.

Section 10 -- Adjustment in Event of Changes in Capitalization.

     In the event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Company's capitalization, or other
distribution with respect to holders of the Company's Common Stock other than

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normal cash dividends, automatic adjustment shall be made in the number and
kind of shares as to which outstanding options or portions thereof then
unexercised shall be exercisable and in the available shares set forth in
Section 5 hereof, to the end that the proportionate interest of the option
holder shall be maintained as before the occurrence of such event. Such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share. Automatic adjustment
shall also be made in the number and kind of shares subject to options
subsequently granted under the Plan.

Section 11 -- No Right to Reelection.

     Nothing in the Plan shall be deemed to create any obligation on the part
of the Board of Directors to nominate any Nonemployee Director for reelection
by the Company's stockholders, nor confer upon any Nonemployee Director the
right to remain a member of the Board of Directors for any period of time, or
at any particular rate of compensation.

Section 12 -- Amendment and Termination.

(a) Except as provided in Section 8(b), the Board of Directors shall have the
right to amend, modify or terminate the Plan at any time and from time to time;
provided, however, that unless required by law, no such amendment or
modification shall (a) affect any right or obligation with respect to any grant
theretofore made; (b) in any manner affect the requirements set forth in
Section8(b) hereof; or (c) unless previously approved by the stockholders,
increase the number of shares of Common Stock available for grants as provided
in Section 5hereof (as adjusted pursuant to Section 10 hereof). In addition, no
such amendment shall, unless previously approved by the stockholders (where such
approval is necessary to satisfy then applicable requirements of federal
securities laws, the Code or rules of any stock exchange on which the Company's
Common Stock is listed), (i) in any manner affect the eligibility requirements
set forth in Section 4 hereof, (ii) increase the number of shares of Common
Stock subject to any option, (iii) change the purchase price of the shares of
Common Stock subject to any option, (iv) extend the period during which options
may be granted under the Plan, or (v) materially increase the benefits to
Participants under the Plan.

(b) Unless earlier terminated by the Board of Directors, the Plan shall
terminate on December 31, 2000; provided, however, that options which are
granted on or before this date shall remain exercisable in accordance with their
respective terms after the termination of the Plan.

Section 13 -- Governing Law.

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The Plan shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.

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