AMENDED AND RESTATED
                               OBJECT DESIGN, INC.
                        1996 EMPLOYEE STOCK PURCHASE PLAN


1.       PURPOSE.

         The Object Design,  Inc. 1996 Employee Stock Purchase Plan (the "Plan")
         is intended to provide a method  whereby  employees  of Object  Design,
         Inc. (the  "Company")  will have an opportunity to acquire an ownership
         interest  (or increase an existing  ownership  interest) in the Company
         through the purchase of shares of the Common  Stock of the Company.  It
         is the  intention  of the Company that the Plan qualify as an "employee
         stock purchase plan" under Section 423 of the Internal  Revenue Code of
         1986,  as amended  (the  "Code").  The  provisions  of the Plan  shall,
         accordingly,  be construed so as to extend and limit participation in a
         manner consistent with the requirements of that section of the Code.

2.       DEFINITIONS.

         (a)"Board" means the Board of Directors of the Company.

         (b) "Code" shall have the meaning set forth in Paragraph 1.

         (c) "Committee" means the Compensation Committee of the Board.

         (d) "Common  Stock" means the common stock,  par value $.001 per share,
         of the Company.

         (e)  "Company"  shall  also  include  any  Subsidiary  (as  hereinafter
         defined) of Object Design, Inc. designated as a participant in the Plan
         by the Board, unless the context otherwise requires.

         (f)  "Compensation"  means, for the purpose of any Offering pursuant to
         this Plan, base pay in effect as of the Offering  Commencement Date (as
         hereinafter  defined).  Compensation  shall not  include  any  deferred
         compensation other than contributions by an individual through a salary
         reduction  agreement  to a cash or  deferred  plan  pursuant to Section
         401(k) of the Code or to a  cafeteria  plan  pursuant to Section 125 of
         the Code.

         (g)  "Employee"  means any person who is  customarily  employed  by the
         Company  for more than 20 hours  per week and more than five  months in
         any calendar year.

         (h) "Offering" shall have the meaning set forth in Paragraph 4.

         (i)  "Offering  Commencement  Date" shall have the meaning set forth in
         Paragraph 4.

         (j)  "Offering  Termination  Date"  shall have the meaning set forth in
         Paragraph 4.

         (k) "Plan" shall have the meaning set forth in Paragraph 1.

         (l) "Subsidiary"  shall mean any present or future corporation which is
         or would constitute a "subsidiary  corporation" as that term is defined
         in Section 425 of the Code.

3.       ELIGIBILITY

         (a) Participation in the Plan is completely voluntary. Participation in
         any one or more of the Offerings  under the Plan shall  neither  limit,
         nor  require,  participation  in any  other  Offering  (as  hereinafter
         defined).

         (b) Each  employee  of the  Company  whose  service  with  the  Company
         commences on or after November 1, 1996 shall be eligible to participate
         in the Plan on the first  Offering  Commencement  Date, as  hereinafter
         defined,  following the completion of six months of continuous  service
         with the Company.  Each  employee of the Company whose service with the

<PAGE>

         Company  commenced  prior to  November  1, 1996  shall be  eligible  to
         participate  in  the  Plan  on the  first  Offering  Commencement  Date
         following the commencement of service with the Company. Notwithstanding
         the foregoing, no employee shall be granted an option under the Plan:

         (i) if,  immediately  after the grant,  such employee  would own stock,
         and/or hold  outstanding  options to purchase  stock,  possessing 5% or
         more of the total  combined  voting  power or value of all  classes  of
         stock of the Company or any Subsidiary; for purposes of this Paragraph,
         the rules of Section 424(d) of the Code shall apply in determining  the
         stock ownership of any employee; or

         (ii) which  permits his rights to purchase  stock under all Section 423
         employee stock purchase  plans of the Company and its  Subsidiaries  to
         exceed $25,000 of the fair market value of the stock (determined at the
         time such  option is  granted)  for each  calendar  year in which  such
         option is  outstanding;  for purposes of this  Paragraph,  the rules of
         Section 423(b)(8) of the Code shall apply.

4.       OFFERING DATES.

         The right to purchase  stock  hereunder  shall be made  available  by a
         series of  six-month  offerings  (the  "Offering"  or  "Offerings")  to
         employees eligible in accordance with Paragraph 3 hereof. The Committee
         will, in its discretion,  determine the applicable date of commencement
         ("Offering   Commencement   Date")  and  termination   date  ("Offering
         Termination Date") for each Offering.  Participation in any one or more
         of the  Offerings  under the Plan shall  neither  limit,  nor  require,
         participation in any other Offering.

5.       PARTICIPATION.

         Any eligible  employee may become a participant by completing a payroll
         deduction authorization form provided by the Company and filing it with
         the  Company's  Treasurer  20 days  prior to each  applicable  Offering
         Commencement Date, as determined by the Committee pursuant to Paragraph
         4.

6.       PAYROLL DEDUCTIONS

         (a) At the time a  participant  files an  authorization  for a  payroll
         deduction, the participant shall elect to have deductions made from his
         or her pay on each payday  during any  Offering in which he or she is a
         participant,  at a specified  percentage of his or her  Compensation as
         determined  on  the  applicable   Offering   Commencement   Date;  said
         percentage  shall  be in  increments  of one  percent  up to a  maximum
         percentage of six percent.

         (b) Payroll deductions for a participant shall commence on the Offering
         Commencement  Date  when the  applicable  authorization  for a  payroll
         deduction becomes  effective and shall end on the Offering  Termination
         Date of the Offering to which such authorization is applicable,  unless
         sooner terminated by the participant as provided in Paragraph 9.

         (c) All payroll  deductions made for a participant shall be credited to
         his or her  account  under the  Plan.  A  participant  may not make any
         separate cash payment into such account.

         (d) A  participant  may  withdraw  from the Plan at any time during the
         applicable Offering period.

7.       GRANTING OF OPTION.

         (a) On the Offering Commencement Date of each Offering, a participating
         employee  shall be deemed to have been  granted an option to purchase a
         maximum  number  of  shares  of the  Common  Stock  equal to an  amount
         determined  as  follows:  (i) 85% of the market  value per share of the
         Common  Stock on the  applicable  Offering  Commencement  Date shall be
         divided  into an amount equal to the sum of (x) the  percentage  of the
         employee's  Compensation  which he or she has elected to have  withheld
         (multiplied by the employee's  Compensation  over the Offering  period)
         plus  (y)  any  amounts  in the  employee's  account  on  the  Offering
         Commencement  Date that have been carried forward from prior Offerings;
         multiplied by (ii) two. Such market value per share of the Common Stock
         shall be determined as provided in clause (i) of Paragraph 7(b).
<PAGE>

         (b) The  option  price  of the  Common  Stock  purchased  with  payroll
         deductions  made during each such  Offering for a  participant  therein
         shall be the lower of:

                  (i) 85% of the  average  of the bid and the  asked  prices  as
                  reported  by Nasdaq  in the Wall  Street  Journal,  or, if the
                  Common Stock is  designated as a national  market  security by
                  the National Association of Securities Dealers, Inc. ("NASD"),
                  the last trading  price of the Common Stock as reported by the
                  Nasdaq National Market System in the Wall Street Journal,  or,
                  if the  Common  Stock is listed on an  exchange,  the  closing
                  price of the  Common  Stock on the  exchange  on the  Offering
                  Commencement  Date applicable to such Offering (or on the next
                  regular  business  date on which  shares of the  Common  Stock
                  shall be  traded,  in the event  that no shares of the  Common
                  Stock have been traded on the Offering  Commencement Date); or
                  if the Common Stock is not quoted on Nasdaq, not designated as
                  a  Nasdaq  national  market  security  and  not  listed  on an
                  exchange,  85% of  the  fair  market  value  on  the  Offering
                  Commencement Date as determined by the Committee; and

                  (ii) 85% of the  average  of the bid and the  asked  prices as
                  reported  by Nasdaq  in the Wall  Street  Journal,  or, if the
                  Common Stock is  designated as a national  market  security by
                  the  NASD,  the  last  trading  price of the  Common  Stock as
                  reported  by the  Nasdaq  National  Market  System in the Wall
                  Street  Journal,  or,  if the  Common  Stock is  listed  on an
                  exchange,  the  closing  price  of  the  Common  Stock  on the
                  exchange on the Offering  Termination  Date applicable to such
                  Offering (or on the next regular business date on which shares
                  of the  Common  Stock  shall be  traded,  in the event that no
                  shares of the  Common  Stock  shall  have  been  traded on the
                  Offering  Termination  Date);  or if the  Common  Stock is not
                  quoted on Nasdaq,  not designated as a Nasdaq  national market
                  security and not listed on an exchange, 85% of the fair market
                  value on the Offering  Termination  Date as  determined by the
                  Committee.

8.       EXERCISE OF OPTION.

         (a) Unless a participant  gives written  notice to the Treasurer of the
         Company as hereinafter provided,  his or her option for the purchase of
         Common Stock with payroll  deductions  made during any Offering will be
         deemed to have been exercised automatically on the Offering Termination
         Date applicable to such Offering for the purchase of the number of full
         shares of Common Stock which the accumulated  payroll deductions in his
         or her  account  at that time (plus any  amounts in his or her  account
         that have been carried  forward from prior  Offerings) will purchase at
         the applicable  option price (but not in excess of the number of shares
         for which  options  have been  granted  to the  employee,  pursuant  to
         Paragraph  7(a)),  and any  excess in his  account at that time will be
         automatically   carried   forward  to  the  next  Offering  unless  the
         participant  elects, by written notice to the Treasurer of the Company,
         to have the excess returned to the participant.

         (b)  Fractional  shares  will  not be  issued  under  the  Plan and any
         accumulated  payroll  deductions which would have been used to purchase
         fractional  shares shall be  automatically  carried forward to the next
         Offering  unless  the  participant  elects,  by  written  notice to the
         Treasurer  of the  Company,  to have the excess  cash  returned  to the
         participant.

9.       WITHDRAWAL AND TERMINATION

         (a)  Prior  to the  Offering  Termination  Date  for an  Offering,  any
         participant may withdraw the payroll deductions  credited to his or her
         account  under the Plan for such Offering by giving  written  notice to
         the  Treasurer  of  the  Company.  All  of  the  participant's  payroll
         deductions  credited to such  account  will be paid to the  participant
         promptly after receipt of notice of withdrawal,  without interest,  and
         no future  payroll  deductions  will be made from his or her pay during
         such  Offering.  The  Company  will  treat any  attempt  to borrow by a
         participant  on the security of  accumulated  payroll  deductions as an
         election to withdraw such deductions.

         (b) A participant's election not to participate in, or withdrawal from,
         any Offering  will not have any effect upon his or her  eligibility  to
         participate in any succeeding Offering or in any similar plan which may
         hereafter be adopted by the Company.

<PAGE>

         (c) Upon  termination of the  participant's  employment for any reason,
         including  retirement  but  excluding  death,  the  payroll  deductions
         credited to his or her account will be returned to the participant, or,
         in the case of his or her  death,  to the  person or  persons  entitled
         thereto under Paragraph 13.

         (d) Upon termination of the participant's  employment because of death,
         his or her  beneficiary  (as  defined in  Paragraph  13) shall have the
         right to elect,  by written  notice  given to the  Company's  Treasurer
         prior to the expiration of a period of 90 days commencing with the date
         of the death of the participant, either:

                  (i) to withdraw all of the payroll deductions  credited to the
                  participant's account under the Plan; or

                  (ii) to exercise the participant's  option for the purchase of
                  stock on the Offering Termination Date next following the date
                  of the  participant's  death for the purchase of the number of
                  full shares which the  accumulated  payroll  deductions in the
                  participant's  account at the date of the participant's  death
                  will purchase at the applicable  option price,  and any excess
                  in such account will be returned to said  beneficiary.  In the
                  event that no such  written  notice of election  shall be duly
                  received  by  the  office  of  the  Company's  Treasurer,  the
                  beneficiary  shall  automatically be deemed to have elected to
                  withdraw the payroll deductions  credited to the participant's
                  account  at the date of the  participant's  death and the same
                  will be paid promptly to said beneficiary.

10.      INTEREST.

         No interest  will be paid or allowed on any money paid into the Plan or
         credited to the account of any participating employee.

11.      STOCK.

         (a) The maximum number of shares of Common Stock available for issuance
         and purchase by employees  under the Plan,  subject to adjustment  upon
         changes in  capitalization  of the Company as provided in Paragraph 16,
         shall be 700,000 shares of Common Stock,  $.001 par value per share, of
         the  Company.  If the  total  number of shares  for which  options  are
         exercised on any Offering Termination Date in accordance with Paragraph
         8 exceeds the number of shares that remain  available  for issuance and
         purchase by employees under the Plan, the Company shall make a pro rata
         allocation of the shares  available for delivery and distribution in an
         equitable manner,  with the balances of payroll deductions  credited to
         the  account  of each  participant  under  the  Plan  returned  to each
         participant.

         (b) The  participant  will have no interest in the stock covered by his
         or her option until such option has been exercised.

12.      ADMINISTRATION.

         The Plan shall be administered by the Committee. The interpretation and
         construction  of any  provision  of the Plan and  adoption of rules and
         regulations for  administering the Plan shall be made by the Committee.
         Determinations  made by the  Committee  with  respect  to any matter or
         provision contained in the Plan shall be final,  conclusive and binding
         upon  the  Company  and  upon all  participants,  their  heirs or legal
         representatives.  Any rule or regulation adopted by the Committee shall
         remain in full force and effect unless and until altered,  amended,  or
         repealed by the Committee.

13.      DESIGNATION OF BENEFICIARY.

         A  participant  shall file with the  Treasurer of the Company a written
         designation of a beneficiary  who is to receive any Common Stock and/or
         cash under the Plan. Such  designation of beneficiary may be changed by
         the  participant  at any time by  written  notice.  Upon the death of a
         participant  and upon  receipt by the Company of proof of the  identity
         and existence of a beneficiary  validly  designated by the  participant
         under the Plan, the Company shall deliver such Common Stock and/or cash
         to such beneficiary.  In the event of the death of a participant and in
         the absence of a beneficiary  validly  designated under the Plan who is
         living  at the time of such  participant's  death,  the  Company  shall
         deliver such Common Stock and/or cash to the executor or  administrator
         of the estate of the participant.  No beneficiary  shall,  prior to the
         death of the participant by whom he or she has been designated, acquire
         any  interest  in  the  Common  Stock  and/or  cash   credited  to  the
         participant under the Plan.

<PAGE>

14.      TRANSFERABILITY.

         Neither payroll deductions credited to a participant's  account nor any
         rights  with regard to the  exercise of an option or to receive  Common
         Stock  under  the  Plan  may  be  assigned,  transferred,  pledged,  or
         otherwise  disposed of in any way by the participant other than by will
         or the laws of descent and distribution. Any such attempted assignment,
         transfer,  pledge, or other disposition shall be without effect, except
         that the Company may treat such act as an election to withdraw funds in
         accordance with Paragraph 8(b).

15.      USE OF FUNDS.

         All payroll deductions  received or held by the Company under this Plan
         may be used by the Company for any corporate  purpose,  and the Company
         shall not be obligated to segregate such payroll deductions.

16.      EFFECT OF CHANGES OF COMMON STOCK

         If the Company shall subdivide or reclassify the Common Stock which has
         been or may be optioned  under this Plan, or shall declare  thereon any
         dividend  payable  in shares of such  Common  Stock,  or shall take any
         other action of a similar nature affecting such Common Stock,  then the
         number  and class of shares of Common  Stock  which may  thereafter  be
         optioned (in the  aggregate and to any  participant)  shall be adjusted
         accordingly  and in the case of each option  outstanding at the time of
         any such action, the number and class of shares which may thereafter be
         purchased  pursuant to such option and the option price per share shall
         be  adjusted  to such  extent as may be  determined  by the  Committee,
         following   consultation   with  the   Company's   independent   public
         accountants and counsel,  to be necessary to preserve the rights of the
         holder of such option.

17.      AMENDMENT OR TERMINATION.

         The  Board  may at any  time  terminate  or  amend  the  Plan.  No such
         termination  shall  affect  options  previously  granted,  nor  may  an
         amendment make any change in any option theretofore granted which would
         adversely  affect the rights of any  participant  holding options under
         the Plan.

18.      NOTICES.

         All notices or other  communications  by a  participant  to the Company
         under or in connection  with the Plan shall be deemed to have been duly
         given when received by the Treasurer of the Company.

19.      MERGER OR CONSOLIDATION.

         If the Company shall at any time merge into or consolidate with another
         corporation, the holder of each option then outstanding will thereafter
         be entitled to receive at the next Offering  Termination Date, upon the
         exercise  of such  option and for each  share as to which  such  option
         shall be exercised,  the  securities or property  which a holder of one
         share of the Common  Stock was entitled to upon and at the time of such
         merger  or  consolidation.   In  accordance  with  this  Paragraph  and
         Paragraph 16, the Committee shall determine the kind and amount of such
         securities or property which such holder of an option shall be entitled
         to  receive.  A sale of all or  substantially  all of the assets of the
         Company  shall be deemed a merger or  consolidation  for the  foregoing
         purposes.

20.      APPROVAL OF STOCKHOLDERS.

         The Plan is subject to the approval of the  stockholders of the Company
         by written  consent or at their next  annual  meeting or at any special
         meeting of the  stockholders  for which one of the  purposes  of such a
         special meeting shall be to act upon the Plan.

<PAGE>

21.      GOVERNMENTAL AND OTHER REGULATIONS.

         The Plan,  and the grant and exercise of the rights to purchase  shares
         hereunder, and the Company's obligation to sell and deliver shares upon
         the  exercise  of rights to  purchase  shares,  shall be subject to all
         applicable federal, state and foreign laws, rules and regulations,  and
         to such approvals by any regulatory or  governmental  agency as may, in
         the opinion of counsel for the Company, be required.  The Plan shall be
         governed  by, and  construed  and  enforced  in  accordance  with,  the
         provisions of Sections 421, 423 and 424 of the Code and the substantive
         laws  of  The  Commonwealth  of  Massachusetts.  In  the  event  of any
         inconsistency  between such  provisions  of the Code and any such laws,
         said  provisions  of the Code shall  govern to the extent  necessary to
         preserve the favorable  federal income tax treatment  afforded employee
         stock purchase plans under Section 423 of the Code.