OBJECT DESIGN, INC.

                       1997 NONQUALIFIED STOCK OPTION PLAN







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                                                           Amended July 17, 1997

                               OBJECT DESIGN, INC.

                       1997 NONQUALIFIED STOCK OPTION PLAN

                                TABLE OF CONTENTS

1.       PURPOSE OF THE PLAN.................................................. 1
2.       ADMINISTRATION....................................................... 1
3.       OPTION SHARES........................................................ 2
4.       AUTHORITY TO GRANT OPTIONS........................................... 3
5.       ELIGIBILITY.......................................................... 3
6.       OPTION PRICE......................................................... 3
7.       DURATION OF OPTIONS.................................................. 3
8.       AMOUNT EXERCISABLE................................................... 3
9.       EXERCISE OF OPTIONS.................................................. 4
10.      TRANSFERABILITY OF OPTIONS........................................... 4
11.      TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE....................... 5
         (a)      Temporary Leave............................................. 5
         (b)      Death or Disability......................................... 5
         (c)      Retirement.................................................. 6
12.      EMPLOYMENT RELATIONSHIP.............................................. 6
13.      GENERAL RESTRICTIONS................................................. 6
         (a)      Investment Representations.................................. 6
         (b)      Compliance with Securities Laws............................. 6
14.      NO RIGHTS AS STOCKHOLDER............................................. 7
15.      EMPLOYMENT OBLIGATION................................................ 8
16.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE........................... 8
         (a)      Rights of the Company....................................... 8
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         (b)      Recapitalization, Stock Splits, and Dividends............... 8
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         (c)      Merger of Company With No Change of Control................. 9
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         (d)      Sale or Merger of Company Where Company Does Not Survive.... 9
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         (e)      Changes to Common Stock Subject to Options..................10
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17.      AMENDMENT OR TERMINATION OF THE PLAN.................................11
18.      WRITTEN AGREEMENT....................................................11
19.      EFFECTIVE DATE AND DURATION OF PLAN..................................11

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                               OBJECT DESIGN, INC.

                       1997 NONQUALIFIED STOCK OPTION PLAN


1.  PURPOSE OF THE PLAN.

    This 1997 Nonqualified Stock Option Plan (the "Plan") of Object Design,
Inc., a Delaware corporation (the "Company"), is designed to provide additional
incentive to present and future non-officer employees of the Company. The
Company intends that this purpose will be effected by the granting of
nonqualified stock options (collectively, the "Options", and individually, an
"Option") under the Plan which afford such non-officer employees an opportunity
to acquire or increase their proprietary interest in the Company through the
acquisition of shares of its Common Stock. By encouraging stock ownership by
such non-officer employees, the Company seeks to attract and retain on a
continuing basis the services of persons of exceptional competence and seeks to
furnish an added incentive for them to increase their efforts on behalf of the
Company. Except as otherwise provided, for all purposes of the Plan the term
"subsidiary" shall mean any corporation of which 50% or more of its outstanding
voting stock is at the time owned by the Company or by one or more subsidiaries
or by the Company and one or more subsidiaries.

2.  ADMINISTRATION

    The Plan shall be administered by the President of the Company. The
President shall have full and final authority to operate, manage and administer
the Plan on behalf of the Company. This authority includes, but is not limited
to: (i) the power to grant Options conditionally or unconditionally; (ii) the
power to

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prescribe the form or forms of the instruments evidencing Options granted under
the Plan; (iii) the power to interpret the Plan; (iv) the power to provide
regulations for the operation of the incentive features of the Plan, and
otherwise to prescribe regulations for interpretation, management and
administration of the Plan; (v) the power to delegate responsibility for Plan
operation, management and administration on such terms, consistent with the
Plan, as the President may establish; (vi) the power to delegate to other
persons the responsibility for performing ministerial acts in furtherance of the
Plan's purpose; and (vii) the power to engage the services of persons or
organizations in furtherance of the Plan's purpose, including but not limited to
banks, insurance companies, brokerage firms and consultants.

    In addition, as to each Option, the President shall have full and final
authority in his discretion to determine: (i) the number of shares subject to
each Option; (ii) the time or times at which Options will be granted; (iii) the
option price for the shares subject to each Option; and (iv) the time or times
when each Option shall become exercisable, the conditions under which exercise
may be accelerated and the duration of the exercise period.

    The President shall not be liable for any action or determination made in
good faith with respect to the Plan or any Option granted hereunder.

3.  OPTION SHARES

    The stock subject to the Options and other provisions of the Plan shall be
shares of the Company's Common Stock, $.001 par value (the "Common Stock"). The
total amount of the Common Stock with

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respect to which Options may be granted shall not exceed in the aggregate
1,500,000 shares; provided, however, that the class and aggregate number of
shares which may be subject to Options granted hereunder shall be subject to
adjustment in accordance with the provisions of Paragraph 16 hereof; and,
provided further, that (i) no employee may be awarded Options to purchase more
than 30,000 shares pursuant to grants under the Plan in any twelve (12) month
period; (ii) individual Option grants may not exceed 5,000 shares per grant
without the approval of the Compensation Committee of the Board of Directors
(the "Committee"); (iii) no employee may be awarded more than two Option grants
in any twelve (12) month period without the approval of the Committee; and (iv)
the aggregate number of shares subject to grants under the Plan may not exceed
1,000,000 in any twelve (12) month period. Shares subject to Options granted
hereunder may be treasury shares or authorized but unissued shares.

    In the event that any outstanding Option for any reason shall expire or
terminate prior to exercise, the shares of Common Stock allocable to the
unexercised portion of such Option may again be subject to an Option under the
Plan.

4.  AUTHORITY TO GRANT OPTIONS

    The President may grant Options from time to time to such eligible employees
of the Company as he shall determine. Subject to any applicable limitations set
forth in the Plan or established from time to time by the President, the number
of shares of Common Stock to be covered by any Option shall be as determined by
the President.

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5.  ELIGIBILITY

    Options may be granted to non-officer employees of the Company or its
subsidiaries; provided, however, that no such employee may be awarded Options to
purchase more than 30,000 shares pursuant to grants under the Plan in any twelve
(12) month period.

6.  OPTION PRICE

    The price at which shares may be purchased pursuant to Options shall be
specified by the President at the time the Option is granted.

7.  DURATION OF OPTIONS

    The President in his discretion may provide that an Option shall be
exercisable during any specified period of time from the date such Option is
granted.

8.  AMOUNT EXERCISABLE

    Each Option may be exercised, so long as it is valid and outstanding, from
time to time in part or as a whole, subject to any limitations with respect to
the number of shares for which the Option may be exercised at a particular time
and to such other conditions as the President in his discretion may specify upon
granting the Option.

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9.  EXERCISE OF OPTIONS

    Subject to the provisions of Paragraph 13 hereof, Options shall be exercised
by the delivery of written notice to the Company setting forth the number of
shares with respect to which the Option is to be exercised, together with (a)
cash, certified check, bank draft or postal or express money order payable to
the order of the Company for an amount equal to the option price of such shares,
or, (b) with the consent of the Company, shares of Common Stock of the Company
having a fair market value equal to the option price of such shares, or, (c)
with the consent of the Company, a combination of (a) and (b), and specifying
the address to which the certificates for such shares are to be mailed. For the
purpose of the preceding sentence, the fair market value of the shares of Common
Stock so delivered to the Company shall be the closing price per share as
reported on the date of exercise by the National Association of Securities
Dealers Automated Quotation System, Inc. As promptly as practicable after
receipt of such written notification and payment, the Company shall deliver to
the optionee certificates for the number of shares with respect to which such
Option has been so exercised, issued in the optionee's name; provided, however,
that such delivery shall be deemed effected for all purposes when a stock
transfer agent of the Company shall have deposited such certificates in the
United States mail, addressed to the optionee, at the address specified pursuant
to this Paragraph 9.

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10. TRANSFERABILITY OF OPTIONS

    Options shall not be transferable by the optionee otherwise than by will or
under the laws of descent and distribution, and shall be exercisable, during his
lifetime, only by him.

TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE.

    Except as may be otherwise expressly provided herein or as may be otherwise
expressly provided in the terms and conditions of the Option granted to an
optionee, Options may not be exercised after the earlier of:

        (i) the date of expiration thereof; or

        (ii) the date of termination of the optionee's employment with the
Company if the termination is by the Company for cause (as determined by the
Company), or if voluntarily by the optionee; or

        (iii) thirty (30) days after termination of the optionee's employment
with the Company by it without cause.

    (a) Temporary Leave. Whether authorized temporary leave of absence, or
absence on military or government service, shall constitute termination of the
employment relationship between the Company and the optionee shall be determined
by the President at the time thereof.

    (b) Death or Disability. In the event the optionee's employment with the
Company is terminated while the optionee is an employee in good standing for
reasons of permanent disability under the then established rules of the Company
or due to the death of the optionee and before the date of expiration of such
Option, such Option may be exercised until the earlier of such date of

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expiration or one (1) year following the date of such termination for reason of
permanent disability or death. Should such termination for reason of permanent
disability or death occur after the first anniversary of the date on which the
optionee was first employed by the Company, the Option may be exercised for up
to the greater of (i) 50% of all Option shares (and such shares shall be deemed
vested) or (ii) the number of shares that had vested as of the date of such
death or termination due to disability. After the death of the optionee, his
executors, administrators or any person or persons to whom his Option may be
transferred by will or by the laws of descent and distribution, shall have the
right to exercise the Option.

    (c) Retirement. If, before the date of expiration of the Option, the
optionee as an employee shall be retired in good standing from the employ of the
Company for reasons of age under the then established rules of the Company, the
Option may be exercised until the earlier of such date of expiration or thirty
(30) days after the date of such retirement, to the extent to which the optionee
was entitled to exercise such Option immediately prior to such retirement.

11. EMPLOYMENT RELATIONSHIP

    An employment relationship between the Company and the optionee shall be
deemed to exist during any period in which the optionee is employed by the
Company or a subsidiary of the Company.

12. GENERAL RESTRICTIONS

    (a) Investment Representations. The Company may require any individual to
whom an Option is granted, as a condition of

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exercising such Option, to give written assurances in substance and form
satisfactory to the Company to the effect that such individual is acquiring the
shares subject to the Option for his or her own account for investment and not
with a view to the resale or distribution thereof, and to such other effects as
the Company deems necessary or advisable in order to comply with the Securities
Act of 1933, as now in effect or hereafter amended (the "Act") and applicable
state securities laws.

    (b) Compliance with Securities Laws. The Company shall not be required to
sell or issue any shares under any Option if the issuance of such shares shall
constitute a violation by the optionee or by the Company of any provision of any
law, regulation or order of any governmental authority. Without limiting the
generality of the foregoing, upon exercise of any Option, the Company shall not
be required to issue such shares unless the Company has received evidence
satisfactory to it to the effect that the holder of such Option will not
transfer such shares except pursuant to a registration statement in effect under
the Act, and under the applicable securities laws of any State, unless the
Company has received an opinion of counsel satisfactory to the Company to the
effect that such registration is not required. Any determination in this
connection by the Company shall be final, binding and conclusive. In the event
the shares issuable on exercise of an Option are not registered under the Act,
the Company may imprint the following legend or any other legend which counsel
for the Company considers necessary or advisable to comply with the Act or other
applicable laws:

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        "The shares of stock represented by this certificate have not been
        registered under the Securities Act of 1933 or under the securities laws
        of any State and may not be sold or transferred except upon such
        registration or upon receipt by the Corporation of an opinion of counsel
        satisfactory to the Corporation, in form and substance satisfactory to
        the Corporation, that registration is not required for such sale or
        transfer."

    The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act; and in the event any shares are
so registered the Company may remove any legend on certificates representing
such shares. The Company shall not be obligated to take any other affirmative
action in order to cause the exercise of an Option or the issuance of shares
pursuant thereto to comply with any other law, regulation or order of any
governmental authority.

13. NO RIGHTS AS STOCKHOLDER

    No optionee shall have rights as a stockholder with respect to shares
covered by his Option until the date of issuance of a stock certificate for such
shares; and, except as otherwise provided in Paragraph 16 hereof, no adjustment
for dividends, or otherwise, shall be made if the record date therefor is prior
to the date of issuance of such certificate.

14. EMPLOYMENT OBLIGATION

    The granting of any Option shall not impose upon the Company any obligation
to employ or continue to employ any optionee; and the right of the Company to
terminate the employment of any employee shall not be diminished or affected by
reason of the fact that an Option has been granted to him.

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15. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE

    (a) Rights of the Company.

    The existence of outstanding Options shall not affect in any way the right
or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

    (b) Recapitalization, Stock Splits, and Dividends.

    If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then (i) the
number, class, and per share price of shares of stock subject to outstanding
Options hereunder shall be appropriately adjusted in such a manner as to entitle
an optionee to receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received as a result of the event requiring the adjustment had he exercised his
Option in full immediately prior to such event; and (ii) the number and class of
shares with respect to which Options may be granted under the Plan shall be
adjusted by substituting for the total

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number of shares of Common Stock then reserved that number and class of shares
of stock that would have been received by the owner of an equal number of
outstanding shares of Common Stock as the result of the event requiring the
adjustment.

    (c) Merger of Company With No Change of Control.

    After a merger of one or more corporations into the Company, or after a
consolidation of the Company with one or more corporations in which (i) the
Company shall be the surviving corporation and (ii) the stockholders of the
Company prior to such merger of consolidation hold at least fifty percent (50%)
of the voting shares of the Company after such merger or consolidation, each
holder of an outstanding Option shall, at no additional cost, be entitled upon
exercise of such Option to receive (subject to any required action by
stockholders) in lieu of the number of shares as to which such Option shall then
be so exercisable, the number and class of shares of stock or other securities
to which such holder would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to such merger or
consolidation, such holder had been the holder of record of a number of shares
of Common Stock equal to the number of shares as to which such Option shall be
so exercised.

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    (d) Sale or Merger of Company Where Company Does Not Survive.

    If the Company is merged into or consolidated with another corporation under
circumstances where the Company is not the surviving corporation, or if there is
a merger or consolidation where the Company is the surviving corporation and the
stockholders of the Company prior to such merger or consolidation do not hold at
least fifty percent (50%) of the voting shares of the Company after such merger
or consolidation occurs, or if the Company is liquidated, or sells or otherwise
disposes of substantially all its assets to another corporation while
unexercised Options remain outstanding under the Plan, (i) subject to the
provisions of clause (iii) below, after the effective date of such merger,
consolidation or sale, as the case may be, each holder of an outstanding Option
shall be entitled, upon exercise of such Option, to receive, in lieu of shares
of Common Stock, shares of such stock or other securities, cash or property as
the holders of shares of Common Stock received pursuant to the terms of the
merger, consolidation or sale; (ii) the President may accelerate the time for
exercise of all unexercised and unexpired Options to and after a date prior to
the effective date of such merger, consolidation, liquidation or sale, as the
case may be; or (iii) all outstanding Options may be canceled by the President
as of the effective date of any such merger, consolidation, liquidation or sale,
provided that (x) notice of such cancellation shall be given to each holder of
an Option and (y) each holder of an Option shall have the right to exercise such
Option to the extent that the same is then exercisable or, if the President
shall have accelerated the time

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for exercise of all unexercised and unexpired Options, in full during the thirty
(30) day period preceding the effective date of such merger, consolidation,
liquidation, sale or acquisition.

(e) Changes to Common Stock Subject to Options.

    Except as herein before expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock then subject to outstanding
Options.

16. AMENDMENT OR TERMINATION OF THE PLAN

    The President may terminate the Plan at any time, and may amend the Plan at
any time and from time to time, subject to the limitation that, except as
provided in Paragraph 16 hereof, rights and obligations under any Option granted
before termination or amendment of the Plan shall not be altered or impaired by
such termination or amendment except with the consent of the optionee.

17. WRITTEN AGREEMENT

    Each Option granted hereunder shall be embodied in a written option
agreement which shall be subject to the terms and conditions prescribed above
and shall be signed by the President, any Vice President or the Treasurer of the
Company for and in the name and on behalf of the Company. Such option agreement
shall contain such

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other provisions as the President in his discretion shall deem available.

18. EFFECTIVE DATE AND DURATION OF PLAN

    The effective date of the Plan is April 22, 1997, the date of its adoption
by the Board of Directors of the Company. Options may not be granted under the
Plan more than ten (10) years after said effective date. The Plan shall
terminate (i) when the total amount of the Common Stock with respect to which
Options may be granted shall have been issued upon the exercise of Options or
(ii) by action of the President pursuant to Paragraph 17 hereof, whichever shall
first occur.

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