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                                                                   EXHIBIT 10.10

                             SYSTEMSOFT CORPORATION
                            1994 OMNIBUS STOCK PLAN

                            -----------------------

         1.      Purpose.  This 1994 Omnibus Stock Plan (the "Plan") of
SystemSoft Corporation (the "Company") is intended to provide incentives (a) to
the officers and other employees of the Company, its parent (if any) and any
present or future subsidiaries of the Company (collectively, "Related
Corporations") by providing them with opportunities to purchase stock in the
Company pursuant to options which qualify as "incentive stock options" under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
granted hereunder ("ISO" or "ISOs"); (b) to directors, officers, employees and
consultants of the Company and Related Corporations by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which do not qualify as ISOs ("Non-Qualified Option" or
"Non-Qualified Options"); and (c) to directors, officers, employees and
consultants of the Company and Related Corporations by providing them with
opportunities to make direct purchases of restricted stock in the Company
("Restricted Stock").  Both ISOs and Non-Qualified Options are referred to
hereafter individually as an "Option" and collectively as "Options."  As used
herein, the terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation" as those terms are defined in Section 424 of the Code.

         2.      Administration of the Plan.  (a) The Plan shall be
administered by the Board of Directors of the Company (the "Board").  The Board
may appoint a Compensation Committee (the "Committee") of two or more of its
members to administer this Plan.  In the event the Company registers any class
of any equity security pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), each member of the Committee shall be a
"disinterested person" as defined in Rule 16b-3 under the Exchange Act and each
shall be an "outside director" within the meaning of Section 162(m) of the
Code.  Subject to ratification of the grant of each Option or Restricted Stock
by the Board (if so required by applicable state law), and subject to the terms
of the Plan, the Committee, if so appointed, shall have the authority to (i)
determine the employees of the Company and Related Corporations (from among the
class of employees eligible under paragraph 3 to receive ISOs) to whom ISOs may
be granted and to determine (from among the class of individuals and entities
eligible under paragraph 3 to receive Non-Qualified Options and Restricted
Stock) to whom Non-Qualified Options or Restricted Stock may be granted; (ii)
determine the time or times at which Options or Restricted Stock may be
granted; (iii) determine the option price of shares subject to each Option,
which price with respect to ISOs shall not be less than the minimum specified
in paragraph 7, and the purchase price of Restricted Stock; (iv) determine
whether each Option granted shall be an ISO or a Non-Qualified Option; (v)
determine (subject to paragraph 7) the time or times when each Option shall
become exercisable and the duration of the exercise period; (vi) determine
whether restrictions such as repurchase options are to be imposed on shares
subject to Options and to Restricted Stock, and the nature of such
restrictions, if any; (vii) establish, amend and waive the terms and conditions
of individual options and purchase authorizations granted hereunder, including,
without limitation, terms and conditions relating to vesting, exercisability
and effect of
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termination of employment by the Company; and (viii) interpret the Plan and
prescribe and rescind rules and regulations relating to it.  If the Committee
determines to issue a Non-Qualified Option, it shall take whatever actions it
deems necessary, under Section 422 of the Code and the regulations promulgated
thereunder, to ensure that such Option is not treated as an ISO.  The
interpretation and construction by the Committee of any provisions of the Plan
or of any Option or authorization or agreement for Restricted Stock granted
under it shall be final unless otherwise determined by the Board.  The
Committee may from time to time adopt such rules and regulations for carrying
out the Plan as it may deem best.  No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option or Restricted Stock granted under it.

         (b)     The Committee may select one of its members as its chairman,
and shall hold meetings at such time and places as it may determine.  Acts by a
majority of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee.  All references in this Plan to the Committee shall mean the Board
if there is no Committee so appointed. From time to time the Board may increase
the size of the Committee and appoint additional members thereof, remove
members (with or without cause) and appoint new members in substitution
therefor, fill vacancies however caused or remove all members of the Committee
and thereafter directly administer the Plan.

         3.      Eligible Employees and Others.  ISOs may be granted to any
officer or other employee of the Company or any Related Corporation.  Those
directors of the Company who are not employees may not be granted ISOs under
the Plan.  Non-Qualified Options and Restricted Stock may be granted to any
director (whether or not an employee), officer, employee or consultant of the
Company or any Related Corporation.  The Committee may take into consideration
an optionee's individual circumstances in determining whether to grant an ISO
or a Non-Qualified Option or Restricted Stock.  Granting of any Option or
Restricted Stock to any individual or entity shall neither entitle that
individual or entity to, nor disqualify him from, participation in any other
grant of Options or Restricted Stock.

         4.      Stock.  The stock subject to Options and Restricted Stock
shall be authorized but unissued shares of Common Stock of the Company, par
value $.01 per share (the "Common Stock"), or shares of Common Stock
re-acquired by the Company in any manner.  The aggregate number of shares which
may be issued pursuant to the Plan is 5,200,000 plus such additional number of
shares as may become available due to the forfeiture of options granted under
the 1992 Stock Option Plan and 1993 California Stock Option Plan, subject to
adjustment as provided in paragraph 14.  Any such shares may be issued as ISOs,
Non-Qualified Options or Restricted Stock so long as the aggregate number of
shares so issued does not exceed such number, as adjusted.  If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part, or if any Restricted Stock shall be reacquired by the Company by
exercise of its repurchase option, the shares subject to such expired or
terminated Option and reacquired shares of Restricted Stock shall again be
available for grants of Options or Restricted Stock under the Plan.
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         5.      Individual Participant Limitation.  Any other provision of
this Plan notwithstanding, the number of shares of Common Stock for which
options or purchase authorizations may be granted in any single fiscal year of
the Company to any participant shall not exceed 500,000 shares (the "Individual
Limit").  For purposes of the foregoing limitation, if any option or purchase
authorization is cancelled, the cancelled option or purchase authorization
shall continue to be counted against the Individual Limit; if after grant the
exercise price of an option or purchase authorization is modified, the
transaction shall be treated as the cancellation of the option or purchase
authorization and the grant of anew option or purchase authorization.  In any
such case, both the option or purchase authorization that is cancelled and the
option or purchase authorization deemed to be granted shall be counted against
the Individual Limit.

         6.      Grants Under the Plan.  Options or Restricted Stock may be
granted under the Plan at any time on or after June 8, 1994 and prior to June
8, 2004.  Any such grants shall be subject to the receipt, within 12 months of
June 8,1994, of the approval of stockholders as provided in paragraph 18.  The
date of grant of an Option under the Plan will be the date specified by the
Committee at the time it awards the Option; provided, however, that such date
shall not be prior to the date of award.  The Committee shall have the right,
with the consent of the optionee, to convert an ISO granted under the Plan to a
Non-Qualified Option pursuant to paragraph 16.

         7.      Minimum Option Price: ISO Limitations.  (a) The price per
share specified in the agreement relating to each Option granted under the Plan
shall not be less than the fair market value per share of Common Stock on the
date of such grant. In the case of an ISO to be granted to an employee owning
stock possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or any Related Corporation, the price per
share specified in the agreement relating to such ISO shall not be less than
110 percent of the fair market value of Common Stock on the date of grant.

         (b)     In no event shall the aggregate fair market value (determined
at the time the option is granted) of Common Stock for which ISOs granted to
any employee are exercisable for the first time by such employee during any
calendar year (under all stock option plans of the Company and any Related
Corporation) exceed $100,000.

         (c)     If, at the time an Option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such Option is granted and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if such stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on the Nasdaq National Market, if the Common Stock is not then traded on
a national securities exchange; or (iii) the closing bid price (or average of
bid prices) last quoted(on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market or on a national securities exchange.  However, if the Common
Stock is not publicly traded at the time an Option is granted under the Plan,
"fair market value" shall be deemed to be the fair value of the
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                                      -4-


Common Stock as determined by the Committee after taking into consideration all
factors which it deems appropriate, including, without limitation, recent sale
and offer prices of the Common Stock in private transactions negotiated at
arm's length.

         8.      Option Duration.  Subject to earlier termination as provided
in paragraphs 10 and 11, each Option shall expire on the date specified by the
Committee, but not more than ten years from the date of grant and in the case
of ISOs granted to an employee owning stock possessing more than ten percent of
the total combined voting power of all classes of stock of the Company or any
Related Corporation, not more than five years from date of grant. Subject to
earlier termination as provided in paragraphs 10 and 11, the term of each ISO
shall be the term set forth in the original instrument granting such ISO,
except with respect to any part of such ISO that is converted into a Non-
Qualified Option pursuant to paragraph 16.

         9.      Exercise of Option.  Subject to the provisions of paragraphs
10 through 13, each Option granted under the Plan shall be exercisable as
follows:

         (a)     The Option shall either be fully exercisable on the date of
grant or shall become exercisable thereafter in such installments as the
Committee may specify.

         (b)     Once an installment becomes exercisable it shall remain
exercisable until expiration or termination of the Option, unless otherwise
specified by the Committee.

         (c)     Each Option or installment may be exercised at any time or
from time to time, in whole or in part, for up to the total number of shares
with respect to which it is then exercisable.

         (d)     The Committee shall have the right to accelerate the date of
exercise of any installment; provided that the Committee shall not accelerate
the exercise date of any installment of any Option granted to any employee as
an ISO (and not previously converted into a Non-Qualified Option pursuant to
paragraph 16) if such acceleration would violate the annual vesting limitation
contained in Section 422(d) of the Code, which provides generally that the
aggregate fair market value (determined at the time the option is granted) of
the stock with respect to which ISOs granted to any employee are exercisable
for the first time by such employee during any calendar year (under all plans
of the Company and any Related Corporation) shall not exceed $100,000.

         10.     Termination of Employment.  If an ISO optionee ceases to be
employed by the Company or any Related Corporation other than by reason of
death or disability as provided in paragraph 11, no further installments of his
ISOs shall become exercisable, and his ISOs shall terminate after the passage
of 90 days from the date of termination of his employment, but in no event
later than on their specified expiration dates except to the extent that such
ISOs (or unexercised installments thereof) have been converted into
Non-Qualified Options pursuant to paragraph 16.  Leave of absence with the
written approval of the Committee shall not be considered an interruption of
employment under the Plan, provided that such written approval contractually
obligates the Company or any Related Corporation to continue the employment of
the employee after the approved period of absence.  Employment shall also be
considered as
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                                      -5-


continuing uninterrupted during any other bona fide leave of absence (such as
those attributable to illness, military obligations or governmental service)
provided that the period of such leave does not exceed 90 days or, if longer,
any period during which such optionee's right to reemployment is guaranteed by
statute.  Nothing in the Plan shall be deemed to give any grantee of any Option
or Restricted Stock the right to be retained in employment or other service by
the Company or any Related Corporation for any period of time.  ISOs granted
under the Plan shall not be affected by any change of employment within or
among the Company and Related Corporations, so long as the optionee continues
to be an employee of the Company or any Related Corporation.  In granting any
Non-Qualified Option, the Committee may specify that such Non-Qualified Option
shall be subject to the restrictions set forth herein with respect to ISOs, or
to such other termination or cancellation provisions as the Committee may
determine.  Notwithstanding the provisions in this paragraph 10, the Committee
may, in its sole discretion, establish different terms and conditions
pertaining to the effect of a participant's termination of employment by the
Company.

         11.     Death; Disability; Dissolution.  If an optionee ceases to be
employed by the Company and all Related Corporations by reason of his death,
any Option of his may be exercised, to the extent of the number of shares with
respect to which he could have exercised it on the date of his death, by his
estate, personal representative or beneficiary who has acquired the Option by
will or by the laws of descent and distribution, at any time prior to the
earlier of the Option's specified expiration date or one year from the date of
the optionee's death.

         If an optionee ceases to be employed by the Company and all Related
Corporations by reason of his disability, he shall have the right to exercise
any Option held by him on the date of termination of employment, to the extent
of the number of shares with respect to which he could have exercised it on
that date, at any time prior to the earlier of the Option's specified
expiration date or one year from the date of the termination of the optionee's
employment. For the purposes of the Plan, the term "disability" shall have the
meaning assigned to it in Section 22(e)(3) of the Code or any successor
statute.

         In the case of a partnership, corporation or other entity holding a
Non-Qualified Option, if such entity is dissolved, liquidated, becomes
insolvent or enters into a merger or acquisition with respect to which such
optionee is not the surviving entity, such Option shall terminate immediately.

         12.     Assignability.  No Option shall be assignable or transferable
by the optionee except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order, and during the lifetime of
the Optionee each Option shall be exercisable only by him.

         13.     Terms and Conditions of Options.  Options shall be evidenced
by instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 12 hereof and may contain such
other provisions as the Committee deems advisable that are not inconsistent
with the Plan, including transfer and repurchase restrictions applicable to
shares of
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                                      -6-


Common Stock issuable upon exercise of Options.  The Committee may from time to
time confer authority and responsibility on one or more of its own members
and/or one or more officers of the Company to execute and deliver such
instruments.  The proper officers of the Company are authorized and directed to
take any and all action necessary or advisable from time to time to carry out
the terms of such instruments.

         14.     Adjustments.  Upon the happening of any of the following
described events, an optionee's rights with respect to Options granted to him
hereunder shall be adjusted as hereinafter provided:

         (a)     In the event the Company is merged into or consolidated with
another corporation under circumstances where the Company is not the surviving
corporation or if the Company is liquidated or sells or otherwise disposes of
all or substantially all of its assets to another corporation while unexercised
options remain outstanding under the Plan, (i) subject to the provisions of
clauses (iii), (iv) and (v) 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 as the holders of
shares of Common Stock received pursuant to the terms of the merger,
consolidation or sale; or (ii) the Board may waive any discretionary
limitations imposed with respect to the exercise of the option so that all
options from and after a date prior to the effective date of such merger,
consolidation, liquidation or sale, as the case may be, specified by the Board,
shall be exercisable in full; or (iii) all outstanding options may be cancelled
by the Board as of the effective date of any such merger, consolidation,
liquidation or sale, provided that notice of such cancellation shall be given
to each holder of an option, and each such holder thereof shall have the right
to exercise such option in full(without regard to any discretionary limitations
imposed with respect to the option) during a 30-day period preceding the
effective date of such merger, consolidation, liquidation or sale; or (iv) all
outstanding options may be cancelled by the Board as of the date of any such
merger, consolidation, liquidation or sale, provided that notice of such
cancellation shall be given to each holder of an option and each such holder
thereof shall have the right to exercise such option but only to the extent
exercisable in accordance with any discretionary limitations imposed with
respect to the option prior to the effective date of such merger,
consolidation, liquidation or sale; or (v) the Board may provide for the
cancellation of all outstanding options and for the payment to the holders
thereof of some part or all of the amount by which the value thereof exceeds
the payment, if any, which the holder would have been required to make to
exercise such option.

         (b)     In the event the Company shall issue any of its shares as a
stock dividend upon or with respect to the shares of stock of the class which
shall at the time be subject to option hereunder, each optionee upon exercising
an Option shall be entitled to receive (for the purchase price paid upon such
exercise) the shares as to which he is exercising his Option and, in addition
thereto (at no additional cost), such number of shares of the class or classes
in which such stock dividend or dividends were declared or paid, and such
amount of cash in lieu of fractional shares, as he would have received if he
had been the holder of the shares as to which he is exercising his Option at
all times between the date of grant of such Option and the date of its
exercise.
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         (c)     Notwithstanding the foregoing, any adjustments made pursuant
to subparagraph (a) or (b) shall be made only after the Committee, after
consulting with counsel for the Company, determines whether such adjustments
with respect to ISOs will constitute a "modification" of such ISOs as that term
is defined in Section 424 of the Code, or cause any adverse tax consequences
for the holders of such ISOs. No adjustments shall be made for dividends paid
in cash or in property other than securities of the Company.

         (d)     No fractional shares shall actually be issued under the Plan.
Any fractional shares which, but for this subparagraph (d), would have been
issued to an optionee pursuant to an Option, shall be deemed to have been
issued and immediately sold to the Company for their fair market value, and the
optionee shall receive from the Company cash in lieu of such fractional shares.

         (e)     Upon the happening of any of the foregoing events described in
subparagraphs (a) or (b) above, the class and aggregate number of shares set
forth in paragraph 4 hereof which are subject to Options which previously have
been or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events specified in such subparagraphs. The Committee
shall determine the specific adjustments to be made under this paragraph 14,
and subject to paragraph 2, its determination shall be conclusive.

         15.     Means of Exercising Options.  An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company
at its principal office address.  Such notice shall identify the Option being
exercised and specify the number of shares as to which such Option is being
exercised, accompanied by full payment of the purchase price therefor (i) in
United States dollars in cash or by check, (ii) at the discretion of the
Committee, through delivery of shares of Common Stock having fair market value
equal as of the date of the exercise to the cash exercise price of the Option,
(iii) at the discretion of the Committee, by delivery of the optionee's
personal recourse note bearing interest payable not less than annually at no
less than 100% of the lowest applicable Federal rate, as defined in Section
1274(d) of the Code, (iv) at the discretion of the Committee, by delivery to
the Company of irrevocable instructions to a broker to(a) either sell the
shares subject to the option or purchase authorization being exercised or hold
such shares as collateral for a margin loan and (b) promptly deliver to the
Company the amount of the sale or loan proceeds required to pay the exercise
price or purchase price, as the case may be, or (v) at the discretion of the
Committee, by any combination of (i), (ii), (iii) and (iv)above. If the
Committee exercises its discretion to permit payment of the exercise price of
an ISO by means of the methods set forth in clauses (ii),(iii) or (iv) of the
preceding sentence, such discretion shall be exercised in writing at the time
of the grant of the ISO in question. The holder of an Option shall not have the
rights of a shareholder with respect to the shares covered by his Option until
the date of issuance of a stock certificate to him for such shares. Except as
expressly provided above in paragraph 14 with respect to change in
capitalization and stock dividends, no adjustment shall be made for dividends
or similar rights for which the record date is before the date such stock
certificate is issued.

         16.     Conversion of ISOs into Non-Qualified Options:  Termination of
ISOs.  The Committee, at the written request of any optionee, may in its
discretion take such actions as may
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                                      -8-


be necessary to convert such optionee's ISOs (or any installments or portions
of installments thereof) that have not been exercised on the date of conversion
into Non-Qualified Options at any time prior to the expiration of such ISOs,
regardless of whether the optionee is an employee of the Company or a Related
Corporation at the time of such conversion. Such actions may include, but not
be limited to, extending the exercise period or reducing the exercise price of
the appropriate installments of such Options. At the time of such conversion,
the Committee (with the consent of the optionee) may impose such conditions on
the exercise of the resulting Non-Qualified Options as the Committee in its
discretion may determine, provided that such conditions shall not be
inconsistent with this Plan. Nothing in the Plan shall be deemed to give any
optionee the right to have such optionee's ISOs converted into Non-Qualified
Options and no such conversion shall occur until and unless the Committee takes
appropriate action. The Committee, with the consent of the optionee, may also
terminate any portion of any ISO that has not been exercised at the time of
such termination.

         17.     Restricted Stock.  Each grant of Restricted Stock under the
Plan shall be evidenced by an instrument (a "Restricted Stock Agreement") in
such form as the Committee shall prescribe from time to time in accordance with
the Plan and shall comply with the following terms and conditions, and with
such other terms and conditions as the Committee, in its discretion, shall
establish:

         (a)     The Committee shall determine the number of shares of Common
Stock to be issued to an eligible person pursuant to the grant of Restricted
Stock, and the extent, if any, to which they shall be issued in exchange for
cash, other consideration, or both.

         (b)     Shares issued pursuant to a grant of Restricted Stock may not
be sold, assigned, transferred, pledged or otherwise disposed of, except by
will or the laws of descent and distribution or as otherwise determined by the
Committee in the Restricted Stock Agreement, for such period as the Committee
shall determine, from the date on which the Restricted Stock is granted (the
"Restricted Period").  The Company will have the option to repurchase the
Common Stock at such price as the Committee shall have fixed in the Restricted
Stock Agreement, which option will be exercisable (i) if the Participant's
continuous employment or performance of services for the Company and the
Related Corporations shall terminate prior to the expiration of the Restricted
Period, (ii) if, on or prior to the expiration of the Restricted Period or the
earlier lapse of such repurchase option, the Participant has not paid to the
Company an amount equal to any federal, state, local or foreign income or other
taxes which the Company determines is required to be withheld in respect of
such Restricted Stock or (iii) under such other circumstances as determined by
the Committee in its discretion. Such repurchase option shall be exercisable on
such terms, in such manner and during such period as shall be determined by the
Committee in the Restricted Stock Agreement. Each certificate for shares issued
as Restricted Stock shall bear an appropriate legend referring to the foregoing
repurchase option and other restrictions; shall be deposited by the stockholder
with the Company, together with a stock power endorsed in blank; or shall be
evidenced in such other manner permitted by applicable law as determined by the
Committee in its discretion. Any attempt to dispose of any such shares in
contravention of the foregoing repurchase option and other restrictions shall
be null and void and without effect. If shares issued as Restricted Stock shall
be repurchased pursuant to the
<PAGE>   9
                                      -9-


repurchase option described above, the stockholder, or in the event of his
death, his personal representative, shall forthwith deliver to the Secretary of
the Company the certificates for the shares, accompanied by such instrument of
transfer, if any, as may reasonably be required by the Secretary of the
Company.  If the repurchase option described above is not exercised by the
Company, such repurchase option and the restrictions imposed pursuant to the
first sentence of this subparagraph (b) shall terminate and be of no further
force and effect.

         (c)     If a person who has been in continuous employment or
performance of services for the Company or a Related Corporation since the date
on which Restricted Stock was granted to him shall, while in such employment or
performance of services, die, or terminate such employment or performance of
services by reason of disability or by reason of early, normal or deferred
retirement under an approved retirement program of the Company or a Related
Corporation (or such other plan or arrangement as may be approved by the
Committee in its discretion, for this purpose) and any of such events shall
occur after the date on which the Restricted Stock was granted to him and prior
to the end of the Restricted Period, the Committee may determine to cancel the
repurchase option (and any and all other restrictions) on any or all of the
shares of Restricted Stock; and the repurchase option shall become exercisable
at such time as to the remaining shares, if any.

         18.     Term and Amendment of Plan.  This Plan was adopted by the
Board on June 8, 1994, subject to approval by the stockholders of the Company.
The Plan shall expire on June 7, 2004 (except as to Options and Restricted
Stock outstanding on that date). Subject to the provisions of paragraph 6
above, Options and Restricted Stock may be granted under the Plan by the
Committee prior to the date of stockholder approval of the Plan.  If the
approval of stockholders is not obtained by June 8, 1995, any grants of Options
or Restricted Stock under the Plan made prior to that date will be rescinded.
The Board may terminate or amend the Plan in any respect at any time, except
that any amendment that (a) increases the total number of shares that may be
issued under the Plan (except by adjustment pursuant to paragraph 14); (b)
changes the class of persons eligible to participate in the Plan, or (c)
materially increases the benefits to participants under the Plan, shall be
subject to approval by stockholders obtained within 12 months before or after
the Board adopts a resolution authorizing any of the foregoing amendments, and
shall be null and void if such approval is not obtained.  Termination or any
modification or amendment of the Plan shall not, without consent of a
participant, affect his rights under any Option or Restricted Stock previously
granted to him.

         19.     Application of Funds.  The proceeds received by the Company
from the sale of shares pursuant to Options and Restricted Stock authorized
under the Plan shall be used for general corporate purposes.

         20.     Governmental Regulation.  The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval
of any governmental authority required in connection with the authorization,
issuance or sale of such shares.

         21.  (a) Withholding Taxes; Delivery of Shares.  The Company's
obligation to deliver shares of Common Stock upon exercise of an option or
purchase authorization, in whole or in
<PAGE>   10
                                      -10-


part, shall be subject to the participant's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations. The
participant may satisfy the obligation, in whole or in part, by electing to (1)
have the Company withhold shares of Common Stock or (2) deliver to the Company
already-owned shares of Common Stock having a value equal to the amount
required to be withheld; provided, however, that participants who are subject
to the requirements of Section 16 of the Exchange Act ("Section 16 Persons")
shall not have the benefit of the foregoing election but rather the Company
shall, in all cases where tax withholding is required with respect to such
participants, withhold shares of Common Stock having a value equal to such
withholding obligations. The value of shares to be withheld or delivered shall
be based on the fair market value of the shares on the date the amount of tax
to be withheld is to be determined (the "Tax Date"). The election by a
participant who is not a Section 16 Person to have shares withheld for this
purpose will be subject to the following restrictions: (1) the election must be
made prior to the Tax Date, (2) the election must be irrevocable and (3) the
election will be subject to the disapproval of the Committee.

         (b)     Withholding of Additional Income Taxes.  The Company may, in
accordance with the Code, upon exercise of a Non-Qualified Option or the
purchase of Common Stock for less than its fair market value or the lapse of
restrictions on Restricted Stock or the making of a Disqualifying
Disposition(as defined in paragraph 22), require the employee to pay additional
withholding taxes in respect of the amount that is considered compensation
includable in such person's gross income.

         22.     Notice to Company of Disqualifying Disposition.  Each employee
who receives ISOs shall agree to notify the Company in writing immediately
after the employee makes a disqualifying disposition of any Common Stock
received pursuant to the exercise of an ISO (a "Disqualifying Disposition").
Disqualifying Disposition means any disposition (including any sale) of such
stock before the later of (a) two years after the employee was granted the ISO
under which he acquired such stock or (b) one year after the employee acquired
such stock by exercising such ISO. If the employee has died before such stock
is sold, these holding period requirements do not apply and no Disqualifying
Disposition will thereafter occur.

         23.     Governing Laws; Construction.  The validity and construction
of the Plan and the instruments evidencing Options and Restricted Stock shall
be governed by the laws of the Commonwealth of Massachusetts. In construing
this Plan, the singular shall include the plural and the masculine gender shall
include the feminine and neuter, unless the context otherwise requires.

                               =================

         Adopted by the Board of Directors on June 8, 1994, with the approval
of the stockholders on July 22, 1994.  Amended by the Board of Directors on May
23,1995, with the approval of the stockholders on June 29, 1995. Amended by the
Board of Directors on February 28, 1996, with the approval of the stockholders
on June 19, 1996.  Amended by the Board of Directors on May 13, 1997, with the
approval of the stockholders on June 25, 1997.  The share numbers set forth in
the Plan reflect the effect of the Company's two for one stock split, in the
form of 100% stock dividend, that was effective on July 3, 1996.