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                                                                   EXHIBIT 10.12

                             SYSTEMSOFT CORPORATION

                       1994 EMPLOYEE STOCK PURCHASE PLAN

                          Effective as of June 8, 1994


1.       PURPOSE.  The purpose of this Employee Stock Purchase Plan (the
         "Plan") is to provide employees of SystemSoft Corporation, a Delaware
         corporation (the "Company"), and its subsidiaries, an opportunity to
         purchase Common Stock, $.01 par value, of the Company (the "Shares").
         The Plan is intended to qualify as an "employee stock purchase plan"
         within the meaning of Section 423 of the Internal Revenue Code of
         1986, as amended (the "Code").

2.       ADMINISTRATION OF THE PLAN.  The Board of Directors (the "Board") or
         any committee or persons to whom it delegates its authority (the
         "Administrator") shall administer, interpret and apply all provisions
         of the Plan.  The Administrator may waive such provisions of the Plan
         as it deems necessary to meet special circumstances not anticipated or
         covered expressly by the Plan. Nothing contained in this Section shall
         be deemed to authorize the Administrator to alter or administer the
         provisions of the Plan in a manner inconsistent with the provisions of
         Section 423 of the Code. No member of the Administrator shall be
         liable for any action or determination made in good faith with respect
         to the Plan or any right granted under it.

3.       ELIGIBLE EMPLOYEES.  Subject to the provisions of paragraphs 8, 9 and
         10 below, any individual who is in the full-time employment (as
         defined below) of the Company or any of its subsidiaries (as defined
         in Section 424(f) of the Code), the employees of which are designated
         by the Board as eligible to participate in the Plan, is eligible to
         participate in any Offering of Shares (as defined in paragraph 4
         below) made by the Company hereunder. Full-time employment shall
         include all employees whose customary employment is:

         (a)     at least 20 hours per week; and

         (b)     more than five months in the relevant calendar year.

4.       OFFERING DATES.  From time to time the Company, by action of the
         Board, will grant rights to purchase Shares to employees eligible to
         participate in the Plan pursuant to one or more offerings (each of
         which is an "Offering") on a date or series of dates (each of which is
         an "Offering Date") designated for this purpose by the Board.

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5.       PRICES.  The price per share for each grant of rights hereunder shall
         be the lesser of:

         (a)     eighty-five percent (85%) of the fair market value of a Share
                 on the Offering Date on which such right was granted; or

         (b)     eighty-five percent (85%) of the fair market value of a Share
                 on the date such right is exercised.  At its discretion, the
                 Board may determine a higher price for a grant of rights.

         For purposes of this Plan, the term "fair market value" on any date
         means (i) the average (on that date) of the high and low prices for
         shares of the Common Stock on the principal national securities
         exchange on which the Common Stock is traded, if the Common 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 listed on
         the Nasdaq National Market or on a national securities exchange. If
         the Common Stock is not publicly traded at the time a right is granted
         under this Plan, "fair market value" shall mean the fair market value
         of the Common Stock as determined by the Administrator after taking
         into consideration all factors which it deems appropriate, including,
         without limitation, recent sale and offer prices of shares of the
         Common Stock in private transactions negotiated at arm's length.

6.       EXERCISE OF RIGHTS AND METHOD OF PAYMENT.

         (a)     Rights granted under the Plan will be exercisable periodically
                 on specified dates as determined by the Board.

         (b)     The method of payment for Shares purchased upon exercise or
                 rights granted hereunder shall be through regular payroll
                 deductions or by lump sum cash payment, or both, as determined
                 by the Board. No interest shall be paid upon payroll
                 deductions unless specifically provided for by the Board.

         (c)     Any payments received by the Company from a participating
                 employee and not utilized for the purchase of Shares upon
                 exercise of a right granted hereunder shall be promptly
                 returned to such employee by the Company after termination of
                 the right to which the payment relates.

7.       TERM OF RIGHTS.  Rights granted on any Offering Date shall be
         exercisable upon the expiration of such period ("Offering Period"), as
         shall be determined by


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         the Board when it authorizes the Offering, provided that such Offering
         Period shall in no event be longer than twenty-seven (27) months.

8.       SHARES SUBJECT TO THE PLAN.  No more than 700,000 Shares may be sold
         pursuant to rights granted under the Plan; provided, however, that
         appropriate adjustment shall be made in such number, in the number of
         Shares covered by outstanding rights granted hereunder, in the
         exercise price of the rights and in the maximum number of Shares which
         an employee may purchase (pursuant to paragraph 9 below) to give
         effect to any mergers, consolidations, reorganizations,
         recapitalizations, stock splits, stock dividends or other relevant
         changes in the capitalization of the Company occurring after the
         effective date of the Plan, provided that no fractional Shares shall
         be subject to a right and each right shall be adjusted downward to the
         nearest full Share. Any agreement of merger or consolidation will
         include provisions for protection of the then existing rights of
         participating employees under the Plan. Either authorized and unissued
         Shares or issued Shares heretofore or hereafter reacquired by the
         Company may be made subject to rights under the Plan. If for any
         reason any right under the Plan terminates in whole or in part, Shares
         subject to such terminated right may again be subjected to a right
         under the Plan.

9.       LIMITATIONS ON GRANTS.

         (a)     No employee shall be granted a right hereunder if such
                 employee, immediately after the right is granted, would own
                 stock or rights to purchase stock possessing five percent (5%)
                 or more of the total combined voting power or value of all
                 classes of stock of the Company, or of any subsidiary,
                 computed in accordance with Sections 423(b)(3) and 424(d) of
                 the Code.

         (b)     No employee shall be granted a right which permits his right
                 to purchase shares under all employee stock purchase plans of
                 the Company and its subsidiaries to accrue at a rate which
                 exceeds twenty-five thousand dollars ($25,000) (or such other
                 maximum as may be prescribed from time to time by the Code) of
                 the fair market value of such Shares (determined at the time
                 such right is granted) for each calendar year in which such
                 right is outstanding at any time in accordance with the
                 provisions of Section 423(b)(8) of the Code.

         (c)     No rights granted to participating employees under a single
                 Offering shall cover more shares than may be purchased at an
                 exercise price equal to 10% of the compensation payable to the
                 employees during the Offering not taking into consideration
                 any changes in the employee's rate of compensation after the
                 date the employee elects to participate in the Offering, or
                 such other maximum percentage of employees' compensation as
                 determined by the Board from time to time.





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10.      LIMIT ON PARTICIPATION.  Participation in an Offering shall be limited
         to eligible employees who elect to participate in such Offering in the
         manner and within the time limitation established by the Board when it
         authorizes the offering.

11.      CANCELLATION OF ELECTION TO PARTICIPATE.  An employee who has elected
         to participate in an Offering may, unless the employee has waived this
         cancellation right at the time of such election in a manner
         established by the Board, cancel such election as to all (but not
         part) of the rights granted under such Offering by giving written
         notice of such cancellation to the Company before the expiration of
         the Offering Period. Any amounts paid by the employee for the Shares
         or withheld for the purchase of Shares from the employee's
         compensation through payroll deductions shall be paid to the employee,
         without interest, upon such cancellation.

12.      TERMINATION OF EMPLOYMENT.  Upon termination of employment for any
         reason, including the death of the employee, before the date on which
         any rights granted under the Plan are exercisable, all such rights
         shall immediately terminate and amounts paid by the employee for the
         Shares or withheld for the purchase of Shares from the employee's
         compensation through payroll deductions shall be paid to the employee
         or to the employee's estate, without interest.

13.      EMPLOYEE'S RIGHTS AS STOCKHOLDER.  No participating employee shall
         have any rights as a stockholder in the Shares covered by a right
         granted hereunder until such right has been exercised, full payment
         has been made for the corresponding Shares and a certificate
         representing such Shares has been issued.

14.      RIGHTS NOT TRANSFERABLE.  Rights under the Plan are not assignable or
         transferable by a participating employee and are exercisable only by
         the employee.

15.      LIMITS ON SALE OF STOCK PURCHASED UNDER THE PLAN.  The Plan is
         intended to provide shares of Common Stock for investment and not for
         resale. The Company does not, however, intend to restrict or influence
         any employee in the conduct of his/her own affairs. An employee may,
         therefore, sell Shares purchased under the Plan at any time the
         employee chooses, subject to compliance with any applicable Federal or
         state securities laws; provided, however, that because of certain
         Federal tax requirements, each employee agrees, by entering the Plan,
         to promptly give the Company notice of any Shares disposed of within
         two years after the date of grant of the applicable right, indicating
         the number of such Shares disposed of. THE EMPLOYEE ASSUMES THE RISK
         OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE STOCK.





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16.      AMENDMENTS TO OR DISCONTINUANCE OF THE PLAN.  The Board may at any time
         terminate or amend this Plan without notice and without further action
         on the part of stockholders of the Company, provided:

         (a)     that no such termination or amendment shall adversely affect
                 the then existing rights of any participating employee;

         (b)     that any such amendment which:

                  (i)     increases the number of Shares subject to the Plan
                          (subject to the provisions of paragraph 7);

                 (ii)     changes the class of persons eligible to participate
                          under the Plan; or

                (iii)     materially increases the benefits accruing to
                          participants under the Plan

         shall be subject to approval of the stockholders of the Company.

17.      EFFECTIVE DATE AND APPROVALS.  The Plan is being adopted by the Board
         on June 8, 1994 to become effective as of said date. The Company's
         obligation to offer, sell and deliver its Shares under the Plan is
         subject to the approval of its stockholders not later than June 7,
         1995 and of any governmental authority required in connection with the
         authorized issuance or sale of such Shares and is further subject to
         the Company receiving the opinion of its counsel that all applicable
         securities laws have been complied with.

18.      TERM OF PLAN.  No rights shall be granted under the Plan after June 7,
         2004.

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         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
February 28, 1996, with the approval of the stockholders on June 19, 1996.  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.





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