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                                                                    EXHIBIT 10.3

                               ATHENAHEALTH, INC.

                      2000 STOCK OPTION AND INCENTIVE PLAN

1.   Purpose and Eligibility

     The purpose of this 2000 Stock Option and Incentive Plan (the "Plan") of
athenahealth.com, Inc. (the "Company") is to provide stock options and other
equity interests in the Company (each an "Award") to employees, officers,
directors, consultants and advisors of the Company and its Subsidiaries, all of
whom are eligible to receive Awards under the Plan. Any person to whom an Award
has been granted under the Plan is called a "Participant". Additional
definitions are contained in Section 8.

2.   Administration

     a. Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board, in its sole
discretion, shall have the authority to grant and amend Awards, to adopt, amend
and repeal rules relating to the Plan and to interpret and correct the
provisions of the Plan and any Award. All decisions by the Board shall be final
and binding on all interested persons. Neither the Company nor any member of the
Board shall be liable for any action or determination relating to the Plan.

     b. Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean such Committee or the Board.

     c. Delegation to Executive Officers. To the extent permitted by applicable
law, the Board may delegate to one or more executive officers of the Company the
power to grant Awards and exercise such other powers under the Plan as the Board
may determine, provided that the Board shall fix the maximum number of Awards to
be granted and the maximum number of shares issuable to any one Participant
pursuant to Awards granted by such executive officers.

3.   Stock Available for Awards

     a. Number of Shares. Subject to adjustment under Section 3(c), the
aggregate number of shares of Common Stock of the Company (the "Common Stock")
that may be issued pursuant to the Plan is 2,000,000 shares. If any Award
expires, or is terminated, surrendered or forfeited, in whole or in part, the
unissued Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan. If shares of Common Stock issued pursuant to the
Plan are repurchased by, or are surrendered or forfeited to, the Company at no
more than cost, such shares of Common Stock shall again be available for the
grant of Awards under the Plan; provided, however, that the cumulative number of
such shares that may be so reissued under the Plan will not exceed 2,000,000
shares. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

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     b. Per-Participant Limit. Subject to adjustment under Section 3(c), no
Participant may be granted Awards during any one fiscal year to purchase more
than 500,000 shares of Common Stock.

     c. Adjustment to Common Stock. In the event of any stock split, stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation, spin-off, split-up,
or other similar change in capitalization or event, (i) the number and class of
securities available for Awards under the Plan and the per-Participant share
limit, (ii) the number and class of securities, vesting schedule and exercise
price per share subject to each outstanding Option, (iii) the repurchase price
per security subject to repurchase, and (iv) the terms of each other outstanding
stock-based Award shall be adjusted by the Company (or substituted Awards may be
made) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is appropriate. If Section 7(e)(i) applies for any
event, this Section 3(c) shall not be applicable.

4.   Stock Options

     a. General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option and the Common Stock
issued upon the exercise of each Option, including vesting provisions,
repurchase provisions and restrictions relating to applicable federal or state
securities laws, as it considers advisable.

     b. Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall be granted only to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Board and the Company shall have no liability if an Option
or any part thereof that is intended to be an Incentive Stock Option does not
qualify as such. An Option or any part thereof that does not qualify as an
Incentive Stock Option, or an Option that could qualify but intentionally is not
granted as an Incentive Stock Option, is referred to herein as a "Nonstatutory
Stock Option".

     c. Exercise Price. The Board shall establish the exercise price (or
determine the method by which the exercise price shall be determined) at the
time each Option is granted and specify it in the applicable option agreement.

     d. Duration of Options. Each Option shall be exercisable at such times and
shall be subject to such terms and conditions as the Board may specify in the
applicable option agreement.

     e. Exercise of Option. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 4(f) for the number of shares for
which the Option is exercised.


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     f. Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option shall be paid for by one or any combination of the following forms of
payment:

          (i) by check payable to the order of the Company;

          (ii) except as otherwise explicitly provided in the applicable option
agreement, and only if the Common Stock is then publicly traded, delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price, or delivery
by the Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price; or

          (iii) to the extent explicitly provided in the applicable option
agreement, by (x) delivery of shares of Common Stock owned by the Participant
valued at fair market value (as determined by the Board or as determined
pursuant to the applicable option agreement), (y) delivery of a promissory note
of the Participant to the Company (and delivery to the Company by the
Participant of a check in an amount equal to the par value of the shares
purchased), or (z) payment of such other lawful consideration as the Board may
determine.

5.   Restricted Stock

     a. Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to (i) delivery to the Company by the
Participant of a check in an amount at least equal to the par value of the
shares purchased, and (ii) the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price from the
Participant in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each, a
"Restricted Stock Award").

     b. Terms and Conditions. The Board shall determine the terms and conditions
of any such Restricted Stock Award. Any stock certificates issued in respect of
a Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). After
the expiration of the applicable restriction periods, the Company (or such
designee) shall deliver the certificates no longer subject to such restrictions
to the Participant or, if the Participant has died, to the beneficiary
designated by a Participant, in a manner determined by the Board, to receive
amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

6.   Other Stock-Based Awards

     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including,
without limitation, the grant of shares based upon certain conditions, the grant
of securities convertible into Common Stock and the grant of stock appreciation
rights, phantom stock awards or stock units.


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7.   General Provisions Applicable to Awards

     a. Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     b. Documentation. Each Award under the Plan shall be evidenced by a written
instrument in such form as the Board shall determine or as executed by an
officer of the Company pursuant to authority delegated by the Board. Each Award
may contain terms and conditions in addition to those set forth in the Plan
provided that such terms and conditions do not contravene the provisions of the
Plan.

     c. Board Discretion. The terms of each type of Award need not be identical,
and the Board need not treat Participants uniformly.

     d. Termination of Status. The Board shall determine the effect on an Award
of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, or the Participant's legal
representative, conservator, guardian or Designated Beneficiary, may exercise
rights under the Award.

     e. Acquisition of the Company

          (i) Consequences of an Acquisition. Unless otherwise provided in the
applicable Option or Award, upon the consummation of an Acquisition: (x) all
outstanding Awards shall remain the obligation of the Company or be assumed by
the surviving or acquiring entity, and there shall be automatically substituted
for the shares of Common Stock then subject to such Awards either (A) the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition, (B) shares of stock of the surviving or
acquiring corporation or (C) such other securities as the Board deems
appropriate (the fair market value of which (as determined by the Board in its
sole discretion) shall not materially differ from the fair market value of the
shares of Common Stock subject to such Awards immediately preceding the
Acquisition), and (y) the vesting provisions of all the unvested Awards shall
become accelerated by a period of one year. In the event that any such
Participant who remains an employee of the Company or the acquiring or surviving
entity immediately following the consummation of the Acquisition is terminated
without "cause" (as defined in the applicable option agreement) or terminates
his or her own employment "for good reason" (as defined in the applicable option
agreement) prior to the first anniversary of the consummation of the
Acquisition, then immediately upon such termination (1) all unvested Options
then outstanding shall become immediately exercisable in full and will
terminate, to the extent unexercised, on their scheduled expiration date, and if
the shares of Common Stock subject to such Options are subject to repurchase
provisions then such repurchase restrictions shall


                                       -4-

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immediately lapse; (2) all Restricted Stock Awards then outstanding shall become
free of all repurchase provisions; and (3) all other stock-based Awards shall
become exercisable, realizable or vested in full, or shall be free of all
repurchase provisions as the case may be.

An "Acquisition" shall mean: (x) the sale of the Company by merger in which the
shareholders of the Company in their capacity as such no longer own a majority
of the outstanding equity securities of the Company (or its successor); or (y)
any sale of all or substantially all of the assets or capital stock of the
Company (other than in a spin-off or similar transaction) or (z) any other
acquisition of the business of the Company, as determined by the Board.

          (ii) Assumption of Options Upon Certain Events. In connection with a
merger or consolidation of an entity with the Company or the acquisition by the
Company of property or stock of an entity, the Board may grant Awards under the
Plan in substitution for stock and stock-based awards issued by such entity or
an affiliate thereof. The substitute Awards shall be granted on such terms and
conditions as the Board considers appropriate in the circumstances.

          (iii) Pooling-of Interests-Accounting. If the Company proposes to
engage in an Acquisition intended to be accounted for as a pooling-of-interests,
and in the event that the provisions of this Plan or of any Award hereunder, or
any actions of the Board taken in connection with such Acquisition, are
determined by the Company's or the acquiring company's independent public
accountants to cause such Acquisition to fail to be accounted for as a
pooling-of-interests, then such provisions or actions shall be amended or
rescinded by the Board, without the consent of any Participant, to be consistent
with pooling-of-interests accounting treatment for such Acquisition.

          (iv) Parachute Awards. Notwithstanding the provisions of Section
7(e)(i)(A), if, in connection with an Acquisition described therein, a tax under
Section 4999 of the Code would be imposed on the Participant (after taking into
account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the
Code), then the number of Awards which shall become exercisable, realizable or
vested as provided in such section shall be reduced (or delayed), to the minimum
extent necessary, so that no such tax would be imposed on the Participant (the
Awards not becoming so accelerated, realizable or vested, the "Parachute
Awards"); provided, however, that if the "aggregate present value" of the
Parachute Awards would exceed the tax that, but for this sentence, would be
imposed on the Participant under Section 4999 of the Code in connection with the
Acquisition, then the Awards shall become immediately exercisable, realizable
and vested without regard to the provisions of this sentence. For purposes of
the preceding sentence, the "aggregate present value" of an Award shall be
calculated on an after-tax basis (other than taxes imposed by Section 4999 of
the Code) and shall be based on economic principles rather than the principles
set forth under Section 280G of the Code and the regulations promulgated
thereunder. All determinations required to be made under this Section 7(e)(iv)
shall be made by the Company.

     f. Withholding. Each Participant shall pay to the Company, or make
provisions satisfactory to the Company for payment of, any taxes required by law
to be withheld in connection with Awards to such Participant no later than the
date of the event creating the tax


                                       -5-

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liability. The Board may allow Participants to satisfy such tax obligations in
whole or in part by transferring shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their fair market
value (as determined by the Board or as determined pursuant to the applicable
option agreement). The Company may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to a
Participant.

     g. Amendment of Awards. The Board may amend, modify or terminate any
outstanding Award including, but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that, except as otherwise provided in Section 7(e)(iii), the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

     h. Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

     i. Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of some or all restrictions, or that any other stock-based
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be, despite the fact that the foregoing actions may (i) cause the
application of Sections 280G and 4999 of the Code if a change in control of the
Company occurs, or (ii) disqualify all or part of the Option as an Incentive
Stock Option.

8.   Miscellaneous

     a. Definitions.

          (i) "Company," for purposes of eligibility under the Plan, shall
include any present or future subsidiary corporations of athenahealth.com, Inc.,
as defined in Section 424(f) of the Code (a "Subsidiary"), and any present or
future parent corporation of athenahealth.com, Inc., as defined in Section
424(e) of the Code. For purposes of Awards other than Incentive Stock Options,
the term "Company" shall include any other business venture in which the Company
has a direct or indirect significant interest, as determined by the Board in its
sole discretion.


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          (ii) "Code" means the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.

          (iii) "employee" for purposes of eligibility under the Plan (but not
for purposes of Section 4(b)) shall include a person to whom an offer of
employment has been extended by the Company.

     b. No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan.

     c. No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder thereof.

     d. Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board. No Awards shall be granted under the
Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but Awards previously granted may extend beyond that date.

     e. Amendment of Plan. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time.

     f. Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of Delaware,
without regard to any applicable conflicts of law.

                                        Adopted by the Board of Directors on
                                        January 28, 2000

                                        Approved by the stockholders on
                                        March 31, 2000


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<PAGE>

ADDENDUM A TO THE
ATHENAHEALTH, INC.
2000 STOCK OPTION AND INCENTIVE PLAN

     NOTWITHSTANDING ANYTHING STATED TO THE CONTRARY IN THE ATHENAHEALTH, INC.
2000 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED TO DATE (THE "PLAN"), THIS
ADDENDUM TO THE PLAN SHALL APPLY FOR PURPOSES OF ALL AWARDS GRANTED UNDER THE
PLAN TO EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS AND ADVISORS LOCATED IN THE
STATE OF CALIFORNIA UNTIL SUCH TIME AS THE COMMON STOCK BECOMES SUBJECT TO THE
REPORTING REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. ALL CAPITALIZED TERMS, TO THE EXTENT NOT DEFINED HEREIN, SHALL
HAVE THE MEANINGS SET FORTH IN THE PLAN.

     1. Exercise Price. The exercise price per share for the Common Stock
covered by an Option shall be determined by the Board at the time of grant;
provided that, if the Option is: (i) a Nonstatutory Stock Option and the
Participant is not an individual who owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than ten percent (10%) of
the combined voting power of all classes of stock of the Company (a "10% Owner
Optionee"), the exercise price may be no less than eighty-five percent (85%) of
the fair market value of a share of Common Stock on the date the Option is
granted (as determined by the Board or as determined pursuant to the applicable
Stock Option Agreement); (ii) an Incentive Stock Option and the Participant is
not a 10% Owner Optionee, the exercise price may be no less than one hundred
percent (100%) of the fair market value of a share of Common Stock on the date
the Option is granted (as determined by the Board or as determined pursuant to
the applicable Stock Option Agreement), or (iii) granted to a 10% Owner Optionee
(whether an Incentive Stock Option or a Nonstatutory Stock Option), the exercise
price may be no less than one hundred ten percent (110%) of the fair market
value of a share of stock on the date the Option is granted (as determined by
the Board or as determined pursuant to the applicable Stock Option Agreement).
Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a
Nonstatutory Stock Option) may be granted with an exercise price lower than the
minimum exercise price set forth above if such Option is granted pursuant to an
assumption or substitution for another stock option in a manner qualifying under
the provisions of Section 424(a) of the Code.

     2. Purchase Price. The purchase price for any shares of Common Stock
purchased pursuant to a Restricted Stock Award shall be at least eighty-five
percent (85%) of the fair market value of the Common Stock (as determined by the
Board or as determined pursuant to the applicable Award agreement) at the time
the Participant is granted such Restricted Stock Award or at the time the
purchase is consummated. Notwithstanding the foregoing, if the Restricted Stock
Award is granted to a 10% Owner Optionee, the purchase price shall be one
hundred percent (100%) of the fair market value of the Common Stock (as
determined by the Board or as determined pursuant to the applicable Award
agreement) at the time the Participant is granted such Award or at the time the
purchase is consummated.

     3. Exercisability and Option Term. Options shall become exercisable at such
time or times, whether or not in installments, as shall be determined by the
Board and set forth in the Stock Option Agreement evidencing such Option;
provided that, with the exception of Options granted to officers, directors,
consultants or advisors of the


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Company or any Subsidiary, no Option shall become exercisable at a rate less
than twenty percent (20%) per year over a period of five (5) years from the date
of grant of such Option, subject to the Participant's continued business
relationship with the Company. Notwithstanding the foregoing, no Option shall be
exercisable on or after the tenth (10th) anniversary of the date of grant of
such Option or, in the case of a 10% Owner Optionee who is granted an Incentive
Stock Option, such Incentive Stock Option shall not be exercisable on or after
the fifth (5th) anniversary of the date of grant of such Option.

     4. Termination of Business Relationship. In the event that a Participant's
business relationship with the Company terminates, such Participant may
thereafter exercise its Option, to the extent that it was vested and exercisable
on the date of such termination, until the date specified below. Any portion of
the Option that is not exercisable on the date of termination of such business
relationship with the Company shall immediately expire and be null and void.
Once any portion of the Option becomes vested and exercisable, the Participant's
right to exercise such Option (or the Participant's representatives and legatees
as applicable) in the event of a termination of the Participant's business
relationship shall continue until the earliest of: (i) the date which is: (A)
180 days following the date on which the Participant's business relationship
with the Company terminates due to death or disability, or (B) three (3) months
following the date on which the Participant's business relationship with the
Company terminates if the termination is due to any other reason, or (ii) the
expiration date set forth in the Stock Option Agreement; provided that,
notwithstanding the foregoing, a Stock Option Agreement may provide that if the
Participant's business relationship with the Company is terminated for Cause (as
defined in the applicable Stock Option Agreement), the Option shall terminate
immediately and be null and void upon the date of the Participant's receipt of
written notice of such termination and shall not thereafter be exercisable. For
purposes hereof, "disability" means "permanent and total disability" as defined
in Section 22(e)(3) of the Code.

     5. Nontransferability of Option. No Option shall be transferable by the
Participant otherwise than by will or the laws of descent and distribution;
provided that, a Nonstatutory Stock Option may provide in the applicable Stock
Option Agreement that it is transferable in any manner permitted by Rule 701 of
the Act.

     6. Provision of Information. At least annually, each Participant shall
receive financial statements of the Company; provided that, the Company shall
not be required to provide such information to key employees whose duties in
connection with the Company assure them access to equivalent information.

     7. Repurchase Rights. Shares of Common Stock issued pursuant to Awards may
be subject to one or more repurchase rights or other conditions and restrictions
as determined by the Board and set forth in the applicable Award agreement. Any
repurchase right shall be at such repurchase price as is set forth in the Award
agreement provided that: (a) if the repurchase price is equal to at least the
fair market value of the shares to be repurchased (measured as of the date of
termination of employment), then such repurchase right must be exercised for
cash or cancellation of purchase money indebtedness for such shares within
ninety (90) days of the termination of employment (or, in the case of securities
issued upon exercise of an Option, within ninety (90) days of the exercise of
the applicable Option) and such repurchase right must terminate upon the initial
public offering of the Company's securities; and (b) if the


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<PAGE>

repurchase price is equal to the original purchase price, such repurchase right
must lapse at a rate of at least twenty percent (20%) per year from the date of
grant of the Award and such repurchase right must be exercised for cash or
cancellation of purchase money indebtedness for the shares within ninety (90)
days of the termination of employment (or, in the case of securities issued upon
exercise of an Option, within ninety (90) days of the exercise of the applicable
Option). Notwithstanding the foregoing, Awards held by officers, directors,
consultants or advisors of the Company may be subject to additional or greater
restrictions.


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<PAGE>



                                SECOND AMENDMENT
                                     TO THE
                               ATHENAHEALTH, INC.
                      2000 STOCK OPTION AND INCENTIVE PLAN

     Pursuant to the powers reserved to it in Section 8(e) of the athenahealth,
Inc. 2000 Stock Option and Incentive Plan (the "Plan"), the Board of Directors
of athenahealth, Inc. (the "Company") hereby amends the Plan, effective as of
July 27, 2006, as follows:

          1. Section 2 of the Plan is amended by adding the following new
     paragraph (d) to the end thereof:

     "d. Foreign Participants. Notwithstanding any provision of the Plan to the
     contrary, in order to comply with the laws in other countries in which the
     Company and its Subsidiaries operate or have employees or other individuals
     eligible for Awards, the Board, in its sole discretion, shall have the
     power and authority to: (i) determine which Subsidiaries shall be covered
     by the Plan; (ii) determine which individuals outside the United States are
     eligible to participate in the Plan; (iii) modify the terms and conditions
     of any Award granted to individuals outside the United States to comply
     with applicable foreign laws; (iv) establish subplans and modify exercise
     procedures and other terms and procedures, to the extent the Board
     determines such actions to be necessary or advisable (any such subplans
     and/or modifications shall be attached to this Plan as addenda, which
     addenda currently include Addendum B (governing Awards to individuals in
     India), but which may include additional addenda in the future in the
     Board's sole discretion); provided, however, that no such subplans and/or
     modifications shall increase the share limitations contained in Section 3
    (a) of the Plan; and (v) take any action, before or after an Award is made,
     that the Board determines to be necessary or advisable to obtain approval
     or comply with any local governmental regulatory exemptions or approvals.
     Notwithstanding the foregoing, the Board may not take any actions
     hereunder, and no Awards shall be granted, that would violate any
     applicable United States securities law, the Code, or any other applicable
     United States governing statute or law."

          2. The Plan is further amended by adding the following "Addendum B -
     Terms of Awards to Individuals in India" to the end thereof:

                               "ADDENDUM B TO THE
                               athenahealth, Inc.
                      2000 STOCK OPTION AND INCENTIVE PLAN
                     Terms of Awards to Individuals in India

     Notwithstanding anything stated to the contrary in the athenahealth, Inc.
     2000 Stock Option and Incentive Plan, as amended to date (the "Plan"), this
     Addendum to the Plan shall apply for purposes of all Awards granted under
     the Plan to employees, officers, directors, consultants and advisors
     located in India. All capitalized terms, to the extent not defined herein,
     shall have the meanings set forth in the Plan.


                                   Page 1 of 4

<PAGE>

          1. Exercise of Stock Options - Regulatory Requirements for purchasing
     shares of Common Stock

          1.1 Under applicable law, including without limitation, the Foreign
     Exchange Management (Transfer or Issue of any Foreign Security)
     Regulations, 2000 ("Regulations") framed by Reserve Bank of India ("RBI")
     as amended by Notification No. FEMA 120/RB-2004 dated July 7, 2004 (as may
     be amended/substituted from time to time), Participants who are resident in
     India and are employees or directors of AthenaNet India Private Limited
     ("the Indian Subsidiary") may, subject to the provisions of the Plan,
     exercise the Options granted to them to purchase shares of Common Stock
     without seeking any prior approval from the RBI by remitting money out of
     India for such exercise/purchase. There is currently no limit on the amount
     of money that may be remitted by such Participants for exercising such
     Options.

          1.2 In accordance with the Regulations, any Participant resident in
     India (whether an employee, officer, director, advisor or consultant of the
     Company or of the Indian Subsidiary) may also acquire the shares of Common
     Stock by way of exercise on a cashless basis with no foreign remittance
     being made from India to acquire the securities.

          1.3 Participants resident in India (who are advisors or consultants of
     the Company or the Indian Subsidiary) are also permitted to make a
     remittance up to the value of US$25,000 per calendar year for purchasing
     shares of Common Stock in the Company without seeking any prior approval
     from the RBI.

          1.4 It is hereby clarified that clauses 1.1 - 1.3 above merely
     summarize the Indian law requirements for exercise of the Options by
     Participants resident in India as in effect on the date of introduction of
     the Plan for Participants resident in India. Any exercise of the Options at
     any time shall always be subject to any restrictions/conditions that may be
     stipulated under Indian laws from time to time and Participants shall be
     responsible for complying with the same.

          2. Terms of the Plan/Options.

          2.1 Total Number of Shares. The total number of shares of Common Stock
     that may be issued under the Plan is 5,237,821, subject to adjustment as
     set forth in Section 3(c) of the Plan.

          2.2 Eligibility. The class of employees who are entitled to
     participate in the Plan includes all employees, officers, directors,
     consultants and advisors of the Company and the Indian Subsidiary,
     provided, however, that an employee who is a "promoter" or belongs to the
     "promoter group" or a director who either by himself or through his
     relatives or through any body corporate, directly or indirectly holds more
     than 10% of outstanding equity shares of the Indian Subsidiary shall not be
     eligible to participate in the Plan, to the extent that any such employee
     or director is resident in India.

          2.3 Pricing Formula. The pricing formula on the basis of which shares
     may be allotted to employees resident in India or the price at which such
     shares will be offered at the time of grant or exercise of Options is 100%
     of the fair market value of the


                                   Page 2 of 4

<PAGE>

     Company's Common Stock on the date the Options are granted in the case of
     employees, officers and directors of the Indian Subsidiary resident in
     India and not less than 85% and not more than 100% of the fair market value
     of the Company's Common Stock on the date the Options are granted in the
     case of advisors and consultants of the Company or of the Indian Subsidiary
     who are resident in India, as determined periodically in good faith by the
     Board of Directors or a committee of the Board of Directors duly authorized
     to make such determination in accordance with clause 2.7 below.

          2.4 Number of Shares Awarded. The maximum number of shares of Common
     Stock that may be issued to any employee is 500,000 in any one fiscal year.
     Options may be granted to those eligible employees, officers, directors,
     consultants and advisors who contribute to the growth and success of the
     Company and/or of the Indian Subsidiary and who are selected from time to
     time by the Board or the Committee in its sole discretion in consultation
     with the Board of Directors of the Indian Subsidiary.

          2.5 Shareholder Approval. The Plan was most recently amended and
     reconfirmed by Directors of the Company on July 22, 2003 and that action
     was ratified by the shareholders of the Company on July 28, 2003.
     Shareholder approval will be obtained in the future to the extent it is
     required under applicable law.

          2.6 Lock-in Period. The lock in period of shares of Common Stock from
     the date of Option or exercise of Option or purchase of shares under the
     Plan, as the case may be is determined by the Board of Directors of the
     Company at the time that the Option is granted. Generally, however, the
     Board of the Company has granted options with vesting periods providing for
     one-quarter of the shares to vest on the first anniversary of the grant of
     the option, with the remainder vesting in equal monthly installments over
     the 36 months beginning on such first anniversary.

          2.7 Valuation. The basis of valuation of shares of Common Stock (with
     reference to the Company's account for the last three financial years) and
     a brief explanation as to how the basis was arrived at is as follows: The
     Board of Directors and the Compensation Committee of the Board of Directors
     of the Company periodically reviews various factors regarding the Company's
     business to determine its good faith judgment regarding the fair market
     value of the Company's Common Stock. These factors include the Company's
     financial performance and condition (including the strength of its balance
     sheet and capital structure), the fair market value attributed to
     comparable companies in the public markets, as well as other factors
     ordinarily considered in valuing companies. The Board or Committee may, but
     is not obligated to, consult a third party valuation expert to assist in
     its determination. If the Company's Common Stock were ever to be publicly
     traded on an established stock market, the fair value of the Common Stock
     would be determined based upon the public market price.

          2.8 Non-Transferability. Except as the Board may otherwise determine
     or provide in an Award, Awards shall not be sold, assigned, transferred,
     pledged or otherwise encumbered by the person to whom they are granted,
     either voluntarily or by operation of law, except by will or the laws of
     descent and distribution, and, during the life of the Participant, shall be
     exercisable only by the Participant. References to a


                                   Page 3 of 4

<PAGE>

     Participant, to the extent relevant in the context, shall include
     references to authorized transferees.

          2.9 No changes shall be effected to the conditions contained in this
     Addendum B after the date that this Addendum B becomes effective, except as
     may be required in accordance with the laws of the India or the USA."

          3. Except as so amended, the Plan in all other respects is hereby
     confirmed.

     IN WITNESS WHEREOF, the Board has caused this Second Amendment to the Plan
to be duly executed on this 27th day of July, 2006.

                                        athenahealth, Inc.


                                        /s/ Jonathan Bush
                                        ----------------------------------------
                                        Name: Jonathan Bush
                                        Title: CEO


                                   Page 4 of 4
<PAGE>
                               ATHENAHEALTH. INC.
                        INCENTIVE STOCK OPTION AGREEMENT

         athenahealth, Inc. (the "Company") hereby grants the following stock
option pursuant to its 2000 Stock Option and Incentive Plan. The Incorporated
Terms and Conditions attached hereto are also a part hereof.


<TABLE>
<S>                                                                <C>
Name of Employee (the "Employee"):

Date of this option grant:

Number of shares of the Company's Common
Stock subject to this option ("Option Shares"):

Option exercise price per share:

Number, if any, of Option Shares that may be
purchased on or after grant date:

Number of Option Shares subject to vesting
schedule:

Veting Start Date:
</TABLE>

Vesting Schedule:

<Table>
<Caption>
<S>                                                             <C>
On each anniversary of the Vesting Start Date
for each of the following the Vesting Start                     Option Shares
Date:

On the anniversary of the Vesting Start                         All remaining unvested Option
Date:                                                           Shares

Payment alternatives (specify any or all of
Section 7(a)(i) though (iv):                                    Section 7(a)(i) through (iii)
</Table>

This option satisfies in full all commitments that the Company has to the
Employee with respect to the issuance of stock, stock options or other equity
securities.
================================================================================

<Table>
<Caption>
<S>                                            <C>
                                               athenahealth, Inc.

---------------------------------
Signature of Employee                          By:
                                                  ------------------------------
---------------------------------              Name of Officer: Carl B. Byers
Street Address                                 Title: Chief Financial Officer

---------------------------------
City/State/Zip Code
</Table>

<PAGE>

                               athenahealth, Inc.

      INCENTIVE STOCK OPTION AGREEMENT -- INCORPORATED TERMS AND CONDITIONS

          1. Grant Under Plan. This option is granted pursuant to and is
 governed by the Company's 2000 Stock Option and Incentive Plan (the "Plan")
 and, unless the context otherwise requires, terms used herein shall have the
 same meaning as in the Plan.

         2. Grant as Incentive Stock Option. This option is intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended, and the regulations thereunder (the "Code").

          3. Vesting of Option if Employment Continues. The Employee may
exercise this option on or after the date of this option grant for the number of
shares of the Company's Common Stock, if any, set forth on the cover page
hereof. If the Employee has remained continuously employed by the Company
through the dates listed on the vesting schedule set forth on the cover page
hereof, the Employee may exercise this option for the additional number of
shares of the Company's Common Stock set opposite the applicable vesting date.
Notwithstanding the foregoing, the Board may, in its discretion, accelerate the
date that any installment of this option becomes exercisable. The foregoing
rights are cumulative and (subject to Sections 4 or 5 hereof if the Employee
ceases to be employed by the Company) may be exercised only before the date
which is ten years from the date of this option grant.

         4. Termination of Employment.

                  (a) Termination Other Than for Cause. If the Employee ceases
         to be employed by the Company, other than by reason of death or
         disability as defined in Section 5 or termination for Cause as defined
         in Section 4(c), no further installments of this option shall become
         exercisable, and this option may no longer be exercised after the
         passage of three months from the Employee's last day of employment, but
         in no event later than the scheduled expiration date. For purposes
         hereof, employment shall not be considered as having terminated during
         any leave of absence if such leave of absence has been approved in
         writing by the Company and if such written approval contractually
         obligates the Company to continue the employment of the Employee after
         the approved period of absence; in the event of such an approved leave
         of absence, vesting of this option shall be suspended (and the period
         of the leave of absence shall be added to all vesting dates) unless
         otherwise provided in the Company's written approval of the leave of
         absence. For purposes hereof, employment shall include a consulting
         arrangement between the Employee and the Company that immediately
         follows termination of employment, but only if so stated in a written
         consulting agreement executed by the Company that specifically refers
         to this option. This option shall not be affected by any change of
         employment within or among the Company and its Subsidiaries so long as
         the Employee continuously remains an employee of the Company or any
         Subsidiary.
<PAGE>

                                       -2-

                  (b) Termination for Cause. If the employment of the Employee
         is terminated for Cause (as defined in Section 4(c)), this option shall
         may no longer be exercised from and after the Employee's receipt of
         written notice of such termination.

                  (c) Definition of Cause. "Cause" shall mean conduct involving
         one or more of the following: (i) the substantial and continuing
         failure of the Employee, after notice thereof, to render services to
         the Company in accordance with the terms or requirements of his or her
         employment; (ii) disloyalty, gross negligence, willful misconduct,
         dishonesty, fraud or breach of fiduciary duty to the Company; (iii)
         deliberate disregard of the rules or policies of the Company, or breach
         of an employment or other agreement with the Company, which results in
         direct or indirect loss, damage or injury to the Company; (iv) the
         unauthorized disclosure of any trade secret or confidential information
         of the Company; or (v) the commission of an act which constitutes
         unfair competition with the Company or which induces any customer or
         supplier to breach a contract with the Company.

         5. Death; Disability.

                  (a) Death. If the Employee dies while in the employ of the
         Company, this option may be exercised, to the extent otherwise
         exercisable on the date of his or her death, by the Employee's estate,
         personal representative or beneficiary to whom this option has been
         transferred pursuant to Section 10, only at any time within 180 days
         after the date of death, but not later than the scheduled expiration
         date.

                  (b) Disability. If the Employee ceases to be employed by the
         Company by reason of his or her disability, this option may be
         exercised, to the extent otherwise exercisable on the date of cessation
         of employment, only at any time within 180 days after such cessation of
         employment, but not later than the scheduled expiration date. For
         purposes hereof, "disability" means "permanent and total disability" as
         defined in Section 22(e)(3) of the Code.

         6. Partial Exercise. This option may be exercised in part at any time
and from time to time within the above limits, except that this option may not
be exercised for a fraction of a share.

         7. Payment of Exercise Price.

                  (a) Payment Options. The exercise price shall be paid by one
         or any combination of the following forms of payment that are
         applicable to this option, as indicated on the cover page hereof:

                  (i)      by check payable to the order of the Company; or

                  (ii)     if the Company's Common Stock is then traded on a
                           national securities exchange or on the Nasdaq
                           National Market (or successor trading system),
<PAGE>

                                      -3-

                           delivery of an irrevocable and unconditional
                           undertaking, satisfactory in form and substance to
                           the Company, by a creditworthy broker to deliver
                           promptly to the Company sufficient funds to pay the
                           exercise price, or delivery by the Employee to the
                           Company of a copy of irrevocable and unconditional
                           instructions, satisfactory in form and substance to
                           the Company, to a creditworthy broker to deliver
                           promptly to the Company cash or a check sufficient to
                           pay the exercise price; or

                  (iii)    subject to Section 7(b) below, if the Company's
                           Common Stock is then traded on a national securities
                           exchange or on the Nasdaq National Market (or
                           successor trading system), by delivery of shares of
                           the Company's Common Stock having a fair market value
                           equal as of the date of exercise to the option price;
                           or

                  (iv)     by check payable to the order of the Company for the
                           par value of the shares being purchased plus delivery
                           of the Employee's [three]-year personal full recourse
                           promissory note for the balance of the exercise
                           price, with such note bearing interest payable not
                           less than annually at the applicable Federal rate, as
                           defined in Section 1274(d) of the Code.

                  In the case of (iii) above, fair market value as of the date
         of exercise shall be determined as of the last business day for which
         such prices or quotes are available prior to the date of exercise and
         shall mean (i) the last reported sale price (on that date) of the
         Company's Common Stock on the principal national securities exchange on
         which the Company's Common Stock is traded, if the Company's Common
         Stock is then traded on a national securities exchange; or (ii) the
         last reported sale price (on that date) of the Company's Common Stock
         on the Nasdaq National Market (or successor trading system), if the
         Company's Common Stock is not then traded on a national securities
         exchange.

                  (b) Limitations on Payment by Delivery of Common Stock. If
         Section 7(a)(iii) is applicable, and if the Employee delivers Company
         Common Stock held by the Employee ("Old Stock") to the Company in full
         or partial payment of the exercise price and the Old Stock so delivered
         is subject to restrictions or limitations imposed by agreement between
         the Employee and the Company, an equivalent number of Option Shares
         shall be subject to all restrictions and limitations applicable to the
         Old Stock to the extent that the Employee paid for the Option Shares by
         delivery of Old Stock, in addition to any restrictions or limitations
         imposed by this Agreement. Notwithstanding the foregoing, the Employee
         may not pay any part of the exercise price hereof by transferring
         Company Common Stock to the Company unless such Common Stock has been
         owned by the Employee free of any substantial risk of forfeiture for at
         least six months.

         8. Securities Laws Restrictions on Resale. Until registered under the
Securities Act of 1933, as amended, or any successor statute (the "Securities
Act"), the Option Shares will be of an illiquid nature and will be deemed to be
"restricted securities" for purposes of the Securities Act. Accordingly, such
shares must be sold in compliance with the registration requirements of


<PAGE>
                                       -4-

the Securities Act or an exemption therefrom. Unless the Option Shares have been
registered under the Securities Act, each certificate evidencing any of the
Option Shares shall bear a legend substantially as follows:

         "The shares represented by this certificate are subject to
         restrictions on transfer and may not be sold, exchanged,
         transferred, pledged, hypothecated or otherwise disposed of
         except in accordance with and subject to all the terms and
         conditions of a certain Stock Option Agreement dated as of
         [date], a copy of which the Company will furnish to the
         holder of this certificate upon request and without charge."

         9. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, this option may be exercised by written notice to the Company at
its principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Option Shares for which it is being exercised and shall be signed by
the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Employee
and if the Employee shall so request in the notice exercising this option, shall
be registered in the name of the Employee and another person jointly, with right
of survivorship). In the event this option shall be exercised, pursuant to
Section 5 hereof, by any person or persons other than the Employee, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option.

         10. Option Not Transferable. This option is not transferable or
assignable except by will or by the laws of descent and distribution. During the
Employee's lifetime only the Employee can exercise this option.

         11. No Obligation to Exercise Option. The grant and acceptance of this
option imposes no obligation on the Employee to exercise it.

         12. No Obligation to Continue Employment. Neither the Plan, this
Agreement, nor the grant of this option imposes any obligation on the Company to
continue the Employee in employment.

         13. Adjustments. Except as is expressly provided in the Plan with
respect to certain changes in the capitalization of the Company, no adjustment
shall be made for dividends or similar rights for which the record date is prior
to such date of exercise.

         14. Withholding Taxes. If the Company in its discretion determines that
it is obligated to withhold any tax in connection with the exercise of this
option, or in connection with the transfer of, or the lapse of restrictions on,
any Common Stock or other property acquired pursuant to this option, the
Employee hereby agrees that the Company may withhold from the


<PAGE>
                                      -5-

Employee's wages or other remuneration the appropriate amount of tax. At the
discretion of the Company, the amount required to be withheld may be withheld in
cash from such wages or other remuneration or in kind from the Common Stock or
other property otherwise deliverable to the Employee on exercise of this option.
The Employee further agrees that, if the Company does not withhold an amount
from the Employee's wages or other remuneration sufficient to satisfy the
withholding obligation of the Company, the Employee will make reimbursement on
demand, in cash, for the amount underwithheld.

         15. Restrictions on Transfer; Company's Right of First Refusal.

                  (a) Exercise of Right. Option Shares may not be transferred
         without the Company's written consent except by will, by the laws of
         descent and distribution or in accordance with the further provisions
         of this Section 15. If the Employee desires to transfer all or any part
         of the Option Shares to any person other than the Company (an
         "Offeror"), the Employee shall: (i) obtain in writing an irrevocable
         and unconditional bona fide offer (the "Offer") for the purchase
         thereof from the Offeror; and (ii) give written notice (the "Option
         Notice") to the Company setting forth the Employee's desire to transfer
         such shares, which Option Notice shall be accompanied by a photocopy of
         the Offer and shall set forth at least the name and address of the
         Offeror and the price and terms of the Offer. Upon receipt of the
         Option Notice, the Company shall have an assignable option to purchase
         any or all of such Option Shares (the "Company Option Shares")
         specified in the Option Notice, such option to be exercisable by
         giving, within 15 days after receipt of the Option Notice, a written
         counter-notice to the Employee. If the Company elects to purchase any
         or all of such Company Option Shares, it shall be obligated to
         purchase, and the Employee shall be obligated to sell to the Company,
         such Company Option Shares at the price and terms indicated in the
         Offer within 30 days from the date of delivery by the Company of such
         counter-notice.

                  (b) Sale of Option Shares to Offeror. The Employee may, for 60
         days after the expiration of the 15-day option period as set forth in
         Section 15(a), sell to the Offeror, pursuant to the terms of the Offer,
         any or all of such Company Option Shares not purchased or agreed to be
         purchased by the Company or its assignee; provided, however, that the
         Employee shall not sell such Option Shares to such Offeror if such
         Offeror is a competitor of the Company and the Company gives written
         notice to the Employee, within 30 days of its receipt of the Option
         Notice, stating that the Employee shall not sell his or her Option
         Shares to such Offeror; and provided, further, that prior to the sale
         of such Option Shares to an Offeror, such Offeror shall execute an
         agreement with the Company pursuant to which such Offeror agrees to be
         subject to the restrictions set forth in this Section 15. If any or all
         of such Option Shares are not sold pursuant to an Offer within the time
         permitted above, the unsold Option Shares shall remain subject to the
         terms of this Section 15.

                  (c) Failure to Deliver Option Shares. If the Employee fails or
         refuses to deliver on a timely basis duly endorsed certificates
         representing Company Option Shares to be sold to the Company or its
         assignee pursuant to this Section 15, the Company or its

<PAGE>

                                      -6-

         assignee shall have the right to deposit the purchase price for such
         Company Option Shares in a special account with any bank or trust
         company, giving notice of such deposit to the Employee, whereupon such
         Company Option Shares shall be deemed to have been purchased by the
         Company or its assignee, as the case may be. All such monies shall be
         held by the bank or trust company for the benefit of the Employee. All
         monies deposited with the bank or trust company but remaining unclaimed
         for two years after the date of deposit shall be repaid by the bank or
         trust company to the Company on demand, and the Employee shall
         thereafter look only to the Company for payment.

                  (d) Expiration of Company's Right of First Refusal and
         Transfer Restrictions. The first refusal rights of the Company and the
         transfer restrictions set forth in this Section 15 shall expire as to
         Option Shares on the earliest to occur of (i) the tenth anniversary of
         the date of this Agreement, (ii) immediately prior to the closing of a
         public offering of Common Stock by the Company pursuant to an effective
         registration statement filed under the Securities Act, or (iii) the
         occurrence of an Acquisition.

          16. Early Disposition. The Employee agrees to notify the Company in
writing immediately after the Employee transfers any Option Shares, if such
transfer occurs on or before the later of (a) the date that is two years after
the date of this Agreement or (b) the date that is one year after the date on
which the Employee acquired such Option Shares. The Employee also agrees to
provide the Company with any information concerning any such transfer required
by the Company for tax purposes.

          17. Lock-up Agreement. The Employee agrees that in the event that the
 Company effects an initial underwritten public offering of Common Stock
 registered under the Securities Act, the Option Shares may not be sold, offered
 for sale or otherwise disposed of, directly or indirectly, without the prior
 written consent of the managing underwriter(s) of the offering, for such period
 of time after the execution of an underwriting agreement in connection with
 such offering that all of the Company's then directors and executive officers
 agree to be similarly bound.

          18. Arbitration. Any dispute, controversy, or claim arising out of, in
 connection with, or relating to the performance of this Agreement or its
 termination shall be settled by arbitration in Delaware, pursuant to the rules
 then obtaining of the American Arbitration Association. Any award shall be
 final, binding and conclusive upon the parties and a judgment rendered thereon
 may be entered in any court having jurisdiction thereof.

         19. Provision of Documentation to Employee. By signing this Agreement
the Employee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.

         20. Miscellaneous.

                  (a) Notices. All notices hereunder shall be in writing and
         shall be deemed given when sent by certified or registered mail,
         postage prepaid, return receipt requested, if to the Employee, to the
         address set forth below or at the address shown on the records
<PAGE>

                                      -7-

         of the Company, and if to the Company, to the Company's principal
         executive offices, attention of the Corporate Secretary.

                  (b) Entire Agreement: Modification. This Agreement constitutes
         the entire agreement between the parties relative to the subject matter
         hereof, and supersedes all proposals, written or oral, and all other
         communications between the parties relating to the subject matter of
         this Agreement. This Agreement may be modified, amended or rescinded
         only by a written agreement executed by both parties.

                  (c) Fractional Shares. If this option becomes exercisable for
         a fraction of a share because of the adjustment provisions contained in
         the Plan, such fraction shall be rounded down.

                  (d) Issuances of Securities; Changes in Capital Structure.
         Except as expressly provided herein or in the Plan, no issuance by the
         Company of shares of stock of any class, or securities convertible into
         shares of stock of any class, shall affect, and no adjustment by reason
         thereof shall be made with respect to, the number or price of shares
         subject to this option. No adjustments need be made for dividends paid
         in cash or in property other than securities of the Company. If there
         shall be any change in the Common Stock of the Company through merger,
         consolidation, reorganization, recapitalization, stock dividend, stock
         split, combination or exchange of shares, spin-off, split-up or other
         similar change in capitalization or event, the restrictions contained
         in this Agreement shall apply with equal force to additional and/or
         substitute securities, if any, received by the Employee in exchange
         for, or by virtue of his or her ownership of, Option Shares, except as
         otherwise determined by the Board.

                  (e) Definition of Good Reason. "Good reason" means, with
         respect to any Employee, any of the following actions taken without the
         Employee's consent: (i) a reduction by the Company in the Employee's
         annual base salary as in effect on the date of the consummation of the
         Acquisition or as the same may be increased from time to time; or (ii)
         the failure by the Company to pay to the Employee any portion of the
         Employee's current compensation within seven (7) days of the date such
         compensation is due; or (iii) a substantial reduction in the value of
         the Employee's benefit package from the value of the Employee's benefit
         package on the date of the consummation of the Acquisition.

                  (e) Severability. The invalidity, illegality or
         unenforceability of any provision of this Agreement shall in no way
         affect the validity, legality or enforceability of any other provision.

                  (f) Successors and Assigns. This Agreement shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns, subject to the limitations set forth
         in Section 10 hereof.


<PAGE>
                                      -8-

                  (g) Governing Law. This Agreement shall be governed by and
         interpreted in accordance with the laws of the State of Delaware,
         without giving effect to the principles of the conflicts of laws
         thereof.

                    End of Incorporated Terms and Conditions



<PAGE>
                               ATHENAHEALTH, INC.
                         NON-OUALIFIED OPTION AGREEMENT

         athenahealth, Inc. (the "Company") hereby grants the following stock
option pursuant to its 2000 Stock Option and Incentive Plan. The Incorporated
Terms and Conditions attached hereto are also a part hereof.

<Table>
<Caption>
<S>                                                         <C>
--------------------------------------------------------------------------------
 Name of Recipient (the "Recipient"):
--------------------------------------------------------------------------------
 Date of this option grant:
--------------------------------------------------------------------------------
 Number of shares of the Company's Common
 Stock subject to this option ("Option  Shares"):
--------------------------------------------------------------------------------
 Option exercise price per share:
--------------------------------------------------------------------------------
 Number, if any, of Option Shares that may be
 purchased on or after grant date:                           None
--------------------------------------------------------------------------------
 Number of Option Shares subject to vesting
 schedule:                                                   All
--------------------------------------------------------------------------------
 Vesting Start Date:
--------------------------------------------------------------------------------
</Table>

Vesting Schedule:


<Table>
<Caption>
<S>                                                          <C>
--------------------------------------------------------------------------------------------------------
 At each anniversary of the Vesting Start                    of the Option Shares, with any
 Date, for                                                   fractional shares accumulating and
                                                             vesting at the end of each 12 month
                                                             period
--------------------------------------------------------------------------------------------------------
 Payment alternatives (specify any or all of
 Section 7(a)(i) though (iv):                                Section 7(a)(i) through (iii)
--------------------------------------------------------------------------------------------------------
</Table>

This option satisfies in full all commitments that the Company has to the
Employee with respect to the issuance of stock, stock options or other equity
securities.

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

<TABLE>
<CAPTION>
<S>                                         <C>
                                            athenahealth, Inc.

---------------------------------
Signature of Employee                       By:
                                                --------------------------------
                                                Name of Officer: Carl Byers
---------------------------------               Title: Chief Financial Officer
Street Address

---------------------------------
City/State/Zip Code
</TABLE>



<PAGE>


                               athenahealth, Inc.

    NON-QUALIFIED STOCK OPTION AGREEMENT - INCORPORATED TERMS AND CONDITIONS

         1. Grant Under Plan. This option is granted pursuant to and is governed
by the Company's 2000 Stock Option and Incentive Plan (the "Plan") and, unless
the context otherwise requires, terms used herein shall have the same meaning as
in the Plan.

         2. Grant as Non-Qualified Stock Option. This option is a non-statutory
stock option and is not intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder (the "Code").

         3. Vesting of Option if Business Relationship Continues. The Recipient
may exercise this option on or after the date of this option grant for the
number of shares of Company Common Stock, if any, set forth on the cover page
hereof. If the Recipient has continuously maintained a Business Relationship (as
defined herein) with the Company through the dates listed on the vesting
schedule set forth on the cover page hereof, the Recipient may exercise this
option for the additional number of shares of Company Common Stock set opposite
the applicable vesting date. Notwithstanding the foregoing, the Board may, in
its discretion, accelerate the date that any installment of this option becomes
exercisable. The foregoing rights are cumulative and (subject to Sections 4 or 5
hereof if the Recipient ceases to have a Business Relationship with the Company)
may be exercised only before the date which is ten years from the date of this
option grant.

         4. Termination of Business Relationship.

                  (a) Termination Other Than for Cause. If the Recipient ceases
         to have a Business Relationship with the Company, other than by reason
         of death or disability as defined in Section 5 or termination for Cause
         as defined in Section 4(c), no further installments of this option
         shall become exercisable, and this option may no longer be exercised
         after the passage of three months from the Recipient's last day of such
         Business Relationship, but in no event later than the scheduled
         expiration date. For purposes hereof, the Recipient's Business
         Relationship shall not be considered as having terminated during any
         leave of absence if such leave of absence has been approved in writing
         by the Company and if such written approval contractually obligates the
         Company to continue the Business Relationship of the Recipient after
         the approved period of absence; in the event of such an approved leave
         of absence, vesting of this option shall be suspended (and the period
         of the leave of absence shall be added to all vesting dates) unless
         otherwise provided in the Company's written approval of the leave of
         absence.

                  (b) Termination for Cause. If the Business Relationship of the
         Recipient is terminated for Cause (as defined in Section 4(c)), this
         option shall may no longer be exercised from and after the Recipient's
         receipt of written notice of such termination.


<PAGE>

                                       -2-

                  (c) Definition of Cause. "Cause" shall mean conduct involving
          one or more of the following: (i) the substantial and continuing
          failure of the Recipient, after notice thereof, to render services to
          the Company in accordance with the terms or requirements of his or her
          employment; (ii) disloyalty, gross negligence, willful misconduct,
          dishonesty, fraud or breach of fiduciary duty to the Company; (iii)
          deliberate disregard of the rules or policies of the Company, or
          breach of an employment or other agreement with the Company, which
          results in direct or indirect loss, damage or injury to the Company;
          (iv) the unauthorized disclosure of any trade secret or confidential
          information of the Company; or (v) the commission of an act which
          constitutes unfair competition with the Company or which induces any
          customer or supplier to breach a contract with the Company.

                  (d) Definition of Business Relationship. "Business
         Relationship" shall mean any period during which the Recipient is an
         employee, officer or director of or consultant to the Company.

         5. Death: Disability.

                  (a) Death. If the Recipient dies during the period of his or
         her Business Relationship with the Company, this option may be
         exercised, to the extent otherwise exercisable on the date of his or
         her death, by the Recipient's estate, personal representative or
         beneficiary to whom this option has been transferred pursuant to
         Section 10, only at any time within 180 days after the date of death,
         but not later than the scheduled expiration date.

                  (b) Disability. If the Recipient ceases to have a Business
         Relationship with the Company by reason of his or her disability, this
         option may be exercised, to the extent otherwise exercisable on the
         date of cessation of such Business Relationship, only at any time
         within 180 days after such cessation of such Business Relationship, but
         not later than the scheduled expiration date. For purposes hereof,
         "disability" means "permanent and total disability" as defined in
         Section 22(e)(3) of the Code.

         6. Partial Exercise. This option may be exercised in part at any time
and from time to time within the above limits, except that this option may not
be exercised for a fraction of a share.

         7. Payment of Exercise Price.

                  (a) Payment Options. The exercise price shall be paid by one
         or any combination of the following forms of payment that are
         applicable to this option, as indicated on the cover page hereof:

                  (i)      by check payable to the order of the Company; or


<PAGE>

                                       -3-

         (ii)     if the Company's Common Stock is then traded on a national
                  securities exchange or on the Nasdaq National Market (or
                  successor trading system), delivery of an irrevocable and
                  unconditional undertaking, satisfactory in form and substance
                  to the Company, by a creditworthy broker to deliver promptly
                  to the Company sufficient funds to pay the exercise price, or
                  delivery by the Recipient to the Company of a copy of
                  irrevocable and unconditional instructions, satisfactory in
                  form and substance to the Company, to a creditworthy broker to
                  deliver promptly to the Company cash or a check sufficient to
                  pay the exercise price; or

         (iii)    subject to Section 7(b) below, if the Company's Common Stock
                  is then traded on a national securities exchange or on the
                  Nasdaq National Market (or successor trading system), by
                  delivery of shares of Company Common Stock having a fair
                  market value equal as of the date of exercise to the option
                  price; or

         (iv)     by check payable to the order of the Company for the par value
                  of the shares being purchased plus delivery of the Recipient's
                  [three]-year personal full recourse promissory note for the
                  balance of the exercise price, with such note bearing interest
                  payable not less than annually at the applicable Federal rate,
                  as defined in Section 1274(d) of the Code.

         In the case of (iii) above, fair market value as of the date of
exercise shall be determined as of the last business day for which such prices
or quotes are available prior to the date of exercise and shall mean (i) the
last reported sale price (on that date) of the Company's Common Stock on the
principal national securities exchange on which the Company's Common Stock is
traded, if the Company's Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Company's
Common Stock on the Nasdaq National Market (or successor trading system), if the
Company's Common Stock is not then traded on a national securities exchange.

         (b) Limitations on Payment by Delivery of Common Stock. If Section
7(a)(iii) is applicable, and if the Recipient delivers Company Common Stock held
by the Recipient ("Old Stock") to the Company in full or partial payment of the
exercise price and the Old Stock so delivered is subject to restrictions or
limitations imposed by agreement between the Recipient and the Company, an
equivalent number of Option Shares shall be subject to all restrictions and
limitations applicable to the Old Stock to the extent that the Recipient paid
for the Option Shares by delivery of Old Stock, in addition to any restrictions
or limitations imposed by this Agreement. Notwithstanding the foregoing, the
Recipient may not pay any part of the exercise price hereof by transferring
Company Common Stock to the Company unless such Common Stock has been owned by
the Recipient free of any substantial risk of forfeiture for at least six
months.


<PAGE>

                                       -4-

          8. Securities Laws Restrictions on Resale. Until registered under the
Securities Act of 1933, as amended, or any successor statute (the "Securities
Act"), the Option Shares will be of an illiquid nature and will be deemed to be
"restricted securities" for purposes of the Securities Act. Accordingly, such
shares must be sold in compliance with the registration requirements of the
Securities Act or an exemption therefrom. Unless the Option Shares have been
registered under the Securities Act, each certificate evidencing any of the
Option Shares shall bear a legend substantially as follows:

         "The shares represented by this certificate are subject to
         restrictions on transfer and may not be sold, exchanged,
         transferred, pledged, hypothecated or otherwise disposed of
         except in accordance with and subject to all the terms and
         conditions of a certain Stock Option Agreement dated as of
         [date], a copy of which the Company will furnish to the
         holder of this certificate upon request and without charge."

          9. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, this option may be exercised by written notice to the Company at
its principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Option Shares for which it is being exercised and shall be signed by
the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Recipient
and if the Recipient shall so request in the notice exercising this option,
shall be registered in the name of the Recipient and another person jointly,
with right of survivorship). In the event this option shall be exercised,
pursuant to Section 5 hereof, by any person or persons other than the Recipient,
such notice shall be accompanied by appropriate proof of the right of such
person or persons to exercise this option.

         10. Option Not Transferable. This option is not transferable or
assignable except by will or by the laws of descent and distribution. During the
Recipient's lifetime only the Recipient can exercise this option.

         11. No Obligation to Exercise Option. The grant and acceptance of this
option imposes no obligation on the Recipient to exercise it.

         12. No Obligation to Continue Business Relationship. Neither the Plan,
this Agreement, nor the grant of this option imposes any obligation on the
Company to continue any Business Relationship with the Recipient.

         13. Adjustments. Except as is expressly provided in the Plan with
respect to certain changes in the capitalization of the Company, no adjustment
shall be made for dividends or similar rights for which the record date is prior
to such date of exercise.


<PAGE>


                                       -5-

          14. Withholding Taxes. If the Company in its discretion determines
that it is obligated to withhold any tax in connection with the exercise of this
option, or in connection with the transfer of, or the lapse of restrictions on,
any Common Stock or other property acquired pursuant to this option, the
Recipient hereby agrees that the Company may withhold from the Recipient's wages
or other remuneration the appropriate amount of tax. At the discretion of the
Company, the amount required to be withheld may be withheld in cash from such
wages or other remuneration or in kind from the Common Stock or other property
otherwise deliverable to the Recipient on exercise of this option. The Recipient
further agrees that, if the Company does not withhold an amount from the
Recipient's wages or other remuneration sufficient to satisfy the withholding
obligation of the Company, the Recipient will make reimbursement on demand, in
cash, for the amount underwithheld.

         15. Restrictions on Transfer; Company's Right of First Refusal.

                  (a) Exercise of Right. Option Shares may not be transferred
         without the Company's written consent except by will, by the laws of
         descent and distribution or in accordance with the further provisions
         of this Section 15. If the Recipient desires to transfer all or any
         part of the Option Shares to any person other than the Company (an
         "Offeror"), the Recipient shall: (i) obtain in writing an irrevocable
         and unconditional bona fide offer (the "Offer") for the purchase
         thereof from the Offeror; and (ii) give written notice (the "Option
         Notice") to the Company setting forth the Recipient's desire to
         transfer such shares, which Option Notice shall be accompanied by a
         photocopy of the Offer and shall set forth at least the name and
         address of the Offeror and the price and terms of the Offer. Upon
         receipt of the Option Notice, the Company shall have an assignable
         option to purchase any or all of such Option Shares (the "Company
         Option Shares") specified in the Option Notice, such option to be
         exercisable by giving, within 15 days after receipt of the Option
         Notice, a written counter-notice to the Recipient. If the Company
         elects to purchase any or all of such Company Option Shares, it shall
         be obligated to purchase, and the Recipient shall be obligated to sell
         to the Company, such Company Option Shares at the price and terms
         indicated in the Offer within 30 days from the date of delivery by the
         Company of such counter-notice.

                  (b) Sale of Option Shares to Offeror. The Recipient may, for
         60 days after the expiration of the 15-day option period as set forth
         in Section 15(a), sell to the Offeror, pursuant to the terms of the
         Offer, any or all of such Company Option Shares not purchased or agreed
         to be purchased by the Company or its assignee; provided, however, that
         the Recipient shall not sell such Option Shares to such Offeror if such
         Offeror is a competitor of the Company and the Company gives written
         notice to the Recipient, within 30 days of its receipt of the Option
         Notice, stating that the Recipient shall not sell his or her Option
         Shares to such Offeror; and provided, further, that prior to the sale
         of such Option Shares to an Offeror, such Offeror shall execute an
         agreement with the Company pursuant to which such Offeror agrees to be
         subject to the restrictions set forth in this Section 15. If any or all
         of such Option Shares are not sold pursuant to an Offer within the time
         permitted above, the unsold Option Shares shall remain subject to the
         terms of this Section 15.

<PAGE>

                                       -6-

                  (c) Failure to Deliver Option Shares. If the Recipient fails
         or refuses to deliver on a timely basis duly endorsed certificates
         representing Company Option Shares to be sold to the Company or its
         assignee pursuant to this Section 15, the Company or its assignee shall
         have the right to deposit the purchase price for such Company Option
         Shares in a special account with any bank or trust company, giving
         notice of such deposit to the Recipient, whereupon such Company Option
         Shares shall be deemed to have been purchased by the Company or its
         assignee, as the case may be. All such monies shall be held by the bank
         or trust company for the benefit of the Recipient. All monies deposited
         with the bank or trust company but remaining unclaimed for two years
         after the date of deposit shall be repaid by the bank or trust company
         to the Company on demand, and the Recipient shall thereafter look only
         to the Company for payment.

                  (d) Expiration of Company's Right of First Refusal and
         Transfer Restrictions. The first refusal rights of the Company and the
         transfer restrictions set forth in this Section 15 shall expire as to
         Option Shares on the earliest to occur of (i) the tenth anniversary of
         the date of this Agreement, (ii) immediately prior to the closing of a
         public offering of Common Stock by the Company pursuant to an effective
         registration statement filed under the Securities Act, or (iii) the
         occurrence of an Acquisition.

         16. Lock-up Agreement. The Recipient agrees that in the event that the
Company effects an initial underwritten public offering of Common Stock
registered under the Securities Act, the Option Shares may not be sold, offered
for sale or otherwise disposed of, directly or indirectly, without the prior
written consent of the managing underwriter(s) of the offering, for such period
of time after the execution of an underwriting agreement in connection with such
offering that all of the Company's then directors and executive officers agree
to be similarly bound.

          17. Arbitration. Any dispute, controversy, or claim arising out of, in
connection with, or relating to the performance of this Agreement or its
termination shall be settled by arbitration in Delaware, pursuant to the rules
then obtaining of the American Arbitration Association. Any award shall be
final, binding and conclusive upon the parties and a judgment rendered thereon
may be entered in any court having jurisdiction thereof.

         18. Provision of Documentation to Recipient. By signing this Agreement
the Recipient acknowledges receipt of a copy of this Agreement and a copy of the
Plan.

         19. Miscellaneous.

                  (a) Notices. All notices hereunder shall be in writing and
         shall be deemed given when sent by certified or registered mail,
         postage prepaid, return receipt requested, if to the Recipient, to the
         address set forth below or at the address shown on the records of the
         Company, and if to the Company, to the Company's principal executive
         offices, attention of the Corporate Secretary.


<PAGE>

                                       -7-

                  (b) Entire Agreement; Modification. This Agreement constitutes
         the entire agreement between the parties relative to the subject matter
         hereof, and supersedes all proposals, written or oral, and all other
         communications between the parties relating to the subject matter of
         this Agreement. This Agreement may be modified, amended or rescinded
         only by a written agreement executed by both parties.

                  (c) Fractional Shares. If this option becomes exercisable for
         a fraction of a share because of the adjustment provisions contained in
         the Plan, such fraction shall be rounded down.

                  (d) Issuances of Securities: Changes in Capital Structure.
         Except as expressly provided herein or in the Plan, no issuance by the
         Company of shares of stock of any class, or securities convertible into
         shares of stock of any class, shall affect, and no adjustment by reason
         thereof shall be made with respect to, the number or price of shares
         subject to this option. No adjustments need be made for dividends paid
         in cash or in property other than securities of the Company. If there
         shall be any change in the Common Stock of the Company through merger,
         consolidation, reorganization, recapitalization, stock dividend, stock
         split, combination or exchange of shares, spin-off, split-up or other
         similar change in capitalization or event, the restrictions contained
         in this Agreement shall apply with equal force to additional and/or
         substitute securities, if any, received by the Recipient in exchange
         for, or by virtue of his or her ownership of, Option Shares, except as
         otherwise determined by the Board.

                  (e) Definition of Good Reason. "Good reason" means, with
         respect to any Recipient, any of the following actions taken without
         the Recipient's consent: (i) a reduction by the Company in the
         Recipient's annual base salary as in effect on the date of the
         consummation of the Acquisition or as the same may be increased from
         time to time; or (ii) the failure by the Company to pay to the
         Recipient any portion of the Recipient's current compensation within
         seven (7) days of the date such compensation is due; or (iii) a
         substantial reduction in the value of the Recipient's benefit package
         from the value of the Recipient's benefit package on the date of the
         consummation of the Acquisition.

                  (e) Severability. The invalidity, illegality or
         unenforceability of any provision of this Agreement shall in no way
         affect the validity, legality or enforceability of any other provision.

                  (f) Successors and Assigns. This Agreement shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns, subject to the limitations set forth
         in Section 10 hereof.

                  (g) Governing Law. This Agreement shall be governed by and
         interpreted in accordance with the laws of the State of Delaware,
         without giving effect to the principles of the conflicts of laws
         thereof.

                    End of Incorporated Terms and Conditions