<PAGE>


                                                                    Exhibit 10.6


                                  I-MANY, INC.

                         2001 EMPLOYEE STOCK OPTION PLAN

1.       Purpose

         The purpose of this 2001 Employee Stock Option Plan (the "Plan") of
I-many, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").

2.       ELIGIBILITY

         All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options (an "Award") under the Plan. Each person who has
been granted an Award under the Plan shall be deemed a "Participant."
Notwithstanding the foregoing, the number of options which may be granted to
officers and directors of the Company under the Plan may not exceed 25,000
shares in the aggregate.

3.       ADMINISTRATION, DELEGATION

         (a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

         (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


<PAGE>

mean the Board or a Committee of the Board to the extent that the Board's powers
or authority under the Plan have been delegated to such Committee.

4.       STOCK AVAILABLE FOR AWARDS. Subject to adjustment under Section 6,
Awards may be made under the Plan for up to 1,000,000 shares of common stock,
$0.0001 par value per share, of the Company (the "Common Stock"). If any
Award expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part or results in any Common
Stock not being issued, the unused Common Stock covered by such Award shall
again be available for the grant of Awards under the Plan. Shares issued
under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.

5.       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, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. All Options shall be deemed to be non-statutory options
and shall not qualify as incentive stock options under Section 422 of the
Internal Revenue Code.

         (b) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

         (c) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement provided, however, that no Option will be granted
for a term in excess of 10 years.

         (d) EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(e) for the number of
shares for which the Option is exercised.

         (e) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:

             (1) in cash or by check, payable to the order of the Company;

             (2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) 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 (ii) 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;


                                      -2-
<PAGE>

             (3) to the extent permitted by the Board, in its sole discretion by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or

             (4) by any combination of the above permitted forms of payment.

6.       ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

         (a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each outstanding Option, and (iii) the terms of each other outstanding Award
shall be appropriately adjusted by the Company (or substituted Awards may be
made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 6(a) applies and Section 6(c) also applies to any event, Section 6(c)
shall apply to such event, and this Section 6(a) shall not apply.

         (b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation
or dissolution of the Company, the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date.

         (c) REORGANIZATION EVENTS.

             (1) DEFINITION. A "Reorganization Event" shall mean: (a) any merger
or consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property or (b) any exchange of all
of the Common Stock of the Company for cash, securities or other property
pursuant to a share exchange transaction.

             (2) CONSEQUENCES OF A REORGANIZATION EVENT ON OPTIONS. Upon the
occurrence of a Reorganization Event, or the execution by the Company of any
agreement with respect to a Reorganization Event, the Board shall provide that
all outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Reorganization Event, the Option confers the right
to purchase, for each share of Common Stock subject to the Option immediately
prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if the


                                      -3-
<PAGE>

consideration received as a result of the Reorganization Event is not solely
common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise of
Options to consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent in fair market value to the per
share consideration received by holders of outstanding shares of Common Stock as
a result of the Reorganization Event.

         Notwithstanding the foregoing, if the acquiring or succeeding
corporation (or an affiliate thereof) does not agree to assume, or substitute
for, such Options, then the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will become exercisable
in full as of a specified time prior to the Reorganization Event and will
terminate immediately prior to the consummation of such Reorganization Event,
except to the extent exercised by the Participants before the consummation of
such Reorganization Event; provided, however, that in the event of a
Reorganization Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share of Common Stock
surrendered pursuant to such Reorganization Event (the "Acquisition Price"),
then the Board may instead provide that all outstanding Options shall terminate
upon consummation of such Reorganization Event and that each Participant shall
receive, in exchange therefor, a cash payment equal to the amount (if any) by
which (A) the Acquisition Price multiplied by the number of shares of Common
Stock subject to such outstanding Options (whether or not then exercisable),
exceeds (B) the aggregate exercise price of such Options.

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 shall be evidenced by a written
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

         (c) BOARD DISCRETION. Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award. The
terms of each 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, the Participant's legal
representative, conservator or guardian or the person designated to receive
amounts due to the Participant or to exercise the rights of the Participant in
the event of the


                                      -4-
<PAGE>

Participant's death (or, in the absence of such a designation, the Participant's
estate) (the "Designated Beneficiary") may exercise rights under the Award.

         (e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board 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 liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their fair market value as determined by (or in a manner approved by) the Board
in good faith ("Fair Market Value"). 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.

         (f) AMENDMENT OF AWARD. 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, and changing the date of exercise or
realization, provided that 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.

         (g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated
to deliver any shares of Common Stock pursuant to 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.

         (h) ACCELERATION. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part.


8.       MISCELLANEOUS

         (a) 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, except as expressly provided in the
applicable Award.

         (b) 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


                                      -5-
<PAGE>

holder of such shares. Notwithstanding the foregoing, in the event the Company
effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted
as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled
to receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding the
fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.

         (c) 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.

         (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time.

         (e) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

         (f) SCHEDULES APPLICABLE TO ELIGIBLE UK EMPLOYEES. Attached hereto are
Schedules to the Plan relating to the grant of Options to Eligible UK Employees.
Such Schedules shall constitute a part of this Plan.


                                      -6-
<PAGE>


                                    SCHEDULE

         (APPROVED BY THE INLAND REVENUE ON [ ] 2001 UNDER REFERENCE Xo)

                                       TO

                                THE I-MANY, INC.
                       2001 EMPLOYEE STOCK INCENTIVE PLAN


(A)      This Schedule shall form part of the rules of the I-many, Inc. 2001
         Employee Stock Option Plan ("Plan").

(B)      In this Schedule the words and expressions defined herein shall have
         the same meaning when used in this Schedule and the provisions of the
         Plan shall apply to the provisions of this Schedule except where
         expressly varied herein.

(C)      For the purposes of this Schedule, the following terms shall have the
         following meanings:

         "APPROPRIATE PERIOD"       the meaning given by Paragraph 15(2) of
                                    Schedule 9 to ICTA 1988;

         "ASSOCIATED COMPANY"       an associated company of the Company within
                                    the meaning that expression bears in
                                    Section 187(2) of ICTA 1988;

         "CLOSE COMPANY"            a close company as defined in Section
                                    414(1) ICTA 1988 as varied by paragraph 8
                                    of Schedule 9 to ICTA 1988;

         "CONTROL"                  the meaning given by Section 840 ICTA 1988;

         "DATE OF GRANT"            the date on which an Option is, was or is
                                    to be granted under the Plan;

         "ELIGIBLE UK EMPLOYEE"     any individual who:

                                    (1)      at the Date of Grant is a director
                                             (who is required to work at least
                                             25 hours a week exclusive of meal
                                             breaks) or an employee of a
                                             Participating Company; and

                                    (2)      has not at the Date of Grant, and
                                             has not had within the preceding 12
                                             months, a Material Interest in a
                                             Close Company which is:


<PAGE>

                                            (i)   the Company; or

                                            (ii)  a company which has Control
                                                  of the Company or is a Member
                                                  of a Consortium which owns
                                                  the Company;

         "EXERCISE PRICE"           the price per Share, as determined by the
                                    Board, at which an Eligible UK Employee may
                                    acquire Shares upon the exercise of an
                                    Option being not less than:

                                    (1)      the Market Value of a Share:

                                             (i)  subject to (ii) below, on the
                                                  day immediately preceding the
                                                  Date of Grant; or

                                             (ii) if the Board so determines,
                                                  at such earlier time or times
                                                  as the Board may determine
                                                  (with previous agreement
                                                  in writing of the Inland
                                                  Revenue); and

                                    (2)      if the Shares are to be subscribed,
                                             their nominal value;

                                    but subject to any adjustment pursuant to
                                    Section 6(a) as amended by this Schedule;

         "ICTA 1988"                the Income and Corporation Taxes Act 1988;

         "INDIVIDUAL APPROVED       the limit specified from time to time in
         OPTION LIMIT"              paragraph 28 of Schedule 9 to ICTA 1988;

         "LONDON STOCK EXCHANGE"    the London Stock Exchange plc or any
                                    successor company or body carrying on the
                                    business of the London Stock Exchange plc;

         "MARKET VALUE"             in relation to a Share on any day:

                                    (1)      if and so long as the Shares are
                                             listed on the London Stock Exchange
                                             or the New York Stock Exchange, its
                                             middle market quotation; or


                                      -8-
<PAGE>

                                    (2)      subject to (1) above, its market
                                             value, determined in accordance
                                             with Part VIII of the Taxation of
                                             Chargeable Gains Act 1992 and
                                             agreed in advance with the Shares
                                             Valuation Division of the Inland
                                             Revenue;

         "MATERIAL INTEREST"        the meaning given by Section 187(3) ICTA
                                    1988;

         "MEMBER OF A CONSORTIUM"   the meaning given in Section 187(7) ICTA
                                    1988;

         "OPTION TERM"              the period from the first anniversary of
                                    the Date of Grant until the day prior to
                                    tenth anniversary of the Date of Grant, or
                                    such other period as the Board shall
                                    determine in relation to an Option, expiring
                                    no later than the day prior to the tenth
                                    anniversary of the Date of Grant;

         "ORIGINAL MARKET VALUE"    in relation to any Share to be taken into
                                    account for the purposes of the limit in
                                    Section 5(a)(2) as amended by this
                                    Schedule, its Market Value as determined
                                    for the purposes of the relevant grant of
                                    options;

         "PARTICIPATING COMPANY"    (1)   the Company; and

                                    (2)   any other company which is under the
                                          Control of the Company or is a
                                          Subsidiary of the Company;

         "SHARE"                     an ordinary share in the capital of the
                                     Company which complies with the conditions
                                     of paragraphs 10-14 of Schedule 9 to ICTA
                                     1988;

         "SUBSIDIARY"                the meaning given by Sections 736 and 736A
                                     of the Companies Act 1985;

         "UK PARTICIPANT"            a director or employee, or former director
                                     or employee, to whom an Option under this
                                     Schedule has been granted or (where the
                                     context so admits or requires) the
                                     personal representatives of any such
                                     person.


                                      -9-
<PAGE>

(D)      For the purposes of this Schedule the following Sections in the Plan
         shall be amended, modified or deleted as follows:-

         1.       Section 2 shall not apply to this Schedule.

         2.       Section 5(a) of the Plan shall not apply to this Schedule and
                  shall be replaced by the following:

                  "(1)     Subject to this Section 5, the Board may grant
                           options to any Eligible UK Employee to purchase
                           Shares (each, an "Option") and determine the number
                           of Shares to be covered by each Option at the Date of
                           Grant and the Exercise Price of each option. The
                           Board may grant an Option subject to such objective
                           condition or conditions as it in its discretion
                           thinks fit which must (save as otherwise provided in
                           the Plan) be fulfilled before the Option (other than
                           a New Option under Section 6(c)) may be exercised.
                           Any such condition must be stated in writing at the
                           Date of Grant. No such condition may subsequently be
                           varied or waived unless events happen which cause the
                           Board to determine that any such condition shall have
                           ceased to be appropriate whereupon the Board may vary
                           or waive such condition so that any new condition
                           imposed or any variation is in its opinion fair and
                           reasonable and is no more difficult to satisfy than
                           the previous condition.

                  (2)      Any Option granted to an Eligible Employee shall be
                           limited to take effect so that immediately following
                           such grant the aggregate Original Market Value of all
                           Shares over which he has been granted option rights
                           under this Schedule or any other share option plan
                           approved under ICTA 1988 (other than an approved
                           savings-related share option scheme) adopted by the
                           Company or an Associated Company, shall not exceed or
                           further exceed the Individual Approved Option Limit."

         3.       Section 5(b) shall not apply to this Schedule.

         4.       Section 6(a) shall not apply to this Schedule and shall be
                  replaced by the following:

                  "The number of Shares over which an Option is granted and the
                  Option Price thereof may be adjusted in such manner as the
                  Board shall determine following any capitalisation issue
                  (other than a scrip dividend), rights issue, subdivision,
                  consolidation, reduction or other variation of share capital
                  of the Company to the intent that (as nearly as may be without
                  involving fractions of a Share or an Exercise Price calculated
                  to more than two places of decimals) the total Exercise Price
                  payable in respect of an Option shall remain unchanged,
                  provided that no


                                      -10-
<PAGE>

                  adjustments made pursuant to this Rule shall be made without
                  the prior approval of the Inland Revenue."

         5.       Section 6(c)(2) of the Plan shall not apply to this Schedule
                  and shall be replaced by the following:

                  "(a)     If as a result of a Reorganization Event which falls
                           within paragraph 15(1) of Schedule 9 to ICTA 1988, a
                           company (the "Acquiring Company") obtains Control of
                           the Company any UK Participant may at any time within
                           the Appropriate Period, by agreement with the
                           Acquiring Company, release any Option which has not
                           lapsed (the "Old Option") in consideration of the
                           grant to him of an Option (the "New Option") which
                           (for the purposes of paragraph 15 of Schedule 9 to
                           ICTA 1988) is equivalent to the Old Option but
                           relates to shares in a different company (whether the
                           Acquiring Company itself or some other company
                           failing which paragraph 10(b) or (c) of Schedule 9 to
                           ICTA 1988).

                  (b)      The New Option shall not be regarded for the purposes
                           of paragraph 6(c)(2) as equivalent to the Old Option
                           unless the conditions set out in paragraph 15(3) of
                           Schedule 9 to ICTA 1988 are satisfied, but so that
                           the provisions of the Scheme shall for this purpose
                           be construed as if:-

                           (A)      the New Option were an option granted under
                                    the Plan at the same time as the Old Option;

                           (B)      except for the purposes of the definitions
                                    of "Participating Company" and "Subsidiary",
                                    the reference to "I-many, Inc." in the
                                    definition of the Company in Section 1 of
                                    the Plan were a reference to the different
                                    company mentioned in paragraph 6(c)(2)(a).

                  (c)      Notwithstanding paragraphs 6(c)(2)(a) and (b) above,
                           if the Acquiring Company does not agree to the
                           operation of those provisions then the Board shall,
                           upon written notice to the UK Participants, provide
                           that all the then unexercised Options will become
                           exercisable in full as of a specified time prior to
                           the Reorganization Event and will terminate
                           immediately prior to the consummation of the
                           Reorganization Event, except to the extent exercised
                           prior to the consummation of such Reorganization
                           Event.


                                      -11-
<PAGE>

         6.       Section 7(a) shall not apply to this Schedule and shall be
                  replaced by the following:

                  "No Option granted to a UK Participant under the Plan shall be
                  capable of being transferred by him or his personal
                  representatives or of being mortgaged, pledged or encumbered
                  in any way whatsoever. In the event of any breach or purported
                  breach of this provision the Option shall lapse immediately.
                  This Section shall not prevent the personal representatives of
                  a deceased UK Participant from exercising the Option in
                  accordance with the Plan."

         7.       Section 7(d) of the Plan shall not apply to this Schedule and
                  shall be replaced by the following:

"The Board shall determine the effect on Options of the disability, death,
retirement, authorised leave of absence or other change in the employment or
other status of a UK Participant and the extent to which, and the period during
which, the UK Participant or the UK Participant's personal representatives may
exercise Options PROVIDED THAT an Option shall not be capable of exercise by a
UK Participant's personal representatives for a period greater than 12 months
after the date of death."


         8.       Section 7(f) of the Plan shall not apply to this Schedule.

         9.       Section 7(g) of the Plan shall not apply to this Schedule and
                  shall be replaced as follows:

                  "The Company will not be obligated to deliver any Shares
                  pursuant to the Plan until (i) all conditions of the Option
                  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 UK 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.
                  Shares shall be allotted and issued pursuant to this Schedule
                  within 30 days of the date of exercise and a definitive share
                  certificate issued to the optionholder in respect thereof.
                  Save for any rights determined by reference to a date
                  preceding the date of allotment, such Shares shall rank pari
                  passu with the other shares of the same class in issue at the
                  date of allotment."

         10.      Section 8(d) of the Plan shall not apply to this Schedule and
                  shall be replaced by the following:


                                      -12-
<PAGE>

                  "The Board may amend, suspend or terminate the Plan or any
                  portion thereof at any time provided that any amendment to
                  this Schedule shall not have any effect unless it has been
                  first approved by the Inland Revenue."

         11.      Section 9(e) shall not apply to this Schedule and shall be
                  replaced by the following:

                  "The provisions of this Schedule and all Options granted under
                  this Schedule shall be governed by and interpreted in
                  accordance with the laws of England."


                                      -13-
<PAGE>


                                    SCHEDULE

                                       TO

                                THE I-MANY, INC.
                       2001 EMPLOYEE STOCK INCENTIVE PLAN
                      (UNAPPROVED OPTIONS FOR UK EMPLOYEES)


(A)      This Schedule shall form part of the rules of the I-many, Inc. 2001
         Employee Stock Option Plan ("Plan").

(B)      In this Schedule the words and expressions defined herein shall have
         the same meaning when used in this Schedule and the provisions of the
         Plan shall apply to the provisions of this Schedule except where
         expressly varied herein.

(C)      For the purposes of this Schedule, the following terms shall have the
         following meanings:

         "DATE OF GRANT"            the date on which an option over Common
                                    Stock is, was or is to be granted under
                                    the Plan to a UK Unapproved Option
                                    Participant;

         "EMPLOYER'S NICS"          secondary Class 1 national insurance
                                    contributions payable in respect of a gain
                                    that is treated as remuneration derived
                                    from the UK Unapproved Option Participant's
                                    employment by virtue of section 4(4)(a) of
                                    the Social Security Contributions and
                                    Benefits Act 1982;

         "RELEVANT COMPANY"         any company participating in the Plan which
                                    in relation to a UK Unapproved Option
                                    Participant is the company by which he
                                    is employed;

         "UK UNAPPROVED OPTION      a director or employee, or former director
         PARTICIPANT"               or employee, to whom an Option under this
                                    Schedule has been granted.

(D)      For the purposes of this Schedule the following Sections in the Plan
         shall be amended, modified or deleted as follows:-

         1.       Section 5 shall for the purposes of this Schedule be modified
                  by the addition of the following Section 5(aa):


<PAGE>

                  "GRANT TO UK UNAPPROVED OPTION PARTICIPANTS. An option to
                  purchase Common Stock may be granted subject, if the Board so
                  determines, to the requirement that the UK Unapproved Option
                  Participant within 28 days of the Date of Grant, shall either
                  (at the Board's discretion):

                  (1)      have completed and executed an irrevocable agreement
                           (in such form as determined by the Board) under which
                           the UK Unapproved Option Participant allows the
                           Relevant Company to recover from him in the manner
                           set out in Section 7(e) as amended by this Schedule,
                           the whole or any part of its liability for Employer's
                           NICs ("Indemnity"); or

                  (2)      have entered into a joint election ("Joint Election")
                           with the Relevant Company (in such form as determined
                           by the Board) or agreed with the Company (in such
                           form as determined by the Board) to enter into such
                           Joint Election for the whole or part of any liability
                           for Employer's NICs to be transferred to the UK
                           Unapproved Option Participant PROVIDED THAT the form
                           of such election and the arrangements made in that
                           Joint Election for securing that the liability
                           transferred by the election will be met and have been
                           approved, prior to the time the election is entered
                           into, by the Inland Revenue."

         2.       Section 5 shall for the purposes of this Schedule be modified
                  by the addition of the following Section 5(dd):

                  "An Option granted to a UK Unapproved Option Participant shall
                  not be capable of exercise unless and until the Company has
                  received from that UK Unapproved Option Participant either an
                  Indemnity or a Joint Election validly executed by that UK
                  Unapproved Option Participant."

         3.       Section 7 shall for the purposes of this Schedule be modified
                  by the addition of the following Section 7(i):

                  "An option over Common Stock granted to a UK Unapproved Option
                  Participant shall lapse:

                  (1)      if prior to the expiry of the period specified in
                           Section 5(aa) the UK Unapproved Option Participant
                           has not, where required to do so by the Board,
                           satisfied any of the conditions set out in Section
                           5(aa); and

                  (2)      if the UK Unapproved Option Participant has failed
                           validly to execute and return to the Company a Joint
                           Election within 21 days of being sent a Joint
                           Election."

         4.       Section 7(e) of the Plan shall for the purposes of this
                  Schedule be deleted and replaced by the following:


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                  "Each UK Unapproved Option Participant shall pay to the
                  Company, or make provision satisfactory to the Board for
                  payment of, all taxes, duties and/or social security
                  contributions and other amounts (including any amounts which a
                  UK Unapproved Option Participant has lawfully agreed or
                  elected to bear) which the Company, Relevant Company or any
                  other person would be required to account for to the Inland
                  Revenue or any other taxation authority (whether UK or
                  otherwise) for or in respect of a UK Unapproved Option
                  Participant resulting from the grant, holding or exercise of
                  an Option (together "Withholding Liability"). Except as the
                  Board may otherwise provide in an Award, when the Common Stock
                  is registered under the Exchange Act, UK Unapproved Option
                  Participants may, to the extent then permitted under
                  applicable law, satisfy such Withholding Liability in whole or
                  in part by delivery of shares of Common Stock, including
                  shares retained from the Award creating the Withholding
                  Liability, valued at their Fair Market Value. The Company may,
                  to the extent permitted by law, deduct any such Withholding
                  Liability from any payment of any kind otherwise due to a UK
                  Unapproved Option Participant."

         5.       Section 9(e) shall not apply to this Schedule and shall be
                  replaced by the following:

                  "The provisions of this Schedule and all Options granted under
                  this Schedule shall be governed by and interpreted in
                  accordance with the laws of England."


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