<PAGE>


                                                                  EXHIBIT 10.8
                                                                    AS AMENDED


                              PRI AUTOMATION, INC.

                             2000 STOCK OPTION PLAN


SECTION 1. PURPOSES OF PLAN; DEFINITIONS

     1.1. GENERAL PURPOSES. PRI Automation, Inc., a Massachusetts corporation
(the "Company"), desires to afford certain executives, key employees and
directors of, and certain other individuals providing services to, the Company
or its subsidiary companies an opportunity to initiate or increase their
proprietary interests in the Company, and thus to create in such persons an
increased interest in and greater concern for the long-term welfare of the
Company. The Company, by granting under this 2000 Stock Option Plan (this
"Plan") stock options to acquire shares of common stock of the Company (an
"Option"), seeks to retain the services of persons now holding key positions
with the Company and to secure the services of other persons capable of filling
key positions with the Company or its subsidiary companies.

     1.2. DEFINITIONS. For purposes of this Plan, the following terms shall have
the indicated meanings:

     "AFFILIATE" means a parent corporation, if any, and each subsidiary
corporation of the Company, as those terms are defined in Section 424 of the
Code.

     "BOARD" means the Board of Directors of the Company.

     "CAUSE" shall mean, with respect to any Option holder, a determination by
the Company (including the Board) or any Affiliate that the Holder's employment
or other relationship with the Company or any such Affiliate should be
terminated as a result of (i) a material breach by the Option holder of any
agreement to which the Option holder and the Company (or any such Affiliate) are
parties, (ii) any act (other than retirement) or omission to act by the Option
holder that may have a material and adverse effect on the business of the
Company, such Affiliate or any other Affiliate or on the Option holder's ability
to perform services for the Company or any such Affiliate, including, without
limitation, the proven or admitted commission of any crime (other than an
ordinary traffic violation), or (iii) any material misconduct or material
neglect of duties by the Option holder in connection with the business or
affairs of the Company or any such Affiliate.

     "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor code thereto, together with related rules, regulations and
interpretations; and any reference herein to a particular Section of the Code
shall include any successor provision of the Code.

     "COMMITTEE" has the meaning set forth in Section 2.1 hereof.

     "COMMON STOCK" means the Common Stock, par value $.01 per share, of the
Company, subject to adjustment pursuant to Section 8 hereof.


<PAGE>


     "GREATER-THAN-TEN-PERCENT STOCKHOLDER" means any individual who, at the
time he or she is granted an Option, owns or, as a result of the attribution
rules of Section 424(d) of the Code, is deemed to own more than ten percent of
the total combined voting power of all classes of stock of the Company or any
Affiliate.

     "INCENTIVE OPTION" means any Option designated and qualified as an
"incentive stock option" within the meaning of Section 422 of the Code. The
Company intends that Incentive Options will qualify as "incentive stock options"
within the meaning of Section 422 of the Code, and the terms of this Plan shall
be interpreted in accordance with this intention; the Company makes no warranty,
however, as to the qualification of any Option as an Incentive Option.

     "NONQUALIFIED OPTION" means any Option that is not an Incentive Option.

     "NON-EMPLOYEE DIRECTOR" means any director who is not also an employee of
the Company, its parent or any subsidiary.

     "OUTSIDE DIRECTOR" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section 1504(a)
of the Code, which includes the Company (an "Affiliated Group Member"), (ii) is
not a former employee of the Company or any Affiliated Group Member who is
receiving compensation for prior services (other than benefits under a
tax-qualified retirement plan) during the Company's or any Affiliated Group
Member's taxable year, (iii) has not been an officer of the Company or any
Affiliated Group Member, and (iv) does not receive remuneration from the Company
or any Affiliated Group Member, either directly or indirectly, in any capacity
other than as a director. "Outside Director" shall be determined in accordance
with Section 162(m) of the Code and the Treasury regulations issued thereunder.

     "SECURITIES ACT" means the Securities Act of 1933, as amended, and any
successor act thereto, together with related rules, regulations and
interpretations.

SECTION 2. ADMINISTRATION

     2.1. COMMITTEE. This Plan shall be administered by a committee (the
"Committee") consisting of at least two Outside Directors. It is the intention
of the Company that the Plan shall be administered to comply with the provisions
of Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"),
but the authority and validity of any act taken or not taken by the Committee
shall not be affected if any person administering the Plan is not a Non-Employee
Director as defined in the Rule. Except as specifically reserved to the Board
under the terms of the Plan, the Committee shall have full and final authority
to operate, manage and administer the Plan on behalf of the Company. Any or all
powers and functions of the Committee may at any time and from time to time be
exercised by the Board, and any reference in this Plan to the Committee shall be
deemed to refer to the Board to the extent the Board is exercising any of the
powers and functions of the Committee.

     2.2. POWERS OF THE COMMITTEE. Subject to the terms and conditions of this
Plan, the Committee shall have the power:


                                       2
<PAGE>


          (a) to determine from time to time the individuals to whom Options
     shall be granted and the terms, conditions, restrictions and provisions
     (which need not be identical) of each of those Options, including, with
     respect to each Option, the time at which the Option shall be granted, the
     number of shares of Common Stock that shall be subject to the Option, the
     exercise price for each share of Common Stock subject to the Option (which
     price shall be subject to the requirements of Section 6.3), the period
     during which the Option shall be exercisable (whether in whole or in part)
     and the time or times when each Option shall become exercisable;

          (b) to modify or amend, in its sole discretion, conditionally or
     unconditionally, any outstanding Option granted under this Plan, including
     a reduction of the exercise price, an acceleration of the vesting schedule,
     or an extension of the expiration date;

          (c) to accelerate, in its sole discretion, an Option holder's right to
     exercise his or her Option in whole or in part, conditionally or
     unconditionally, at any time;

          (d) generally, to exercise such powers and to perform such acts as are
     deemed necessary or expedient to promote the best interests of the Company
     with respect to this Plan;

          (e) to delegate to a committee consisting of one or more officers of
     the Company the authority to grant options under this Plan to eligible
     persons who are not then subject to Section 16 of the Exchange Act and with
     respect to whom the Company does not wish to comply with Section 162(m) of
     the Code, and to delegate to other persons the responsibility for
     performing ministerial acts in furtherance of the Plan's purpose;

          (f) to engage the services of persons or organizations in furtherance
     of the Plan's purpose, including but not limited to banks, insurance
     companies, brokerage firms and consultants; and

          (g) to construe and interpret this Plan and Options granted hereunder
     and to establish, amend, and revoke rules and regulations for the
     interpretation, management and administration of this Plan. In this
     connection, the Committee may supply any omission, reconcile any
     inconsistency, or correct any other defect in this Plan or in any Option
     agreement in the manner and to the extent it shall deem necessary or
     expedient to make this Plan fully effective.

All decisions and determinations by the Committee in the exercise of the
foregoing powers shall be final and binding upon the Company and Option holders.
No member or former member of the Committee or the Board shall be liable for any
action or determination made in good faith with respect to this Plan or any
Option.

     2.3. APPOINTMENT AND PROCEEDINGS OF COMMITTEE. The Board may from time to
time appoint members of the Committee in substitution for or in addition to
members previously appointed, and subject to Section 2.1 hereof, may fill
vacancies, however caused, in the


                                       3
<PAGE>



Committee. The Committee shall select one of its members as its chairman and
shall hold its meetings at such times and places as it shall deem advisable. A
majority of its members shall constitute a quorum, and all actions of the
Committee shall require the affirmative vote of a majority of its members. Any
action may be taken by a written instrument signed by all of the members, and
any action so taken shall be as fully effective as if it had been taken by a
vote of a majority of the members at a meeting duly called and held.

SECTION 3. STOCK

     3.1. STOCK TO BE ISSUED. The stock subject to Options granted under this
Plan may be shares of authorized and issued Common Stock, shares of Common Stock
held in treasury or both, at the discretion of the Company. The total number of
shares of Common Stock that may be issued pursuant to Options granted under the
Plan shall not exceed 400,000 shares in the aggregate; PROVIDED, HOWEVER, that
the class and aggregate number of shares subject to Options shall be subject to
adjustment as provided in Section 8 hereof. Any shares of Company Common Stock
available for future awards under the PRI Automation, Inc. 1994 Incentive and
Nonqualified Stock Option Plan ("Prior Plan") and any shares of Company Common
Stock represented by awards granted under the Prior Plan which are forfeited,
expire or are canceled without delivery of shares of stock, or which result in
the forfeiture of shares of stock back to the Company, shall again be available
for issuance under the Plan; provided, however, such additional shares under the
Prior Plan shall not exceed 600,000 shares of Company Common Stock (subject to
adjustment as provided in Section 8 hereof).

     3.2. TERMINATION OF OPTION. If any Option granted under this Plan expires
or otherwise terminates without having been exercised in whole or in part, the
shares of Common Stock previously subject to the unexercised portion of that
Option may be the subject of new Options under this Plan.

     3.3. NO FRACTIONAL SHARES. In no event shall any Option be exercisable for
a fraction of a share of Common Stock.

SECTION 4. ELIGIBILITY

     4.1. INDIVIDUALS ELIGIBLE. Incentive Options may be granted only to
officers and other employees of the Company and any Affiliate, including members
of the Board who are also employees of the Company or any Affiliate.
Nonqualified Options may be granted to officers or other employees of the
Company or any Affiliate, including members of the Board or the board of
directors of any Affiliate, and to consultants and other individuals who render
services to the Company or any Affiliate regardless of whether they are
employees.

     4.2. GREATER-THAN-TEN-PERCENT STOCKHOLDERS. Except as may otherwise be
permitted by the Code or other applicable law or regulation, no Incentive Option
shall be granted to a Greater-Than-Ten-Percent Stockholder unless (a) the
exercise price per share under the Incentive Option is not less than 110% of the
fair market value of the Common Stock at the time at which the Incentive Option
is granted and (ii) the Incentive Option is not exercisable to any extent after
the fifth anniversary of the date on which the Incentive Option is granted.


                                       4
<PAGE>



     4.3. MAXIMUM AGGREGATE FAIR MARKET VALUE. The aggregate fair market value
(determined at the time the Incentive Option is granted) of the Common Stock
with respect to which Incentive Options are exercisable for the first time by
any Option holder during any calendar year under this Plan and any other plans
of the Company or any Affiliate for the issuance of incentive stock options
(within the meaning of Section 422 of the Code) shall not exceed $100,000 or
such greater amount as may from time to time be permitted with respect to
incentive stock options by the Code or any other applicable law or regulation.
To the extent any Option exceeds the foregoing limitation, it shall be deemed a
Nonqualified Option.

     4.4. LIMITATION ON GRANTS. In no event may any individual be granted
Options with respect to more than 300,000 shares of Common Stock in any calendar
year (subject to adjustment as provided in Section 8 hereof). The number of
shares of Common Stock relating to an Option grant in a calendar year that is
subsequently forfeited, canceled or otherwise terminated shall continue to count
toward the foregoing limitation in such calendar year. In addition, if the
exercise price of an Option is subsequently reduced, the transaction shall be
deemed a cancellation of the original Option and the grant of a new one so that
both transactions shall count toward the maximum shares issuable in the calendar
year of each respective transaction.

SECTION 5. TERMINATION OF EMPLOYMENT OR DEATH OF OPTION HOLDER

     5.1. TERMINATION OF EMPLOYMENT. Except as otherwise expressly provided
herein, an Option shall terminate on the earliest of:

          (a) the date of expiration thereof;

          (b) the date of cancellation thereof pursuant to Section 8.3;

          (c) the date on which the Option holder's employment with, or
     directorship or other services to, the Company and all Affiliates is
     terminated by the Company or any Affiliate for Cause;

          (d) the date of expiration thereof in the event of the retirement of
     the Option holder in good standing from the employ of the Company for
     reasons of age under the then established rules of the Company
     ("Good-Standing Retirement"); provided, however, the Option shall terminate
     immediately upon a determination by the Committee in its sole discretion
     that the Option holder is or has engaged in a business enterprise in
     competition with the Company subsequent to said Good-Standing Retirement.
     In the event of such Good-Standing Retirement, said Option shall continue
     to vest in accordance with its terms as if the Option holder were still in
     the employ of the Company until its termination either by its expiration or
     by the aforementioned determination by the Committee; and

          (e) thirty days after the date on which the Option holder's employment
     with, or directorship or other services to, the Company and all Affiliates
     terminates other than for Cause or Good-Standing Retirement;


                                       5
<PAGE>



     PROVIDED, HOWEVER, that Nonqualified Options need not, unless the Committee
     determines otherwise, be subject to the provisions set forth in clauses
     (c), (d) and (e) above nor to Section 5.2 below. Whether authorized leave
     of absence, or absence on military or government service, shall constitute
     termination of an employment relationship between the Company and the
     Option holder shall be determined by the Committee at the commencement
     thereof, and the Committee shall promptly notify the Option holder of such
     determination. Options shall not be affected by any Option holder's change
     of employment within the Company and any Affiliate or change in the
     identity of the Company or any Affiliate to whom directorship or other
     services are provided, so long as the Option holder continues to be an
     employee of, or to provide such services to, the Company or any Affiliate.

     5.2. DEATH OR PERMANENT DISABILITY OF OPTION HOLDER. In the event of the
death or permanent and total disability of an Option holder prior to termination
of the Option holder's services to the Company or any Affiliate and prior to the
date of expiration of such Option, such Option shall terminate on the earliest
of its date of expiration, its date of cancellation pursuant to Section 8.3, and
the date that is twelve (12) months after the date of such death or disability.
After the death of the Option holder, his or her executors, administrators or
any individual or individuals to whom the Option may be transferred by will or
by the laws of descent and distribution, shall have the right, at any time prior
to the date of such termination, to exercise the Option to the extent the Option
holder was entitled to exercise the Option immediately prior to his or her
death. "Permanent and total disability" for these purposes shall be determined
in accordance with Section 22(e)(3) of the Code and the rules, regulations and
interpretations issued thereunder.

SECTION 6. TERMS OF OPTION AGREEMENTS

     Each Option shall be evidenced by an agreement (an "Option Agreement") in
writing that shall contain such terms, conditions, restrictions and other
provisions as the Committee shall from time to time deem appropriate. Any
additional provisions shall not, however, be inconsistent with any other term or
condition of this Plan and shall not cause any Incentive Option to fail to
qualify as an incentive stock option within the meaning of Section 422 of the
Code. Option agreements need not be identical, but each Option agreement shall,
by appropriate language, include the substance of the following provisions:

     6.1. EXPIRATION OF OPTION. Notwithstanding any other provision of this Plan
or of the Option agreement, such Option shall expire on the date specified in
the Option agreement, which date shall not, in the case of an Incentive Option,
be later than the tenth anniversary (the fifth anniversary in the case of a
Greater-Than-Ten-Percent Stockholder) of the date on which the Option was
granted, or as specified in Section 5 hereof.

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

     The total number of shares of stock subject to an Option may, but need not,
be allotted in periodic installments (which may, but need not, be equal). The
Option Agreement may provide


                                       6
<PAGE>




that from time to time during each of such installment periods, the Option may
become exercisable ("vest") with respect to some or all of the shares allotted
to that period, and may be exercised with respect to some or all of the shares
allotted to such period and/or any prior period as to which the Option became
vested but was not fully exercised. The Option may be subject to such other
terms and conditions on the time or times when it may be exercised (which may be
based on performance or other criteria) as the Committee may deem appropriate.
During the remainder of the term of the Option (if its term extends beyond the
end of the installment periods), the Option may be exercised from time to time
with respect to any shares then remaining subject to the Option. In addition,
the Option Agreement may, but need not, include a provision whereby the Option
holder may elect at any time, while the Option holder is employed by or
providing services to the Company or any Affiliate, to exercise the Option as to
any part or all of the shares subject to the Option prior to the full vesting of
the Option; provided, however, any unvested shares shall be subject to a
repurchase right in the Company at the Exercise Price in the event of the
Optionee's termination of employment with, or services to, the Company or any
Affiliate.

     6.3. EXERCISE PRICE. The exercise price per share under each Option shall
be determined by the Committee at the time the Option is granted and shall not
be less than the par value of the Common Stock obtainable upon the exercise
thereof; PROVIDED, HOWEVER, that the exercise price of any Incentive Option
shall not, unless otherwise permitted by the Code, be less than the fair market
value of the Common Stock on the date the Option is granted (110% of the fair
market value in the case of a Greater-Than-Ten-Percent Stockholder). For these
purposes, the "fair market value" of the Common Stock shall equal (a) the
closing price per share on the date of grant of the Option as reported by a
nationally recognized stock exchange, (b) if the Common Stock is not listed on
such an exchange, as reported by the National Association of Securities Dealers
Automatic Quotation System, Inc. ("NASDAQ"), or (c) if the Common Stock is not
quoted on NASDAQ, the fair market value as determined by the Committee.

     6.4. TRANSFERABILITY OF OPTIONS AND OPTION SHARES. No Incentive Option
shall be transferable by its holder or by operation of law, otherwise than by
will or under the laws of descent and distribution and shall not be subject to
execution, attachment or similar process. Each Incentive Option shall, during
the Option holder's lifetime, be exercisable only by the Option holder. The
Committee may in its discretion provide upon the grant of any Option that the
shares of Common Stock purchasable upon exercise of such Option shall be subject
to such restrictions on transferability as the Committee may determine. Upon any
attempt to transfer any Option under the Plan or any right or privilege
conferred hereby, contrary to the provisions of the Plan, or (if the Committee
shall so determine) upon any levy or any attachment or similar process upon the
rights and privileges conferred hereby, such Option shall thereupon terminate
and become null and void.

     6.5. RIGHTS OF OPTION HOLDERS. No Option holder or other person shall, by
virtue of the granting of an Option, be deemed for any purpose to be the owner
of any shares of Common Stock subject to such Option or to be entitled to the
rights or privileges of a holder of such shares unless and until the Option
shall have been exercised pursuant to the terms thereof with respect to such
shares and the Company shall have issued and delivered the shares to the Option
holder.


                                       7
<PAGE>



     6.6. REPURCHASE RIGHT. The Committee may in its discretion provide upon the
grant of any Option that the Company shall have an option to repurchase, upon
terms and conditions determined by the Committee, all or any number of shares
purchased upon exercise of such Option. The repurchase price per share payable
by the Company shall be such amount or be determined by such formula as is fixed
by the Committee at the time of grant of the Option for the shares subject to
repurchase. In the event the Committee grants an Option subject to such a
repurchase option, then so long as the shares purchased upon exercise of that
Option remain subject to the repurchase option, each certificate representing
those shares shall bear a legend satisfactory to counsel for the Company
referring to the Company's repurchase option.

     6.7. "LOCKUP" AGREEMENT. The Committee may in its discretion specify upon
granting an Option that the Option holder shall agree for a period of time (not
to exceed 180 days) from the effective date of any registration of securities of
the Company (upon request of the Company or the underwriters managing any
underwritten offering of the Company's securities), not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any
shares issued pursuant to the exercise of such Option, without the prior written
consent of the Company or such underwriters, as the case may be.

SECTION 7. METHOD OF EXERCISE; PAYMENT OF EXERCISE PRICE

     7.1. METHOD OF EXERCISE. Any Option may be exercised by the Option holder
by delivering to the Company, on any business day prior to the termination of
the Option, a written notice specifying the number of shares of Common Stock the
Option holder then desires to purchase and the address to which the certificates
for such shares are to be mailed, accompanied by payment of the exercise price
for such shares.

     7.2. PAYMENT OF EXERCISE PRICE. Payment for the shares of Common Stock
purchased upon exercise of an Option shall be made by:

          (a) cash in an amount, or a check, bank draft or postal or express
     money order payable in an amount, equal to the aggregate exercise price of
     the shares being purchased;

          (b) with the consent of the Committee, shares of Common Stock having a
     fair market value (as defined for purposes of Section 6.3 hereof) equal to
     such aggregate exercise price and owned by the Option holder for a period
     of at least six months;

          (c) with the consent of the Committee, a personal recourse note issued
     by the Option holder to the Company in a principal amount equal to such
     aggregate exercise price and with such other terms, including interest rate
     and maturity, as the Committee may determine in its discretion; PROVIDED,
     HOWEVER, that the interest rate borne by such note shall not be less than
     the lowest applicable federal rate, as defined in Section 1274(d) of the
     Code;

          (d) with the consent of the Committee, such other consideration that
     is acceptable to the Committee and that has a fair market value, as
     determined by the Committee, equal to such aggregate exercise price,
     including any broker-directed cashless exercise/resale procedure adopted by
     the Committee; or


                                       8
<PAGE>




          (e) with the consent of the Committee, any combination of the
     foregoing.

As promptly as practicable after receipt of notice and payment pursuant to
Section 7.1 hereof and any documents required pursuant to Sections 9.2 and 9.3
hereof, the Company shall deliver to the Option holder a certificate registered
in the name of the Option holder and representing the number of shares with
respect to which such Option has been so exercised; PROVIDED, HOWEVER, that if
any law or regulation or order of the Securities and Exchange Commission or any
other body having jurisdiction in the premises shall require the Company or the
Option holder to take any action in connection with the shares then being
purchased, the date for the delivery of the certificates for such shares shall
be extended for the period necessary to take and complete such action. Delivery
by the Company of the certificate for such shares shall be deemed effected for
all purposes when the Company or a stock transfer agent of the Company shall
have deposited such certificate in the United States mail, addressed to the
Option holder, at the address specified in the notice delivered pursuant to
Section 7.1 hereof.

SECTION 8. CHANGES IN COMPANY'S CAPITAL STRUCTURE

     8.1. RIGHTS OF COMPANY. The existence of outstanding Options shall not
affect in any way the right or power of the Company or its stockholders to enter
into, make or authorize, without limitation, (a) any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, (b) any merger or consolidation of the Company, (c)
any issue of Common Stock or of bonds, debentures, preferred or prior preference
stock or other capital stock ahead of or affecting the Common Stock or the
rights thereof, (d) a dissolution or liquidation of the Company, (e) any sale or
transfer of all or any part of the assets or business of the Company, or (f) any
other corporate act or proceeding, whether of a similar character or otherwise.

     8.2. RECAPITALIZATION, STOCK SPLITS AND DIVIDENDS. If the Company shall
effect any subdivision or consolidation of shares of its stock or other capital
readjustment, the payment of a stock dividend, or any other increase or
reduction of the number of shares of its stock outstanding, in any such case
without receiving compensation therefor in money, services or property, then

          (a) the number, class and price per share of stock subject to each
     outstanding Option shall be appropriately adjusted in such a manner as to
     entitle an Option holder to receive upon exercise of an Option, for the
     same aggregate cash consideration, the same total number and class of
     shares as he or she would have received as a result of the event requiring
     the adjustment had the Option holder exercised the Option in full
     immediately prior to such event, and

          (b) number and class of shares with respect to which Options may be
     granted under Section 3.1 of this Plan and the maximum annual limitation on
     grants under Section 4.4 shall be adjusted by substituting for the total
     number of shares of Common Stock then reserved for issuance under this Plan
     and for the maximum annual limitation on grants that number and class of
     shares of stock that the owner of an equal number of outstanding shares of
     Common Stock would own as the result of the event requiring the adjustment.



                                       9
<PAGE>



     8.3. MERGERS, SALES, ETC. If the Company shall be a party to a
reorganization or merger with one or more other corporations (whether or not the
Company is the surviving or resulting corporation), shall consolidate with or
into one or more other corporations, shall be liquidated, or shall sell or
otherwise dispose of substantially all of its assets to another corporation
(each a "Transaction"), then each outstanding unexercised option shall
automatically accelerate so that it shall, prior to the effective date of the
Transaction, become fully exercisable for all of the shares of Common Stock at
the time subject to such option; provided, however, that an outstanding option
shall not so accelerate if and to the extent that:

          (a) such option is under the terms of the Transaction either to be
     assumed by the surviving or resulting corporation (or its parent);

          (b) such option is under the terms of the Transaction to remain
     outstanding and be exercisable in shares of Common Stock or, if applicable,
     shares of such stock or other securities, cash or property as the holders
     of shares of Common Stock are to receive pursuant to the terms of such
     Transaction; or

          (c) the acceleration of such option is subject to other limitations
     imposed by the Board or Committee at the time of the option grant.

The determination of option comparability under clause (a) above shall be made
by the Board or Committee, and its determination shall be final, binding and
conclusive. Immediately upon the consummation of the Transaction, all
outstanding options shall terminate and cease to be outstanding, unless such
options are assumed by the surviving or resulting corporation (or its parent)
under clause (a) above or remain outstanding under clauses (b) or (c) above.

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

     8.5. MISCELLANEOUS. Adjustments under this Section 8 shall be determined by
the Committee, and such determinations shall be conclusive. The Committee shall
have the discretion and power in any such event to determine and to make
effective provision for acceleration of the time or times at which any Option or
portion thereof shall become exercisable. No fractional shares of Common Stock
shall be issued under this Plan on account of any adjustment specified above.

SECTION 9. GENERAL RESTRICTIONS

     9.1. GRANTING OF OPTIONS. No Option may be granted under this Plan after
the tenth anniversary of the effective date hereof.

     9.2. INVESTMENT REPRESENTATIONS. The Company may require any individual to
whom an Option is granted, as a condition of exercising such Option, to give
written assurances in


                                       10
<PAGE>




substance and form satisfactory to the Company to the effect that such
individual is acquiring the Common Stock subject to the Option for his or her
own account for investment and not with a view to the resale or distribution
thereof, and to such other effects as the Company deems necessary or advisable
in order to comply with the Securities Act and applicable state securities laws.

     9.3. COMPLIANCE WITH SECURITIES LAWS. The Company shall not be required to
sell or issue any shares under any Option if the sale or issuance of such shares
would constitute a violation by the Option holder or the Company of any
provision of any law or regulation of any governmental authority, including the
Securities Act. In addition, the Company shall not be required to sell or issue
shares upon the exercise of any Option unless the Committee has received
evidence satisfactory to it that the holder of such Option will not transfer
such shares except pursuant to a registration statement in effect under the
Securities Act or unless an opinion of counsel satisfactory to the Company has
been received by the Company to the effect that such registration is not
required. Any determination in this connection by the Committee shall be final,
binding and conclusive. In the event the shares issuable on exercise of an
Option are not registered under the Securities Act, the Company may imprint upon
any certificate representing shares so issued the following legend or any other
legend that counsel for the Company considers necessary or advisable to comply
with the Securities Act and applicable state securities laws:

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

The Company may, but shall not be obligated to, register the shares of stock
covered by any Options pursuant to the Securities Act. In the event such shares
are so registered, the Company may remove any legend on certificates
representing such shares. The Company shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or the issuance
of shares pursuant thereto to comply with any law or regulation of any
governmental authority.

     9.4. OTHER CERTIFICATE LEGENDS. The Company may endorse such other legends
upon the certificates for shares of Common Stock issued upon exercise of an
Option and may issue such "stop transfer" instructions to the transfer agent for
the Common Stock as the Committee may, in its discretion, determine to be
necessary or appropriate (a) to implement the provisions of this Plan and such
Option with respect to such shares and (b) to permit the Company to determine
the occurrence of a disqualifying disposition (as defined in Section 421(b) of
the Code) of shares issued upon exercise of Incentive Options.

     9.5. EMPLOYMENT OBLIGATION. The granting of any Option shall not impose
upon the Company or any Affiliate any obligation to employ or continue to employ
any Option holder. The right of the Company and each Affiliate to terminate the
employment of any officer or other employee thereof shall not be diminished or
affected by reason of the fact that an Option has been granted to such officer
or other employee.


                                       11
<PAGE>




SECTION 10. WITHHOLDING TAXES

     10.1. RIGHTS OF COMPANY. The Company may require an employee exercising a
Nonqualified Option, or disposing of shares of Common Stock acquired pursuant to
the exercise of an Incentive Option in a disqualifying disposition (as defined
in Section 421(b) of the Code), to reimburse the Company or Affiliate that
employs such employee for any taxes required by any government to be withheld or
otherwise deducted and paid by such employer corporation in respect of the
issuance or disposition of such shares. In lieu thereof, the employer
corporation shall have the right to withhold the amount of such taxes from any
other sums due or to become due from such corporation to the employee upon such
terms and conditions as the Committee may prescribe. The employer corporation
may, in its discretion, hold the stock certificate to which such employee is
otherwise entitled upon the exercise of an Option as security for the payment of
any such withholding tax liability, until cash sufficient to pay that liability
has been received or accumulated.

     10.2. PAYMENT IN SHARES. With the consent of the Committee, an employee may
elect to have any required minimum tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Common Stock to be issued pursuant to the exercise of a Nonqualified Option a
number of shares with an aggregate fair market value (as defined in Section 6.3
hereof determined as of the date the withholding is effected) that would satisfy
the withholding amount due with respect to such exercise, or (ii) transferring
to the Company shares of Common Stock owned by the employee with an aggregate
fair market value (as defined in Section 6.3 hereof determined as of the date
the withholding is effected) that would satisfy the withholding amount due.

     10.3. NOTICE OF DISQUALIFYING DISPOSITION. Each holder of an Incentive
Option shall agree to notify the Company in writing immediately after making a
disqualifying disposition (as defined in Section 421(b) of the Code) of any
Common Stock purchased upon exercise of the Incentive Option.

SECTION 11. AMENDMENT OR TERMINATION OF PLAN

     11.1. AMENDMENT. The Board may terminate the Plan and may amend the Plan at
any time, and from time to time.

     Except as provided in Section 8 hereof, the rights and obligations under
any Option granted before amendment of this Plan or any unexercised portion of
such Option shall not be adversely affected by amendment of this Plan or such
Option without the consent of the holder of such Option.

     11.2. TERMINATION. This Plan shall terminate as of the tenth anniversary of
its effective date. The Board may terminate this Plan at any earlier time for
any or no reason. No Option may be granted after the Plan has been terminated.
No Option granted while this Plan is in effect shall be altered or impaired by
termination of this Plan, except upon the consent of the holder of such Option.
The power of the Committee to construe and interpret this Plan and the Options
granted prior to the termination of this Plan shall continue after such
termination.


                                       12
<PAGE>





SECTION 12. NONEXCLUSIVITY OF PLAN

     Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including the granting of stock options
otherwise than under this Plan, and such arrangements may be either applicable
generally or only in specific cases.

     The Committee's determinations under the Plan need not be uniform and may
be made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan (whether or not such persons are similarly situated).
Without limiting the generality of the foregoing, the Committee shall be
entitled, among other things, to make non-uniform and selective determinations,
and to enter into non-uniform and selective Plan agreements, as to (i) the
persons to receive awards under the Plan, (ii) the terms and provisions of
awards under the Plan, (iii) the exercise by the Committee of its discretion in
respect of the exercise of options pursuant to the terms of the Plan, and (iv)
the treatment of leaves of absence pursuant to Section 5.1 hereof.

SECTION 13. EFFECTIVE DATE

     This Plan shall become effective upon its adoption by the Board, PROVIDED
that the stockholders of the Company shall have approved this Plan within twelve
months prior to or following the adoption of this Plan by the Board. Subject to
the foregoing, Options may be granted under the Plan at any time subsequent to
its effective date; PROVIDED, HOWEVER, that (a) no such Option shall be
exercised or exercisable unless the stockholders of the Company shall have
approved the Plan within twelve months prior to or following the adoption of
this Plan by the Board, and (b) all Options issued prior to the date of such
stockholders' approval shall contain a reference to such condition.

SECTION 14. PROVISIONS OF GENERAL APPLICATION

     14.1. SEVERABILITY. The invalidity or unenforceability of any provision of
this Plan shall not affect the validity or enforceability of any other provision
of this Plan, each of which shall remain in full force and effect.

     14.2. CONSTRUCTION. The headings in this Plan are included for convenience
only and shall not in any way effect the meaning or interpretation of this Plan.
Any term defined in the singular shall include the plural, and vice versa. The
words "herein," "hereof" and "hereunder" refer to this Plan as a whole and not
to any particular part of this Plan. The word "including" as used herein shall
not be construed so as to exclude any other thing not referred to or described.

     14.3. FURTHER ASSURANCES. The Company and any holder of an Option shall
from time to time execute and deliver any and all further instruments, documents
and agreements and do such other and further acts and things as may be required
or useful to carry out the intent and purpose of this Plan and such Option and
to assure to the Company and such Option holder the benefits contemplated by
this Plan; PROVIDED, HOWEVER, that neither the Company nor any Option holder
shall in any event be required to take any action inconsistent with the
provisions of this Plan.


                                       13
<PAGE>




     14.4. GOVERNING LAW. This Plan and each Option shall be governed by the
laws of the Commonwealth of Massachusetts.

                                    * * * * *



                                       14