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                                                                   Exhibit 10.11


                                   HPSC, INC.


                     1998 OUTSIDE DIRECTOR STOCK BONUS PLAN


                                As Amended 3/8/01



         1. Purpose. The purpose of this Plan is to advance the interests of
HPSC, Inc. (the "Company") and its shareholders by strengthening the ability of
the Company to attract, retain and motivate outside directors with a high level
of training, experience and ability, by providing outside directors with an
opportunity to acquire common stock of the Company under this Plan, thereby
permitting such persons to share in the Company's success while aligning their
interest with those of the Company's shareholders.

         2. Effective Date. This Plan is effective as of April 23, 1998.

         3. Stock Subject to the Plan. The number of shares that may be issued
under this Plan (the "Bonus Shares") shall not exceed in the aggregate 50,000
shares of the Common Stock, $.01 par value, of the Company. Any Bonus Shares
which for any reason are reacquired by the Company may again be issued under the
Plan. Bonus Shares issued under the Plan may, in whole or in part, be either
authorized but unissued shares or issued shares reacquired by the Company.

         4. Administration. This Plan shall be administered by the Board of
Directors of the Company. Subject to the provisions of this Plan, the Board of
Directors shall have full power to construe and interpret the Plan and to
establish, amend and rescind rules and regulations for its administration.

         5. Eligible Participants. Members of the Board of Directors who are not
employees of the Company ("Outside Directors") are eligible to receive Bonus
Shares. Each such director who is awarded Bonus Shares under the Plan shall be
deemed a "Participant" for purposes of this Plan.

         6. Awards of Bonus Shares. Commencing on the date of adoption of this
Plan, one thousand (1,000) Bonus Shares shall be awarded annually at the
conclusion of the regular Annual Meeting of the Company's stockholders (the
"Annual Meeting") to each Outside Director who is such at the beginning of the
Annual Meeting, and who will continue to serve on the Board thereafter. Bonus
Shares issued under this Plan shall be issued in consideration of services
previously rendered to the Company.

         7. Duration of the Plan. This Plan shall terminate five (5) years from
the effective date hereof, unless terminated earlier pursuant to Paragraph 10
hereafter, and no Bonus Shares may be issued thereafter.
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         8. Rights as Stockholder. Each Participant shall have all of the rights
of a stockholder of the Company with respect to the Bonus Shares registered in
his or her name, including the right to vote such shares and receive the
dividends and other distributions paid or made with respect to such Bonus
Shares.

         9. Stock Dividends; Stock Splits; Stock Combinations;
Recapitalizations. The Board of Directors shall make appropriate adjustment in
the maximum number of shares of Common Stock subject to the Plan to give effect
to any stock dividends, stock splits, stock combinations, recapitalizations and
other similar changes in the capital structure of the Company after the
effective date of the Plan. The provisions contained in the Plan shall apply
equally to any other shares of the Company's capital stock, and any other
securities, which may be acquired by the Participant as a result of a stock
dividend, stock split, stock combination, or exchange for other securities
resulting from any recapitalization, reorganization or any other transaction
affecting the Bonus Shares.

         10. Termination or Amendment of Plan. The Board of Directors may at any
time terminate the Plan or make such changes in or additions to the Plan as it
deems advisable, provided that no such termination or amendment shall adversely
affect or impair any then issued and outstanding Bonus Shares without the
consent of the Participant holding such Bonus Shares.


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