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                                                                     EXHIBIT 4.4

                                     ROLL-OVER STOCK OPTION ASSUMPTION AGREEMENT



     This Assumption Agreement is executed as of the 14th day of December 1999
by PROVANT, Inc. (the "PROVANT").

     Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in that certain Agreement and Plan of Merger dated as
of December 14, 1999, by and among PROVANT, a Delaware corporation, SDL
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
PROVANT ("Acquisition"), Senn-Delaney Leadership Consulting Group, Inc., a
California corporation ("Senn-Delaney"), Senn-Delaney Leadership Consulting
U.K., Ltd., a California corporation ("Senn-Delaney UK"), the shareholders of
Senn-Delaney and Senn-Delaney UK, Larry E. Senn, John Childress and Paul Nakai
(the "Merger Agreement"). In the event of any conflict between any term or
condition of this Assumption Agreement and the Merger Agreement, the terms and
conditions of the Merger Agreement shall be controlling.

     Pursuant to the terms of the Merger Agreement, PROVANT hereby assumes
unexercised options to purchase an aggregate of 182,100 shares of common stock,
par value $.01 per share, of Senn-Delaney (the "Senn-Delaney Options") and
unexercised options to purchase an aggregate of 1,498 shares of common stock of
Senn-Delaney UK (the "Senn-Delaney UK Options"). Each Senn-Delaney Option and
Senn-Delaney UK Option continues in effect on the same terms and conditions as
in effect immediately prior to the Mergers, except that (i) the Senn-Delaney
Options have been converted into options to purchase, in the aggregate, that
number of whole shares of PROVANT Common Stock that is equal to 182,100 times
1.925357, with an exercise price per share equal to the exercise price per share
of the respective Senn-Delaney Option divided by 1.925357 and (ii) the
Senn-Delaney UK Options have been converted automatically upon the effective
time of the Mergers into options to purchase, in the aggregate, that number of
shares of whole shares of PROVANT Common Stock that is equal to 1,498 times
1.070627, with an exercise price per share equal to the exercise price per share
of the respective Senn-Delaney UK Option divided by 1.070627.

     Pursuant to the terms of each of the agreements representing the
Senn-Delaney Options (the Senn-Delaney Option Agreements") and the Senn-Delaney
UK Options (the "Senn-Delaney UK Option Agreements"), each of the Senn-Delaney
Options became exercisable in full upon the effective time of the Mergers and
shall remain exercisable until such options become unexercisable pursuant to the
terms of the Senn-Delaney Option Agreements and each of the Senn-Delaney UK
Options are exercisable and shall remain exercisable following the Mergers until
such options become unexercisable pursuant to the terms of the Senn-Delaney UK
Option Agreements.

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     Executed as a sealed instrument as of the day and year first above written.

PROVANT, INC.

By: /s/ Rajiv Bhatt
   -------------------------------
   Name: Rajiv Bhatt
   Title: Executive Vice President