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EXHIBIT 10.07

                            RWD TECHNOLOGIES, INC.
                       1998 OMNIBUS STOCK INCENTIVE PLAN

1.  ESTABLISHMENT, PURPOSE, AND TYPES OF AWARDS

          RWD Technologies, Inc., hereby establishes the RWD Technologies, Inc.,
1998 OMNIBUS STOCK INCENTIVE PLAN (the "Plan").  The purpose of the Plan is to
promote the long-term growth and profitability of RWD Technologies, Inc., (the
"Corporation") by (i) providing its employees and directors with incentives to
improve stockholder value and to contribute to the growth and financial success
of the Corporation, and (ii) enabling the Corporation to attract, retain, and
reward the best-available persons.

          The Plan permits the granting of stock options (including incentive
stock options qualifying under Code section 422 and nonqualified stock options),
stock appreciation rights, restricted or unrestricted stock awards, phantom
stock, performance awards, or any combination of the foregoing.

2.  DEFINITIONS

          Under this Plan, except where the context otherwise indicates, the
following definitions apply:

          (a) "Affiliate" shall mean any entity, whether now or hereafter
existing, which controls, is controlled by, or is under common control with, the
Corporation (including, but not limited to, joint ventures, limited liability
companies, and partnerships).  For this purpose, "control" shall mean ownership
of 50% or more of the total combined voting power or value of all classes of
stock or interests of the entity.

          (b) "Award" shall mean any stock option, stock appreciation right,
stock award, phantom stock award, or performance award.

          (c) "Board" shall mean the Board of Directors of the Corporation.
 
          (d) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder.

          (e) "Common Stock" shall mean shares of common stock of the
Corporation, par value of ten cents ($0.10) per share.

          (f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          (g) "Fair Market Value" of a share of the Corporation's Common Stock
for any purpose on a particular date shall mean (i) the closing price on the
trading day preceding such date, (ii) the closing price on the fifth trading day
preceding such date, or (iii) the average of the closing price on each of the 
10 trading days preceding such date, as determined in the discretion of the
Administrator on the date of grant; provided, however, that, with respect to any
Award, whichever definition is selected by the Administrator on the date of
grant shall be used on all other dates on which the meaning of Fair Market Value
is required for the duration of that Award.  Notwithstanding the preceding
sentence, with respect to the grant of incentive stock options within the
meaning of Code section 422, Fair Market Value of a share of the Corporation's
Common Stock on the grant date shall mean the Closing Price on the trading day
preceding such date.  As used herein, the "Closing Price" on a particular date
shall mean the last reported sale price per share of common stock, regular way,
on such date or, in case no such sale takes place on such date, the average of
the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on a national securities exchange or included for
quotation on the Nasdaq National Market, or if the common stock is not so listed
or admitted to trading or included for quotation, the last quoted price, or if
the common stock is not so quoted, the average of the high bid and low asked
prices, regular way, in the over-the-


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counter market, as reported by the National Association of Securities Dealers,
Inc. Automated Quotation System or, if such system is no longer in use, the
principal other automated quotations system that may then be in use or, if the
common stock is not quoted by any such organization, the average of the closing
bid and asked prices, regular way, as furnished by a professional market maker
making a market in the common stock as selected in good faith by the
Administrator or by such other source or sources as shall be selected in good
faith by the Administrator. If, as the case may be, the relevant date is not a
trading day, the determination shall be made as of the next preceding trading
day. As used herein, the term "trading day" shall mean a day on which public
trading of securities occurs and is reported in the principal consolidated
reporting system referred to above, or if the common stock is not listed or
admitted to trading on a national securities exchange or included for quotation
on the Nasdaq National Market, any business day.

          (h) "Grant Agreement" shall mean a written document memorializing the
terms and conditions of an Award granted pursuant to the Plan and shall
incorporate the terms of the Plan.

          (i) "Parent" shall mean a corporation, whether now or hereafter
existing, within the meaning of the definition of "parent corporation" provided
in Code section 424(e), or any successor thereto.

          (j) "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange
Act on the effective date of the Plan, or any successor provision prescribing
conditions necessary to exempt the issuance of securities under the Plan (and
further transactions in such securities) from Section 16(b) of the Exchange Act.

          (k) "Subsidiary" and "subsidiaries" shall mean only a corporation or
corporations, whether now or hereafter existing, within the meaning of the
definition of "subsidiary corporation" provided in Section 424(f) of the Code,
or any successor thereto.

3.  ADMINISTRATION

          (a) Administration of the Plan.  The Plan shall be administered by the
Board or by such committee or committees as may be appointed by the Board from
time to time (the Board, committee, or committees hereinafter referred to as the
"Administrator").

          (b) Powers of the Administrator.  The Administrator shall have all the
powers vested in it by the terms of the Plan, such powers to include authority,
in its sole and absolute discretion, to grant Awards under the Plan, prescribe
Grant Agreements evidencing such Awards, and establish programs for granting
Awards.

          The Administrator shall have full power and authority to take all
other actions necessary to carry out the purpose and intent of the Plan,
including, but not limited to, the authority to:  (i) determine the eligible
persons to whom, and the time or times at which Awards shall be granted; (ii)
determine the types of Awards to be granted; (iii) determine the number of
shares to be covered by or used for reference purposes for each Award; (iv)
impose such terms, limitations, restrictions, and conditions upon any such Award
as the Administrator shall deem appropriate; (v) modify, amend, extend, or renew
outstanding Awards, or accept the surrender of outstanding Awards and substitute
new Awards (provided however, that, except as provided in Section 7(d) of the
Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder); (vi) accelerate or
otherwise change the time in which an Award may be exercised or becomes payable
and to waive or accelerate the lapse, in whole or in part, of any restriction or
condition with respect to such Award, including, but not limited to, any
restriction or condition with respect to the vesting or exercisability of an
Award following termination of any grantee's employment; and (vii) establish
objectives and conditions, if any, for earning Awards and determining whether
Awards will be paid after the end of a performance period.

          The Administrator shall have full power and authority, in its sole and
absolute discretion, to administer and interpret the Plan and to adopt and
interpret such rules, regulations, agreements, guidelines, and instruments for
the administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable.


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          (c) Non-Uniform Determinations.  The Administrator's determinations
under the Plan (including without limitation, determinations of the persons to
receive Awards; the form, amount, and timing of such Awards; the terms and
provisions of such Awards; and the grant agreements evidencing such Awards) need
not be uniform and may be made by the Administrator selectively among persons
who receive, or are eligible to receive, Awards under the Plan, whether or not
such persons are similarly situated.

          (d) Limited Liability.  To the maximum extent permitted by law, the
Administrator shall be liable for any action taken or decision made in good
faith relating to the Plan or any Award thereunder.

          (e) Indemnification.  To the maximum extent permitted by law and by
the Corporation's charter and by-laws, the Administrator shall be indemnified by
the Corporation in respect of all their activities under the Plan.

          (f) Effect of Administrator's Decision.  All actions taken and
decisions and determinations made by the Administrator on all matters relating
to the Plan pursuant to the powers vested in it hereunder shall be in the
Administrator's sole and absolute discretion and shall be conclusive and binding
on all parties concerned, including the Corporation, its stockholders, any
participants in the Plan and any other employee of the Corporation, and their
respective successors in interest.

4.  SHARES AVAILABLE FOR THE PLAN; MAXIMUM AWARDS

          Subject to adjustments as provided in Section 7(d) of the Plan, the
shares of common stock that may be issued with respect to Awards granted under
the Plan shall not exceed an aggregate of 2,000,000 shares of common stock.  The
Corporation shall reserve such number of shares for Awards under the Plan,
subject to adjustments as provided in Section 7(d) of the Plan.  If any Award,
or portion of an Award, under the Plan expires or terminates unexercised,
becomes unexercisable or is forfeited or otherwise terminated, surrendered or
canceled as to any shares, or if any shares of common stock are surrendered to
the Corporation in connection with any Award (whether or not such surrendered
shares were acquired pursuant to any Award), the shares subject to such Award
and the surrendered shares shall thereafter be available for further Awards
under the Plan; provided, however, that any such shares that are surrendered to
the Corporation in connection with any Award or that are otherwise forfeited
after issuance shall not be available for purchase pursuant to incentive stock
options intended to qualify under Code section 422.

          Subject to adjustments as provided in Section 7(d) of the Plan, the
maximum number of shares of common stock subject to Awards of any combination
that may be granted during any one fiscal year of the Corporation to any one
individual shall be limited to 200,000.  Such per-individual limit shall not be
adjusted to effect a restoration of shares of common stock with respect to which
the related Award is terminated, surrendered or canceled.

5.  PARTICIPATION

          Participation in the Plan shall be open to all employees, officers,
and directors of the Corporation or of any Affiliate of the Corporation, as may
be selected by the Administrator from time to time.

6.  AWARDS

          The Administrator, in its sole discretion, establishes the terms of
all Awards granted under the Plan.  Awards may be granted individually or in
tandem with other types of Awards.  All Awards are subject to the terms and
conditions provided in the Grant Agreement.

          (a) Stock Options.  The Administrator may from time to time grant to
eligible participants Awards of incentive stock options as that term is defined
in Code section 422 or nonqualified stock options; provided, however, that
Awards of incentive stock options shall be limited to employees of the
Corporation or of any Parent 

    
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or Subsidiary of the Corporation. Options intended to qualify as incentive stock
options under Code section 422 must have an exercise price at least equal to
fair market value on the date of grant, but nonqualified stock options may be
granted with an exercise price less than fair market value. No stock option
shall be an incentive stock option unless so designated by the Administrator at
the time of grant or in the Grant Agreement evidencing such stock option.

          (b) Stock Appreciation Rights.  The Administrator may from time to
time grant to eligible participants Awards of Stock Appreciation Rights (SAR).
An SAR entitles the grantee to receive, subject to the provisions of the Plan
and the Grant Agreement, a payment having an aggregate value equal to the
product of (i) the excess of (A) the fair market value on the exercise date of
one share of common stock over (B) the base price per share specified in the
Grant Agreement, times (ii) the number of shares specified by the SAR, or
portion thereof, which is exercised.  Payment by the Corporation of the amount
receivable upon any exercise of an SAR may be made by the delivery of common
stock or cash, or any combination of common stock and cash, as determined in the
sole discretion of the Administrator.  If upon settlement of the exercise of an
SAR a grantee is to receive a portion of such payment in shares of common stock,
the number of shares shall be determined by dividing such portion by the fair
market value of a share of common stock on the exercise date.  No fractional
shares shall be used for such payment and the Administrator shall determine
whether cash shall be given in lieu of such fractional shares or whether such
fractional shares shall be eliminated.

          (c) Stock Awards.  The Administrator may from time to time grant
restricted or unrestricted stock Awards to eligible participants in such
amounts, on such terms and conditions, and for such consideration, including no
consideration or such minimum consideration as may be required by law, as it
shall determine.  A stock Award may be paid in common stock, in cash, or in a
combination of common stock and cash, as determined in the sole discretion of
the Administrator.

          (d) Phantom Stock.  The Administrator may from time to time grant
Awards to eligible participants denominated in stock-equivalent units ("phantom
stock") in such amounts and on such terms and conditions as it shall determine.
Phantom stock units granted to a participant shall be credited to a bookkeeping
reserve account solely for accounting purposes and shall not require a
segregation of any of the Corporation's assets.  An Award of phantom stock may
be settled in common stock, in cash, or in a combination of common stock and
cash, as determined in the sole discretion of the Administrator.  Except as
otherwise provided in the applicable Grant Agreement, the grantee shall not have
the rights of a stockholder with respect to any shares of common stock
represented by a phantom stock unit solely as a result of the grant of a phantom
stock unit to the grantee.

          (e) Performance Awards.  The Administrator may, in its discretion,
grant performance awards which become payable on account of attainment of one or
more performance goals established by the Administrator.  Performance awards may
be paid by the delivery of common stock or cash, or any combination of common
stock and cash, as determined in the sole discretion of the Administrator.
Performance goals established by the Administrator may be based on the
Corporation's or an Affiliate's operating income or one or more other business
criteria selected by the Administrator that apply to an individual or group of
individuals, a business unit, or the Corporation or an Affiliate as a whole,
over such performance period as the Administrator may designate.

7.  MISCELLANEOUS

          (a) Withholding of Taxes.  Grantees and holders of Awards shall pay to
the Corporation, or make provision satisfactory to the Administrator for payment
of, any taxes required to be withheld in respect of Awards under the Plan no
later than the date of the event creating the tax liability.  The Corporation
may, to the extent permitted by law, deduct any such tax obligations from any
payment of any kind otherwise due to the grantee or holder of an Award, or to
retain or sell without notice a sufficient number of the shares to be issued to
such grantee or holder to cover any such taxes.  In the event that payment to
the Corporation of such tax obligations is made in shares of common stock, such
shares shall be valued at fair market value on the applicable date for such
purposes.

    
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          (b) Loans.  The Corporation may make or guarantee loans to grantees to
assist grantees in exercising Awards and satisfying any withholding tax
obligations.

          (c) Transferability.  Except as otherwise determined by the
Administrator, and in any event in the case of an incentive stock option or a
stock appreciation right granted with respect to an incentive stock option, no
Award granted under the Plan shall be transferable by a grantee otherwise than
by will or the laws of descent and distribution.  Unless otherwise determined by
the Administrator in accord with the provisions of the immediately preceding
sentence, an Award may be exercised during the lifetime of the grantee, only by
the grantee or, during the period the grantee is under a legal disability, by
the grantee's guardian or legal representative.

          (d) Adjustments; Business Combinations.  In the event of changes in
the common stock of the Corporation by reason of any stock dividend, split-up,
recapitalization, merger, consolidation, business combination or exchange of
shares and the like, the Administrator shall, in its discretion, make
appropriate adjustments to the maximum number and kind of shares reserved for
issuance or with respect to which Awards may be granted under the Plan as
provided in Section 4 of the Plan and to the number, kind, and price of shares
covered by outstanding Awards, and shall, in its discretion and without the
consent of holders of Awards, make any other adjustments in outstanding Awards,
including but not limited to reducing the number of shares subject to Awards or
providing or mandating alternative settlement methods such as settlement of the
Awards in cash or in shares of common stock or other securities of the
Corporation or of any other entity, or in any other matters which relate to
Awards as the Administrator shall, in its sole discretion, determine to be
necessary or appropriate.

          Notwithstanding anything in the Plan to the contrary and without the
consent of grantees or holders of Awards, the Administrator, in its sole
discretion, may make any modifications to any Awards, including but not limited
to cancellation, forfeiture, surrender, or other termination of the Awards in
whole or in part regardless of the vested status of the Award, in order to
facilitate any business combination that is authorized by the Board to comply
with requirements for treatment as a pooling of interests transaction for
accounting purposes under generally accepted accounting principles.

          The Administrator is authorized to make, in its discretion and without
the consent of grantees or holders of Awards, adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events affecting the Corporation, or the financial statements of
the Corporation or any Subsidiary, or of changes in applicable laws,
regulations, or accounting principles, whenever the Administrator determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.

          (e) Substitution of Awards in Mergers and Acquisitions.  Awards may be
granted under the Plan from time to time in substitution for Awards held by
employees or directors of entities who become or are about to become employees
or directors of the Corporation or an Affiliate as the result of a merger or
consolidation of the employing entity with the Corporation or an Affiliate, or
the acquisition by the Corporation or an Affiliate of the assets or stock of the
employing entity.  The terms and conditions of any substitute Awards so granted
may vary from the terms and conditions set forth herein to the extent that the
Administrator deems appropriate at the time of grant to conform the substitute
Awards to the provisions of the awards for which they are substituted.

          (f) Termination, Amendment, and Modification of the Plan.  The Board
may terminate, amend, or modify the Plan or any portion thereof at any time.

          (g) Non-Guarantee of Employment or Service.  Nothing in the Plan or in
any Grant Agreement thereunder shall confer any right on an individual to
continue in the service of the Corporation or shall interfere in any way with
the right of the Corporation to terminate such service at any time.

          (h) No Trust or Fund Created.  Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Corporation and a grantee or any other
person.  To the extent that any grantee or other person acquires a right to
receive payments from the Corporation 

    
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pursuant to an Award, such right shall be no greater than the right of any
unsecured general creditor of the Corporation.

          (i) Governing Law. The validity, construction, and effect of the Plan,
of Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations, or decisions made by the Administrator relating to
the Plan or such Grant Agreements, and the rights of any and all persons having
or claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of the State
of Maryland, without regard to its conflict of laws principles.

          (j) Effective Date; Termination Date.  The Plan is effective as of the
date on which the Plan was adopted by the Board, subject to approval of the
stockholders within 12 months before or after such date.  No Award shall be
granted under the Plan after the close of business on the day immediately
preceding the tenth anniversary of the effective date of the Plan.  Subject to
other applicable provisions of the Plan, all Awards made under the Plan prior to
such termination of the Plan shall remain in effect until such Awards have been
satisfied or terminated in accordance with the Plan and the terms of such
Awards.


Date Approved by the Board:   March 6, 1998
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Date Approved by the Stockholders: 
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