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                                                                    Exhibit 10.1


                                                     AS APPROVED BY THE BOARD OF
                                                       DIRECTORS ON MAY 12, 2004


                      CHARLES RIVER ASSOCIATES INCORPORATED

                 2004 NONQUALIFIED INDUCEMENT STOCK OPTION PLAN

SECTION 1. PURPOSE

     The purpose of this 2004 Nonqualified Inducement Stock Option Plan (the
"Plan") is to promote the interests of Charles River Associates Incorporated
(the "Company"), by affording certain persons the opportunity to acquire a
proprietary interest in the Company. The Company intends that the Plan be
reserved for persons to whom the Company may issue securities without
stockholder approval as an inducement pursuant to Rule 4350(i)(1)(A)(iv) of the
Marketplace Rules of the Nasdaq Stock Market, Inc. It is anticipated that
providing such persons with a direct stake in the Company's welfare will assure
a closer identification of their interests with those of the Company and its
shareholders, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company. The Company intends that
this purpose will be effected by the granting of non-statutory stock options
("Inducement Options") under the Plan. In addition, this Plan provides the Plan
Administrator the sole authority to establish the terms and conditions for the
exercise of any Inducement Option, including, but not limited to,
non-competition, non-solicitation and non-hire provisions. As used in the Plan
the terms "parent" and "subsidiary" shall have the respective meanings set forth
in Section 424 of the Internal Revenue Code of 1986, as amended (the "Code").

SECTION 2. ADMINISTRATION

     2.1 THE PLAN ADMINISTRATOR. The Plan shall be administered by the Plan
Administrator (the "Plan Administrator"), which shall be the Compensation
Committee of the Board of Directors of the Company (the "Board") unless
otherwise determined by the Board, in which case the Plan Administrator shall be
the entire Board unless the Board shall appoint another committee to be the Plan
Administrator. It is the intention of the Company that the Plan, if not
administered by the Board, shall be administered by a committee of the Board
composed solely of two or more "Non-Employee Directors" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act"), but the authority and validity of any act taken or not taken by the Plan
Administrator shall not be affected if any person administering the Plan is not
a Non-Employee Director. Except as specifically reserved to the Board under the
terms of the Plan, the Plan Administrator shall have full and final authority to
operate, manage and administer the Plan on behalf of the Company. Action by the
Plan Administrator shall require the affirmative vote of a majority of all
members thereof.

     2.2 POWERS OF THE PLAN ADMINISTRATOR. Subject to the terms and conditions
of the Plan, the Plan Administrator shall have the power:


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     (a) To determine from time to time the persons eligible to receive options
and the options to be granted to such persons under the Plan and to prescribe
the terms, conditions, restrictions, if any, and provisions (which need not be
identical) of each option granted under the Plan to such persons;

     (b) To construe and interpret the Plan and options granted thereunder and
to establish, amend, and revoke rules and regulations for administration of the
Plan. In this connection, the Plan Administrator may correct any defect or
supply any omission, or reconcile any inconsistency in the Plan, or in any
option agreement, in the manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective. All decisions and determinations by
the Plan Administrator in the exercise of this power shall be final and binding
upon the Company and optionees;

     (c) To make, in its sole discretion, changes to any outstanding option
granted under the Plan, including: (i) to reduce the exercise price, (ii) to
accelerate the vesting schedule or (iii) to extend the expiration date; and

     (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 the Plan.

SECTION 3. STOCK

     3.1 STOCK TO BE ISSUED. The stock subject to the options granted under the
Plan shall be shares of the Company's authorized but unissued common stock,
without par value (the "Common Stock"), or shares of the Company's Common Stock
held in treasury. The total number of shares that may be issued pursuant to
options granted under the Plan shall not exceed an aggregate of 500,000 shares
of Common Stock; PROVIDED, HOWEVER, that the class and aggregate number of
shares which may be subject to options granted under the Plan shall be subject
to adjustment as provided in Section 8 hereof.

     3.2 EXPIRATION, CANCELLATION OR TERMINATION OF OPTION. Whenever any
outstanding option under the Plan expires, is cancelled or is otherwise
terminated (other than by exercise), the shares of Common Stock allocable to the
unexercised portion of such option may again be the subject of options under the
Plan.

SECTION 4. ELIGIBILITY

     Inducement Options under the Plan may be granted only to persons to whom
the Company may issue securities without stockholder approval in accordance with
Rule 4350(i)(1)(A)(iv) of the Marketplace Rules of the Nasdaq Stock Market, Inc.


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SECTION 5. TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE

     5.1 TERMINATION OF EMPLOYMENT. Except as may be otherwise expressly
provided herein, options shall terminate on the earliest of:

     (a) the date of expiration thereof;

     (b) immediately upon the termination of the optionee's employment with or
performance of services for the Company (or any parent or subsidiary of the
Company) by the Company (or any such parent or subsidiary) for cause (as
determined by the Company or such parent or subsidiary); or

     (c) in the case of termination without cause or voluntary termination by
the optionee, thirty (30) days after the termination of the optionee's
employment with or performance of services for the Company (or any parent or
subsidiary of the Company) for any reason other than death or retirement;

PROVIDED, HOWEVER, that options granted to persons who are not employees of the
Company (or any parent or subsidiary of the Company) need not, unless the Plan
Administrator determines otherwise, be subject to the provisions set forth in
clauses (b) and/or (c).

     An employment relationship between the Company (or any parent or subsidiary
of the Company) and the optionee shall be deemed to exist during any period in
which the optionee is employed by the Company (or any such parent or
subsidiary). Whether authorized leave of absence, or absence on military or
government service, shall constitute termination of the employment relationship
between the Company (or any parent or subsidiary of the Company) and the
optionee shall be determined by the Plan Administrator at the time thereof.

     As used herein, "cause" shall mean (w) any material breach by the optionee
of any agreement to which the optionee and the Company (or any parent or
subsidiary of the Company) are both parties; (x) any act or omission to act by
the optionee which may have a material and adverse effect on the business of the
Company (or any such parent or subsidiary) or on the optionee's ability to
perform services for the Company (or any such parent or subsidiary), including,
without limitation, the commission of any crime (other than ordinary traffic
violations); (y) any material misconduct or material neglect of duties by the
optionee in connection with the business or affairs of the Company (or any such
parent or subsidiary) or any affiliate of the Company (or any such parent or
subsidiary); or (z) "cause" as may otherwise be defined in any other agreements
between the optionee and the Company (or any such parent or subsidiary).

     5.2 DEATH OR RETIREMENT OF OPTIONEE. In the event of the death of the
holder of an option that is subject to clause (c) of Section 5.1 above prior to
termination of the optionee's employment with or performance of services for the
Company (or any parent or subsidiary of the Company) and before the date of
expiration of such option, such


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option shall terminate on the earlier of such date of expiration or one year
following the date of such death. After the death of the optionee, his
executors, administrators or any person or persons to whom his option may be
transferred by will or by the laws of descent and distribution shall have the
right, at any time prior to such termination, to exercise the option to the
extent the optionee was entitled to exercise such option at the time of his
death.

     If, before the date of the expiration of an option that is subject to
clause (c) of Section 5.1 above, the optionee shall be retired in good standing
from the Company for reasons of age or disability under the then established
rules of the Company, the option shall terminate on the earlier of such date of
expiration or ninety (90) days after the date of such retirement. In the event
of such retirement, the optionee shall have the right prior to the termination
of such option to exercise the option to the extent to which he was entitled to
exercise such option immediately prior to such retirement.

SECTION 6. TERMS OF THE OPTION AGREEMENTS

     Each option agreement shall be in writing and shall contain such terms,
conditions, restrictions, if any, and provisions as the Plan Administrator shall
from time to time deem appropriate. Such provisions or conditions may include,
without limitation, restrictions on transfer, repurchase rights, or such other
provisions as shall be determined by the Plan Administrator; PROVIDED, HOWEVER,
that such additional provisions shall not be inconsistent with any other terms
or conditions of the Plan.

     Option agreements need not be identical, but each option agreement by
appropriate language shall include the substance of all of the following
provisions:

     6.1 EXPIRATION OF OPTION. Notwithstanding any other provision of the Plan
or of any option agreement, each option shall expire on the date specified in
the option agreement, which date shall not be later than as specified in Section
5 of this Plan.

     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 terms and conditions as the Plan Administrator
in its sole discretion may specify upon granting the option, including
non-competition, non-solicitation and non-hire provisions.

     6.3 PURCHASE PRICE. The purchase price per share under each option shall be
determined by the Plan Administrator at the time the option is granted.

     6.4 TRANSFERABILITY OF OPTIONS. Inducement Options shall not be
transferable by the optionee otherwise than by will or under the laws of descent
and distribution, and shall be exercisable, during his lifetime, only by the
optionee. Notwithstanding the foregoing, the Plan Administrator may, in its sole
discretion, permit the transfer or assignment of an Inducement Option by the
original optionee for no consideration to: (i)


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any member of the optionee's Immediate Family; (ii) any trust solely for the
benefit of members of the optionee's Immediate Family; (iii) any partnership
whose only partners are members of the optionee's Immediate Family; or (iv) any
limited liability company or corporate entity whose only members or other equity
owners are members of the optionee's Immediate Family. For purposes of this
Section 6.4, "Immediate Family" means an optionee's parents, spouse, children
and grandchildren. Nothing contained in this Section 6.4 shall be construed to
require the Plan Administrator to give its approval to any transfer or
assignment of any Inducement Option or portion thereof, and approval to transfer
or assign any Inducement Option or portion thereof does not mean that such
approval will be given with respect to any other Inducement Option or portion
thereof. The transferee or assignee of any Inducement Option shall be subject to
all of the terms and conditions applicable to such Inducement Option immediately
prior to the transfer or assignment and shall be subject to any conditions
prescribed by the Plan Administrator with respect to such Inducement Option. In
particular, and without limiting the generality of the foregoing, the
termination of employment, retirement or death of the original optionee shall
continue to determine the term and time for exercise of such Inducement Option
for purposes of Sections 5.1 and 5.2 above.

     6.5 RIGHTS OF OPTIONEES. No optionee shall be deemed for any purpose to be
the owner of any shares of Common Stock subject to any option unless and until
the option shall have been exercised pursuant to the terms thereof, and the
Company shall have issued and delivered certificates representing such shares to
the optionee.

     6.6 CERTAIN RIGHTS OF THE COMPANY. The Plan Administrator may in its
discretion provide upon the grant of any option hereunder that the Company shall
have an option to repurchase upon such terms and conditions as determined by the
Plan Administrator all or any number of shares purchased upon exercise of such
option or a right of first refusal in connection with subsequent transfer of any
or all of such shares. The repurchase price per share payable by the Company
shall be such amount or be determined by such formula as is fixed by the Plan
Administrator at the time the option for the shares subject to repurchase is
granted. In the event the Plan Administrator shall grant options subject to the
Company's repurchase option or right of first refusal, the certificates
representing the shares purchased pursuant to such option shall carry a legend
satisfactory to counsel for the Company referring to the Company's repurchase
option or right of first refusal.

     6.7 "LOCKUP" AGREEMENT. The Plan Administrator may in its discretion
specify upon granting an option that upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities, the
optionee shall agree in writing that for a period of time (not to exceed 180
days) from the effective date of any registration of securities of the Company,
the optionee will not 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.


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SECTION 7. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

     7.1 METHOD OF EXERCISE. Any option granted under the Plan may be exercised
by the optionee by delivering to the Company on any business day a written
notice specifying the number of shares of Common Stock the optionee then desires
to purchase and specifying the address to which the certificates for such shares
are to be mailed (the "Notice"), accompanied by payment for such shares. Such
exercise shall comply with all other terms and provisions of such option.

     7.2 PAYMENT OF PURCHASE PRICE. Payment for the shares of Common Stock
purchased pursuant to the exercise of an option shall be made either by cash or
check equal to the option price for the number of shares specified in the Notice
or, with the consent of the Plan Administrator, by one or more of the following
methods: (i) by delivery to the Company of shares of Common Stock that either
have been purchased by the optionee on the open market, or have been
beneficially owned by the optionee for a period of at least six months and are
not then subject to restriction under any Company plan ("mature shares"); such
surrendered shares shall have a fair market value equal in amount to the
exercise price of the Inducement Options being exercised; (ii) a personal
recourse note issued by the optionee 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 Plan Administrator 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; (iii) by delivery of such documentation as the Plan Administrator and the
broker, if applicable, shall require to effect an exercise of the option and
delivery to the Company of the sale or loan proceeds required to pay the option
price, (iv) by delivery of such other consideration which is acceptable to the
Plan Administrator and which has a fair market value equal to the option price
of such shares, or (v) by any combination of such methods. For the purpose of
the Plan the "fair market value" of the Common Stock shall be the closing price
per share on the date of grant of the option as reported by a nationally
recognized stock exchange, or, if the Common Stock is not listed on such an
exchange, as reported by the Nasdaq Stock Market, Inc. or, if the Common Stock
is not reported by the Nasdaq Stock Market, Inc., the mean of the bid and asked
prices per share on the date of grant of the option or, if the Common Stock is
not traded over-the-counter, the fair market value as determined by the Plan
Administrator. As promptly as practicable after receipt of the Notice and
accompanying payment, the Company shall deliver to the optionee certificates for
the number of shares with respect to which such option has been so exercised,
issued in the optionee's name; PROVIDED, HOWEVER, that such delivery shall be
deemed effected for all purposes when the Company or a stock transfer agent of
the Company shall have deposited such certificates in the United States mail,
addressed to the optionee, at the address specified in the Notice.

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 make
or authorize, without limitation, any or all adjustments, recapitalizations,
reorganizations or other


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changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of Common Stock, or any issue of
bonds, debentures, preferred or prior preference stock or other capital stock
ahead of or affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

     8.2 RECAPITALIZATIONS, STOCK SPLITS AND DIVIDENDS. If the Company shall
effect a subdivision or consolidation of shares or other capital readjustment,
the payment of a stock dividend, or other increase or reduction of the number of
shares of the Common Stock outstanding, in any such case without receiving
compensation therefor in money, services or property, then (i) the number,
class, and price per share of shares of stock subject to outstanding options
hereunder shall be appropriately adjusted in such a manner as to entitle an
optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received as a result of the event requiring the adjustment had he exercised his
option in full immediately prior to such event; and (ii) the number and class of
shares set forth in Section 3.1 shall be adjusted by substituting therefor that
number and class of shares of stock that the owner of an equal number of
outstanding shares of Common Stock immediately prior to the event requiring
adjustment would own as the result of such event.

     8.3 MERGER WITHOUT CHANGE OF CONTROL. After a merger of one or more
corporations or other entities with or into the Company or after a consolidation
of the Company and one or more corporations or other entities in which the
stockholders of the Company immediately prior to such merger or consolidation
own after such merger or consolidation securities representing at least fifty
percent (50%) of the voting power of the Company or the surviving or resulting
corporation or entity, as the case may be, each holder of an outstanding option
shall, at no additional cost, be entitled upon exercise of such option to
receive in lieu of the shares of Common Stock as to which such option was
exercisable immediately prior to such event, the number and class of shares of
stock or other securities, cash or property (including, without limitation,
shares of stock or other securities of another corporation or entity or Common
Stock) to which such holder would have been entitled pursuant to the terms of
the agreement of merger or consolidation if, immediately prior to such merger or
consolidation, such holder had been the holder of record of a number of shares
of Common Stock equal to the number of shares for which such option shall be so
exercised.

     8.4 CHANGE OF CONTROL. If the Company is merged with or into or
consolidated with another corporation or other entity, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or if the Company is liquidated,
or sells or otherwise disposes of substantially all of its assets to


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another entity while unexercised options remain outstanding under the Plan, then
in such event either:

          (a) subject to the provisions of clause (c) below, after the effective
     date of such merger, consolidation, liquidation, sale or disposition, as
     the case may be, each holder of an outstanding option shall be entitled,
     upon exercise of such option, to receive, in lieu of the shares of Common
     Stock as to which such option was exercisable immediately prior to such
     event, the number and class of shares of stock or other securities, cash or
     property (including, without limitation, shares of stock or other
     securities of another corporation or entity or Common Stock) to which such
     holder would have been entitled pursuant to the terms of the merger,
     consolidation, liquidation, sale or disposition if, immediately prior to
     such event, such holder had been the holder of a number of shares of Common
     Stock equal to the number of shares as to which such option shall be so
     exercised;

          (b) the Plan Administrator may accelerate the time for exercise of
     some or all unexercised and unexpired options so that from and after a date
     prior to the effective date of such merger, consolidation, liquidation,
     sale or disposition, as the case may be, specified by the Plan
     Administrator such accelerated options shall be exercisable in full; or

          (c) all outstanding options may be canceled by the Plan Administrator
     as of the effective date of any such merger, consolidation, liquidation,
     sale or disposition provided that (x) notice of such cancellation shall be
     given to each holder of an option and (y) each holder of an option shall
     have the right to exercise such option to the extent that the same is then
     exercisable or, if the Plan Administrator shall have accelerated the time
     for exercise of all unexercised and unexpired options, in full during the
     10-day period preceding the effective date of such merger, consolidation,
     liquidation, sale or disposition.

     8.5 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.

     8.6 MISCELLANEOUS. Adjustments under this Section 8 shall be determined by
the Plan Administrator, and such determinations shall be conclusive. No
fractional shares of Common Stock shall be issued under the Plan on account of
any adjustment specified above.


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SECTION 9. GENERAL RESTRICTIONS

     9.1 INVESTMENT REPRESENTATIONS. The Company may require any person to whom
an option is granted, as a condition of exercising such option, to give written
assurances in substance and form satisfactory to the Company to the effect that
such person is acquiring the Common Stock subject to the option for his own
account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.

     9.2 COMPLIANCE WITH SECURITIES LAWS. The Company shall not be required to
sell or issue any shares under any option if the issuance of such shares shall
constitute a violation by the optionee or by the Company of any provision of any
law or regulation of any governmental authority. In addition, in connection with
the Securities Act of 1933, as now in effect or hereafter amended (the "Act"),
upon exercise of any option, the Company shall not be required to issue such
shares unless the Plan Administrator has received evidence satisfactory to it to
the effect that the holder of such option will not transfer such shares except
pursuant to a registration statement in effect under such 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 Plan Administrator shall be final, binding and conclusive. In
the event the shares issuable on exercise of an option are not registered under
the Act, the Company may imprint upon any certificate representing shares so
issued the following legend or any other legend which counsel for the Company
considers necessary or advisable to comply with the Act and with 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 pledged, hypothecated, sold or otherwise
     transferred except upon such registration or upon receipt by the
     Corporation of an opinion of counsel satisfactory to the Corporation, in
     form and substance satisfactory to the Corporation, that registration is
     not required for such sale or transfer.

     The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act; and in the event any shares are
so registered the Company may remove any legend on certificates representing
such shares. The Company shall not be obligated to take any other 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.

     9.3 EMPLOYMENT OBLIGATION. The granting of any option shall not impose upon
the Company (or any parent or subsidiary of the Company) any obligation to
employ or continue to employ any optionee; and the right of the Company (or any
such parent or subsidiary) to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that an
option has been granted to him or her.


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     9.4 WITHHOLDING TAX. Whenever under the Plan securities or other property
are to be delivered upon exercise of an option, the Company shall be entitled to
require as a condition of delivery that the optionee remit an amount sufficient
to satisfy all federal, state and other governmental withholding tax
requirements related thereto, or make arrangements satisfactory to the Plan
Administrator regarding payment of such withholding taxes. The Company shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the optionee. An optionee may elect, with
the consent of the Plan Administrator, to have such 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 such option a
number of shares with an aggregate fair market value (as of the date the
withholding is effected) that would satisfy the minimum withholding amount due,
or (ii) delivering to the Company a number of mature shares of Common Stock with
an aggregate fair market value (as of the date the withholding is effected) that
would satisfy the minimum withholding amount due.

SECTION 10. AMENDMENT OR TERMINATION OF THE PLAN

     The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time.

SECTION 11. NONEXCLUSIVITY OF THE PLAN

     The adoption of the Plan by the Board of Directors shall not be construed
as creating any limitations on the power of the Board of Directors to adopt such
other inducement or other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

SECTION 12. EFFECTIVE DATE AND DURATION OF PLAN

     The Plan shall become effective upon its adoption by the Board of
Directors. No option may be granted under the Plan after the tenth anniversary
of the effective date. The Plan shall terminate (i) when the total amount of
Common Stock with respect to which options may be granted shall have been issued
upon the exercise of options or (ii) by action of the Board of Directors
pursuant to Section 10 hereof, whichever shall first occur.

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