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                                                                     Exhibit 4.4


                                OPEN MARKET, INC.

                            1994 STOCK INCENTIVE PLAN

Adopted by the Board of Directors and Stockholders on June 7, 1994

1.       Purpose
         -------

         The purpose of this 1994 Stock Incentive Plan (the "Plan") is to secure
for Open Market, Inc. (the "Company") and its shareholders the benefits arising
from capital stock ownership by employees, officers, directors, consultants and
advisors of the Company and its parent and subsidiary corporations who are
expected to contribute to the Company's future growth and success. Except where
the context otherwise requires, the term "Company" shall include the parent and
all present and future subsidiaries of the Company as defined in Sections 424(e)
and 424 (f) of the Internal Revenue Code of 1986, as amended or replaced from
time to time (the "Code"). Those provisions of the Plan which make express
reference to Section 422 shall apply only to Inventive Stock Options (as that
term is defined in the Plan).

2.       Definitions
         -----------

         "Award" means any Option, Restricted Stock or Unrestricted Stock
awarded under the Plan.

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

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Committee" means a committee of not less than two members of the Board
appointed by the Board to administer the Plan, provided that if and when the
Common Stock is registered under Section 12 of the Exchange Act, each member of
the Committee shall be a "disinterested person" within the meaning of Rule 16b-3
under the Exchange Act ("Rule 16b-3").

         "Common Stock" means the Common Stock, $.001 par value per share, of
the Company.

         "Company" means Open Market, Inc. and, except where the context
otherwise requires, all present and future subsidiaries of Open Market, Inc. as
defined in Section 424(f) of the Code.

         "Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Board, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death. In
the absence of an effective designation by a Participant, Designated Beneficiary
shall mean the Participant's estate.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

         "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Board in
good faith or in the manner established by the Board from time to time.

<PAGE>

         "Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is intended to meet the
requirements of Section 422 of the Code or any successor provision.

         "Nonstatutory Stock Option" means an option to purchase shares of
Common Stock awarded to a Participant under Section 6 which is not intended to
be an Incentive Stock Option.

         "Option" means an Incentive Stock Option or a Nonstatutory Stock
Option.

         "Participant" means a person selected by the Board to receive an Award
under the Plan.

         "Reporting Person" means a person subject to Section 16 of the Exchange
Act or any successor provision.

         "Restricted Period" means the period of time selected by the Board
during which shares subject to a Restricted Stock Award may be repurchased by or
forfeited to the Company.

         "Restricted Stock" means shares of Common Stock awarded to a
Participant under Section 7.

         "Unrestricted Stock" means shares of Common Stock awarded to a
Participant under Section 7(c).

3.       Administration
         --------------

         The Plan will be administered by the Board. The Board shall have
authority to make Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable
from time to time, and to interpret the provisions of the Plan. The Board's
decisions shall be final and binding. No member of the Board shall be liable for
any action or determination relating to the Plan made in good faith. To the
extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to make Awards to Participants who
are not Reporting Persons and all determinations under the Plan with respect
thereto, provided that the Board shall fix the maximum amount of such Awards to
be made by such executive officers and a maximum amount for any one Participant.
To the extent permitted by applicable law, the Board may appoint a Committee to
administer the Plan and, in such event, all references to the Board in the Plan
shall mean such Committee or the Board. All decisions by the Board or the
Committee pursuant to the Plan shall be final and binding on all persons having
or claiming any interest in the Plan or in any Award.

4.       Eligibility
         -----------

         All of the Company's employees, officers, directors, consultants and
advisors who are expected to contribute to the Company's future growth and
success, other than persons who have irrevocably elected not to be eligible, are
eligible to be Participants in the Plan. Incentive Stock Options may be awarded
only to persons eligible to receive Incentive Stock Options under the Code.

<PAGE>

5.       Stock Available for Awards
         --------------------------

         (a) Subject to adjustment under subsection (b) below, Awards may be
made under the Plan for up to 2,525,500 shares of Common Stock. If any Award in
respect of shares of Common Stock expires or is terminated unexercised or is
forfeited for any reason or settled in a manner that results in fewer shares
outstanding than were initially awarded, the shares subject to such Award or so
surrendered, as the case may be, to the extent of such expiration, termination,
forfeiture or decrease, shall again be available for award under the Plan,
subject, however, in the case of Incentive Stock Options, to any limitation
required under the Code and provided that shares made available pursuant to this
sentence shall be available for Awards to Reporting Persons only to the extent
consistent with Rule 16b-3. Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.

         (b) In the event that the Board, in its sole discretion, determines
that any stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or other
similar transaction affects the Common Stock such that an adjustment is required
in order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board, subject, in the case of Incentive
Stock Options, to any limitation required under the Code, shall equitably adjust
any or all of (i) the number and kind of shares in respect of which Awards may
be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards, and (iii) the award, exercise or conversion price with
respect to any of the foregoing, and if considered appropriate, the Board may
make provision for a cash payment with respect to an outstanding Award, provided
that the number of shares subject to any Award shall always be a whole number.

         (c) The Board may grant Awards under the Plan in substitution for stock
and stock based awards held by employees of another corporation who concurrently
become employees of the Company as a result of a merger or consolidation of the
employing corporation with the Company (or a subsidiary of the Company) or the
acquisition by the Company (or a subsidiary of the Company) of property or stock
of the employing corporation. The substitute Awards shall be granted on such
terms and conditions as the Board considers appropriate in the circumstances.

6.       Stock Options
         -------------

         (a) General

             (i)  Subject to the provisions of the Plan, the Board may award
Incentive Stock Options and Nonstatutory Stock Options, and determine the
number of shares of Common Stock to be covered by each Option, the option price
of such Option and the conditions and limitations applicable to the exercise of
such Option. The terms and conditions of Incentive Stock Options shall be
subject to and comply with Section 422 of the Code, or any successor provision,
and any regulations thereunder.

             (ii) The Board shall establish the exercise price at the time each
option is awarded. In the case of Incentive Stock options, such price shall not
be less than 100% of the Fair Market Value of the Common Stock on the date
of award.

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                  (iii) Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
Award or thereafter. The Board may impose such conditions with respect to the
exercise of options, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.

                  (iv)  Options granted under the Plan may provide for the
payment of the exercise price by delivery of cash or check in an amount equal to
the exercise price of such options or, to the extent permitted by the Board at
or after the award of the Option, by (A) delivery of shares of Common Stock
owned by the optionee for at least six months (or such shorter period as is
approved by the Board), valued at their Fair Market Value, (B) delivery of a
promissory note of the optionee to the Company on terms determined by the Board,
(C) delivery of an irrevocable undertaking by a broker to deliver promptly to
the Company sufficient funds to pay the exercise price or delivery of
irrevocable instructions to a broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price, (D) payment of such other lawful
consideration as the Board may determine, or (E) any combination of the
foregoing.

                  (v)   The Board may provide for the automatic award of an
option upon the delivery of shares to the Company in payment of the exercise
price of an Option for up to the number of shares so delivered.

                  (vi)  The Board may at any time accelerate the time at which
all or any part of an Option may be exercised:

         (b)      Incentive Stock Options
                  -----------------------

                  Options granted under the Plan which are intended to be
Incentive Stock options shall be subject to the following additional terms and
conditions:

                  (i)   All Incentive Stock Options granted under the Plan
shall, at the time of grant, be specifically designated as such in the option
agreement covering such Incentive Stock Options. The option exercise period
shall not exceed ten years from the date of grant.

                  (ii)  If any employee to whom an Incentive Stock Option is to
be granted under the Plan is, at the time of the grant of such option, the owner
of stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company (after taking into account the attribution of
stock ownership rule of Section 424(b) and of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:

                           (x)  The purchase price per share of the Common Stock
         subject to such Incentive Stock Option shall not be less than 110% of
         the Fair Market Value of one share of Common Stock at the time of
         grant; and

                           (y)  The option exercise period shall not exceed five
         years from the date of grant.

                  (iii) For so long as the Code shall so provide, options
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended

<PAGE>

to constitute Incentive Stock Options shall not constitute Incentive Stock
Options to the extent that such options, in the aggregate, become exercisable
for the first time in any one calendar year for shares of Common Stock with an
aggregate Fair Market Value (determined as of the respective date or dates of
grant) of more than $100,000.

                  (iv)  No Incentive Stock Option may be exercised unless, at
the time of such exercise, the Participant is, and has been continuously since
the date of grant of his or her option, employed by the Company, except that:

                           (x) an Incentive Stock Option may be exercised within
         the period of three months after the date the Participant ceases to be
         an employee of the Company (or within such lesser period as may be
         specified in the applicable option agreement), provided, that the
                                                        --------
         agreement with respect to such option may designate a longer exercise
         period and that the exercise after such three-month period shall be
         treated as the exercise of a Nonstatutory Stock option under the Plan;

                           (y) if the Participant dies while in the employ of
         the Company, or within three months after the Participant ceases to be
         such an employee, the Incentive Stock Option may be exercised by the
         Participant's Designated Beneficiary within the period of one year
         after the date of death (or within such lesser period as may be
         specified in the applicable Option agreement); and

                           (z) if the Participant becomes disabled (within the
         meaning of Section 22(e)(3) of the Code or any successor provision
         thereto) while in the employ of the Company, the Incentive Stock Option
         may be exercised within the period of one year after the date of
         disability (or within such lesser period as may be specified in the
         applicable option agreement).

For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

                  (v)   Incentive Stock Options and all options granted to
Reporting Persons, shall not be assignable or transferable by the person to whom
they are granted, either voluntarily or by operation of law, except by will or
the laws of descent and distribution, and, during the life of the optionee,
shall be exercisable only by the optionee.

7.       Restricted and Unrestricted Stock
         ---------------------------------

         (a)      The Board may grant Restricted Stock Awards entitling
recipients to acquire shares of Common Stock, subject to the right of the
Company to repurchase all or part of such shares at their purchase price (or
to require forfeiture of such shares if purchased at no cost) from the recipient
in the event that conditions specified by the Board in the applicable Award are
not satisfied prior to the end of the applicable Restricted Period or Restricted
Periods established by the Board for such Award. Conditions for repurchase (or
forfeiture) may be based on continuing employment or service or achievement of
pre-established performance or other goals and objectives.

<PAGE>

         (b) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Board, during the
applicable Restricted Period. Shares of Restricted Stock shall be evidenced in
such manner as the Board may determine. Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the Restricted Period, the Company (or such
designee) shall deliver such certificates to the Participant or if the
Participant has died, to the Participant's Designated Beneficiary.

         (c) The Board may, in its sole discretion, grant (or sell at a purchase
price determined by the Board, which shall not be lower than 85% of Fair Market
Value on the date of sale) to Participants shares of Common Stock free of any
restrictions under the Plan ("Unrestricted Stock").

         (d) The purchase price for each share of Restricted Stock and
Unrestricted Stock shall be determined by the Board of Directors and may not be
less than the par value of the Common Stock. Such purchase price may be paid in
the form of past services or such other lawful consideration as is determined by
the Board.

         (e) The Board may at any time accelerate the expiration of the
Restricted Period applicable to all, or any particular, outstanding shares of
Restricted Stock.

8.       General Provisions Applicable to Awards
         ---------------------------------------

         (a) Applicability of Rule 16b-3. Those provisions of the Plan which
             ---------------------------
make an express reference to Rule 16b-3 shall apply to the Company only at such
time as the Company's Common Stock is registered under the Exchange Act, or any
successor provision, and then only to Reporting Persons.

         (b) Reporting Person Limitations. Notwithstanding any other provision
             ----------------------------
of the Plan, to the extent required to qualify for the exemption provided by
Rule 16b-3, (i) any Option or other similar right related to an equity security
issued under the Plan to a Reporting Person shall not be transferable other than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I or the Employee
Retirement Income Security Act ("ERISA"), or the rules thereunder, and shall be
exercisable during the Participant's lifetime only by the Participant or the
Participant's guardian or legal representative, and (ii) the selection of a
Reporting Person as a Participant and the terms of his or her Award shall be
determined only in accordance with the applicable provisions of Rule 16b-3.

         (c) Documentation. Each Award under the Plan shall be evidenced by an
             -------------
instrument delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Board considers necessary or advisable. Such
instruments may be in the form of agreements to be executed by both the Company
and the Participant, or certificates, letters or similar documents, acceptance
of which will evidence agreement to the terms thereof and of this Plan.

<PAGE>

         (d) Board Discretion. Except as otherwise provided by the Plan, each
             ----------------
type of Award may be made alone, in addition to or in relation to any other type
of Award. The terms of each type of Award need not be identical, and the Board
need not treat Participants uniformly. Except as otherwise provided by the Plan
or a particular Award, any determination with respect to an Award may be made by
the Board at the time of award or at any time thereafter.

         (e) Termination of Status. Subject to the provisions of Section
             ---------------------
6(b)(iv), the Committee shall determine the effect on an Award of the
disability, death, retirement, authorized leave of absence or other termination
of employment or other status of a Participant and the extent to which, and the
period during which, the Participant's legal representative, guardian or
Designated Beneficiary may exercise rights under such Award.

         (f) Mergers, Etc. In the event of a consolidation, merger or other
             ------------
reorganization in which all of the outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity (an "Acquisition") or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions as to outstanding Awards: (i)
provide that such Awards shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof) on such terms as the Board determines to be appropriate, (ii)
upon written notice to Participants, provide that all unexercised options will
terminate immediately prior to the consummation of such transaction unless
exercised by the Participant within a specified period following the date of
such notice, (iii) in the event of an Acquisition under the terms of which
holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the Acquisition (the
"Acquisition Price"), make or provide for a cash payment to Participants equal
to the difference between (A) the Acquisition Price times the number of shares
of Common Stock subject to outstanding options (to the extent then exercisable
at prices not in excess of the Acquisition Price) and (B) the aggregate exercise
price of all such outstanding options in exchange for the termination of such
options, and (iv) provide that all or any outstanding Awards shall become
exercisable or realizable in full prior to the effective date of such
Acquisition.

         (g) Withholding. The Participant shall pay to the Company, or make
             -----------
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in respect of Awards under the Plan no later than the date of the
event creating the tax liability. In the Board's discretion, and subject to such
conditions as the Board may establish, such tax obligations may be paid in whole
or in part in shares of Common Stock, including shares retained from the Award
creating the tax obligation, valued at their Fair Market Value. The Company may,
to the extent permitted by law, deduct any such tax obligations from any payment
of any kind otherwise due to the Participant.

         (h) Foreign Nationals. Awards may be made to Participants who are
             -----------------
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Board considers
necessary or advisable to achieve the purposes of the Plan or comply with
applicable laws.

<PAGE>

         (i) Amendment of Award. The Board may amend, modify or terminate any
             ------------------
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

         (j) Cancellation and New Grant of Options. The Board of Directors shall
             -------------------------------------
have the authority to effect, at any time and from time to time, with the
consent of the affected optionees, (i) the cancellation of any or all
outstanding options under the Plan and the grant in substitution therefor of new
Options under the Plan covering the same or different numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the exercise price per share of the cancelled options or (ii) the
amendment of the terms of any and all outstanding options under the Plan to
provide an option exercise price per share which is higher or lower than the
then current exercise price per share of such outstanding Options.

         (k) Conditions on Delivery of Stock. The Company will not be obligated
             -------------------------------
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan (i) until all
conditions of the Award have been satisfied or removed, (ii) until, in the
opinion of the Company's counsel, all applicable federal and state laws and
regulations have been complied with, (iii) if the outstanding Common Stock is
a-t the time listed on any stock exchange, until the shares to be delivered have
been listed or authorized to be listed on such exchange upon official notice of
notice of issuance, and (iv) until all other legal matters in connection with
the issuance and delivery of such shares have been approved by the Company's
counsel. If the sale of Common Stock has not been registered under the
Securities Act of 1933, as amended, the Company may require, as a condition to
exercise of the Award, such representations or agreements as the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Common Stock bear an appropriate legend restricting
transfer.

9.       Miscellaneous
         -------------

         (a) No Right To Employment or Other Status. No person shall have any
             --------------------------------------
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or service
for the Company. The Company expressly reserves the right at any time to dismiss
a Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.

         (b) No Rights As Stockholder. Subject to the provisions of the
             ------------------------
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the record holder thereof.

         (c) Exclusion from Benefit Computations. No amounts payable upon
             -----------------------------------
exercise of Awards granted under the Plan shall be considered salary, wages or
compensation to Participants for purposes of determining the amount or nature of
benefits that Participants are entitled to under any insurance, retirement or
other benefit plans or programs of the Company.

<PAGE>

         (d) Effective Date and Term. The Plan became effective on June 7, 1994,
             -----------------------
the date it was adopted by the Board of Directors, but no Incentive Stock Option
granted under the Plan shall become exercisable unless and until the Plan shall
have been approved by the Company's stockholders. If such stockholder approval
is not obtained within twelve months after the date of the Board's adoption of
the Plan, no options previously granted under the Plan shall be deemed to be
Incentive Stock Options and no Incentive Stock Options shall be granted
thereafter. No Award may be made under the Plan after June 6, 2004, but Awards
previously granted may extend beyond that date.

         (e) Amendment of Plan. The Board may amend, suspend or terminate the
             -----------------
Plan or any portion thereof at any time, provided that no amendment shall be
made without stockholder approval if such approval is necessary to comply with
any applicable tax or regulatory requirement, including any requirements for
compliance with Rule 16b-3. Amendments requiring stockholder approval shall
become effective when adopted by the Board of Directors, but no Incentive Stock
Option granted after the date of such amendment shall become exercisable (to the
extent that such amendment to the Plan was required to enable the Company to
grant such Incentive Stock Option to a particular Participant) unless and until
such amendment shall have been approved by the Company's stockholders. If such
stockholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Incentive Stock options granted on or after the
date of such amendment shall terminate to the extent that such amendment to the
Plan was required to enable the Company to grant such option to a particular
Participant.

         (f) Governing Law.  The provisions of the Plan shall be governed by and
             -------------
interpreted in accordance with the laws of the Commonwealth of Massachusetts.





<PAGE>

                                  AMENDMENT TO
                            1994 STOCK INCENTIVE PLAN
                                       OF
                                OPEN MARKET, INC.

         Section 5 of the 1994 Stock Incentive Plan (the "Plan") be and hereby
is amended by deleting the first sentence of Section 5(a) thereof in its
entirety and inserting in lieu thereof the following:

         "(a)  Subject to adjustment under subsection (b) below, Awards may be
               made under the Plan for up to 2,542,000 shares of Common Stock."





<PAGE>

                                  AMENDMENT TO
                            1994 STOCK INCENTIVE PLAN
                                       OF
                                OPEN MARKET, INC.

         Section 5 of the 1994 Stock Incentive Plan (the "Plan") be and hereby
is amended by deleting the first sentence of Section 5(a) thereof in its
entirety and inserting in lieu thereof the following:

         "(a)  Subject to adjustment under subsection (b) below, Awards may be
               made under the Plan for up to 3,242,000 shares of Common Stock."





<PAGE>

                                  AMENDMENT TO
                            1994 STOCK INCENTIVE PLAN
                                       OF
                                OPEN MARKET, INC.

         Section 8 of the 1994 Stock Incentive Plan .(the "Plan") be and hereby
is amended by deleting clause (ii) of Section 8(f) thereof in its entirety and
inserting in lieu thereof the following:

         "(ii) upon written notice to Participants, provide that all unexercised
         Options, whether or not exercisable, will be exercisable in full prior
         to the effective date of such Acquisition and will terminate
         immediately prior to the consummation of such transaction unless
         exercised by the Participant within a specified period following the
         date of such notice,"

<PAGE>

                                  AMENDMENT TO
                            1994 STOCK INCENTIVE PLAN
                                       OF
                                OPEN MARKET, INC.

RESOLVED: That the 1994 Stock Incentive Plan of the Corporation (the "Plan") be
          and hereby is amended to increase the number of shares of Common Stock
          which may be issued under the Plan from 9,726,000 shares to 11,001,000
          shares.

<PAGE>

                                  AMENDMENT TO
                            1994 STOCK INCENTIVE PLAN
                                       OF
                                OPEN MARKET, INC.

RESOLVED: That the 1994 Stock Incentive Plan of the Corporation (the "Plan") be
          and hereby is amended to increase the number of shares of Common Stock
          which may be issued under the Plan from 11,001,000 shares to
          12,501,000 shares.

<PAGE>

                                  AMENDMENT TO
                            1994 STOCK INCENTIVE PLAN
                                       OF
                                OPEN MARKET, INC.

RESOLVED: That the 1994 Stock Incentive Plan of the Corporation (the "Plan") be
          and hereby is amended to increase the number of shares of Common Stock
          which may be issued under the Plan from 12,501,000 shares to
          13,001,000 shares.

<PAGE>

                                  AMENDMENT TO
                            1994 STOCK INCENTIVE PLAN
                              OF OPEN MARKET, INC.
                                  May 21, 1997

RESOLVED: That the 1994 Stock Incentive Plan of the Corporation (the "Plan") be
          and is hereby amended (i) to increase the number of shares of Common
          Stock which may be issued under the Plan from 13,001,000 shares to
          15,201,000 shares and (ii) to limit the number of shares which may be
          granted to any participant in a calendar year to 1,000,000 shares, so
          as to comply with Section 162(m) of the Internal Revenue Code of 1986,
          as amended.

<PAGE>

                                  AMENDMENT TO
                            1994 STOCK INCENTIVE PLAN
                              OF OPEN MARKET, INC.

                                  May 20, 1998

RESOLVED: That the 1994 Stock Incentive Plan of the Corporation (the "Plan") be
          and is hereby amended to increase the number of shares of Common Stock
          which may be issued under the Plan from 15,201,000 to 19,201,000.