Stock Option and Tender Agreement

STOCKHOLDERS' STOCK TENDER AGREEMENT, dated as of , by and among , a Massachusetts corporation ("Parent"), , a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and each of (each a "Shareholder" and collectively, the "Shareholders").

W I T N E S S E T H :

WHEREAS, each Shareholder Beneficially Owns that number of shares of the common stock, $.001 par value per share (the "Common Stock"), of , a Delaware corporation (the "Company"), set forth opposite such Shareholder's name on Appendix A hereto;

WHEREAS, simultaneously with the execution of this Agreement, Parent, Purchaser and the Company are entering into an Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement") pursuant to which, among other things, Purchaser is agreeing to promptly commence a cash tender offer (the "Offer") to purchase all of the issued and outstanding shares of Common Stock;

WHEREAS, as an inducement and a condition to their willingness to enter into the Merger Agreement and incur the obligations set forth therein, Parent and Purchaser have requested that the Shareholders agree to tender their Shares and vote all such Shares in favor of the Merger;

1. Certain Definitions.

For purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise:

"Beneficially Own" or "Beneficial Ownership" shall mean, with respect to any securities, having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

"Option Expiration Date" shall mean the date after the termination of the Merger Agreement in accordance with Article VII thereof.

"Person" shall mean a natural person, corporation, partnership, joint venture, association, trust, limited liability company, business trust, joint stock company, unincorporated organization or other entity.

"Transfer" shall mean, with respect to a security, the sale, transfer, pledge, hypothecation, encumbrance, assignment or disposition of such security or the Beneficial Ownership thereof, the offer to make such a sale, transfer or other disposition, and the entering into of any option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

"Voting Period" shall mean the period from the date hereof until the termination of this Agreement in accordance with its terms.

2. Restrictions.

Until the termination of this Agreement in accordance with its terms, each of the Shareholders agrees not to, directly or indirectly, Transfer any Shares, grant proxies or enter into voting arrangements, or take any action that would make any representation or warranty untrue or cause a breach of obligations.

3. Tender of Shares.

Each Shareholder hereby agrees to validly tender or cause to be validly tendered, pursuant to and in accordance with the terms of the Offer, promptly after Purchaser commences the Offer, all of such Shareholder's Shares and to not withdraw such Shares unless the Merger Agreement shall be validly terminated.

4. No Solicitation of Competing Transaction.

Each Shareholder agrees not to initiate, solicit or encourage any Acquisition Proposal, or in the event of an unsolicited Acquisition Proposal, engage in negotiations or provide information to any Person other than Parent or Purchaser.

5. Voting of Shares; Proxy.

(a) During the Voting Period, at any meeting of the Company's stockholders or in connection with any written consent, each Shareholder shall vote all of such Shareholder's Shares in favor of the Merger and against actions that would impede or adversely affect the Offer or Merger.

(b) IRREVOCABLE PROXY. Each Shareholder appoints Parent's designees as the Shareholder's irrevocable proxy and attorney-in-fact to vote the Shares as indicated above.

6. Waiver of Appraisal or Dissenting Rights.

Each Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger under the General Corporation Law of the State of Delaware.

7. Waiver of Claims.

Each Shareholder hereby waives and relinquishes any claims, actions, recourse or other rights of any nature arising out of or relating to such Shareholder's ownership of the Shares, subject to the obligations of Parent and Purchaser.

8. Option.

(a) Each Shareholder hereby irrevocably grants Parent an option, exercisable only upon the events and subject to the conditions set forth herein, but in no event earlier than , to purchase any or all of such Shareholder's Shares at a purchase price per share equal to .

(b) Parent may exercise the Option if the Shareholder fails to comply with obligations or if the Offer is not consummated because of failure of conditions not caused by Parent or Purchaser.

(c) At the Closing, each Shareholder will deliver certificates representing the Shares purchased, and Parent shall deliver payment by wire transfer.

(d) If Parent later sells Shares within the applicable period in connection with an Acquisition Proposal, Parent shall pay the Shareholder a portion of the proceeds as described herein.

9. No Purchase.

Purchaser and Parent may allow the Offer to expire without accepting for payment or paying for any Shares and may allow the Option to expire without exercising it. If Shares are not accepted for payment, they shall be returned to the Shareholders.

10. Representations and Warranties of the Shareholders.

Each Shareholder represents and warrants to Parent and Purchaser as follows:

(a) Such Shareholder is the record holder of the Shares and Beneficially Owns the Shares, free and clear of claims, security interests, liens and encumbrances.

(b) Such Shareholder has the legal power, authority and capacity to execute and deliver this Agreement and perform its obligations hereunder.

(c) This Agreement constitutes the legal, valid and binding agreement of such Shareholder enforceable in accordance with its terms.

(d) This Agreement covers all of such Shareholder's Shares except for options to purchase shares of Common Stock granted by the Company to the Shareholder.

(e) This Agreement and the execution and delivery hereof by the Shareholder do not result in a violation, breach or default under any applicable obligation or law.

(f) To the knowledge of such Shareholder, the representations and warranties made by the Company in the Merger Agreement are true and correct in all material respects as of the date hereof.

11. Representations and Warranties of Parent and Purchaser.

Parent and Purchaser hereby represent and warrant to each Shareholder as follows:

(a) Each of Parent and Purchaser is duly organized and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to execute and deliver this Agreement.

(b) This Agreement has been duly and validly executed and delivered by Parent and Purchaser and constitutes a valid and binding agreement.

12. Termination.

This Agreement shall terminate on the earlier of the purchase by Purchaser of the Shares pursuant to the Offer or the Option Expiration Date.

13. Specific Performance.

The parties acknowledge that specific performance and injunctive relief may be necessary to enforce this Agreement.

14. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered as provided herein.

If to Parent:

Attention:

Telephone No.: Facsimile No.:

If to Shareholders:

15. Assignment.

Neither this Agreement nor any rights, interests or obligations hereunder shall be assigned without prior written consent, except as provided herein.

16. Amendments.

This Agreement may not be modified, amended, altered or supplemented except by a written agreement executed by the parties hereto.

17. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

18. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

19. Effect of Headings.

The headings herein are for reference purposes only and shall not affect the meaning or interpretation hereof.

20. Entire Agreement.

This Agreement constitutes the entire agreement among the parties and supersedes all prior agreements and understandings with respect to the subject matter hereof.

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IN WITNESS WHEREOF, this Agreement has been duly executed under seal and delivered by the parties hereto on the date first above written.

SHAREHOLDERS: