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                                                                     Exhibit 4.5

                            ACT MANUFACTURING, INC.

                  SECOND AMENDED AND RESTATED 1995 STOCK PLAN

  1. Purpose. The purpose of this Second Amended and Restated 1995 Stock Plan
(the "Plan") is to encourage employees of ACT Manufacturing, Inc. (the
"Company") and of any present or future parent or subsidiary of the Company
(collectively, "Related Corporations") and other individuals who render
services to the Company or a Related Corporation, by providing opportunities
to participate in the ownership of the Company and its future growth through
(a) the grant of options which qualify as "incentive stock options" ("ISOs")
under Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"); (b) the grant of options which do not qualify as ISOs ("Non-Qualified
Options"); (c) awards of stock in the Company ("Awards"); and (d)
opportunities to make direct purchases of stock in the Company ("Purchases").
Both ISOs and Non-Qualified Options are referred to hereafter individually as
an "Option" and collectively as "Options." Options, Awards and authorizations
to make Purchases are referred to hereafter collectively as "Stock Rights." As
used herein, the terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation," respectively, as those terms are defined in Section
424 of the Code.

  2. Administration of the Plan.

    A. Board or Committee Administration. The Plan shall be administered by
  the Board of Directors of the Company (the "Board") or by a committee
  appointed by the Board (the "Committee"); provided that the Plan shall be
  administered: (i) to the extent required by applicable regulations under
  Section 162(m) of the Code, by two or more "outside directors" (as defined
  in applicable regulations thereunder) and (ii) to the extent required by
  Rule 16b-3 promulgated under the Securities Exchange Act of 1934 or any
  successor provision ("Rule 16b-3"), by a disinterested administrator or
  administrators within the meaning of Rule 16b-3. Hereinafter, all
  references in this Plan to the "Committee" shall mean the Board if no
  Committee has been appointed. Subject to ratification of the grant or
  authorization of each Stock Right by the Board (if so required by
  applicable state law), and subject to the terms of the Plan, the Committee
  shall have the authority to (i) determine to whom (from among the class of
  employees eligible under paragraph 3 to receive ISOs) ISOs shall be
  granted, and to whom (from among the class of individuals and entities
  eligible under paragraph 3 to receive Non-Qualified Options and Awards and
  to make Purchases) Non-Qualified Options, Awards and authorizations to make
  Purchases may be granted; (ii) determine the time or times at which Options
  or Awards shall be granted or Purchases made; (iii) determine the purchase
  price of shares subject to each Option or Purchase, which prices shall not
  be less than the minimum price specified in paragraph 6; (iv) determine
  whether each Option granted shall be an ISO or a Non-Qualified Option;
  (v) determine (subject to paragraph 7) the time or times when each Option
  shall become exercisable and the duration of the exercise period; (vi)
  extend the period during which outstanding Options may be exercised; (vii)
  determine whether restrictions such as repurchase options are to be imposed
  on shares subject to Options, Awards and Purchases and the nature of such
  restrictions, if any, and (viii) interpret the Plan and prescribe and
  rescind rules and regulations relating to it. If the Committee determines
  to issue a Non-Qualified Option, it shall take whatever actions it deems
  necessary, under Section 422 of the Code and the regulations promulgated
  thereunder, to ensure that such Option is not treated as an ISO. The
  interpretation and construction by the Committee of any provisions of the
  Plan or of any Stock Right granted under it shall be final unless otherwise
  determined by the Board. The Committee may from time to time adopt such
  rules and regulations for carrying out the Plan as it may deem advisable.
  No member of the Board or the


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  Committee shall be liable for any action or determination made in good
  faith with respect to the Plan or any Stock Right granted under it.

    B. Committee Actions. The Committee may select one of its members as its
  chairman, and shall hold meetings at such time and places as it may
  determine. A majority of the Committee shall constitute a quorum and acts
  of a majority of the members of the Committee at a meeting at which a
  quorum is present, or acts reduced to or approved in writing by all the
  members of the Committee (if consistent with applicable state law), shall
  be the valid acts of the Committee. From time to time the Board may
  increase the size of the Committee and appoint additional members thereof,
  remove members (with or without cause) and appoint new members in
  substitution therefor, fill vacancies however caused, or remove all members
  of the Committee and thereafter directly administer the Plan.

    C. Grant of Stock Rights to Board Members. Subject to the provisions of
  the first sentence of paragraph 2(A) above, if applicable, Stock Rights may
  be granted to members of the Board. All grants of Stock Rights to members
  of the Board shall in all other respects be made in accordance with the
  provisions of this Plan applicable to other eligible persons. Consistent
  with the provisions of the first sentence of Paragraph 2(A) above, members
  of the Board who either (i) are eligible to receive grants of Stock Rights
  pursuant to the Plan or (ii) have been granted Stock Rights may vote on any
  matters affecting the administration of the Plan or the grant of any Stock
  Rights pursuant to the Plan, except that no such member shall act upon the
  granting to himself or herself of Stock Rights, but any such member may be
  counted in determining the existence of a quorum at any meeting of the
  Board during which action is taken with respect to the granting to such
  member of Stock Rights.

  3. Eligible Employees and Others. ISOs may be granted only to employees of
the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, nor disqualify such individual or entity from,
participation in any other grant of Stock Rights.

  4. Stock. The stock subject to Stock Rights shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner.
The aggregate number of shares which may be issued pursuant to the Plan is
3,250,000, subject to adjustment as provided in paragraph 13. If any Stock
Right granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable
in whole or in part or shall be repurchased by the Company, the shares of
Common Stock subject to such Stock Right shall again be available for grants
of Stock Rights under the Plan.

  No employee of the Company or any Related Corporation may be granted Options
to acquire, in the aggregate, more than 3,249,000 shares of Common Stock under
the Plan. If any Option granted under the Plan shall expire or terminate for
any reason without having been exercised in full or shall cease for any reason
to be exercisable in whole or in part or shall be repurchased by the Company,
the shares subject to such Option shall be included in the determination of
the aggregate number of shares of Common Stock deemed to have been granted to
such employee under the Plan.

  5. Granting of Stock Rights. Stock Rights may be granted under the Plan at
any time on or after February 8, 1995 and prior to February 8, 2005. The date
of grant of a Stock Right under the Plan will be the


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date specified by the Committee at the time it grants the Stock Right;
provided, however, that such date shall not be prior to the date on which the
Committee acts to approve the grant.

  6. Minimum Option Price; ISO Limitations.

    A. Price for Non-Qualified Options, Awards and Purchases. The exercise
  price per share specified in the agreement relating to each Non-Qualified
  Option granted, and the purchase price per share of stock granted in any
  Award or authorized as a Purchase, under the Plan shall in no event be less
  than the minimum legal consideration required therefor under the laws of
  any jurisdiction in which the Company or its successors in interest may be
  organized. Stock Rights granted under the Plan may be exercisable only upon
  the attainment of a pre-established, objective performance goal established
  by the Committee. If the Committee grants Stock Rights under the Plan, such
  grants may be submitted for, and may be contingent upon, shareholder
  approval if the Committee so determines in accordance with the regulations
  established under Section 162(m) of the Code.

    B. Price for ISOs. The exercise price per share specified in the
  agreement relating to each ISO granted under the Plan shall not be less
  than the fair market value per share of Common Stock on the date of such
  grant. In the case of an ISO to be granted to an employee owning stock
  possessing more than ten percent (10%) of the total combined voting power
  of all classes of stock of the Company or any Related Corporation, the
  price per share specified in the agreement relating to such ISO shall not
  be less than one hundred ten percent (110%) of the fair market value per
  share of Common Stock on the date of grant. For purposes of determining
  stock ownership under this paragraph, the rules of Section 424(d) of the
  Code shall apply.

    C. $100,000 Annual Limitation on ISO Vesting. Each eligible employee may
  be granted Options treated as ISOs only to the extent that, in the
  aggregate under this Plan and all incentive stock option plans of the
  Company and any Related Corporation, ISOs do not become exercisable for the
  first time by such employee during any calendar year with respect to stock
  having a fair market value (determined at the time the ISOs were granted)
  in excess of $100,000. The Company intends to designate any Options granted
  in excess of such limitation as Non-Qualified Options.

    D. Determination of Fair Market Value. If, at the time an Option is
  granted under the Plan, the Company's Common Stock is publicly traded,
  "fair market value" shall be determined as of the last business day for
  which the prices or quotes discussed in this sentence are available prior
  to the date such Option is granted and shall mean (i) the average (on that
  date) of the high and low prices of the Common Stock on the principal
  national securities exchange on which the Common Stock is traded, if the
  Common Stock is then traded on a national securities exchange; or (ii) the
  last reported sale price (on that date) of the Common Stock on the Nasdaq
  National Market, if the Common Stock is not then traded on a national
  securities exchange; or (iii) the closing bid price (or average of bid
  prices) last quoted (on that date) by an established quotation service for
  over-the-counter securities, if the Common Stock is not reported on the
  Nasdaq National Market. If the Common Stock is not publicly traded at the
  time an Option is granted under the Plan, "fair market value" shall mean
  the fair value of the Common Stock as determined by the Committee after
  taking into consideration all factors which it deems appropriate,
  including, without limitation, recent sale and offer prices of the Common
  Stock in private transactions negotiated at arm's length.

  7. Option Duration. Subject to earlier termination as provided in paragraphs
9 and 10 or in the agreement relating to such Option, each Option shall expire
on the date specified by the Committee, but not more


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than (i) ten years from the date of grant in the case of Options generally and
(ii) five years from the date of grant in the case of ISOs granted to an
employee owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Related
Corporation, as determined under paragraph 6(B). Subject to earlier
termination as provided in paragraphs 9 and 10, the term of each ISO shall be
the term set forth in the original instrument granting such ISO, except with
respect to any part of such ISO that is converted into a Non-Qualified Option
pursuant to paragraph 16.

  8. Exercise of Option. Subject to the provisions of paragraphs 9 through 12,
each Option granted under the Plan shall be exercisable as follows:

    A. Vesting. The Option shall either be fully exercisable on the date of
  grant or shall become exercisable thereafter in such installments as the
  Committee may specify.

    B. Full Vesting of Installments. Once an installment becomes exercisable
  it shall remain exercisable until expiration or termination of the Option,
  unless otherwise specified by the Committee.

    C. Partial Exercise. Each Option or installment may be exercised at any
  time or from time to time, in whole or in part, for up to the total number
  of shares with respect to which it is then exercisable.

    D. Acceleration of Vesting. The Committee shall have the right to
  accelerate the date that any installment of any Option becomes exercisable;
  provided that the Committee shall not, without the consent of an optionee,
  accelerate the permitted exercise date of any installment of any Option
  granted to any employee as an ISO (and not previously converted into a Non-
  Qualified Option pursuant to paragraph 16) if such acceleration would
  violate the annual vesting limitation contained in Section 422(d) of the
  Code, as described in paragraph 6(C).

  9. Termination of Employment. Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall
become exercisable, and his or her ISOs shall terminate on the earlier of (a)
ninety (90) days after the date of termination of his or her employment, or
(b) their specified expiration dates, except to the extent that such ISOs (or
unexercised installments thereof) have been converted into Non-Qualified
Options pursuant to paragraph 16. For purposes of this paragraph 9, employment
shall be considered as continuing uninterrupted during any bona fide leave of
absence (such as those attributable to illness, military obligations or
governmental service) provided that the period of such leave does not exceed
90 days or, if longer, any period during which such optionee's right to
reemployment is guaranteed by statute. A bona fide leave of absence with the
written approval of the Committee shall not be considered an interruption of
employment under this paragraph 9, provided that such written approval
contractually obligates the Company or any Related Corporation to continue the
employment of the optionee after the approved period of absence. ISOs granted
under the Plan shall not be affected by any change of employment within or
among the Company and Related Corporations, so long as the optionee continues
to be an employee of the Company or any Related Corporation. Nothing in the
Plan shall be deemed to give any grantee of any Stock Right the right to be
retained in employment or other service by the Company or any Related
Corporation for any period of time.

  10. Death; Disability.

    A. Death. If an ISO optionee ceases to be employed by the Company and all
  Related Corporations by reason of his or her death, any ISO owned by such
  optionee may be exercised, to the extent otherwise exercisable on the date
  of death, by the estate, personal representative or beneficiary who has
  acquired the


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  ISO by will or by the laws of descent and distribution, until the earlier
  of (i) the specified expiration date of the ISO or (ii) 180 days from the
  date of the optionee's death.

    B. Disability. If an ISO optionee ceases to be employed by the Company
  and all Related Corporations by reason of his or her disability, such
  optionee shall have the right to exercise any ISO held by him or her on the
  date of termination of employment, for the number of shares for which he or
  she could have exercised it on that date, until the earlier of (i) the
  specified expiration date of the ISO or (ii) 180 days from the date of the
  termination of the optionee's employment. For the purposes of the Plan, the
  term "disability" shall mean "permanent and total disability" as defined in
  Section 22(e)(3) of the Code or any successor statute.

  11. Assignability. No Stock Right shall be assignable or transferable by the
grantee except by will, by the laws of descent and distribution or, in the
case of Non-Qualified Options only, pursuant to a valid domestic relations
order. Except as set forth in the previous sentence, during the lifetime of a
grantee each Stock Right shall be exercisable only by such grantee.

  12. Terms and Conditions of Options. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any Non-
Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as
the Committee may determine. The Committee may from time to time confer
authority and responsibility on one or more of its own members and/or one or
more officers of the Company to execute and deliver such instruments. The
proper officers of the Company are authorized and directed to take any and all
action necessary or advisable from time to time to carry out the terms of such
instruments.

  13. Adjustments. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company
relating to such Option:

    A. Stock Dividends and Stock Splits. If the shares of Common Stock shall
  be subdivided or combined into a greater or smaller number of shares or if
  the Company shall issue any shares of Common Stock as a stock dividend on
  its outstanding Common Stock, the number of shares of Common Stock
  deliverable upon the exercise of Options shall be appropriately increased
  or decreased proportionately, and appropriate adjustments shall be made in
  the purchase price per share to reflect such subdivision, combination or
  stock dividend. Notwithstanding the foregoing, no adjustment shall be made
  for the 280-for-1 stock split in the form of a 279-for-1 stock dividend
  adopted by the Board on February 8, 1995.

    B. Consolidations or Mergers. If the Company is to be consolidated with
  or acquired by another entity in a merger, sale of all or substantially all
  of the Company's assets or otherwise (an "Acquisition"), the Committee or
  the board of directors of any entity assuming the obligations of the
  Company hereunder (the "Successor Board"), shall, as to outstanding
  Options, either (i) make appropriate provision for the continuation of such
  Options by substituting on an equitable basis for the shares then subject
  to such Options either (a) the consideration payable with respect to the
  outstanding shares of Common Stock in connection with the Acquisition, (b)
  shares of stock of the surviving corporation or (c) such other securities
  as the Successor Board deems appropriate, the fair market value of which
  shall not materially exceed the fair market value of the shares of Common
  Stock subject to such Options immediately preceding the Acquisition; or
  (ii) upon written notice to the optionees, provide that all Options must be
  exercised, to the


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  extent then exercisable, within a specified number of days of the date of
  such notice, at the end of which period the Options shall terminate; or
  (iii) terminate all Options in exchange for a cash payment equal to the
  excess of the fair market value of the shares subject to such Options (to
  the extent then exercisable) over the exercise price thereof.

    C. Recapitalization or Reorganization. In the event of a recapitalization
  or reorganization of the Company (other than a transaction described in
  subparagraph B above) pursuant to which securities of the Company or of
  another corporation are issued with respect to the outstanding shares of
  Common Stock, an optionee upon exercising an Option shall be entitled to
  receive for the purchase price paid upon such exercise the securities he or
  she would have received if he or she had exercised such Option prior to
  such recapitalization or reorganization.

    D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
  made pursuant to subparagraphs A, B or C with respect to ISOs shall be made
  only after the Committee, after consulting with counsel for the Company,
  determines whether such adjustments would constitute a "modification" of
  such ISOs (as that term is defined in Section 424 of the Code) or would
  cause any adverse tax consequences for the holders of such ISOs. If the
  Committee determines that such adjustments made with respect to ISOs would
  constitute a modification of such ISOs or would cause adverse tax
  consequences to the holders, it may refrain from making such adjustments.

    E. Dissolution or Liquidation. In the event of the proposed dissolution
  or liquidation of the Company, each Option will terminate immediately prior
  to the consummation of such proposed action or at such other time and
  subject to such other conditions as shall be determined by the Committee.

    F. Issuances of Securities. Except as expressly provided herein, no
  issuance by the Company of shares of stock of any class, or securities
  convertible into shares of stock of any class, shall affect, and no
  adjustment by reason thereof shall be made with respect to, the number or
  price of shares subject to Options. No adjustments shall be made for
  dividends paid in cash or in property other than securities of the Company.

    G. Fractional Shares. No fractional shares shall be issued under the Plan
  and the optionee shall receive from the Company cash in lieu of such
  fractional shares.

    H. Adjustments. Upon the happening of any of the events described in
  subparagraphs A, B or C above, the class and aggregate number of shares set
  forth in paragraph 4 hereof that are subject to Stock Rights which
  previously have been or subsequently may be granted under the Plan shall
  also be appropriately adjusted to reflect the events described in such
  subparagraphs. The Committee or the Successor Board shall determine the
  specific adjustments to be made under this paragraph 13 and, subject to
  paragraph 2, its determination shall be conclusive.

  14. Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify
the number of shares as to which such Option is being exercised, accompanied
by full payment of the purchase price therefor either (a) in United States
dollars in cash or by check, (b) at the discretion of the Committee, through
delivery of shares of Common Stock having a fair market value equal as of the
date of the exercise to the cash exercise price of the Option, (c) at the
discretion of the Committee, by delivery of the grantee's personal recourse
note bearing interest payable not less than annually at no less than 100% of
the lowest applicable Federal rate, as defined in Section 1274(d) of the Code,
(d) at the discretion of the Committee and consistent with applicable law,
through the delivery of an assignment to the Company of a sufficient amount of
the proceeds from the sale of the


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Common Stock acquired upon exercise of the Option and an authorization to the
broker or selling agent to pay that amount to the Company, which sale shall be
at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d)
above. If the Committee exercises its discretion to permit payment of the
exercise price of an ISO by means of the methods set forth in clauses (b),
(c), (d) or (e) of the preceding sentence, such discretion shall be exercised
in writing at the time of the grant of the ISO in question. The holder of an
Option shall not have the rights of a shareholder with respect to the shares
covered by such Option until the date of issuance of a stock certificate to
such holder for such shares. Except as expressly provided above in paragraph
13 with respect to changes in capitalization and stock dividends, no
adjustment shall be made for dividends or similar rights for which the record
date is before the date such stock certificate is issued.

  15. Term and Amendment of Plan. The 1995 Stock Plan was adopted by the Board
and the stockholders of the Company on February 8, 1995 and amended by the
Company's stockholders on May 20, 1997. An Amended and Restated 1995 Stock
Plan was adopted by the Company's stockholders on July 29, 1999. This Plan was
adopted by the Board of the Company on April 4, 2001. The Plan shall expire at
the end of the day on February 7, 2005 (except as to Options outstanding on
that date). Subject to the provisions of paragraph 5 above, Options may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, without the approval of the stockholders obtained within 12 months
before or after the Board adopts a resolution authorizing any of the following
actions: (a) the total number of shares that may be issued under the Plan may
not be increased (except by adjustment pursuant to paragraph 13); (b) the
benefits accruing to participants under the Plan may not be materially
increased; (c) the requirements as to eligibility for participation in the
Plan may not be materially modified; (d) the provisions of paragraph 3
regarding eligibility for grants of ISOs may not be modified; (e) the
provisions of paragraph 6(B) regarding the exercise price at which shares may
be offered pursuant to ISOs may not be modified (except by adjustment pursuant
to paragraph 13); (f) the expiration date of the Plan may not be extended; and
(g) the Board may not take any action which would cause the Plan to fail to
comply with Rule 16b-3. Except as otherwise provided in this paragraph 15, in
no event may action of the Board or stockholders alter or impair the rights of
a grantee, without such grantee's consent, under any Option previously granted
to such grantee.

  16. Conversion of ISOs into Non-Qualified Options. The Committee, at the
written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's
ISOs (or any installments or portions of installments thereof) that have not
been exercised on the date of conversion into Non-Qualified Options at any
time prior to the expiration of such ISOs, regardless of whether the optionee
is an employee of the Company or a Related Corporation at the time of such
conversion. Such actions may include, but shall not be limited to, extending
the exercise period or reducing the exercise price of the appropriate
installments of such ISOs. At the time of such conversion, the Committee (with
the consent of the optionee) may impose such conditions on the exercise of the
resulting Non-Qualified Options as the Committee in its discretion may
determine, provided that such conditions shall not be inconsistent with this
Plan. Nothing in the Plan shall be deemed to give any optionee the right to
have such optionee's ISOs converted into Non-Qualified Options, and no such
conversion shall occur until and unless the Committee takes appropriate
action.

  17. Application of Funds. The proceeds received by the Company from the sale
of shares pursuant to Options granted and Purchases authorized under the Plan
shall be used for general corporate purposes.

  18. Notice to Company of Disqualifying Disposition. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying


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Disposition (as described in Sections 421, 422 and 424 of the Code and
regulations thereunder) of any stock acquired pursuant to the exercise of ISOs
granted under the Plan. A Disqualifying Disposition is generally any
disposition occurring on or before the later of (a) the date two years
following the date the ISO was granted or (b) the date one year following the
date the ISO was exercised.

  19. Withholding of Additional Income Taxes. Upon the exercise of a Non-
Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of
restricted stock or securities acquired on the exercise of an Option
hereunder, or the making of a distribution or other payment with respect to
such stock or securities, the Company may withhold taxes in respect of amounts
that constitute compensation includible in gross income. The Committee in its
discretion may condition (i) the exercise of an Option, (ii) the grant of an
Award, (iii) the making of a Purchase of Common Stock for less than its fair
market value, or (iv) the vesting or transferability of restricted stock or
securities acquired by exercising an Option, on the grantee's making
satisfactory arrangement for such withholding. Such arrangement may include
payment by the grantee in cash or by check of the amount of the withholding
taxes or, at the discretion of the Committee, by the grantee's delivery of
previously held shares of Common Stock or the withholding from the shares of
Common Stock otherwise deliverable upon exercise of a Option shares having an
aggregate fair market value equal to the amount of such withholding taxes.

  20. Governmental Regulation. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

  Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that
exercise ISOs under the Plan, and the Company may be required to file tax
information returns reporting the income received by grantees of Options in
connection with the Plan.

  21. Governing Law. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of the
Commonwealth of Massachusetts, or the laws of any jurisdiction in which the
Company or its successors in interest may be organized.



