EPRESENCE INC
NON-STATUTORY OPTION AGREEMENT
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<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>dex103.txt
<DESCRIPTION>NON-STATUTORY OPTION AGREEMENT
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                                                                    EXHIBIT 10.3

                                ePRESENCE, INC.
                           2001 STOCK INCENTIVE PLAN

                      NON-STATUTORY STOCK OPTION AGREEMENT
                      ------------------------------------


     1.  GRANT OF OPTION.     ePresence, Inc., a Massachusetts corporation (the
"Company"), hereby grants to ((NAME)) (the "Optionee") an option, pursuant to
the Company's 2001 Stock Incentive Plan (the "Plan"), to purchase an aggregate
of ((NO)) shares of Common Stock ("Common Stock") of the Company at a price of
(($$)) per share, purchasable as set forth in and subject to the terms and
conditions of this option and the Plan. The date of grant of this option is
((DATE)). 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").

     2.  NON-STATUTORY STOCK OPTION.  This option is not intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

     3.  EXERCISE OF OPTION AND PROVISIONS FOR TERMINATION.
         -------------------------------------------------
         a.   Vesting Schedule.  Except as otherwise provided in this
Agreement, this option may be exercised prior to the tenth anniversary of the
date of grant (hereinafter the "Expiration Date") in installments as to not more
than the number of shares set forth in the table below during the respective
installment periods set forth in the table below.

                                         NUMBER OF SHARES AS TO
            EXERCISE PERIOD              WHICH OPTION IS EXERCISABLE
            ---------------              ---------------------------

         Vesting is variable depending upon the terms of the option.



The right of exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased at
any time prior to the Expiration Date or the earlier termination of this option.
This option may not be exercised at any time on or after the Expiration Date,
except as otherwise provided in Section 3 (e) below.

         b.   Exercise Procedure.  Subject to the conditions set forth in this
Agreement, this option shall be exercised by the Optionee's delivery of written
notice of exercise to the Treasurer of the Company, specifying the number of
shares to be purchased and the purchase price to be paid therefor and
accompanies by payment in full in accordance with Section 4.  Such exercise
shall be effective upon receipt by the Treasurer of the Company of such written
notice together with the required payment.  The Optionee may purchase less than
the number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole shares.
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         c.   Continuous Relationship with the Company Required.  Except as
otherwise provided in this Section 3, this option may not be exercised unless
the Optionee, at the time he or she exercises this option, is, and has been at
all times since the date of grant of this option, an employee of, officer or
director of, or consultant or advisor to, the Company (an "Eligible Optionee").

         d.   Termination of Relationship with the Company.  If the Optionee
ceases to be an Eligible Optionee for any reason, then, except as provided in
paragraphs (e) and (f) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Expiration Date),
provided that this option shall be exercisable only to the extent that the
Optionee was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Optionee, prior to the Expiration Date,
materially violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Optionee and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Optionee from the
Company describing such violation.

         e.   Exercise Period Upon Death or Disability.  If the Optionee dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Expiration Date while he or she is an Eligible Employee, or if the Optionee
dies within three months after the Optionee ceases to be an Eligible Optionee
(other than as the result of a termination of such relationship by the Company
for "cause" as specified in paragraph (f) below), this option shall be
exercisable, within the period of one year following the date of death or
disability of the Optionee (whether or not such exercise occurs before the
Expiration Date), by the Optionee or by the person to whom this option is
transferred by will or the laws of descent and distribution, provided that this
option shall be exercisable only to the extent that this option was exercisable
by the Optionee on the date of his or her cessation of employment with the
Company.  Except as otherwise indicated by the context, the term "Optionee", as
used in this option, shall be deemed to include the estate of the Optionee or
any person who acquires the right to exercise this option by bequest or
inheritance or otherwise by reason of the death of the Optionee.

         f.   Discharge for Cause.  If the Optionee, prior to the Expiration
Date, ceases his or her relationship with the Company because such relationship
is terminated by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon such cessation. "Cause"
shall mean willful misconduct by the Optionee or willful failure to perform his
or her responsibilities in the best interests of the Company (including, without
limitation, breach by the Optionee of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Optionee and the Company), as determined by the Company, which
determination shall be conclusive.

     4.  PAYMENT OF PURCHASE PRICE.
         --------------------------

         a.   Method of Payment.  Payment of the purchase price for shares
purchased upon exercise of this option shall be made by delivery of cash or
check (as determined by the Company in its sole discretion) in an amount equal
to the exercise price of such options or, with the prior consent of the Company
(which may be withheld in its sole discretion), by (A) delivery of vested shares
of Common Stock owned by the Optionee for at least six months, valued at their
fair market value, as determined pursuant to (b) below, (B) delivery of a
promissory note of the Optionee to the Company on terms determined by the
Compensation Committee of the


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Company's Board of Directors (the "Compensation Committee), (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 Compensation Committee may determine, or (E) any
combination of the foregoing.

         b.   Valuation of Shares or Other Non-Cash Consideration Tendered in
Payment of Purchase Price.     For the purchase hereof, the fair market value of
any share of the Company's Common Stock or other non-cash consideration which
may be delivered to the Company in exercise of this option shall be determined
in good faith or in the manner determined by the Compensation Committee of the
Company from time to time.

         c.   Delivery of Shares Tendered in Payment of Purchase Price.  If  the
Optionee exercises this option by delivery of shares of Common Stock of the
Company, the certificate or certificates representing the shares of Common Stock
of the Company to be delivered shall be duly executed in blank by the Optionee
or shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company.  Fractional shares of
Common Stock of the Company will not be accepted in payment of the purchase
price of shares acquired upon exercise of this option.


         d.   Restrictions on Use of Option Stock. Notwithstanding the
foregoing, no shares of Common Stock of the Company may be tendered in payment
of the purchase price of shares purchased upon exercise of this option if the
shares to be so tendered were acquired within six months before the date of such
tender. All shares tendered in payment of the purchase price must be fully
vested.

     5.  DELIVERY OF SHARES; COMPLIANCE WITH SECURITIES LAWS, ETC.
         ---------------------------------------------------------

         a.   General.  The Company will not be obligated to deliver any shares
of Stock pursuant to the Plan or to remove restriction from shares previously
delivered under the Plan (i) until all conditions of the option 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 Stock is at 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.

         b.   Listing, Qualification, etc.  This option shall be subject to the
requirements that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject hereto upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of non-
public information or the satisfaction of any other condition is necessary as a
condition of, or in connection with, the issuance or purchase of shares
hereunder, this option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, disclosure or
satisfaction of such other condition shall have been effected or obtained on
terms acceptable to the Compensation Committee.  Nothing herein shall be deemed
to require the Company to apply for, effect or obtain such listing,
registration, qualification or disclosure, or to satisfy such other condition.


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     6.  NON TRANSFERABILITY OF OPTION.  This option is personal and no rights
granted hereunder may be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) nor shall any such rights be
subject to execution, attachment or similar process, except that this option may
be transferred (i) by will or the laws of descent and distribution or (ii)
pursuant to a qualified domestic relations order as defined in Section 414 (p)
of the Code.  Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this option or of such rights contrary to the provisions
hereof, or upon the levy of any attachment or similar process upon this option
or such rights, this option and such rights shall, at the election of the
Company, become null and void.

     7.  NO SPECIAL EMPLOYMENT OR SIMILAR RIGHTS.  Nothing contained in the Plan
or this Option shall be construed or deemed by any person under any
circumstances to bind the Company to continue the employment or other
relationship of the Optionee with the Company for the period within which this
option may be exercised.  The Company expressly reserves the right at any time
to dismiss the Optionee free from any liability or claim under the Plan, except
as otherwise expressly provided in this Agreement.

     8.  RIGHTS AS A SHAREHOLDER.    The Optionee shall have no rights as a
shareholder with respect to any shares which may be purchased by exercise of
this option (including, without limitation, any rights to receive dividends or
non-cash distributions with respect to such shares) unless and until a
certificate representing such shares is duly issued and delivered to the
Optionee.  No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.

     9.  ADJUSTMENT PROVISIONS.      In the event that the Compensation
Committee, 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 Compensation Committee shall equitably adjust either or both
(i) the number and kind of shares subject to this option, and (ii) the award,
exercise or conversion price with respect to the foregoing, and if considered
appropriate, the Compensation Committee may make provision for a cash payment
with respect to this option, provided that the number of shares subject to this
option shall always be a whole number.

     10. MERGERS, CONSOLIDATION, DISTRIBUTIONS, LIQUIDATIONS, 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 Compensation Committee, 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 this
option:  (i)  provide that this option shall be assumed, or a substantially
equivalent option shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof) on such terms as the Compensation
Committee determines to be appropriate, (ii) upon written notice to the
Optionee, provide that if unexercised, this option will terminate immediately
prior to the consummation of such transaction unless exercised by the Optionee
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 the Optionee equal to the difference between (A) the Acquisition
Price


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times the number of shares of Common Stock subject to outstanding options (to
the extent then exercisable and to the extent the exercise price does not exceed
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 options shall become exercisable or
realizable in full prior to the effective date of such Acquisition.

     11. WITHHOLDING TAXES.  The Company's obligation to deliver shares
upon the exercise of this option shall be subject to the Optionee's satisfaction
of all applicable federal, state and local income and employment tax withholding
requirements.  The Optionee shall pay to the Company, or make provision
satisfactory to the Compensation Committee for payment of, any taxes required by
law to be withheld in respect of options under the Plan no later than the date
of the event creating the tax liability.  In the Compensation Committee's
discretion, and subject to such conditions as the Compensation Committee may
establish, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the option 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 Optionee.

     12. MISCELLANEOUS.
         --------------
     (a) The Compensation Committee may amend, modify or terminate any
outstanding option, including substituting therefor another option of the same
or a different type, changing the date of exercise or realization, provided that
the Optionee's consent to such action shall be required unless the Compensation
Committee determines that the action, taking into account any related action,
would not materially and adversely affect the Optionee.  The Compensation
Committee may at any time accelerate the time at which all or any part of an
Option may be exercised.

     (b) All notices under this option shall be mailed or delivered by hand to
the parties at their respective addresses set forth beneath their names below or
at such other address as may be designated in writing by either of the parties
to one another.

     (c) This option shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts without regard to its choice of law
provisions.



                              ePRESENCE, INC.



                              By:    ______________________________
                                     Richard M. Spaulding
                              Title: _______________________________
                                     Senior Vice President, Chief Financial
                                     Officer

                              Address:  120 Flanders Road
                                        Westboro, Massachusetts  01581


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                             OPTIONEE'S ACCEPTANCE


The undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.  The undersigned  hereby acknowledges receipt of a copy of
the Company's 2001 Stock Incentive Plan.



                                    OPTIONEE


                                    _________________________________


                                    Address:  _________________________

                                              _________________________






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