SOFTWORKS, Inc.
1999 Stock Option Plan, as amended
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SECTION 1.  GENERAL PROVISIONS
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1.1.  Name and General Purpose
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         The name of this plan is the  SOFTWORKS,  Inc.  1999 Stock  Option Plan
(hereinafter  called  the  "1999  Plan").  The  1999  Plan is  intended  to be a
broadly-based  incentive plan which enables  SOFTWORKS Inc. (the  "Company") and
its  subsidiaries  and  affiliates  to foster and promote the  interests  of the
Company by attracting  and retaining  directors,  officers and employees of, and
consultants  to, the Company who  contribute to the  Company's  success by their
ability, ingenuity and industry, to enable such directors,  officers,  employees
and  consultants  to  participate  in the  long-term  success  and growth of the
Company by giving  them a  proprietary  interest  in the  Company and to provide
incentive  compensation   opportunities  competitive  with  those  of  competing
corporations.

1.2  Definitions
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     a.  "Affiliate"  means any person or entity  controlled  by or under common
control with the Company,  by virtue of the ownership of voting  securities,  by
contract or otherwise.

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

     c. "Change in Control" means a change of control of the Company,  or in any
person directly or indirectly controlling the Company, which shall mean:

       (i) any person who is not currently  such becomes the  beneficial  owner,
directly or indirectly, of securities of the Company representing 25% or more of
the combined voting power of the Company's then outstanding  voting  securities;
or

       (ii) three or more  directors,  whose election or nomination for election
is not approved by a majority of the Incumbent Board (as  hereinafter  defined),
are  elected  within  any  single  24-month  period  to  serve  on the  Board of
Directors; or

       (iii)  members of the  Incumbent  Board cease to constitute a majority of
the Board of  Directors  without the  approval of the  remaining  members of the
Incumbent Board; or

       (iv) any merger  (other than a merger  where the Company is the  survivor
and there is no accompanying  Change in Control under subparagraphs (i), (ii) or
(iii) of this paragraph (b)),  consolidation,  liquidation or dissolution of the
Company, or the sale of all or substantially all of the assets of the Company.

     Notwithstanding  the foregoing,  a Change in Control shall not be deemed to
occur pursuant to subparagraph (i) of this definition solely because 25% or more
of the combined voting power of the Company's outstanding securities is acquired
by one or more employee  benefit plans maintained by the Company or by any other
employer, the majority interest in which is held, directly or indirectly, by the
Company.  For purposes of this  definition,  the terms "person" and  "beneficial
owner"  shall  have the  meaning  set  forth in  Sections  3(a) and 13(d) of the
Exchange Act, and in the  regulations  promulgated  thereunder,  as in effect on
February 7, 1999; and the term  "Incumbent  Board" shall mean (A) the members of
the Board of  Directors  of the Company on February 7, 1999,  to the extent that
they  continue  to serve as  members  of the  Board  of  Directors,  and (B) any
individual  who  becomes a member of the Board of  Directors  after  February 7,
1999, if his election or nomination for election as a director was approved by a
vote of at least three-quarters of the then Incumbent Board.

     d. "Committee"  means the Committee  referred to in Section 1.3 of the 1999
Plan.

     e.  "Common  Stock" means  shares of the Common  Stock,  par value $.10 per
share, of the Company.

     f. "Company" means  SOFTWORKS Inc., a corporation  organized under the laws
of the State of Delaware (or any successor corporation).

     g. "Fair  Market  Value"  means the market price of the Common Stock on The
Nasdaq  Stock  Market  on the date of the  grant  or as  reported  on any  other
exchange  on which the Common  Stock is then traded on such date or on any other
date on which the Common Stock is to be valued hereunder.  If no sale shall have
been reported on any such exchange, Fair Market Value shall be determined by the
Committee.
<PAGE>
     h.  "Non-Employee  Director" shall have the meaning set forth in Rule 16(b)
promulgated by the Securities and Exchange Commission ("Commission").

     i.  "Option"  means any option to purchase  Common Stock under Section 2 of
the 1999 Plan.

     j. "Option  Agreement" means the option agreement  described in Section 2.4
of the 1999 Plan.

     k. "Participant" means any director, officer, employee or consultant of the
Company,  a  Subsidiary  or an  Affiliate  who is selected by the  Committee  to
participate in the 1999 Plan.

     l.  "Subsidiary"  means  any  corporation  in which the  Company  possesses
directly or indirectly  50% or more of the combined  voting power of all classes
of stock of such corporation.

     m. "Total  Disability"  means  accidental  bodily injury or sickness  which
wholly and  continuously  disabled an optionee.  The Committee,  whose decisions
shall be final, shall make a determination of Total Disability.

1.3  Administration of the Plan
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         The 1999 Plan shall be  administered  by the Board or by the  Committee
appointed  by the Board  consisting  of two or more  members of the Board all of
whom shall be Non-Employee Directors.  The Committee shall serve at the pleasure
of the Board and shall  have such  powers as the Board  may,  from time to time,
confer upon it.

         Subject to this Section 1.3, the Committee shall have sole and complete
authority to adopt, alter, amend or revoke such administrative rules, guidelines
and practices governing the operation of the 1999 Plan as it shall, from time to
time,  deem  advisable,  and to interpret  the terms and  provisions of the 1999
Plan.

         The Committee shall keep minutes of its meetings and of action taken by
it without a meeting. A majority of the Committee shall constitute a quorum, and
the acts of a majority of the  members  present at any meeting at which a quorum
is present,  or acts  approved in writing by all of the members of the Committee
without a meeting, shall constitute the acts of the Committee.

1.4  Eligibility
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         Stock Options may be granted only to directors,  officers, employees or
consultants of the Company or a Subsidiary or Affiliate. Any person who has been
granted any Option may, if he is otherwise  eligible,  be granted an  additional
Option or Options.

1.5  Shares
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         The aggregate  number of shares  reserved for issuance  pursuant to the
1999 Plan shall be 1,500,000  shares of Common Stock,  or the number and kind of
shares of stock or other  securities  which shall be substituted for such shares
or to which such shares shall be adjusted as provided in Section 1.6.

         Such  number of  shares  may be set  aside  out of the  authorized  but
unissued shares of Common Stock or out of issued shares of Common Stock acquired
for and held in the Treasury of the Company, not reserved for any other purpose.
Shares  subject  to, but not sold or issued  under,  any Option  terminating  or
expiring  for any reason  prior to its  exercise in full will again be available
for Options thereafter granted during the balance of the term of the 1999 Plan.

1.6  Adjustments Due to Stock Splits,
      Mergers, Consolidation, Etc.
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         If, at any time,  the Company  shall take any action,  whether by stock
dividend,  stock split,  combination of shares or otherwise,  which results in a
proportionate  increase  or  decrease  in the  number of shares of Common  Stock
theretofore issued and outstanding,  the number of shares which are reserved for
issuance  under the 1999 Plan and the number of shares which,  at such time, are
subject to Options shall, to the extent deemed appropriate by the Committee,  be
increased or  decreased  in the same  proportion,  provided,  however,  that the
Company shall not be obligated to issue fractional shares.

         Likewise,  in the  event of any  change  in the  outstanding  shares of
Common  Stock  by  reason  of  any  recapitalization,   merger,   consolidation,
reorganization, combination or exchange of shares or other corporate change, the
Committee shall make such substitution or adjustments, if any, as it deems to be
appropriate,  as to the  number  or kind of  shares  of  Common  Stock  or other
securities which are reserved for issuance under the 1999 Plan and the number of
shares or other securities which, at such time are subject to Options.
<PAGE>
         In the  event of a Change  in  Control,  at the  option of the Board or
Committee,  (a) all  Options  outstanding  on the date of such Change in Control
shall, for a period of sixty (60) days following such Change in Control,  become
immediately  and fully  exercisable,  and (b) an optionee  will be  permitted to
surrender for  cancellation  within sixty (60) days after such Change in Control
any Option or portion of an Option  which was  granted  more than six (6) months
prior to the date of such  surrender,  to the extent not yet  exercised,  and to
receive a cash  payment in an amount  equal to the  excess,  if any, of the Fair
Market Value (on the date of surrender) of the shares of Common Stock subject to
the Option or portion thereof surrendered, over the aggregate purchase price for
such Shares under the Option.

1.7  Non-Alienation of Benefits
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         Except  as herein  specifically  provided,  no right or unpaid  benefit
under the 1999 Plan shall be subject to alienation, assignment, pledge or charge
and any attempt to alienate, assign, pledge or charge the same shall be void. If
any Participant or other person entitled to benefits hereunder should attempt to
alienate,  assign,  pledge or charge any benefit  hereunder,  then such  benefit
shall, in the discretion of the Committee, cease.

1.8  Withholding or Deduction for Taxes
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         If,  at any  time,  the  Company  or any  Subsidiary  or  Affiliate  is
required,  under  applicable laws and regulations,  to withhold,  or to make any
deduction for any taxes,  or take any other action in connection with any Option
exercise,  the  Participant  shall be  required  to pay to the  Company  or such
Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in
lieu thereof,  at the option of the Company,  the Company or such  Subsidiary or
Affiliate may accept a sufficient  number of shares of Common Stock to cover the
amount required to be withheld.

1.9  Administrative Expenses
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         The entire expense of administering the 1999 Plan shall be borne by the
Company.

1.10 General Conditions
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 a. The  Board or the  Committee  may,  from  time to time,  amend,  suspend  or
terminate any or all of the provisions of the 1999 Plan,  provided that, without
the  Participant's  approval,  no change may be made which would alter or impair
any right theretofore granted to any Participant.

 b. With the consent of the  Participant  affected  thereby,  the  Committee may
amend or modify any outstanding  Option in any manner not inconsistent  with the
terms of the 1999 Plan, including,  without limitation,  and irrespective of the
provisions of Section 2.3(c) below,  to accelerate the date or dates as of which
an installment of an Option becomes exercisable.

 c.  Nothing  contained  in the 1999 Plan  shall  prohibit  the  Company  or any
Subsidiary  or  Affiliate   from   establishing   other   additional   incentive
compensation  arrangements  for  employees of the Company or such  Subsidiary or
Affiliate.

 d. Nothing in the 1999 Plan shall be deemed to limit,  in any way, the right of
the  Company  or any  Subsidiary  or  Affiliate  to  terminate  a  Participant's
employment with the Company (or such Subsidiary or Affiliate) at any time.

 e. Any decision or action taken by the Board or the Committee arising out of or
in connection with the construction,  administration,  interpretation and effect
of the 1999 Plan shall be conclusive and binding upon all  Participants  and any
person claiming under or through any Participant.

 f. No member of the Board or of the  Committee  shall be liable  for any act or
action,  whether  of  commission  or  omission,  (i) by such  member  except  in
circumstances involving actual bad faith, nor (ii) by any other member or by any
officer, agent or employee.

1.11  Compliance with Applicable Law
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         Notwithstanding any other provision of the 1999 Plan, the Company shall
not be obligated to issue any shares of Common  Stock,  or grant any Option with
respect thereto, unless it is advised by counsel of its selection that it may do
so without violation of the applicable  Federal and State laws pertaining to the
issuance of  securities  and the Company  may require any stock  certificate  so
issued to bear a legend, may give its transfer agent  instructions  limiting the
transfer  thereof,  and may  take  such  other  steps,  as in its  judgment  are
reasonably required to prevent any such violation.
<PAGE>
1.12 Effective Dates
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         The 1999 Plan was  adopted by the Board on February 7, 1999 and amended
by the Board on June 21,  1999.  The 1999 Plan shall  terminate  on  February 6,
2009.

Section 2.  OPTION GRANTS
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2.1  Authority of Committee
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         Subject to the  provisions of the 1999 Plan,  the Committee  shall have
the sole and  complete  authority  to  determine  (i) the  Participants  to whom
Options  shall be  granted;  (ii) the  number of shares  to be  covered  by each
Option;  and (iii) the conditions and limitations,  if any, in addition to those
set forth in Sections 2 and 3 hereof,  applicable  to the exercise of an Option,
including without  limitation,  the nature and duration of the restrictions,  if
any, to be imposed upon the sale or other  disposition  of shares  acquired upon
exercise of an Option.

         Stock Options granted under the 1999 Plan shall be non-qualified  stock
options.

         The Committee shall have the authority to grant Options.

2.2  Option Exercise Price
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         The price of stock  purchased  upon the  exercise  of  Options  granted
pursuant  to the 1999 Plan shall be the Fair  Market  Value  thereof at the time
that the Option is granted.

         The  purchase  price is to be paid in full in cash,  certified  or bank
cashier's  check or, at the option of the  Company,  Common  Stock valued at its
Fair Market Value on the date of exercise,  or a combination  thereof,  when the
Option is exercised and stock  certificates  will be delivered only against such
payment.

2.3  Option Grants
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         Each Option will be subject to the following provisions:

         a.   Term of Option
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  An  Option  will be for a term of not  more  than ten  years  from the date of
grant.

         b.   Exercise
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  (i)  By an Employee:
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  Subject to the power of the Committee  under Section  1.10(b) above and except
in the manner  described below upon the death of the optionee,  an Option may be
exercised only in installments as follows:  up to one-half of the subject shares
on and  after  the  first  anniversary  of the date of  grant,  up to all of the
subject shares on and after the second such anniversary of the date of the grant
of such  Option  but in no event  later than the  expiration  of the term of the
Option.

  An Option shall be  exercisable  during the  optionee's  lifetime  only by the
optionee and shall not be exercisable by the optionee unless, at all times since
the date of grant and at the time of exercise,  such  optionee is an employee of
or providing  services to the Company,  any parent corporation of the Company or
any  Subsidiary  or  Affiliate,  except  that,  upon  termination  of  all  such
employment or provision of services (other than by death,  Total Disability,  or
by Total Disability followed by death in the circumstances  provided below), the
optionee may exercise an Option at any time within three months  thereafter  but
only to the extent such Option is exercisable on the date of such termination.

  Upon termination of all such employment by Total Disability,  the optionee may
exercise such Options at any time within three years thereafter, but only to the
extent such Option is exercisable on the date of such termination.

  In the event of the death of an optionee (i) while an employee of or providing
services to the Company, any parent corporation of the Company or any Subsidiary
or  Affiliate,  or (ii)  within  three  months  after  termination  of all  such
employment or provision of services  (other than for Total  Disability) or (iii)
within three years after  termination on account of Total Disability of all such
employment or provision of services,  such  optionee's  estate or any person who
acquires  the right to  exercise  such  option by bequest or  inheritance  or by
reason of the death of the optionee may exercise such  optionee's  Option at any
time  within  the period of three  years from the date of death.  In the case of
clauses (i) and (iii) above,  such Option shall be  exercisable  in full for all
the remaining shares covered thereby, but in the case of clause (ii) such Option
shall be exercisable  only to the extent it was  exercisable on the date of such
termination.
<PAGE>
  (ii) By Persons other than Employees:
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  If the optionee is not an employee of the Company or the parent corporation of
the Company or any Subsidiary or Affiliate, the vesting of such optionee's right
to exercise his Options shall be established  and determined by the Committee in
the Option Agreement covering the Options granted to such optionee.

  Notwithstanding the foregoing  provisions  regarding the exercise of an Option
in the event of death,  Total  Disability,  other  termination  of employment or
provision of services or otherwise,  in no event shall an Option be  exercisable
in whole or in part after the termination date provided in the Option Agreement.

         c.   Transferability
              ---------------
  An Option granted under the 1999 Plan shall not be transferable otherwise than
by will or by the laws of descent and  distribution,  or, as  determined  by the
Board or the  Committee,  to (i) a member or members of the  optionee's  family,
(ii) a trust,  (iii) a  family  limited  partnership  or (iv) a  similar  estate
planning vehicle primarily for members of the optionee's family.

2.4  Agreements
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         In consideration of any Options granted to a Participant under the 1999
Plan,  each such  Participant  shall  enter  into an Option  Agreement  with the
Company  providing,  consistent  with the 1999 Plan, such terms as the Committee
may deem advisable.