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                                                                    EXHIBIT 10.3


                   GEAC COMPUTER CORPORATION LIMITED ("GEAC")
                               STOCK OPTION PLAN V

MADE as of the 15th day of September, 1992; amended as of the 4th day of July,
1996; and further amended as of the 10th day of September, 1996; and further
amended as of the 30th day of October, 1997; and further amended as of the 31st
day of October, 1997; and further amended as of the 10th day of March, 1998.

1.       PREFACE

         1.1      Geac has authorized capital consisting of an unlimited number
                  of Common Shares.

         1.2      All such issued and outstanding Common Shares are currently
                  listed for trading on the Toronto Stock Exchange.

         1.3      Geac previously established a plan with formal effect from
                  November 23, 1987 whereby options were to be granted from time
                  to time to Employees to purchase from treasury Common Shares
                  of Geac, all as set forth in an agreement dated January 1,
                  1988 (hereinafter called "Plan IV").

         1.4      Without termination of Plan IV, Geac desires to establish a
                  new plan whereby options shall be granted to Employees and
                  Directors to purchase Common Shares.

         1.5      The Board of Geac determined by resolution dated the 15th day
                  of September, 1992 to create the Geac Stock Option Plan V
                  (hereinafter called the "Plan") and to grant options to
                  Employees to purchase Common Shares.

         1.6      The Board amended said Plan as of the 4th day of July, 1996,
                  by changing the number of options in the Plan from a
                  percentage to a fixed number and, accordingly, deleting the
                  reference to an expiry date; all of which changes were made to
                  ensure that the Plan complied with the Toronto Stock Exchange
                  revised policy on Company Share Incentive Arrangements.

         1.7      The Board further amended said Plan as of the 10th day of
                  September, 1996, with confirmation of the shareholders, by
                  making Directors of Geac eligible to participate in the Plan.

         1.8      The Board further amended said Plan as of the 30th day of
                  October, 1997, with confirmation of the shareholders, by
                  increasing the aggregate number of Common Shares reserved for
                  issuance by One Million Five Hundred Thousand (1,500,000) to
                  Four Million One Hundred and Twenty-Two Thousand Six Hundred
                  and Fifty (4,122,650) Common Shares (representing fourteen
                  (14%) percent of the issued capital of the Corporation).

         1.9      The Plan was further amended by a subdivision of the Common
                  Shares of the Corporation approved by the Shareholders on
                  September 16, 1997, and which subdivision became effective
                  October 31, 1997, thereby increasing the aggregate number of
                  Common Shares reserved for issuance to Eight Million Two
                  Hundred and Forty Five-Thousand Three Hundred (8,245,300)
                  Common Shares.

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         1.10     The Board further amended the Plan on March 10, 1998 to more
                  fully give effect to the shareholder's resolution dated on the
                  16th day of September, regarding the subdivision of Common
                  Shares.

2.       NAME AND PURPOSE OF PLAN

         This Plan shall be known as the Geac Computer Corporation Limited Stock
         Option Plan V. The purpose of the Plan shall be to govern the options
         which may be granted at any time by Geac to certain Employees or
         Directors to purchase Geac's Common Shares from treasury.

3.       INTERPRETATION

         3.1      In the Plan the following terms have the following meanings:

         (a)      "ADMINISTRATION COMMITTEE" means the committee referred to in
                  Section 4 hereof;
         (b)      "BOARD" means the board of directors of the Corporation;
         (c)      "CORPORATION" or "GEAC" means Geac Computer Corporation
                  Limited, its successors and assigns;
         (d)      "COMMON SHARES" means common shares without par value of Geac
                  not redeemable and subject to no restrictions other than those
                  applying to all shares of that class;
         (e)      "DIRECTOR(S)" means a member of the board of directors of the
                  Corporation;
         (f)      "EMPLOYEE(S)" means a bona fide full time Employee of the
                  Corporation or of a subsidiary;
         (g)      "MEMBER SHARES" means the Common Shares purchased by an
                  Employee or Employees or a Director or Directors under the
                  Plan;
         (h)      "PLAN" means this Stock Option Plan, to be known as Geac
                  Computer Corporation Limited Stock Option Plan V; and
         (i)      "PLAN MEMBER" means an Employee or Director who has been
                  granted options to purchase Common Shares in accordance with
                  the Plan.

         3.2      In this Plan, unless the context requires otherwise,
                  references to the male gender include the female gender, words
                  importing the singular number may be construed to extend to
                  and include the plural number, and words importing the plural
                  number may be construed to extend to and include the singular
                  number.

4.       ADMINISTRATION COMMITTEE

         4.1      The Plan shall be administered by a committee of the Board,
                  which shall consist of: (a) the Chairman of the Board of the
                  Corporation; (b) the President of the Corporation or
                  Vice-Chairman of the Board of the Corporation, who shall be
                  "ex-officio"; and (c) one or more Directors of the Corporation
                  who are not Employees of the Corporation and who shall be
                  appointed by the Board. The

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                  initial appointment or appointments to the Administration
                  Committee shall be made at the meeting of the Board at which
                  the Plan is approved by the Board; a member of the
                  Administration Committee so appointed shall continue to serve
                  until the Plan is terminated or until he/she ceases to be a
                  Director or resigns as a member of the Administration
                  Committee. The Board may from time to time make additional
                  appointments to the Administration Committee so long as there
                  shall be at least one member of the Administration Committee
                  who is not an Employee.

         4.2      The quorum for meetings of the Administration Committee shall
                  be a majority of its members then in office. Meetings of the
                  Administration Committee shall be held in accordance with the
                  provisions of the by-laws of the Corporation governing
                  meetings of the Board; provided the Administration Committee
                  may from time to time by resolution make, amend and repeal
                  rules and regulations, not inconsistent with the Plan and the
                  by-laws of the Corporation, which it may deem advisable or
                  necessary for the proper administration and operation of the
                  Plan.

5.       COMMON SHARES SUBJECT TO THE PLAN

         5.1      The maximum number of Common Shares reserved for issuance
                  under this Plan shall not exceed Eight Million Two Hundred and
                  Forty-Five Thousand Three Hundred (8,245,300) Common Shares
                  and the aggregate number of Common Shares for issuance to any
                  one person shall not exceed 5% of the outstanding issue (on a
                  non-diluted basis) provided that:

                  (a)      the number of shares reserved for issuance pursuant
                  to stock options granted to insiders shall not exceed 10% of
                  the outstanding issue;

                  (b)      the issuance to insiders, within a one-year period,
                  of a number of shares shall not exceed 10% of outstanding
                  issue; and

                  (c)      the issuance to any one insider and such insider's
                  associates, within a one-year period, of a number of shares
                  shall not exceed 5% of the outstanding issue.

         5.2      Notwithstanding the foregoing, in the event that the Common
                  Shares are at any time changed as a result of a subdivision,
                  consolidation, reclassification or any other relevant change
                  in the authorized or issued capital of the Corporation, the
                  maximum number of Common Shares reserved for issuance under
                  this Plan, and the number and the price payable for any Common
                  Shares that are subject to options then granted, shall be
                  adjusted according to such change by the Board or the
                  Administration Committee.

6.       ELIGIBILITY FOR AND CREATION AND ISSUANCE OF OPTIONS

         6.1      Options to purchase Common Shares shall be granted to
                  Employees or Directors by the Board upon the advice of the
                  Administration Committee from time to time.
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         6.2      All Employees or Directors, except for Employees or Directors
                  who beneficially own in excess of ten percent (10%) of the
                  voting shares of Geac issued and outstanding at such time, are
                  eligible to receive the grant of options under the Plan. The
                  identity of Employees or Directors to whom options are to be
                  granted, the number of Common Shares in respect of which
                  options are to be granted, and the time or times at which
                  options shall vest and may be exercised shall be determined by
                  the Board on the advice of the Administration Committee.

         6.3      All options shall be for the purchase from treasury of new and
                  previously unissued Common Shares. Each option shall be
                  exercisable at an option price equal to the closing market
                  price for the Common Shares on The Toronto Stock Exchange on
                  the business day on which such option is granted or, if no
                  trade for the Common Shares takes place on that day, the
                  average of the closing Bid and Ask prices on that day.

         6.4      No options shall be exercisable by an Employee or Director
                  prior to the date on which the Board, in granting such
                  options, has determined such options shall vest, except as
                  provided in Sections 8 and 9 hereof.

7.       TIME AND MANNER OF EXERCISE

         An Employee or Director may exercise any options granted in accordance
         with this Plan, at any time or times not earlier than the day on which
         the Board has determined such options shall vest and not later than the
         day five years thereafter, but in no circumstances later than ten years
         after the date of grant, by notice in writing to Geac accompanied by a
         cheque payable to Geac for the full amount of option price.

8.       STATUS OF OPTIONS ON TERMINATION

         8.1      From and after the date on which a Plan Member ceases to be an
                  Employee or a Director, as the case may be, whether such
                  employment is terminated by Geac or a subsidiary for reasons
                  other than "cause"; a Director is not re-elected; or by the
                  voluntary resignation of the Employee or Director, except as a
                  result of death of the Employee or Director, such Employee or
                  Director shall have ninety days to exercise all options which
                  have theretofore become vested but remain unexercised but
                  shall have no right to exercise options which shall not have
                  vested. Except as otherwise provided in this Section 8, all
                  options granted under this Plan to an Employee or Director
                  which are not exercised within such ninety days after the day
                  on which the individual ceases to be an Employee or Director
                  shall be terminated, canceled and no longer exercisable by a
                  Plan Member. In the case of termination for "cause" of an
                  Employee, such Employee shall have seven days in place of the
                  ninety days set out above.

         8.2      Notwithstanding the above, from and after the date on which a
                  Plan Member ceases to be an Employee or Director only by
                  reason of death, his/her legal personal representative shall
                  have one year from the date of death to exercise all options
                  which have theretofore become vested but remain unexercised.

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                  Notwithstanding any other terms regarding the vesting of
                  options, upon death of the Plan Member all options which but
                  for this clause have not vested shall automatically vest. All
                  options granted under this Plan to an Employee or Director
                  which are not exercised within such one year period after the
                  day on which the individual ceases to be an Employee or
                  Director, shall be terminated, canceled and no longer
                  exercisable by representatives of the deceased Plan Member.

9.       STATUS OF OPTIONS ON CHANGE OF CONTROL

         Upon the sale or other disposition of any of the shares of Geac, either
         by existing shareholders or from Treasury, or upon the sale or other
         disposition of the assets and business of Geac and/or its subsidiaries,
         or a substantial portion thereof, or upon the happening of any other
         event, with the result that there is a change in the "effective
         control" over Geac and/or its assets and business, all options
         theretofore granted to Plan Members under this Plan, which are not yet
         vested, shall vest forthwith and all Plan Members shall have ninety
         days to exercise all options which have theretofore vested in
         accordance with the Plan. All such options which are not exercised
         within such ninety day period shall be terminated, cancelled and no
         longer exercisable.

10.      NON-TRANSFERABILITY OF OPTION

         The options granted hereunder shall be personal to the Plan Member to
         whom such are granted and shall not be assigned, pledged or otherwise
         transferred or encumbered in any manner whatsoever, except:

         (a)      to the estate of a deceased Plan Member as provided for in
                  Section 8 hereof; or

         (b)      as may be approved by both the Administration Committee and
                  the applicable stock exchange on which the Common Shares are
                  listed.

11.      ISSUANCE OF SHARES

         On receipt by Geac of a notice from any Plan Member exercising options
         granted pursuant to the Plan together with the option price in full,
         Geac shall issue to the Plan Member the number of Common Shares of
         Geac, in respect of which options are being exercised, from the
         authorized but unissued Common Shares of Geac which have been set aside
         for the exercise of the options granted pursuant to the Plan. The
         transfer agent and registrar of the Common Shares of Geac will issue to
         each such shareholder a certificate representing the shares in respect
         of which an option has been exercised.

12.      STOCK EXCHANGE LISTING

         Geac shall use its best efforts to ensure that all of the Common Shares
         to be acquired pursuant to the exercise of options granted hereunder
         shall be listed for trading on one or more stock exchanges.
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13.      CONFIDENTIALITY

         The Plan Member agrees that all information relating to the affairs of
         Geac and its subsidiaries, including all information relating to
         clients and projects undertaken for clients, shall at all times (both
         during the period he/she is an Employee or Director and at any time
         thereafter) and for all purposes be held by such Plan Member in a
         fiduciary capacity and solely for the benefit of Geac. The Employee or
         Director agrees that during such times he/she will not use for his/her
         own purpose any such information, or disclose, divulge or communicate
         orally, in writing or otherwise to any person any such information.

14.      NOTICE

         Any notice required or permitted to be given hereunder to Geac shall be
         in writing mailed by registered mail, postage prepaid, or delivered to
         Geac at the address set forth below:

                  Geac Computer Corporation Limited
                  11 Allstate Parkway, Suite 300
                  Markham, Ontario L3R 9T8

                  ATTENTION: PRESIDENT

         or at such address as Geac may have designated by notice given to the
         Plan Members at the address shown from time to time in the employment
         records or corporate records of Geac. Any notice so mailed shall not be
         deemed to have been given until actually received by Geac.

15.      ACKNOWLEDGEMENT

         Each Plan Member, by signing an acknowledgment of receipt of a copy of
         this Plan and in consideration of the grant to him/her of the options
         herein provided for, confirms that he/she agrees with, and will be
         bound by the terms and conditions of this Plan.

16.      MISCELLANEOUS

         16.1     Time shall be of the essence of this Plan. This Plan shall be
                  governed by and construed in accordance with the laws of the
                  province of Ontario, Canada.

         16.2     Although this Plan and the options granted hereunder shall not
                  be assignable, this Plan shall enure to the benefit of and be
                  binding upon the heirs, executors and administrators of the
                  Plan Member and the successors of Geac.

GEAC COMPUTER CORPORATION LIMITED

By:               "SHELLY R. ISENBERG"
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                    Vice-President
                    General Counsel
Title:
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Date:             MARCH 10, 1998
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