<PAGE>

                                                                    Exhibit 10.3

                          MARKETFIRST SOFTWARE, INC.

                          1996 EQUITY INCENTIVE PLAN

                      Amended and Restated March 17, 2000


          1.   PURPOSE.  The purpose of this Plan is to provide incentives to
               -------
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent and
Subsidiaries, by offering them an opportunity to participate in the Company's
future performance through awards of Options and Restricted Stock.  Capitalized
terms not defined in the text are defined in Section 22.  This Plan is intended
to be a written compensatory benefit plan within the meaning of Rule 701
promulgated under the Securities Act.

          2.   SHARES SUBJECT TO THE PLAN.
               --------------------------

               2.1  Number of Shares Available. Subject to Sections 2.2 and 17,
                    --------------------------
the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be Fifteen Million Four Hundred Seventy-Five Thousand
Three Hundred and Seven (15,475,307) Shares or such lesser number of Shares as
permitted under Section 260.140.45 of Title 10 of the California Code of
Regulations. Subject to Sections 2.2 and 17, Shares will again be available for
grant and issuance in connection with future Awards under this Plan that: (a)
are subject to issuance upon exercise of an Option but cease to be subject to
such Option for any reason other than exercise of such Option, (b) are subject
to an Award granted hereunder but are forfeited or repurchased by the Company as
set forth herein, or (c) are subject to an Award that otherwise terminates
without Shares being issued. At all times the Company will reserve and keep
available a sufficient number of Shares as will be required to satisfy the
requirements of all Awards granted under this Plan.

               2.2  Adjustment of Shares.  In the event that the number of
                    --------------------
outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the Stockholders of the
Company and compliance with applicable securities laws; provided, however, that
                                                        --------  -------
fractions of a Share will not be issued but will either be paid in cash at Fair
Market Value of such fraction of a Share or will be rounded up to the nearest
whole Share, as determined by the Committee; and provided further, that the
                                                 ----------------
Exercise Price of any Option may not be decreased below the par value of the
Shares.

          3.   ELIGIBILITY.  ISOs (as defined in Section 5 below) may be granted
               -----------
only to employees (including officers and directors who are also employees) of
the Company or of a Parent or Subsidiary of the Company.  All other Awards may
be granted to employees, officers, directors and consultants of the Company or
any Parent or Subsidiary of the Company; provided such consultants render bona
                                         --------
fide services not in connection with the offer and sale of securities in a
capital-raising transaction.  A person may be granted more than one Award under
this Plan.
<PAGE>

          4.   ADMINISTRATION.
               --------------

               4.1  Committee Authority.  This Plan will be administered by the
                    -------------------
Committee or the Board acting as the Committee.  Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan.
Without limitation, the Committee will have the authority to:

                    (a)  construe and interpret this Plan, any Award Agreement
                         and any other agreement or document executed pursuant
                         to this Plan;

                    (b)  prescribe, amend and rescind rules and regulations
                         relating to this Plan;

                    (c)  select persons to receive Awards;

                    (d)  determine the form and terms of Awards;

                    (e)  determine the number of Shares or other consideration
                         subject to Awards;

                    (f)  determine whether Awards will be granted singly, in
                         combination with, in tandem with, in replacement of, or
                         as alternatives to, other Awards under this Plan or any
                         other incentive or compensation plan of the Company or
                         any Parent or Subsidiary of the Company;

                    (g)  grant waivers of Plan or Award conditions;

                    (h)  determine the vesting, exercisability and payment of
                         Awards;

                    (i)  correct any defect, supply and omission, or reconcile
                         any inconsistency in this Plan, any Award, any Award
                         Agreement, any Exercise Agreement or any Restricted
                         Stock Purchase Agreement;

                    (j)  determine whether an Award has been earned; and

                    (k)  make all other determinations necessary or advisable
                         for the administration of this Plan.

               4.2  Committee Discretion. Any determination made by the
                    --------------------
Committee with respect to any Award will be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of
this Plan or Award, at any later time, and such determination will be final and
binding on the Company and on all persons having an interest in any Award under
this Plan. The Committee may delegate to one or more officers of the Company the
authority to grant an Award under this Plan to Participants who are not Insiders
of the Company.

          5.   OPTIONS.  The Committee may grant Options to eligible persons and
               -------
will determine whether such Options will be Incentive Stock Options within the
meaning of the Code

                                       2
<PAGE>

("ISOs") or Nonqualified Stock Options ("NSOs"), the number of Shares subject to
the Option, the Exercise Price of the Option, the period during which the Option
may be exercised, and all other terms and conditions of the Option, subject to
the following:

               5.1  Form of Option Grant. Each Option granted under this Plan
                    --------------------
will be evidenced by an Award Agreement which will expressly identify the Option
as an ISO or an NSO ("Stock Option Agreement"), and will be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

               5.2  Date of Grant. The date of grant of an Option will be the
                    -------------
date on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

               5.3  Exercise Period. Options may be exercisable immediately
                    ---------------
(subject to repurchase pursuant to Section 11 of this Plan) or may be
exercisable within the times or upon the events determined by the Committee as
set forth in the Stock Option Agreement governing such Option; provided,
                                                               --------
however, that no Option will be exercisable after the expiration of ten (10)
-------
years from the date the Option is granted; and provided further that no ISO
                                               ----------------
granted to a person who directly or by attribution owns more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any Parent or Subsidiary of the Company ("Ten Percent Shareholder") will
be exercisable after the expiration of five (5) years from the date the ISO is
granted. The Committee also may provide for Options to become exercisable at one
time or from time to time, periodically or otherwise, in such number of Shares
or percentage of Shares as the Committee determines. Subject to earlier
termination of the Option as provided herein, each Participant shall have the
right to exercise an Option granted hereunder at the rate of at least twenty
percent (20%) per year over five (5) years from the date such Option is granted.

               5.4  Exercise Price.  The Exercise Price of an Option will be
                    --------------
determined by the Committee when the Option is granted and may not be less than
eighty-five percent (85%) of the Fair Market Value of the Shares on the date of
grant; provided that (i) the Exercise Price of an ISO will not be less than one
hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant and (ii) the Exercise Price of any Option granted to a Ten Percent
Shareholder will not be less than one hundred ten percent (110%) of the Fair
Market Value of the Shares on the date of grant.  Payment for the Shares
purchased may be made in accordance with Section 7 of this Plan.

               5.5  Method of Exercise. Options may be exercised only by
                    ------------------
delivery to the Company of a written stock option exercise agreement (the
"Exercise Agreement") in a form approved by the Committee (which need not be the
same for each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or

                                       3
<PAGE>

desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price, and any applicable taxes, for the
number of Shares being purchased.

               5.6  Termination.  Subject to earlier termination pursuant to
                    -----------
Subsection 17.1, and notwithstanding the exercise periods set forth in the Stock
Option Agreement, exercise of an Option will always be subject to the following:

                    (a)  If the Participant is Terminated for any reason except
                         death or Disability, then the Participant may exercise
                         such Participant's Options, only to the extent that
                         such Options would have been exercisable upon the
                         Termination Date, no later than three (3) months after
                         the Termination Date (or such shorter time period, not
                         less than thirty (30) days, as may be specified in the
                         Stock Option Agreement) or such longer time period not
                         exceeding five (5) years after the Termination Date as
                         may be determined by the Committee, with any exercise
                         beyond three (3) months after the Termination Date
                         deemed to be an NSO, but in any event, no later than
                         the expiration date of the Options.

                    (b)  If the Participant is Terminated because of
                         Participant's death or Disability (or the Participant
                         dies within three (3) months after a Termination other
                         than because of Participant's death or Disability) then
                         Participant's Options may be exercised, only to the
                         extent that such Options would have been exercisable by
                         Participant, on the Termination Date and must be
                         exercised by Participant (or Participant's legal
                         representative or authorized assignee), no later than
                         twelve (12) months after the Termination Date (or such
                         shorter time period, not less than six (6) months, as
                         may be specified in the Stock Option Agreement) or such
                         longer time period not exceeding five (5) years after
                         the Termination Date as may be determined by the
                         Committee, with any exercise beyond (a) three (3)
                         months after the Termination Date when the Termination
                         is for any reason other than the Participant's death or
                         disability, within the meaning of Section 22(e)(3) of
                         the Code, or (b) twelve (12) months after the
                         Termination Date when the Termination is for
                         Participant's death or disability, within the meaning
                         of Section 22(e)(3) of the Code, deemed to be an NSO,
                         but in any event no later than the expiration date of
                         the Options.

               5.7  Limitations on Exercise. The Committee may specify a
                    -----------------------
reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

               5.8  Limitations on ISOs. The aggregate Fair Market Value
                    -------------------
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a

                                       4
<PAGE>

Participant during any calendar year (under this Plan or under any other
incentive stock option plan of the Company or any Parent or Subsidiary of the
Company) will not exceed $100,000. If the Fair Market Value of Shares on the
date of grant with respect to which ISOs are exercisable for the first time by a
Participant during any calendar year exceeds $100,000, then the Options for the
first $100,000 worth of Shares to become exercisable in such calendar year will
be ISOs and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NSOs. In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date (as
defined in Section 18 below) of this Plan to provide for a different limit on
the Fair Market Value of Shares permitted to be subject to ISOs, then such
different limit will be automatically incorporated herein and will apply to any
Options granted after the effective date of such amendment.

               5.9  Modification, Extension or Renewal. The Committee may
                    ----------------------------------
modify, extend or renew outstanding Options and authorize the grant of new
Options in substitution therefor, provided that any such action may not, without
the written consent of a Participant, impair any of such Participant's rights
under any Option previously granted. Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in accordance with
Section 424(b) of the Code. The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants affected by a written
notice to them; provided, however, that the Exercise Price may not be reduced
                --------  -------
below the minimum Exercise Price that would be permitted under Section 5.4 of
this Plan for Options granted on the date the action is taken to reduce the
Exercise Price; provided further, that the Exercise Price will not be reduced
                ----------------
below the par value of the Shares, if any.

               5.10 No Disqualifications. Notwithstanding any other provisions
                    --------------------
in this Plan, no term of this Plan relating to ISOs will be interpreted, amended
or altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

          6.   RESTRICTED STOCK.  A Restricted Stock Award is an offer by the
               ----------------
Company to sell to an eligible person Shares that are subject to restrictions.
The Committee will determine to whom an offer will be made, the number of Shares
the person may purchase, the Purchase Price, the restrictions to which the
Shares will be subject, and all other terms and conditions of the Restricted
Stock Award, subject to the following:

               6.1  Form of Restricted Stock Award. All purchases under a
                    ------------------------------
Restricted Stock Award made pursuant to this Plan will be evidenced by an Award
Agreement ("Restricted Stock Purchase Agreement") that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. The offer of Restricted Stock will be accepted by the
Participant's execution and delivery of the Restricted Stock Purchase Agreement
and full payment for the Shares to the Company within thirty (30) days from the
date the Restricted Stock Purchase Agreement is delivered to the person. If such
person does not execute and deliver the restricted Stock Purchase Agreement
along with full payment for the Shares to the Company

                                       5
<PAGE>

within thirty (30) days, then the offer will terminate, unless otherwise
determined by the Committee.

               6.2  Purchase Price. The Purchase Price of Shares sold pursuant
                    --------------
to a Restricted Stock Award will be determined by the Committee and will be at
least eighty-five percent (85%) of the Fair Market Value of the Shares on the
date the Restricted Stock Award is granted or at the time the purchase is
consummated, except in the case of a sale to a Ten Percent Shareholder, in which
case the Purchase Price will be one hundred percent (100%) of the Fair Market
Value on the date the Restricted Stock Award is granted or at the time the
purchase is consummated. Payment of the Purchase Price may be made in accordance
with Section 7 of this Plan.

               6.3  Restrictions.  Restricted Stock Awards may be subject to the
                    ------------
restrictions set forth in Section 11 of this Plan or such other restrictions not
inconsistent with Section 25102(o) of the California Corporations Code.

          7.   PAYMENT FOR SHARE PURCHASES.
               ---------------------------

               7.1  Payment. Payment for Shares purchased pursuant to this Plan
                    -------
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law:

                    (a)  by cancellation of indebtedness of the Company to the
                         Participant;

                    (b)  by surrender of shares that either: (1) have been owned
                         by Participant for more than six (6) months and have
                         been paid for within the meaning of SEC Rule 144 (and,
                         if such shares were purchased from the Company by use
                         of a promissory note, such note has been fully paid
                         with respect to such shares); or (2) were obtained by
                         Participant in the public market;

                    (c)  by tender of a full recourse promissory note having
                         such terms as may be approved by the Committee and
                         bearing interest at a rate sufficient to avoid
                         imputation of income under Sections 483 and 1274 of the
                         Code; provided, however, that Participants who are not
                               --------  -------
                         employees or directors of the Company will not be
                         entitled to purchase Shares with a promissory note
                         unless the note is adequately secured by collateral
                         other than the Shares; provided further, that the
                                                ----------------
                         portion of the Exercise Price or Purchase Price, as the
                         case may be, equal to the par value of the Shares must
                         be paid in cash or other legal consideration permitted
                         by Delaware General Corporation Law;

                    (d)  by waiver of compensation due or accrued to the
                         Participant for services rendered;

                                       6
<PAGE>

                    (e)  with respect only to purchases upon exercise of an
                         Option, and provided that a public market for the
                         Company's stock exists;

                              (1)  through a "same day sale" commitment from the
                                   Participant and a broker-dealer that is a
                                   member of the National Association of
                                   Securities Dealers (an "NASD Dealer") whereby
                                   the Participant irrevocably elects to
                                   exercise the Option and to sell a portion of
                                   the Shares so purchased to pay for the
                                   Exercise Price, and whereby the NASD Dealer
                                   irrevocably commits upon receipt of such
                                   Shares to forward the Exercise Price directly
                                   to the Company; or

                              (2)  through a "margin" commitment from the
                                   Participant and an NASD Dealer whereby the
                                   Participant irrevocably elects to exercise
                                   the Option and to pledge the Shares so
                                   purchased to the NASD Dealer in a margin
                                   account as security for a loan from the NASD
                                   Dealer in the amount of the Exercise Price,
                                   and whereby the NASD Dealer irrevocably
                                   commits upon receipt of such Shares to
                                   forward the Exercise Price directly to the
                                   Company; or

                    (f)  by any combination of the foregoing.

               7.2  Loan Guarantees. The Committee may help the Participant pay
                    ---------------
for Shares purchased under this Plan by authorizing a guarantee by the Company
of a third-party loan to the Participant.

          8.   WITHHOLDING TAXES.
               -----------------

               8.1  Withholding Generally.  Whenever Shares are to be issued in
                    ---------------------
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares.  Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such payment will be
net of an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

               8.2  Stock Withholding.  When, under applicable tax laws, a
                    -----------------
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined

                                       7
<PAGE>

(the "Tax Date"). All elections by a Participant to have Shares withheld for
this purpose will be made in accordance with the requirements established by the
Committee for such elections and be in writing in a form acceptable to the
Committee.

          9.   PRIVILEGES OF STOCK OWNERSHIP.
               -----------------------------

               9.1  Voting and Dividends. No Participant will have any of the
                    --------------------
rights of a shareholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
will be a shareholder and have all the rights of a shareholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
                                                        --------
Shares are Restricted Stock, then any new, additional or different securities
the participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided further, that the Participant will have no right to
                  ----------------
retain such stock dividends or stock distributions with respect to Unvested
Shares that are repurchased pursuant to Section 11.

               9.2  Financial Statements.  The Company will provide financial
                    --------------------
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding, or as otherwise required or permitted under
Section 260.140.46 of Title 10 of the California Code of Regulations.
Notwithstanding the foregoing, the Company will not be required to provide such
financial statements to Participants whose services in connection with the
Company assure them access to equivalent information.

          10.  TRANSFERABILITY.  Awards granted under this Plan, and any
               ---------------
interest therein, will not be transferable or assignable by Participant, and may
not be made subject to execution, attachment or similar process, otherwise than
by will or by the laws of descent and distribution.  During the lifetime of the
Participant an Award will be exercisable only by the Participant, and any
elections with respect to an Award, may be made only by the Participant.

          11.  RESTRICTIONS ON SHARES.  At the discretion of the Committee, the
               ----------------------
Company may reserve to itself and/or its assignee(s) in the Award Agreement (a)
a right of first refusal to purchase all Shares that a Participant (or a
subsequent transferee) may propose to transfer to a third party, unless
otherwise not permitted by Section 25102(o) of the California Corporations Code,
and/or (b) a right to repurchase Unvested Shares held by a Participant following
such Participant's Termination at any time within ninety (90) days after
Participant's Termination Date for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be, provided, that such right of repurchase lapses at the rate of at least
        --------
twenty percent (20%) per year over five (5) years from:  (A) the date of grant
of the Option or (B) in the case of Restricted Stock, the date the Participant
purchases the Shares.  If such right of repurchase is assigned, the assignee
must pay the Company upon assignment of the right, cash equal to the difference
between the Exercise Price or Purchase Price, as the case may be, and the Fair
Market Value of the Shares, if the Exercise Price or Purchase Price, as the case
may be, is less than the Fair Market Value of the Shares;

                                       8
<PAGE>

provided, however, that in the case of Options, the assignee need not pay the
--------  -------
Company upon assignment of the right if the assignee is a one hundred percent
(100%) owned subsidiary of the Company or is the parent of the Company owning
one hundred percent (100%) of the Company.

          12.  CERTIFICATES.  All certificates for Shares or other securities
               ------------
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

          13.  ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a
               ------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates.  Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
                                   --------  -------
require or accept other or additional forms of collateral to secure the payment
of such obligations and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral.  In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve.  The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

          14.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or
               -----------------------------
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards.  The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

          15.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  This Plan is
               ----------------------------------------------
intended to comply with Section 25102(o) of the California Corporations Code.
Any provision of the Plan which is inconsistent with Section 25102(o) shall,
without further act or amendment by the Company or the Board, be reformed to
comply with the requirements of Section 25102(o).  An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to
(a) obtaining any approvals from governmental agencies that the Company
determines are

                                       9
<PAGE>

necessary or advisable, and/or (b) compliance with any exemption, completion of
any registration or other qualification of such Shares under any state or
federal law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company will be under no obligation to register the
Shares with the SEC or to effect compliance with the exemptions, registration,
qualification or listing requirements of any state securities laws, stock
exchange or automated quotation system, and the Company will have no liability
for any inability or failure to do so.

          16.  NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award
               -----------------------
granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship
with, the Company or any Parent or Subsidiary of the Company or limit in any way
the right of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

          17.  CORPORATE TRANSACTIONS
               ----------------------

               17.1  Assumption or Replacement of Awards by Successor. In the
                     ------------------------------------------------
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the shareholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the shareholders of the Company immediately prior to such merger
(other than any shareholder which merges, or which owns or controls another
corporation which merges, with the Company in such merger) cease to own their
shares or other equity interests in the Company, or (d) the sale of
substantially all of the assets of the Company, any or all outstanding Awards
may be assumed, converted or replaced by the successor corporation (if any),
which assumption, conversion or replacement will be binding on all Participants.
In the alternative, the successor corporation may substitute equivalent Awards
or provide substantially similar consideration to Participants as was provided
to shareholders (after taking into account the existing provisions of the
Awards). The successor corporation may also issue, in place of outstanding
Shares of the Company held by the Participant, substantially similar shares or
other property subject to repurchase restrictions and other provisions no less
favorable to the Participant than those which applied to such outstanding Shares
immediately prior to such transaction described in this Subsection 17.1. In the
event such successor corporation (if any) refuses to assume or substitute
Awards, as provided above, pursuant to a transaction described in this
Subsection 17.1, then notwithstanding any other provision in this Plan to the
contrary, the vesting of such Awards will accelerate and the Options will become
exercisable in full prior to the consummation of such event at such times and on
such conditions as the Committee determines, and if such Options are not
exercised prior to the consummation of the corporate transaction, they shall
terminate in accordance with the provisions of this Plan.

                                       10
<PAGE>

               17.2  Other Treatment of Awards.  Subject to any greater rights
                     -------------------------
granted to Participants under the foregoing provisions of this Section 17, in
the event of the occurrence of any transaction described in Section 17.1, any
outstanding Awards will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation or sale of assets.

               17.3  Assumption of Awards by the Company. The Company, from time
                     -----------------------------------
to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (a) granting an Award under this Plan in substitution of
such other company's award or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of shares issuable
 ------
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

          18.  ADOPTION AND SHAREHOLDER APPROVAL.  This Plan became effective on
               ---------------------------------
August 15, 1996, the date that it was adopted by the Board (the "Effective
Date").  This Plan was approved by the shareholders of the Company (excluding
Shares issued pursuant to this Plan), consistent with applicable laws, within
twelve (12) months before or after the Effective Date.

          19.  TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
               --------------------------
herein, this Plan will terminate ten (10) years from the Effective Date. This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of the State of California.

          20.  AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time
               --------------------------------
terminate or amend this Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to this Plan; provided, however, that the Board will not, without the approval
              --------  -------
of the shareholders of the Company, amend this Plan in any manner that requires
such shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans.

          21.  NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by
               --------------------------
the Board, the submission of this Plan to the shareholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either generally applicable or applicable only in specific cases.

                                       11
<PAGE>

          22.  DEFINITIONS.  As used in this Plan, the following terms will have
               -----------
the following meanings:

               "Award" means any award under this Plan, including any Option or
Restricted Stock.

               "Award Agreement" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

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

               "Code" means the Internal Revenue Code of 1986, as amended.

               "Committee" means the committee appointed by the Board to
administer this Plan, or if no committee is appointed, the Board.

               "Company" means MarketFirst Software, Inc., or any successor
corporation.

               "Disability" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               "Exercise Price" means the price at which a holder of an Option
may purchase the Shares issuable upon exercise of the Option.

               "Fair Market Value" means, as of any date, the value of a share
of the Company's Common Stock determined as follows:

                    (a)  if such Common Stock is then quoted on the Nasdaq
                         National Market, its closing price on the Nasdaq
                         National Market on the date of determination as
                         reported in The Wall Street Journal;
                                     -----------------------

                    (b)  if such Common Stock is publicly traded and is then
                         listed on a national securities exchange, its closing
                         price on the date of determination on the principal
                         national securities exchange on which the Common Stock
                         is listed or admitted to trading as reported in The
                                                                         ---
                         Wall Street Journal;
                         -------------------

                    (c)  if such Common Stock is publicly traded but is not
                         quoted on the Nasdaq National Market nor listed or
                         admitted to trading on a national securities exchange,
                         the average of the closing bid and asked prices on the
                         date of determination as reported by The Wall Street
                                                              ---------------
                         Journal (or, if not so reported, as otherwise reported
                         -------
                         by any newspaper or other source as the Board may
                         determine); or

                                       12
<PAGE>

                    (d)  if none of the foregoing is applicable, by the
                         Committee in good faith.

               "Insider" means an officer or director of the Company or any
other person whose transactions in the Company's Common Stock are subject to
Section 16 of the Exchange Act.

               "Option" means an award of an option to purchase Shares pursuant
to Section 5.

               "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

               "Participant" means a person who receives an Award under this
Plan.

               "Plan" means this MarketFirst Software, Inc. 1996 Equity
Incentive Plan, as amended from time to time.

               "Purchase Price" means the price at which a Participant may
purchase Restricted Stock.

               "Restricted Stock Award" means an award of Shares pursuant to
Section 6.

               "SEC" means the Securities and Exchange Commission.

               "Securities Act" means the Securities Act of 1933, as amended.

                                       13