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                                                                     EXHIBIT 4.1

                          INNOSOFT INTERNATIONAL, INC.
                            1992 STOCK INCENTIVE PLAN

        SECTION 1. PURPOSE OF PLAN.

        The purpose of this 1992 Stock Incentive Plan ("Plan") of Innosoft
International, Inc. a California corporation (the "Company"), is to enable the
Company and its subsidiaries to attract, retain and motivate its employees,
directors and consultants by providing for or increasing the proprietary
interests of such persons in the Company.

        SECTION 2. PERSONS ELIGIBLE UNDER PLAN.

        Any person who is an employee of the Company or any of its subsidiaries,
any member of the Board of Directors of the Company or any person retained by
the Company or any of its subsidiaries in a consulting capacity (each, a
"Participant") shall be eligible to be considered for the grant of Awards (as
hereinafter defined) hereunder; provided, however, that only persons who are
employees of the Company or any of its subsidiaries shall be eligible for the
grant of Incentive Stock Options (as hereinafter defined).

        SECTION 3. AWARDS.

        (a) The Committee (as hereinafter defined), on behalf of the Company, is
authorized under this Plan to enter into any type of arrangement with a
Participant that is not inconsistent with the provisions of this Plan and that
by its terms, involves or might involve the issuance of (i) shares of common
stock of the Company ("Common Shares"), (ii) an option, warrant, convertible
security, stock appreciation right or similar right with an exercise or
conversion privilege at a price related to the Common Shares, or (iii) any other
security or benefit with a value derived from the value of the Common Shares.
The entering into of any such arrangement is referred to herein as the "grant"
of an "Award."

        (b) Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses of stock, restricted stock, stock
options, reload stock options, stock purchase warrants, other rights to acquire
stock, securities convertible into or redeemable for stock, stock appreciation
rights, limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist of one such
security or benefit, or two or more of them in tandem or in the alternative.

        (c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee, including without limitation,
services rendered by the recipient of such Award.

        (d) Subject to the provisions of this Plan, the Committee, in its sole
and absolute

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discretion, shall determine all of the terms and conditions of each Award
granted under this Plan, which terms and conditions may include, among other
things:

        (i)    provisions permitting the recipient of such Award, including any
               recipient who is a director or officer of the Company, to pay the
               purchase price of the Common Shares or other property issuable
               pursuant to such Award, or such recipient's tax withholding
               obligation with respect to such issuance, in whole or in part, by
               any one or more of the following:

               (A)  the delivery of previously owned shares of capital stock of
                    the Company (including "pyramiding") or other property,

               (B)  a reduction in the amount of Common Shares or other property
                    otherwise issuable pursuant to such Award, or

               (C)  the delivery of a promissory note, the terms and conditions
                    of which shall be determined by the Committee;

        (ii)   provisions accelerating the receipt of benefits pursuant to such
               Award upon the occurrence of specified events, including, without
               limitation, a change of control of the Company, an acquisition of
               a specified percentage of the voting power of the Company, the
               dissolution or liquidation of the Company, a sale of
               substantially all of the property and assets of the Company or an
               event of the type described in Section 7 hereof; or

        (iii)  provisions required in order for such Award to qualify as an
               incentive stock option under Section 422 of the Internal Revenue
               Code (an "Incentive Stock Option").

        SECTION 4. STOCK SUBJECT TO PLAN.

        (a) The maximum number of Common Shares that may be issued pursuant to
all Awards (including Incentive Stock Options) granted under this Plan, other
than Common Shares that are issued pursuant to Awards and subsequently
reacquired by the Company pursuant to the terms and conditions of such Awards,
is 1,250,000, subject to adjustment as provided in Section 7 hereof (such
maximum number, as so adjusted, shall be referred to herein as the "Share
Limitation").

        (b) No Award may be granted under this Plan unless, on the date of
grant, the sum of (i) the maximum number of Common Shares issuable at any time
pursuant to such Award, plus (ii) the number of Common Shares that have
previously been issued pursuant to Awards granted under this Plan, other than
Common Shares that have been issued pursuant to Awards and subsequently
reacquired by the Company pursuant to the terms and conditions of such Awards,
plus (iii) the maximum number of Common Shares that may be issued at any time

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thereafter pursuant to Awards granted under this Plan that are outstanding on
such date does not exceed the Share Limitation.

        SECTION 5. DURATION OF PLAN.

        No Awards shall be granted under this Plan after March 27, 2002.
Although Common Shares may be issued after such date pursuant to Awards granted
prior to such date, no Common Shares shall be issued under this Plan after March
27, 2012.

        SECTION 6. ADMINISTRATION OF PLAN.

        (a) This Plan shall be administered by a committee of the Board of
Directors of the Company (the "Board") consisting of two or more directors or by
the Board itself. (As used herein, the term "Committee" shall mean such
committee or, if no such committee has been appointed, the Board.)

        (b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:

            (i)    adopt, amend and rescind rules and regulations relating to
                   this Plan;

            (ii)   determine which persons meet the requirements of Section 2
                   hereof for eligibility under this Plan and to which of such
                   eligible persons, if any, Awards shall be granted hereunder;

            (iii)  grant Awards to eligible persons and determine the terms and
                   conditions thereof, including the number of Common Shares
                   issuable pursuant thereto;

            (iv)   determine whether, and the extent to which, adjustments are
                   required pursuant to Section 7 hereof; and

            (v)    interpret and construe this Plan and the terms and conditions
                   of any Award granted hereunder.

        SECTION 7. ADJUSTMENTS.

        If the outstanding securities of the class then subject to this Plan are
exchanged for or converted into cash, property or a different number or kind of
securities, or if cash, property or securities are distributed in respect of
such outstanding securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, restructuring, reclassification,
dividend (other than a regular, periodic cash dividend) or other distribution,
stock split, reverse stock split or the like, or if substantially all of the
property and assets of the Company

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are sold, then, unless the terms of such transaction shall provide otherwise,
the Committee shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities or cash or other property that may
be acquired pursuant to Incentive Stock Options and other Awards theretofore
granted under this Plan and (b) the maximum number and type of shares or other
securities that may be issued pursuant to Incentive Stock Options and other
Awards thereafter granted under this Plan.

        SECTION 8. AMENDMENT AND TERMINATION OF PLAN.

        The Board may amend or terminate this Plan at any time and in any
manner; provided, however, that no such amendment or termination shall deprive
the recipient of any Award theretofore granted under this Plan, without the
consent of such recipient, of any of his or her rights thereunder or with
respect thereto; and, provided further, that the approval of the holders of a
majority of the outstanding shares of the Company shall be required for the
adoption of any amendments to this Plan which would alter the class of persons
eligible under Section 2 hereof to receive Awards or which would increase the
number of shares subject to this Plan other than an increase pursuant to Section
7 hereof.

        SECTION 9. EFFECTIVE DATE OF PLAN.

        This Plan shall be effective as of March 27, 1992, the date upon which
it was approved by the Board; provided, however, that no Common Shares may be
issued under this Plan until it has been approved, directly or indirectly, by
the affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote at a meeting duly held in
accordance with the laws of the State of California.


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                                                                Option Number __

                                    INCENTIVE
                             STOCK OPTION AGREEMENT
                                    UNDER THE
                            1992 STOCK INCENTIVE PLAN
                                       OF
                          INNOSOFT INTERNATIONAL, INC.

        This Incentive Stock Option Agreement (the "Agreement") is effective as
of, _______, between Innosoft International, Inc. a California corporation (the
"Company"), and __________________ ("Optionee").

                                 R E C I T A L S

        A. The Company has adopted the 1992 Stock Incentive Plan (the "Plan"),
which Plan is incorporated herein by reference and made a part of this
Agreement; and

        B. Optionee is an employee of the Company, or a Parent or a Subsidiary
(as defined in the Internal Revenue Code of 1986, as amended (the "Code")) of
the Company whose efforts have contributed, or are reasonably expected to
contribute, to the success of the Company, and the Company has determined that
it would be to the advantage and interest of the Company and its shareholders to
grant the option provided for herein to Optionee under the Plan as an inducement
to remain in the service of the Company and as an incentive for increased
efforts while in such service.

                                A G R E E M E N T

        In consideration of the foregoing recitals, and the terms, conditions,
and covenants contained herein, the parties hereto hereby agree as follows:

        l. Grant of Option. The Company hereby grants to Optionee the right and
option to purchase (the "Option"), on the terms and conditions hereinafter set
forth, an aggregate of ________ shares (the "Shares") of the Common Stock of the
Company (the "Stock") in installments as set forth in Section 2. The purchase
price of the Shares shall be $____ per share (the "Option Price"), which price
is not less than 100% of the per share fair market value of the stock as of the
date hereof. The number of the Shares and the Option Price are subject to
adjustment under certain circumstances, as provided herein and in the Plan.

        2. Term and Exercisability of Option. This Option shall become
exercisable in installments on or before the tenth anniversary date of this
Agreement (the "Termination Date"), unless sooner terminated in accordance with
the provisions of Section 3, 5 or 6 hereof, as follows: ____ shares hall vest
per month on the first day of each month commencing ______, with the final
vesting to be ____ shares on ______, but in no event later than the Termination
Date.

        In no event shall the Company be required to issue fractional shares.
Exercises for less than all of the Shares available for exercise shall be at the
expense of Optionee, as described in Section 4 hereof.


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        3. Expiration of Option. The period for exercising this Option (the
"Option Period") will end on the Termination Date; provided, however,

            (a) if Optionee ceases to be a bona fide employee of the Company, a
Parent or a Subsidiary of the Company (other than for Misconduct, as defined in
Section 16 hereof, or by death) during the Option Period, this Option shall
thereafter be exercisable (1) provided Optionee has not become permanently and
totally disabled (within the meaning of Section 22(e)(3) of the Code) while
employed by the Company, or a Parent or Subsidiary of the Company, on or before
the Termination Date or for 30 days after termination of Optionee's employment,
whichever shall first occur, and (2) if Optionee has become permanently and
totally disabled while employed by the Company, or a Parent or Subsidiary of the
Company, on or before the Termination Date or for one year after termination of
Optionee's employment, whichever shall first occur, and, in either case, this
Option shall then be exercisable only to the extent that it was exercisable
under the provisions of Section 2 hereof at the time of such cessation of
employment. Notwithstanding the foregoing, in no event shall this Option be
exercisable later than the Termination Date. If Optionee is absent from work
because of his or her disability or for such other purpose or reason as the
Board of Directors of the Company (the "Board") or the Committee administering
the Plan (the "Committee") may approve, Optionee shall not be deemed, during the
period of any such absence, by virtue of such absence alone, to have terminated
his or her employment with the Company or such Parent or Subsidiary, except as
the Board or the Committee may otherwise expressly provide;

            (b) if the employment of Optionee is terminated as a result of
Misconduct, as defined in Section 16 hereof, this Option shall terminate on the
date of the cessation of such requisite relationship and shall thereupon not be
exercisable to any extent whatsoever; or

            (c) if Optionee should die while in the employ of the Company or a
Parent or Subsidiary of the Company, or within any of the applicable periods
referred to in Section 3(a) hereof, this Option may, within a period of one year
from the date of Optionee's death, be exercised by Optionee's legal
representative, or by the person or persons to whom Optionee's rights under this
Option shall pass by will or by the applicable laws of descent and distribution,
but only if, and to the extent, this Option was exercisable by Optionee at the
time of his or her death and only prior to the Termination Date.

        4. Manner of Exercise. Optionee may exercise this Option with respect to
all or any part of the Shares then subject to such exercise as follows:

            (a) By giving the Company written notice of such exercise,
specifying the number of the Shares as to which this Option is so exercised and
accompanied by an amount equal to the aggregate Option Price of such shares, in
the form of any one or combination of (1) cash or a cashier's check, bank draft,
or postal or express money order payable to the order of the Company in lawful
money of the United States, (2) shares of Stock previously acquired by Optionee,
or (3) with the approval of the Company, which may be withheld in its sole
discretion, a promissory note with such terms and conditions as shall be
acceptable to the Company, the obligations under which promissory note are
secured by such shares pursuant to a pledge agreement with such terms and
conditions as shall be acceptable to the Company. Any Stock so delivered shall
be valued at its fair market value (as determined in the manner set forth in
Section 8 herein) on the date of exercise;

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            (b) If required by the Company, by giving satisfactory assurance in
writing, signed by Optionee or his or her legal representative, as the case may
be, that such shares are being purchased for investment only and not with a view
to the distribution thereof; provided, however, that such assurance shall be
deemed inapplicable to (1) any sale of such shares by the Optionee subject to a
registration statement covering such sale, which has heretofore been (or may
hereafter be) filed and becomes effective under the Securities Act of 1933, as
amended (the "1933 Act"), and is current and with respect to which no stop order
suspending the effectiveness thereof has been issued, and (2) any other sale of
such shares with respect to which, in the opinion of counsel for the Company,
such assurance is not required to be given in order to comply with the
provisions of the 1933 Act; and

            (c) If required by the Company, by paying to the Company the
reasonable expenses incurred by the Company in issuing a certificate for such
shares, if such exercise is for less than all of the Shares as to which this
Option has become exercisable. As soon as practicable after receipt of such
written notice of exercise from Optionee, the Company shall, without transfer or
issue tax or any other incidental expenses charged to Optionee or his or her
legal representative (except those specified in paragraph (c) above and in
Section 29 hereof), deliver to Optionee at the office of the Company, or such
other place as may be mutually acceptable to the Company and Optionee, a
certificate for such shares, which certificate may bear such legend or legends
with respect to restrictions on transfer thereof as counsel for the Company
deems to be required by applicable provisions of law and this Agreement;
provided, however, that nothing herein shall be deemed to impose upon the
Company any obligation to deliver any of the Shares to the Optionee if, in the
opinion of counsel for the Company, doing so would violate any provision of: (1)
the 1933 Act; (2) the Securities Exchange Act of 1934, as amended; (3) any
applicable listing requirements of any national securities exchange; (4) any
state securities, or "Blue Sky," laws or regulations; or (5) any other law or
regulation applicable to the issuance or transfer of such shares. In no event
shall the Company be required to take any affirmative action to comply with any
of such laws or regulations, nor shall the Company be liable for any failure to
deliver any of the Shares because such shares have not been registered or
because a registration statement with respect thereto is not current or because
such delivery would otherwise be in violation of any applicable law or
regulation.

        The term "current", when used herein to refer to a registration
statement, shall mean a registration statement that, in the opinion of counsel
for the Company, does not include any untrue statement of a material fact and
that includes all material facts required to be stated therein or that are
necessary to make the statements therein not misleading.

            5. Adjustments. If the outstanding shares of the Company's stock are
hereafter increased, decreased, changed into or exchanged for a different number
or kind of shares or other securities of the Company by reason of a
reorganization, recapitalization, reincorporation, stock split, reverse stock
split, or stock dividend, an appropriate and proportionate adjustment shall be
made by the Company in the maximum number and/or kind of securities subject to
this Option, and in the Option Price, in order to preserve, but not increase,
the benefit of this Option to Optionee. Anything herein contained to the
contrary notwithstanding, (a) upon dissolution or liquidation of the Company,
other than in connection with a reorganization, merger or consolidation of the
Company or a sale of all or substantially all of its assets, or in one
transaction or a series of transactions, 80% or more of its then outstanding
voting securities, to another corporation (an "Asset Sale" and a "Stock Sale",
respectively), or (b) upon dissolution or liquidation of the Company in
connection with a reorganization, merger (other than a merger solely for the
purposes of incorporating the Company), consolidation, or an Asset Sale or Stock

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Sale, with respect to which the surviving corporation, as defined in the Plan,
or acquiring corporation, or an affiliate thereof, does not, prior to or
concurrent with the succession to the business of the Company or acquisition of
its stock, assume this Option (subject to any applicable provisions of the Code)
or replace this Option with a new option of comparable value, this Option, in
either case, shall terminate and thereupon become null and void; provided,
however, that, if the surviving or acquiring corporation does not assume this
Option or replace this Option with a new option of comparable value, then
Optionee shall have the right, during the period following adoption of the plan
of dissolution, liquidation, reorganization, merger or consolidation by the
Board, or approval of any agreement with respect to an Asset Sale or Stock Sale
by the Board, and prior to or concurrently with consummation of such plan or
agreement (which period shall be no less than 20 days), to exercise this Option
to the full extent then exercisable pursuant to Section 2 hereof and not
theretofore exercised, and the Company shall give the Optionee written notice of
such right prior to the commencement of such period.

        6. Assignment or Transfer. This Option shall, during Optionee's
lifetime, be exercisable only by Optionee, and neither this Option nor any right
hereunder shall be transferable by Optionee by operation of law or otherwise
other than by will or the laws of descent and distribution. In the event of any
attempt by Optionee to alienate, assign, pledge, hypothecate, or otherwise
dispose of this Option or of any right hereunder, except as provided for herein,
or in the event of the levy of any attachment, execution, or similar process
upon the rights or interest hereby conferred, this Option shall thereupon become
null and void ab initio and of no effect.

        7. No Rights as a Shareholder. Neither Optionee nor any person entitled
to exercise Optionee's rights with respect to this Option in the event of his or
her death shall have any of the rights of a shareholder with respect to any of
the Shares except to the extent of the exercise of this Option.

        8. Right of Repurchase.

            (a) In the event that any of the events specified in Section 8(b)
below occur, then, with respect to any of the Shares acquired upon exercise of
this Option prior to the occurrence of such event, within 90 days following the
occurrence of such event, and, with respect to any of the Shares acquired upon
exercise of this Option pursuant to Section 3 hereof after occurrence of such
event, within 90 days following the date of such exercise, (in either case, the
"Repurchase Period"), the Company shall have the option, but not the obligation,
to repurchase all, but not a portion of, such Shares (the "Option Shares") from
Optionee, or his or her legal representative, as the case may be, at the then
present fair market value of such shares (the "Repurchase Option"). The
Repurchase Option shall be exercised by the Company giving Optionee, or his or
her legal representative, written notice of its intention to exercise the
Repurchase Option on or before the last day of the Repurchase Period. The
Company may, in exercising the Repurchase Option, designate one or more nominees
to purchase the Option Shares, either with or without the participation of the
Company.

            (b) The Company shall have the Repurchase Option in the event that
any of the following occur:

                (1) The termination of Optionee's employment with the Company or
a Parent or Subsidiary of the Company. The Repurchase Period with respect to
Option Shares acquired prior to the cessation of employment shall commence on
the date on which the Optionee ceases to be an employee of the Company or a
Parent or Subsidiary of the Company. The Repurchase Period with

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respect to Option Shares acquired subsequent to such date shall commence on the
date the Optionee acquires such shares. The fair market value of the Option
Shares shall be determined as of the last day of the month preceding the month
in which the Optionee ceases to be employed.

                (2) The receivership, bankruptcy or other creditors proceeding
regarding Optionee or the taking of any of the Option Shares by legal process,
such as a levy of execution, whether or not Optionee then is employed by the
Company or a Parent or Subsidiary of the Company. The Repurchase Period shall
commence on the date the Company receives actual notice of the commencement of
pendency of the receivership, bankruptcy or other creditor's proceeding, or the
date of such taking, as the case may be. The fair market value of the Option
Shares shall be determined as of the last day of the month preceding the month
in which the proceeding involved commenced or the taking occurred.

                (3) Distribution of any of the Option Shares by Optionee to his
or her spouse as such spouse's joint or community interest pursuant to a decree
of dissolution, property settlement agreement or for any other reason, except as
may be otherwise permitted by the Company, whether or not Optionee then is
employed by the Company or a Parent or Subsidiary of the Company. The Repurchase
Period shall be deemed to commence on the day the Company receives actual notice
of such distribution. The fair market value of the Option Shares shall be
determined as of the last day of the month preceding the month in which the
decree, agreement or, if there is no decree or agreement, the distribution
occurs.

            (c) Fair market value of the Option Shares, as used in this Section
8, shall be an amount per share determined on the basis of the price at which
shares of the Stock could reasonably be expected to be sold in an arms-length
transaction, for cash, other than on an installment basis, to a person not
employed by, controlled by, in control of or under common control with the
Company, as follows:

                (1) the fair market value shall initially be determined by the
Board of Directors of the Company, giving due consideration to recent
transactions involving shares of the stock, if any, earnings of the Company to
the date of such determination, the absence of a public market for the Stock,
and such other matters as the Board deems pertinent (the "Board Valuation");

                (2) Optionee shall have the right to review the assumptions,
calculations and information used by the Board of Directors in determining the
Board Valuation and shall have 20 days after Optionee's receipt of the Board
Valuation to give written notice to the Company of any disagreement with the
Board Valuation, indicating the fair market value Optionee attributes to the
Option Shares (the "Optionee Valuation") and specifying in reasonable detail,
insofar as feasible, the nature and extent of Optionee's disagreement with the
Board Valuation;

                (3) the Company and Optionee shall then attempt to agree upon a
mutually acceptable fair market value for the Option Shares; if the Company and
Optionee are unable to reach agreement as to fair market value within 10 days
after Optionee gives the Company notice of the Optionee Valuation, the
disagreement shall be referred for final determination to the Los Angeles office
of Deloitte & Touche, or if Deloitte & Touche is unwilling to serve, such other
independent accounting firm of national recognition that the Board of Directors
selects in good faith (the "Independent Accounting Firm"), which shall make a
final determination regarding such disagreement within 30 days after referral
thereof;

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                (4) any determination with respect to the fair market value of
the Option Shares made by the Independent Accounting Firm shall be made on the
basis of the application of the standards set forth in this Section 8(c), and
the decision of the Independent Accounting Firm (the "Accountant Valuation")
shall be final and binding and shall not be subject to review or challenge of
any kind; provided, however, that if the Accountant Valuation is less than the
Board Valuation, the Board Valuation shall be binding on the parties and if the
Accountant Valuation is greater than the Optionee Valuation, the Optionee
Valuation shall be binding on the parties, and in either case, such binding
amount shall be final and shall not be subject to review or challenge of any
kind; and

                (5) the Company and Optionee shall each pay one-half of the fees
and disbursements of the Independent Accounting Firm, if any.

        9. Right of First Refusal.

            (a) If at any time, whether during the continuance of Optionee's
employment by the Company, or a Parent or Subsidiary of the Company, or
thereafter, Optionee, or his or her legal representative, as the case may be (a
"Seller") desires to sell, transfer (by gift or otherwise), assign, hypothecate,
pledge, grant as a security interest, or in any other way dispose of or alienate
any of the Option Shares or any interest therein (other than by gift to the
spouse, parents or children of Optionee or to the parents or children of the
spouse of Optionee or to a trust established solely for the benefit of any one
or more of such persons (a "permitted transfer"), if such transferee agrees,
prior to the transfer, in a writing acceptable to the Company to hold such
shares subject to the terms of this Section 8 hereof and this Section 9),
(hereinafter referred to as a "Disposition"), the Seller shall give written
notice to the Company of Seller's intent to make a Disposition of such shares
(the "First Refusal Offer"). The First Refusal Offer shall contain a statement
signed by the Seller notifying the Company that the Seller desires to make a
Disposition of a specified number of the Option Shares or an interest therein
and shall be accompanied by a copy of the bona fide offer to purchase such
shares, in case of a sale, or a description of the proposed transaction with
respect to any other Disposition, and shall set forth the following:


                (1) The full name and address of the intended transferee (the
"Transferee");

                (2) The number of the Option Shares to be purchased by, or
transferred to, the Transferee;

                (3) The price, in case of a sale, and other terms under which
the purchase is intended to be made;

                (4) A statement, in case of a sale, signed by the Transferee,
that the price and other terms specified are a bona fide offer to purchase; and

                (5) A representation, in case of a sale, by the Transferee that
he or she or it has the financial capability necessary to consummate the
purchase.

            (b) The Company shall have 30 days from the date of receipt of the
First Refusal Offer within which to exercise an option to purchase the Option
Shares covered by a First Refusal Offer (the "First Refusal shares"), at the
same price and upon the same terms as set forth in such First

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Refusal Offer (the "First Refusal Option"), by giving the Seller written notice
of its intention to exercise such right. The Company may, in exercising the
First Refusal Option, designate one or more nominees to purchase the First
Refusal Shares, either with or without the participation of the Company. The
First Refusal Option shall apply to all, but not less than all, of the First
Refusal Shares. Notwithstanding the generality of the foregoing, however, the
purchase price for the First Refusal Shares may, at the option of the Company,
be paid (1) in the same manner provided in the First Refusal Offer, (2) in cash
in an amount equal to the present value of any payments to be made over a period
of time according to the terms of the First Refusal Offer, (3) by use of a
promissory note, as contemplated by Section 11 hereof, or (4) if the terms
specified in the First Refusal Offer state that payment is to be made in
property, in an amount equal to the fair market value of such property as of the
date the Company receives the First Refusal Offer, as determined in good faith
and on any reasonable basis, by the Board. For purposes of any computation made
pursuant to this paragraph, the present value of any amount to be paid in the
future shall be determined by the Board by discounting such amount using an
interest rate of 10%.

            (c) If the Seller desires to make a Disposition of any of the Option
Shares other than by sale, including, without limitation, by gift, pledge,
hypothecation or the grant of a security interest, other than a permitted
transfer, the Seller shall obtain the prior written approval of the Company to
the proposed transfer, which approval the Company may give or withhold in its
sole discretion.

            (d) If the First Refusal Shares are not purchased pursuant to the
related First Refusal Offer by the Company in accordance with this Section 9, in
the case of a proposed sale, or if the Company approves a Disposition other than
by sale, the Seller may make a bona fide transfer of the First Refusal Shares to
the respective transferee or transferees named in the related First Refusal
Offer; provided, however, that (1) such transfer shall only be made in strict
accordance with the terms stated in such First Refusal Offer, and immediately
following such transfer, the transferor shall so certify in writing to the
Company, and (2) before any such transfer shall become effective or be recorded
in the books of the Company, each transferee of the First Refusal Shares shall
agree in writing to hold such shares subject to the terms of this Agreement,
except for Section 8 hereof in the event the transferee is not an employee of
the Company or a Parent or Subsidiary of the Company. In the event the Optionee
does not make such transfer for a period of 60 days following the date on which
the Company receives the First Refusal Offer, no transfer of the First Refusal
Shares covered by the First Refusal Offer shall be made without a new First
Refusal Offer from the Seller to the Company in accordance with this Section 9
and in full compliance with all provisions hereof.

        10. Closing. The closing with respect to a purchase of Shares by the
Company pursuant to Section 8 or 9 hereof (the "Closing") shall occur at the
principal executive office of the Company on the date and time agreed to by the
parties, but if no such agreement is reached, the Closing shall occur at 10:00
a.m., local time, on the last business day (as defined in Section 22 hereof) of
the 30-day period beginning with the last day of the Repurchase Period or the
First Refusal Period, as the case may be.

        11. Deliveries at Closing. At the Closing, (a) Optionee or his or her
legal representative, as the case may be, shall deliver to the Company or its
designee, as the case may be, (1) share certificate(s), duly endorsed for
transfer, representing the Option Shares or the First Refusal Shares, as the
case may be, to be purchased at such Closing, and (2) a written statement from
Optionee or his or her legal representative, as the case may be, that such
shares are owned by such person, free and clear

                                       7
<PAGE>   12

of any liens, claims, pledges, security interests or other encumbrances, and (b)
the Company or its designee, as the case may be, shall deliver to Optionee or
his or her legal representative, as the case may be, (1) the purchase price for
such shares, as determined in accordance with Section 8 or 9 hereof, as the case
may be, in the form of a check or a promissory note, a copy of which is attached
hereto as Exhibit A, and (2) if applicable, a share certificate for the number
of shares, if any, represented by the share certificate(s) transferred to the
Company that are not First Refusal Shares.

        12. Effect of Tender of Purchase Price. Notwithstanding the failure of
the holder of any certificate evidencing all or any part of the Option Shares or
the First Refusal Shares, as the case may be, to deliver the same to the Company
for cancellation, and upon tender by the Company of the purchase price for any
of such shares in accordance with the terms of this Agreement, such shares and
the certificates representing same shall forthwith and without further action be
deemed to be canceled and forfeited.

        13. Restrictions on Transfer. Except as otherwise may be permitted by
this Agreement, neither Optionee nor his or her legal representative shall sell,
transfer (by giftor otherwise), assign, hypothecate, pledge, grant as security
interest, or in any other way dispose of or alienate any of the Shares, which at
any time would be subject to repurchase or a right of first refusal by the
Company, or the gift, pledge, or hypothecation of which, or grant of a security
interest in which, is subject to the approval of the Company, and the attempt to
affect any such transaction shall be null and void ab initio and of no force and
effect.

        14. Legends and Termination of Rights. All share certificates
representing the Shares shall bear a legend or legends revealing the existence
of the restrictions imposed by this Agreement. The provisions of this Section 14
shall cease to be applicable to the Shares at such time as the Stock is listed
on a national or regional stock exchange, or there is an established market
therefor in the over the counter market and the Stock is listed in the pink or
white sheets of the National Association of securities Dealers Automated
Quotation Service (NASDAQ) or comparable service.

        15. Definitions. In the event that (a) any of the Shares are exchanged
for or changed into any different class or series of securities issued by the
Company or any other corporation as the result of any merger, consolidation, or
sale of assets followed by liquidation, reclassification or reorganization, or
(b) any additional shares of Stock or any other securities shall be distributed
with respect to the Shares as a stock dividend, stock split, partial
liquidation, or dividend, then, in each such case, all such securities shall be
subject to the terms and provisions of this Agreement and shall be deemed to be
included in the term the "Shares" as used herein. As used herein, the term
"Company" shall include any other corporation which assumes this Option in
connection with its succession to substantially all of the business and assets
of the Company as the result of any merger, consolidation, reorganization, Asset
Sale or Stock Sale.

        16. Definition of Misconduct. Misconduct, for purposes of this
Agreement, shall mean conduct, as determined by the Board, involving one or more
of the following: (a) the commission of any act of embezzlement, fraud or
dishonesty; (b) any deliberate disregard of any policy promulgated by the Board
or the Chief Executive Officer of the Company, or any Parent or Subsidiary of
the Company with which Optionee is employed, which results in any loss, damage
or injury to the Company or any Parent or Subsidiary of the Company; (c) any
unauthorized disclosure of any trade secret or confidential information of the
Company or any Parent or Subsidiary of the Company; (d) any commission of an act
which constitutes unfair competition with the Company or any Parent or


                                       8
<PAGE>   13

Subsidiary of the Company or induces any customer or vendor of the Company or
any Parent or Subsidiary of the Company to terminate any agreement with such
corporation; or (e) any breach by the Optionee of any agreement or covenant,
including, without limitation, in any employment agreement, consulting
agreement, purchase agreement, purchase order or confidentiality agreement, it
has made with the Company or any Parent or Subsidiary of the Company.

        17. Optionee's Obligations. Optionee shall, during the period of his or
her employment, faithfully and to the best of his or her ability devote his or
her time, energy and skill to the service of the Company or such Parent or
Subsidiary, as the case may be, and to the promotion of its interests, subject
to vacations, military service leave, sick leave and other bona fide absences in
accordance with the regular policies and practices of, or any written agreement
between Optionee and, the Company or any such Parent or Subsidiary. Subject to
any contrary terms of any employment contract, the Company, or the Parent or the
Subsidiary of the Company which employs Optionee, shall have the right to
terminate or change the terms of employment of Optionee at any time and for any
reason whatsoever. Nothing herein shall limit Optionee's right to terminate his
or her employment.

        18. Severability. Should any portion or provision of this Agreement be
declared invalid or unenforceable in any jurisdiction, then such portion or
provision shall be deemed to be severable from this Agreement as to such
jurisdiction (but, to the extent permitted by law, not elsewhere) and shall not
affect the remainder hereof.

        19. Waiver. No waiver of any right or obligation of either party hereto
under this Agreement shall be effective unless in a writing, specifying such
waiver, executed by the party against which such waiver is being enforced. A
waiver by either party hereto of any of its rights under this Agreement on any
occasion shall not be a bar to the exercise of the same right on any subsequent
occasion or of any other right at any time.

        20. Amendment or Modification. This Agreement may be amended, altered,
or modified only by a writing, specifying such amendment, alteration or
modification, executed by both parties.

        21. Entire Agreement. This Agreement constitutes the entire agreement
between the parties regarding the subject matter hereof, and supersedes all
prior or contemporaneous negotiations, understandings or agreements of the
parties, whether written or oral, with respect to such subject matter.

        22. Notice. All notices, requests, waivers and other communications made
to a party hereto pursuant to this Agreement shall be in writing and
hand-delivered, mailed postage prepaid, certified or registered, return-receipt
requested, or sent by prepaid air freight, overnight delivery of which is
guaranteed and acknowledgment of receipt of which is required, to the address of
such party set forth below or such other address for such party as such party
may, from time to time, specify in writing to the other party hereto. Each such
communication which is (a) hand delivered shall be effective when so delivered,
(b) sent by mail shall be deemed to be effective five business days (i.e. any
weekday not a California or federal holiday) after it is posted, and (c) sent by
air-freight shall be deemed to be effective two business days after it is
delivered to the air-freight company. The addresses to which notices, requests,
waivers and other communications are to be sent are as follows:


                                       9
<PAGE>   14



            If to the Company:     Innosoft International, Inc.
                                   1050 Lakes Drive
                                   Suite 250
                                   West Covina, California 91790

        If to Optionee, the address of Optionee set forth below his or her
signature to this Agreement.

        23. Finality of Decisions. All decisions of the Board or the Committee
with respect to any question arising under the Plan or under this Agreement
shall be final and binding on both parties hereto.

        24. Participation in Other Plans. Nothing herein contained shall affect
Optionee's right to participate in, and receive benefits from and in accordance
with, the then current provisions of any pension, insurance, or other employment
welfare plan or program of the Company.

        25. Binding Effect of Agreement. Except as otherwise specifically set
forth herein, this Agreement shall be binding upon and inure to the benefit of
any successor or successors of the Company.

        26. Agreement Subject to Plan. This Agreement is entered into pursuant
to, and is subject to, the provisions of the Plan. Terms not otherwise defined
herein shall have the meanings given them in the Plan.

        27. Governing Law. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of California with
respect to agreements entered into, and to be performed within, such state.

        28. Qualification and Approval. This Agreement shall be effective as of
the date of its making as set forth above, subject to (a) the qualification of
the grant of this Option, and the issuance of the Shares, by the California
Department of Corporations, and (b) approval of the Plan by shareholders of the
Company holding a majority of the voting bower of its outstanding voting
securities within 12 months before or after the effective date of the Plan. In
no event may this Option be exercised in whole or in part prior to such
qualification and approvals.

        29. Tax Information and Notice of Disqualifying Disposition. This Option
is intended to be eligible for treatment as an Incentive Stock Option under
Section 422 of the Code. Whether this Option will receive such tax treatment
will depend, in part, on actions by Optionee after exercise of this Option. If
an Optionee disposes of any of the Shares within two years after the date of
grant of this Option or within one year of the date of exercise of this Option
with respect to such shares, the Optionee may lose the benefits of Section 422.
Other factors not discussed herein may also affect the tax consequences of this
transaction. Accordingly, the Company makes no representation, by way of the
Plan, this Agreement, or otherwise, with respect to the actual tax effect of the
grant or exercise of this Option or the subsequent disposition, including,
without limitation, repurchase by the Company or its designee pursuant to
Sections 8 or 9 hereof, of any of the Shares.

        If the Optionee sells or makes a disposition (within the meaning of
Section 422 of the Code) of any of the Shares acquired pursuant to exercise of
this Option prior to the later of (a) one year from the date such shares were
acquired, or (b) two years from the date of grant of this Option, then

                                       10
<PAGE>   15

Optionee agrees to give written notice to the Company of such disposition. The
notice shall include Optionee's name, the number, exercise price, and exercise
date of the Shares disposed of, and the date of disposition.

        30. Withholding Taxes. By accepting this Option, Optionee, for Optionee
and his or her transferees by will or the laws of descent and distribution,
agrees that, whenever Shares are to be issued by reason of the exercise of this
Option, the Optionee or such other person who is to receive such shares will
remit to the Company, prior to the delivery of any certificate for such shares,
in cash, the amount which is sufficient, as determined by the Company in its
discretion, to satisfy any applicable Federal, state and local withholding tax
requirements with respect to such exercise.

        The Company has caused this Agreement to be executed on its behalf, and
Optionee has hereunto set his or her hand, effective the day and year first
above written, which is the effective date of grant of this Option.





OPTIONEE                                   INNOSOFT INTERNATIONAL, INC.

                                           By:_________________________________

                                           Its:________________________________



                 (Signature)



                 (Print Name)



                  (Address)



                                       11
<PAGE>   16

                                    EXHIBIT A

                         NON-NEGOTIABLE PROMISSORY NOTE

$___________ _________________, California, ______________, _____

        FOR VALUE RECEIVED, ___________________________ ("Payor") hereby
promises to pay to (Name of Shareholder) ("Payee") the principal sum of
____________________ ($________), plus all interest accrued hereon, in legal
tender of the United States of America, on the date one year from the date
hereof (the "Maturity Date"), at the address of Payee as determined by reference
to that certain Stock Option Agreement, dated as of _________________, by and
among Innosoft International, Inc. and Payee (the "Stock Option Agreement").
Interest shall accrue on the principal balance of this Note at the annual rate
of 10%, non-compounded.

        At its election, Payor may prepay the outstanding principal hereof at
any time, without premium or penalty. This Note shall be non-negotiable.

        If Payor files a petition in bankruptcy or has a petition in bankruptcy
filed against it, or any proceedings in bankruptcy or under any similar law
relating to the relief of debtors is commenced by or against Payor, then the
entire indebtedness evidenced hereby shall immediately become due and payable
without demand or notice.

        If payment of this Note is not made in accordance with its terms, Payor
shall pay all costs and expenses, including any reasonable attorneys' fees,
incurred in the collection of this Note, including, without limitation, in any
suit or action to collect this Note or in any appeal thereof.

        Payor hereby waives presentment for payment, demand, notice of demand,
notices of non-payment or dishonor, protest and notice of protest.



                                            ___________________________________


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