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                                                                   EXHIBIT 10.33

                      APRISMA MANAGEMENT TECHNOLOGIES, INC.
                  2003 EQUITY PARTICIPATION AND RETENTION PLAN

      SECTION 1. PURPOSE. The purpose of this Aprisma Management Technologies,
Inc. 2003 Equity Participation and Retention Plan (this "Plan") is to provide
additional incentive compensation to certain designated directors, officers,
employees and independent contractors of Aprisma Management Technologies, Inc.,
a Delaware corporation (the "Aprisma"), or any of its direct or indirect
subsidiaries. Directors, officers, employees and independent contractors
designated by the board of directors of Aprisma (the "Board") to receive
benefits under this Plan are collectively referred to as "Participants" (each, a
"Participant"). The benefits granted to Participants shall consist of rights to
receive deferred compensation based upon liquidity events with respect to the
Company (as hereinafter defined). Such rights shall be in the form of units,
which shall vest in accordance with the provisions hereof and become payable
upon the occurrence of certain events specified herein. This Plan is not meant
to, and does not, create any legal or equitable rights in or to the Company or
the Company's capital stock in favor of any Participant. Rather, this Plan is
merely designed to create a mechanism to provide to Participants deferred cash
compensation that is related to the net proceeds upon the sale of all or
substantially all of the Company.

      SECTION 2. EFFECTIVE DATE. The effective date of this Plan shall be July
1, 2003, or such other date as designated by the Board.

      SECTION 3. DEFINITIONS

      3.1 "Account" shall mean the unfunded account established for each
Participant.

      3.2 "Benefit Amounts" shall have the meaning set forth in Section 5.1
below.

      3.3 "Company" shall mean Aprisma and its subsidiaries.

      3.4 "Common Stock" shall mean the Common Stock, $0.01 par value per share,
of Aprisma.

      3.5 "Common Stock Equivalents" shall mean the sum of (i) the Common Stock,
plus (ii) the number of shares of Common Stock issuable at any time in respect
of any stock or other securities convertible or exchangeable for Common Stock
("Convertible Securities"), plus (iii) the number of shares of Common Stock
issuable at any time in respect of any options, warrants, or other rights to
subscribe for or to purchase any Common Stock or Convertible Securities, plus
(iv) the number of units issuable at any time under any other equity
participation plan of the Company, in each case whether issued prior to or after
the Grant Date.

      3.6 "Disability" shall mean permanent and total disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

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      3.7 "Good Cause" shall mean with respect to the termination of a
Participant's employment by or other relationship to the Company or a particular
business unit thereof, including any successor thereto, the occurrence of any
one of the following events as determined by the Board (or the board of
directors or similar body of any successor to the Participant's business unit)
in its sole discretion: (i) Participant's conviction of, or the entry of a
pleading of guilty or nolo contendre by Participant to, a felony or a crime
involving moral turpitude, (ii) Participant's material failure to perform
Participant's duties required under Participant's employment by or other
relationship to the Company (provided that failure of the Company to achieve
operating results or similar poor performance of the Company shall not, in and
of itself, be deemed a failure to perform Participant's duties), material
failure to comply with the Company's standard policies and procedures generally
applicable to persons in Participant's relation to the Company, or failure to
comply with any provision of any agreement with respect to Participant's
services, (iii) a willful act by Participant as a result of which Participant
receives an improper personal benefit at the expense of the Company, (iv) an act
of fraud or dishonesty committed by Participant against the Company, or (v) any
other misconduct by Participant that is materially injurious to the business or
reputation of the Company. For purposes of this definition, the "Company" shall
include any particular subsidiary, business unit or division of Aprisma with
respect to which Participant performs Participant's duties and any successor to
such subsidiary, business unit or division following a Liquidity Event.

      3.8 "Grant Letter" shall mean the written notice to a Participant by the
Board setting forth the number of Units granted to such Participant and the date
(the "Grant Date") to be used for purposes of calculating the Benefit Amounts
payable to the Participant under the Plan, along with any applicable terms,
vesting requirements and conditions to such grant.

      3.9 "Liquidity Event" shall mean the sale of greater than 90% of the
business, properties and assets of the Company, or any acquisition by any person
or group (as defined in Section 13(d) of the Securities Exchange Act of 1934) of
beneficial ownership of more than 90% of Aprisma's then outstanding shares,
whether by a reorganization, merger, consolidation, sale or exchange of
securities of the Company or otherwise; provided, that a transaction solely
between Aprisma and any affiliate or affiliates of Aprisma or between any two
(2) or more affiliates of Aprisma shall not constitute a Liquidity Event. There
shall be no more than one (1) Liquidity Event under the Plan.

      3.10 "Net Proceeds" shall mean the gross proceeds received by the Company,
its stockholders or Parent's stockholders in connection with a Liquidity Event,
less (i) any outstanding third party indebtedness of the Company or Parent and
any advances of Parent to the Company for expenses of Parent or the Company,
(ii) any transaction fees and expenses paid in connection with the Liquidity
Event, (iii) any liabilities of the Company retained in connection with or with
respect to the Liquidity Event, (iv) any amounts paid as a return of the Funded
Capital Commitment, and (v) in the event the Liquidity Event is a Liquidation,
any costs associated with the Liquidation. Net Proceeds shall not include the
amounts of any intercompany account or note receivable between the Company,
Parent and/or Parent's stockholders which is forgiven or remains unpaid in
connection with a Liquidity Event. The Net Proceeds with respect to a Liquidity
Event shall be determined by the Board.

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      3.11 "Parent" shall mean GTG Acquisition Corp., a Delaware corporation.

      3.12 "Redemption Date" shall have the meaning set forth in Section 6.1
below.

      3.13 "Unit" shall mean the units credited to a Participant's Account
representing a right to receive Benefit Amounts upon the occurrence of a
Liquidity Event. Units hereunder carry no voting, dividend, participation,
liquidation or other equity rights or characteristics. The total number of Units
authorized to be granted hereunder is 11,111.

      3.13 "Unit Value", with respect to a Liquidity Event, shall mean the Net
Proceeds with respect to such Liquidity Event, divided by (i) the total number
of Units authorized under this Plan, plus (ii) the total number of Common Stock
Equivalents outstanding, in each case, as of such Liquidity Event. The Board
shall determine the Unit Value pursuant to this Plan, and such determination
shall be final, binding and conclusive on all parties and their successors or
assigns. For purposes of computing any amount under this Plan that includes both
shares of Common Stock and Units, one (1) Unit shall be equal to one (1) share
of Common Stock. The Board shall determine the Unit Value pursuant to this Plan,
and such determination shall be final, binding and conclusive on all parties and
their successors or assigns.

      SECTION 4. PARTICIPATION

      4.1 Designation of Participants. The Board shall designate from time to
time directors, officers, employees and independent contractors eligible for
participation in this Plan as Participants and so notify them in writing by
delivery of a Grant Letter which shall specify the grant date, the number of
Units granted and the vesting requirements (if any) applicable to such
Participant; provided that the aggregate number of Units granted to all
Participants shall not exceed the authorized number pursuant to Section 3.12. A
Participant may, but is not entitled to, receive more than one grant during the
period of his or her service with the Company.

      4.2 Grant of Units. An Account shall be established and maintained for
each Participant indicating the number of Units granted to such Participant, the
applicable grant date and the vesting requirements (if any) for each grant.

      4.3 Forfeiture of Units. Prior to a Liquidity Event, a Participant's Units
shall be forfeited immediately upon the termination of such Participant's
employment or other relationship with the Company, whether voluntary or
involuntary, with or without Good Cause, or by virtue of a Participant's death
or Disability. Notwithstanding the foregoing, the Board at its sole discretion
may determine that such Participant's Units shall not be forfeited.

      SECTION 5. DETERMINATION OF BENEFIT AMOUNTS

      5.1 Benefit Amounts. Each vested Unit shall entitle a Participant to
receive upon redemption of such Unit, subject to the provisions of Section 6
below, an amount equal to the Unit Value of a Unit determined on the Redemption
Date (collectively, the "Benefit Amounts").

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NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO REPRESENTATION OR
WARRANTY IS MADE WITH RESPECT TO THE VALUE, IF ANY, OF ANY UNITS GRANTED UNDER
THIS PLAN.

      5.2 Type of Consideration. In payment of Benefit Amounts, Participants
shall receive to the extent practicable (at the discretion of the Board) the
same kind of consideration as is received by the Company, the Parent or the
Parent's stockholders, as the case may be. In the event the gross proceeds of a
Liquidity Event include non-cash or contingent consideration, the Board, in its
sole discretion, may calculate or determine Benefit Amounts based on an estimate
of the value of such consideration and such calculation or determination shall
be final, binding and conclusive and not subject to change based upon actual
results.

      5.3 Modification of Units. The Board may, in its sole discretion, from
time to time increase or decrease the number of Units authorized to be granted
hereunder (whether such increase or decrease is by reason of the issuance or
redemption of the Company's equity securities, a distribution (upon liquidation
or otherwise) by the Company, a merger, consolidation, reorganization,
recapitalization, stock exchange or other change in organizational structure of
the Company, or otherwise). In the event any such change is made to the number
of Units, then (i) the relevant sections of the Plan shall be deemed to be
amended to reflect the authorized number of Units as so modified, and (ii) the
Board may, in its sole discretion, make appropriate adjustments to the number of
Units held in some or all Participants' Accounts in order to prevent the
dilution and/or increase of Benefit Amounts with respect to such Units and this
Plan. Any such adjustments as determined by the Board (or the decision to make
no such adjustments) shall be final, binding and conclusive.

      SECTION 6. PAYMENT OF BENEFIT AMOUNTS

      6.1 Redemption of Units. Upon the occurrence of a Liquidity Event with
respect to one or more Participants, the Company shall redeem all of the Units
granted to such Participants and vested under this Plan as of the date of such
Liquidity Event (the "Redemption Date") that shall have the right to receive
Benefit Amounts in respect of such Liquidity Event, and shall provide for
payment to each such Participant (or his or her estate) of the Benefit Amounts,
if any, in accordance with Section 6.2. Upon the Redemption Date, the Units to
be so redeemed shall be deducted from such Participant's Account. Thereafter,
such Participant's participation with respect to such Units shall be terminated,
except for the right to payment of the Benefit Amounts with respect to such
Units in accordance with the terms of the Plan. The determination of a Liquidity
Event shall be at the sole discretion of the Board, and the Participants and
their estates and beneficiaries shall have no rights or recourse against the
Board arising from the Board's determination or manner of determining not to
pursue, consummate or declare a Liquidity Event.

      6.2 Manner of Payment of Benefit Amount. Benefit Amounts with respect to a
Liquidity Event shall be earned in three (3) equal installments: the first, on
the closing of such Liquidity Event; the second, on the six (6) month
anniversary of such closing; and the third, on the one (1) year anniversary of
such closing; provided, at each such date, that the Participant is employed by
the

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Company, an affiliate of the Company or the successor to the subsidiary,
business unit or division of which Participant performed his or her duties prior
to such closing; provided further, that the immediately preceding proviso shall
not apply in the event the Participant's employment is terminated by the Company
or such successor after the Liquidity Event but before payment without Good
Cause, by the Participant by reason of retirement, so long as such Participant
is 65 years or older, or is terminated due to the Participant's death or
Disability. Payments under the Plan shall coincide with installment dates set
forth above, subject to actual receipt of the relevant proceeds by the Company,
its stockholders or Parent's stockholders. Notwithstanding anything to the
contrary contained herein, in no event shall the Board be obligated to make any
estimate with respect to future amounts to be received as gross proceeds in
connection with a Liquidity Event. All payments under this Plan shall be
delivered in person or mailed to the last address of the Participant (or, in the
case of the death of the Participant, to that of the Participant's estate). Each
Participant shall be responsible for furnishing the Company with his or her
current address.

      6.3 Limitation on Payments. Notwithstanding any other provision in this
Plan to the contrary, no payment of any Benefit Amounts shall be made if such
payment would conflict with, or result in a breach of, (i) any terms,
conditions, restrictions, or provisions of, or would constitute a default under,
any bond, note, or other evidence of indebtedness or any contract, lease, loan
agreement or other credit agreement or instrument to which the Company is a
party or by which the Company may be bound or (ii) any applicable law. In the
event that the amount of Net Proceeds is reduced following the closing of a
Liquidity Event, including without limitation due to a purchase price adjustment
or indemnification obligations of the Company or other expense or liability, the
Parent or the Parent's stockholders in connection with such Liquidity Event, any
outstanding payments of Benefit Amounts owed to a Participant shall be reduced
by such Participant's pro rata share of the reduction in net proceeds; provided,
that in no event shall a Participant be obligated to return any Benefit Amounts
previously paid to such Participant.

      6.4 Waiver and Representations. Notwithstanding anything in this Plan to
the contrary, no Benefit Amounts shall be payable to any Participant hereunder,
and no Participant whose employment is terminated may continue to participate,
unless and until such Participant (or such Participant's successor(s), in the
case of death) executes and delivers, no later than 90 days after the request of
the Company, a waiver and release of any and all claims that such Participant,
or Participant's successor(s), may have against the Company, its directors,
officers, affiliates, subsidiaries and/or stockholders (collectively with the
Company, "Related Persons") and all directors, officers, managers, members and
shareholders of any of the Related Persons in such form as may be acceptable to
the Board.

      6.5 Withholding Taxes. The Company shall deduct from all payments made to
Participants the then applicable withholding and employment taxes as required by
federal or state law; provided, that to the extent any party other than the
Company makes payments to Participants, such payor may elect to pay amounts due
without deduction and to report such payments to participants on IRS Form 1099
or its equivalent.

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      6.6 Benefit Amounts Not Salary. Any Benefit Amounts payable under this
Plan shall not be deemed salary or other compensation to the Participant for the
purpose of computing benefits to which a Participant may be entitled under any
vacation, disability, profit sharing, pension plan or other arrangement of the
Company for the benefit of its employees or independent contractors.

      6.7 Funded Status. This Plan is intended to be an unfunded compensation
arrangement, with benefits payable, when due, by the Company out of the Net
Proceeds of a Liquidity Event. All rights created under this Plan shall be mere
unsecured contractual rights of the Participants against the Company.

      SECTION 7. ADMINISTRATION

      7.1 General Administration.

      (a) This Plan shall be administered by the Board. Any action or decision
of the Board with respect to the modification of this Plan shall be in writing.

      (b) The Board is authorized to interpret this Plan and to adopt rules and
procedures relating to the administration of this Plan. All actions of the Board
in connection with the interpretation and administration of this Plan, including
valuations of assets, liabilities and accounts, shall be binding and conclusive
on all parties and their successors or assigns.

      (c) The Board is expressly authorized to make such modifications to this
Plan as are necessary to effectuate the intent of this Plan, including without
limitation as a result of any changes in the tax, accounting, or securities laws
treatment of the Participant, this Plan, or the Company.

      (d) The Board may delegate its responsibilities to one of more officers of
the Company under such conditions and limitations as it may determine.

      (e) Neither the Board nor any officer of the Company shall be liable for
any action or determination made with respect to the Plan or any Unit granted
under it or the management or results of operation of the Company.

      7.2 Indemnification. To the maximum extent permitted by law, the Company
shall indemnify each member of the Board, as well as any other employee of the
Company with duties under this Plan, against any and all liabilities and
expenses (including any amount paid in judgment or settlement) reasonably
incurred by the individual in connection with any claims against the individual
by reason of the performance of the individual's duties under this Plan, unless
the losses are due to the individual's lack of good faith.

      7. 3 Termination/Amendment. Notwithstanding any other provision of this
Plan, the Board may at any time and from time to time terminate or amend this
Plan as to all Participants or as to any Participant if, in its sole and
absolute discretion, it finds such action appropriate under the

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existing circumstances; provided, however, no termination or amendment of this
Plan shall adversely affect any right or obligation with respect to any Units
held in such Participant's Account which are vested as of the date of such
termination or amendment.

      7.4 No Trust Created. Nothing contained herein shall be deemed to create a
trust of any kind or create any fiduciary relationship. To the extent that any
person acquires a right to receive payments from the Company under this Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Company.

      7.5 Forfeited Units. All Units that are forfeited by Participants pursuant
to this Plan shall be canceled and all rights of Participants, or their heirs,
devisees, designated beneficiaries, successors or assigns in or to such canceled
Units shall terminate. Forfeited Units shall again become available for grant.

      SECTION 8. MISCELLANEOUS

      8.1 No Additional Rights. The granting of Units under this Plan shall not
entitle any Participant to any rights as a stockholder or equityholder of the
Company, including, without limitation, voting, dividends or any other rights of
a stockholder or equityholder of the Company. A Unit only represents a
contingent right to certain Benefit Amounts as of the respective Redemption Date
and confers no other rights whatsoever. Neither the adoption of this Plan nor
the participation of any Participant in this Plan shall (a) affect or restrict
in any way the power of the Company to undertake any action otherwise permitted
under applicable law or (b) affect or restrict in any way the discretion or
authority of the Board or officers of the Company in the management of the
business and affairs of the Company or (c) confer upon any Participant the right
to continue performing services for the Company as an employee or as an
independent contractor or (d) interfere in any way with the right of the Company
to terminate the services of any Participant as an employee at any time, with or
without cause or (e) create any security or otherwise confer any rights or
duties under or in respect of any state or federal securities laws. The Board
retains full discretion to determine the procedure, occurrence and declaration
of Liquidity Events, and all other determinations hereunder.

      8.2 Non-Transferability. Benefits under this Plan are not assignable or
transferable. No Participant or beneficiary designated according to this Plan
shall have the right to sell, assign, transfer, pledge, gift, bequeath, encumber
or hypothecate his or her right in or to any Units in any manner, nor shall such
right of any Participant or beneficiary be subject to claims of his or her
creditors other than the Company, or be liable to attachment, execution or other
process of law. Any attempted sale, assignment, transfer, pledge, hypothecation,
gift, bequest or other disposition of Participant's right in or to the Units and
other amounts held in Participant's Account shall be null and void and without
effect.

      8.3 Notices. All notices or communications required or permitted to be
given under this Plan shall be given in writing and signed by the appropriate
party, dated, and shall be effective on the date such notice or communication is
delivered to the executive offices of the Company or sent to the last address
provided by a Participant to the Company, as the case may be.

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      8.4 Severability. If any provision of this Plan is invalid or
unenforceable, such provision shall not affect any other provision of this Plan.

      8.5 Captions. Captions of the various sections herein are solely for the
convenience of the parties and shall not affect or control the meaning or
construction of this Plan.

      8.6 Applicable Law. This Plan shall be construed and applied under the
laws of the State of California.

      8.7 Successors. The Plan shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and the Participants, and their heirs,
executors, administrators, legal representatives and beneficiaries.

      8.8 Integration. This Plan (together with any Grant Letter issued pursuant
hereto) supercedes all prior plans, agreements, arrangements and commitments
with or to any Participant with respect to equity participation or
equity-related deferred compensation in the Company.

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