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                                                                   EXHIBIT 10.34

                   TRADE'EX ELECTRONIC COMMERCE SYSTEMS, INC.

                         1997 EMPLOYEE STOCK OPTION PLAN


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.  Purpose of Plan .......................................................    1
2.  Definitions ...........................................................    1
3.  Limits on Options .....................................................    2
4.  Granting of Options ...................................................    3
5.  Terms of Stock Options ................................................    3
6.  Effect of Changes in Capitalization ...................................    4
7.  Delivery and Payment for Shares; Replacement Options ..................    6
8.  No Continuation of Employment and Disclaimer of Rights ................    7
9.  Administration ........................................................    7
10.  No Reservation of Shares .............................................    7
11.  Amendment of Plan ....................................................    8
12.  Termination of Plan ..................................................    8
13.  Effective Date .......................................................    8

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                   TRADE'EX ELECTRONIC COMMERCE SYSTEMS, INC.
                         1997 EMPLOYEE STOCK OPTION PLAN

1.       Purpose of Plan

         The purpose of this Plan is to enable TRADE'EX ELECTRONIC COMMERCE
SYSTEMS, INC. (the "Company") and its Subsidiaries to compete successfully in
attracting, motivating and retaining Employees with outstanding abilities by
making it possible for them to purchase Shares on terms that will give them a
direct and continuing interest in the future success of the businesses of the
Company and its Subsidiaries and encourage them to remain in the employ of the
Company or one or more of its Subsidiaries. Each Option is intended to be an
Incentive Stock Option, except to the extent that (a) any such Option would
exceed the limitations set forth in Section 3.(c) hereof and (b) for Options
specifically designated at the time of grant as not being Incentive Stock
Options.

2.       Definitions

         For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:

                (a)  "Board" means the Board of Directors of the Company.

                (b)  "Code" means the United States Internal Revenue Code of
1986, as amended.

                (c)  "Committee" means the Committee described in Section 9
hereof.

                (d)  "Effective Date" means the effective date of any
registration statement with respect to the Shares under the Securities Exchange
Act of 1934, as amended.

                (e)  "Employee" means a person who is regularly employed on a
salary basis by the Company or any Subsidiary, including an officer or director
of the Company or any Subsidiary who is also an employee of the Company or a
Subsidiary.

                (f)  "Fair Market Value" means, with respect to a Share, if the
Shares are then listed and traded on a registered national or regional
securities exchange, or quoted on The National Association of Securities
Dealers' Automated Quotation System (including The Nasdaq Stock Market's
National Market), the average closing price of a Share on such exchange or
quotation system for the five trading days immediately preceding the date of
grant of an Option, or, if Fair Market Value is used herein in connection with
any event other than the grant of an Option, then such average closing price for
the five trading days immediately preceding the date of such event. If the
Shares are not traded on a registered securities exchange or quoted in such a
quotation system, the Committee shall determine the Fair Market Value of a
Share.

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                (g)  "Incentive Stock Option" means an option granted under this
Plan and which is an incentive stock option within the meaning of section 422 of
the Code, or the corresponding provision of any subsequently enacted tax
statute.

                (h)  "Option" means an option granted under this Plan, whether
or not such option is an Incentive Stock Option.

                (i)  "Optionee" means any person who has been granted an Option
which Option has not expired or been fully exercised or surrendered.

                (j)  "Plan" means the Company's 1997 Employee Stock Option Plan.

                (k)  "Rule 16b-3" means Rule 16b-3 promulgated pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended, or any
successor rule.

                (l)  "Share" means one share of voting common stock, par value
$.10 per share, of the Company, and such other stock or securities that may be
substituted therefor pursuant to Section 6 hereof.

                (m)  "Subsidiary" means any "subsidiary corporation" within the
meaning of Section 424(f) of the Code.

3.       Limits on Options

                (a)  The total number of Shares with respect to which Options
may be granted under the Plan shall not exceed in the aggregate 130,000 Shares,
subject to adjustment as provided in Section 6 hereof. If any Option expires,
terminates or is terminated for any reason prior to its exercise in full, the
Shares that were subject to the unexercised portion of such Option shall be
available for future grants under the Plan.

                (b)  No Incentive Stock Option shall be granted to any Employee
who at the time such option is granted, owns capital stock of the Company
possessing more than 10% of the total combined voting power or value of all
classes of capital stock of the Company or any Subsidiary, determined in
accordance with the provisions of Section 422(b)(6) and 424(d) of the Code,
unless the option price at the time such Incentive Stock Option is granted is at
least 110 percent (110%) of the Fair Market Value of the Shares subject to the
Incentive Stock Option and such Incentive Stock Option is not exercisable by its
terms after the expiration of five (5) years from the date of grant.

                (c)  An Incentive Stock Option shall be granted hereunder only
to the extent that the aggregate Fair Market Value (determined at the time the
Incentive Stock Option is granted) of the Shares with respect to which such
Incentive Stock Option and any other "incentive stock option" (within the
meaning of Section 422 of the Code) are exercisable for the first time by any
Optionee during any calendar year (under the Plan and all other plans of the
Optionee's employer corporation and its parent and subsidiary corporations
within the meaning of Section 422(d) of the Code) does not exceed $100,000. This
limitation shall be applied by taking Incentive Stock Options and any such other
"incentive stock options" into account in the

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order in which such Incentive Stock Options and any such other "incentive stock
options" were granted.

4.       Granting of Options

         The Committee is authorized to grant Options to selected Employees
pursuant to the Plan beginning on the Effective Date. Subject to the provisions
of the Plan, the Committee shall have exclusive authority to select the
Employees to whom Options will be awarded under the Plan, to determine the
number of Shares to be included in such Options, and to determine such other
terms and conditions of Options, including terms and conditions which may be
necessary to qualify Incentive Stock Options as "incentive stock options" under
Section 422 of the Code. The date on which the Committee approves the grant of
an Option shall be considered the date on which such Option is granted, unless
the Committee provides for a specific date of grant which is subsequent to the
date of such approval.

5.       Terms of Stock Options

         Subject to Section 3 hereof, the terms of Options granted under this
Plan shall be as follows:

                (a)  The exercise price of each Share subject to an Option shall
be fixed by the Committee. Notwithstanding the prior sentence, the option
exercise price of an Incentive Stock Option shall be fixed by the Committee but
shall in no event be less than 100% of the Fair Market Value of the Shares
subject to such Option.

                (b)  Options shall not be assignable or transferable by the
Optionee other than by will or by the laws of descent and distribution except
that the Optionee may, with the consent of the Committee, transfer without
consideration Options that do not constitute Incentive Stock Options to the
Optionee's spouse, children or grandchildren (or to one or more trusts for the
benefit of any such family members or to one or more partnerships in which any
such family members are the only partners).

                (c)  Each Option shall expire and all rights thereunder shall
end at the expiration of such period (which shall not be more than ten (10)
years) after the date on which it was granted as shall be fixed by the
Committee, subject in all cases to earlier expiration as provided in subsections
(d) and (e) of this Section 5.

                (d)  During the life of an Optionee, an Option shall be
exercisable only by such Optionee (or Optionee's permitted assignee in the case
of Options that do not constitute Incentive Stock Options) and only within one
(1) month after the termination of the Optionee's employment with the Company or
a Subsidiary, other than by reason of the Optionee's death, permanent disability
or retirement with the consent of the Company or a Subsidiary as provided in
subsection (e) of this Section 5, but only if and to the extent the Option was
exercisable immediately prior to such termination, and subject to the provisions
of subsection (c) of this Section 5. If the Optionee's employment is terminated
for cause, or the Optionee terminates his employment with the Company, Options
granted at any one time by the Company which have not become exercisable with
respect to all such Options (even if a portion of such Options have become
exercisable) shall terminate immediately on the date of termination of
employment.

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Cause shall have the meaning set forth in any employment agreement then in
effect between the Optionee and the Company or any of its Subsidiaries, or if
the Optionee does not have any employment agreement, cause shall mean (i) if the
Optionee engages in conduct which has caused, or is reasonably likely to cause,
demonstrable and serious injury to the Company, or (ii) if the Optionee is
convicted of a felony, as evidenced by a binding and final judgment, order or
decree of a court of competent jurisdiction, which substantially impairs the
Optionee's ability to perform his or her duties to the Company.

                (e)  If an Optionee: (i) dies while employed by the Company or a
Subsidiary or within the period when an Option could have otherwise been
exercised by the Optionee; (ii) terminates employment with the Company or a
Subsidiary by reason of the "permanent and total disability" (within the meaning
of Section 22(e)(3) of the Code) of such Optionee; or (iii) terminates
employment with the Company or a Subsidiary as a result of such Optionee's
retirement, provided that the Company or such Subsidiary has consented in
writing to such Optionee's retirement, then, in each such case, such Optionee,
or the duly authorized representatives of such Optionee (or Optionee's permitted
assignee in the case of Options that do not constitute Incentive Stock Options),
shall have the right, at any time within three (3) months after the death,
disability or retirement of the Optionee, as the case may be, and prior to the
termination of the Option pursuant to subsection (c) of this Section 5, to
exercise any Option to the extent such Option was exercisable by the Optionee
immediately prior to such Optionee's death, disability or retirement. In the
discretion of the Committee, the three-month prior referenced in the immediately
preceding sentence may be extended for a period of up to one year.

                (f)  Subject to the foregoing terms and to such additional terms
regarding the exercise of an Option as the Committee may fix at the time of
grant, an Option may be exercised in whole at one time or in part from time to
time.

                (g)  Options granted pursuant to the Plan shall be evidenced by
an agreement in writing setting forth the material terms and conditions of the
grant, including, but not limited to, the number of Shares subject to options.
Option agreements covering Options need not contain similar provisions;
provided, however, that all such option agreements shall comply with the terms
of the Plan.

                (h)  The Committee is authorized to modify, amend or waive any
conditions or other restrictions with respect to Options, including conditions
regarding the exercise of Options.

6.       Effect of Changes in Capitalization

                (a)  If the number of outstanding Shares is increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of any recapitalization,
reclassification, stock split, combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock, or other increase or
decrease in such shares effected without receipt of consideration by the
Company, a proportionate and appropriate adjustment shall be made by the
Committee in (i) the aggregate number of Shares subject to the Plan, (ii) the
maximum number of Shares for which Options may be granted to any Employee during
any calendar year, and (iii) the number and kind of shares for which Options

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are outstanding, so that the proportionate interest of the Optionee immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding Options
shall not change the aggregate option price payable with respect to Shares
subject to the unexercised portion of the Options outstanding but shall include
a corresponding proportionate adjustment in the option price per Share.

                (b)  Subject to Section 6.(c) hereof, if the Company shall be
the surviving corporation in any reorganization, merger, share exchange or
consolidation of the Company with one or more other corporations or other
entities, any Option theretofore granted shall pertain to and apply to the
securities to which a holder of the number of Shares subject to such Option
would have been entitled immediately following such reorganization, merger,
share exchange or consolidation, with a corresponding proportionate adjustment
of the option price per Share so that the aggregate option price thereafter
shall be the same as the aggregate option price of the Shares remaining subject
to the Option immediately prior to such reorganization, merger, share exchange
or consolidation.

                (c)  In the event of: (i) the adoption of a plan of
reorganization, merger, share exchange or consolidation of the Company with one
or more other corporations or other entities as a result of which the holders of
the Shares as a group would receive less than fifty percent (50%) of the voting
power of the capital stock or other interests of the surviving or resulting
corporation or entity; (ii) the adoption of a plan of liquidation or the
approval of the dissolution of the Company; (iii) the approval by the Board of
an agreement providing for the sale or transfer (other than as a security for
obligations of the Company or any Subsidiary) of substantially all of the assets
of the Company; or (iv) the acquisition of more than twenty percent (20%) of the
outstanding Shares by any person within the meaning of Rule 13(d)(3) under the
Securities Exchange Act of 1934, as amended, if such acquisition is not preceded
by a prior expression of approval by the Board, then, in each such case, any
Option granted thereunder shall become immediately exercisable in full, subject
to any appropriate adjustments in the number of Shares subject to such Option
and the option price, regardless of any provision contained in the Plan or any
stock option agreement with respect thereto limiting the exercisability of the
Option for any length of time. Notwithstanding the foregoing, if a successor
corporation or other entity as contemplated in clause (i) or (iii) of the
preceding sentence agrees to assume the outstanding Options or to substitute
substantially equivalent options, then the outstanding Options issued hereunder
shall not be immediately exercisable, but shall remain exercisable in accordance
with the terms of the Plan and the applicable stock option agreements.

                (d)  Adjustments under this Section 6 relating to Shares or
securities of the Company shall be made by the Committee, whose determination in
that respect shall be final and conclusive. Options subject to grant or
previously granted under the Plan at the time of any event described in this
Section 6 shall be subject to only such adjustments as shall be necessary to
maintain the proportionate interest of the options and preserve, without
exceeding, the value of such options. No fractional Shares or units of other
securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding
upward to the nearest whole Share or unit.

                (e)  The grant of an Option pursuant to the Plan shall not
affect or limit in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or

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changes of its capital or business structure or to merge, consolidate, dissolve
or liquidate, or to sell or transfer all or any part of its business or assets.

7.       Delivery and Payment for Shares; Replacement Options

                (a)  No Shares shall be delivered upon the exercise of an Option
until the option price for the Shares acquired has been paid in full. No Shares
shall be issued or transferred under the Plan unless and until all legal
requirements applicable to the issuance or transfer of such Shares have been
complied with to the satisfaction of the Committee and adequate provision has
been made by the Optionee for satisfying any applicable federal, state or local
income or other taxes incurred by reason of the exercise of the Option. Any
Shares issued by the Company to an Optionee upon exercise of an Option may be
made only in strict compliance with and in accordance with applicable state and
federal securities laws.

                (b)  Payment of the option price for the Shares purchased
pursuant to the exercise of an Option and of any applicable withholding taxes
shall be made, as determined by the Committee and set forth in the option
agreement pertaining to such Option: (i) in cash or by check payable to the
order of the Company; (ii) through the tender to the Company of Shares, which
Shares shall be valued, for purposes of determining the extent to which the
option price has been paid thereby, at their Fair Market Value on the date of
exercise; or (iii) by a combination of the methods described in (a) and (b)
hereof; provided, however, that the Committee may in its discretion impose and
set forth in the option agreement pertaining to an Option such limitations or
prohibitions on the use of Shares to exercise Options as it deems appropriate.
The Committee also may authorize payment in accordance with a cashless exercise
program under which, if so instructed by the Optionee, Shares may be issued
directly to the Optionee's broker upon receipt of the option price in cash from
the broker.

                (c)  To the extent that the payment of the exercise price for
the Shares purchased pursuant to the exercise of an Option is made with Shares
as provided in Section 7.(b) hereof, then, at the discretion of the Committee,
the Optionee may be granted a replacement Option under the Plan to purchase a
number of Shares equal to the number of Shares tendered as permitted in Section
7.(b) hereof, with an exercise price per Share equal to the Fair Market Value on
the date of grant of such replacement Option and with a term extending to the
expiration date of the original Option.

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8.       No Continuation of Employment and Disclaimer of Rights

         No provision in the Plan or in any Option granted or option agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Company or any Subsidiary,
or to interfere in any way with the right and authority of the Company or any
Subsidiary either to increase or decrease the compensation of any individual at
any time, or to terminate any employment or other relationship between any
individual and the Company or any Subsidiary. The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
Optionee or beneficiary under the terms of the Plan. An Optionee shall have none
of the rights of a shareholder of the Company until all or some of the Shares
covered by an Option are fully paid and issued to such Optionee.

9.       Administration

                (a)  The Plan is intended to comply with Rule 16b-3. Subject to
the provisions of subsection (b) of this Section 9, the Plan shall be
administered by the Committee which shall interpret the Plan and make all other
determinations necessary or advisable for its administration, including such
rules and regulations and procedures as it deems appropriate. The Committee
shall consist of not fewer than two members of the Board each of whom shall
qualify (at the time of appointment to the Committee and during all periods of
service on the Committee) in all respects as a "disinterested person" as defined
in Rule 16b-3 and as an outside director as defined in Section 162(m) of the
Code and regulations thereunder. Subject to the provisions of subsection (b) of
this Section 9, in the event of a disagreement as to the interpretation of the
Plan or any amendment hereto or any rule, regulation or procedure hereunder or
as to any right or obligation arising from or related to the Plan, the decision
of the Committee shall be final and binding upon all persons in interest,
including the Company, the Optionee and the Company's shareholders.

                (b)  Notwithstanding any provision of the Plan to the contrary,
if any determination or interpretation to be made by the Committee with regard
to any question arising under the Plan or any option agreement entered into
hereunder is not required to be made by the Committee under Rule 16b-3, such
determination or interpretation may be made by the Board, and shall be final and
binding upon all persons in interest, including the Company, the Optionee and
the Company's shareholders; provided, however, that the Board shall not make any
such determination or interpretation that would result in the Plan's
noncompliance with Rule 16b-3.

                (c)  No member of the Committee or the Board shall be liable for
any action taken or decision made, or any failure to take any action, in good
faith with respect to the Plan or any Option granted or option agreement entered
into hereunder.

10.      No Reservation of Shares

         The Company shall be under no obligation to reserve or to retain in its
treasury any particular number of Shares in connection with its obligations
hereunder.

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11.      Amendment of Plan

         The Board, without further action by the shareholders, may amend this
Plan from time to time as it deems desirable and shall make any amendments which
may be required so that Options intended to be Incentive Stock Options shall at
all times continue to be Incentive Stock Options for purpose of the Code;
provided, however, that no amendment shall be made without shareholder approval
if such approval would be required to comply with Rule 16b-3 or the Code.

12.      Termination of Plan

         This Plan shall terminate ten (10) years from the Effective Date. The
Board may, in its discretion, suspend or terminate the Plan at any time prior to
such date, but such termination or suspension shall not adversely affect any
right or obligation with respect to any outstanding Option.

13.      Effective Date

         The Plan shall become effective on the Effective Date and Options
hereunder may be granted at any time on or after that date. If the shareholders
of the Company fail to approve the Plan within one year after the Effective
Date, any Incentive Stock Option granted hereunder shall be null, void and of no
effect.

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                               FIRST AMENDMENT TO
                            TRADEX TECHNOLOGIES, INC.
                         1997 EMPLOYEE STOCK OPTION PLAN
                           Amended as of April 4, 2001

I.   Purpose of the Amendment.

            On March 8, 2000, Ariba, Inc. consummated a merger among Ariba,
Inc., Apache Merger Corporation, a wholly owned subsidiary of Ariba, Inc., and
Tradex Technologies, Inc., a Delaware corporation (the "Merger"), pursuant to
which the Tradex Technologies, Inc. 1997 Employee Stock Option Plan (the "Plan")
was assumed by Ariba, Inc., including all outstanding options under the Plan. As
a result of the Merger and the assumption of the Plan, Ariba, Inc. wishes to
amend the Plan in several minor respects in order to permit Ariba, Inc. to grant
options under the assumed Plan.

II.  Amendment to Plan.

            As of April 4, 2001, the Plan is hereby amended as follows:

            (a)   The first sentence of Section 1 of the Plan is hereby amended
by substituting the words "Ariba, Inc." for the words "Trade Ex Electronic
Commerce Systems, Inc." The first sentence of Section 1 of the Plan shall
henceforth read as follows:

                  The purpose of this Plan is to enable Ariba, Inc. (the
                  "Company") and its Subsidiaries to compete successfully in
                  attracting, motivating and retaining Employees with
                  outstanding abilities by making it possible for them to
                  purchase Shares on terms that will give them a direct and
                  continuing interest in the future success of the business of
                  the Company and its Subsidiaries and encourage them to remain
                  in the employ of the Company or one or more of its
                  Subsidiaries.

            (b)   Section 2(e) is hereby amended by providing that consultants
and non-employee directors shall be considered "Employees" under the Plan.
Section 2(e) shall henceforth read as follows:

                  "Employee" means a person who is regularly employed on a
                  salary basis by the Company or any Subsidiary, including an
                  officer or director of the Company or any Subsidiary who is
                  also an employee of the Company or a Subsidiary. "Employee"
                  shall also mean a person who is performing services for the
                  company or any Subsidiary as a consultant or as a non-employee
                  director.

            (c)   Section 2(l) is hereby amended by changing the par value from
$.10 to $.02. Section 2(l) of the Plan shall henceforth read as follows:

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                  "Share" means one share of voting common stock, par value $.02
                  per share, of the Company, and such other stock or securities
                  that may be substituted therefor pursuant to Section 6 hereof.

            (d)   Section 3(a) is hereby amended by substituting the number
"496,544" for the number "130,000." Section 3(a) shall henceforth read as
follows:

                  The total number of shares with respect to which Options may
                  be granted under the Plan shall not exceed in the aggregate
                  496,544 Shares, subject to adjustment as provided in Section 6
                  hereof. If any Option expires, terminates or is terminated for
                  any reason prior to its exercise in full, the Shares that were
                  subject to the unexercised portion of such Option shall be
                  available for future grants under the Plan.

III. Effective Date.

            This First Amendment shall be effective upon its approval by the
Compensation Committee of the Board of Directors of Ariba, Inc.

IV.  Effect on the Plan.

            Except as expressly amended hereby, the Plan shall remain unchanged
and in full force and effect and is hereby ratified and confirmed.

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