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                                                                   EXHIBIT 10.33


                            TRADEX TECHNOLOGIES, INC.
                      1999 STOCK OPTION/STOCK ISSUANCE PLAN


                                   ARTICLE ONE
                               GENERAL PROVISIONS

         1.       PURPOSE OF THE PLAN

         This 1999 Stock Option/Stock Issuance Plan is intended to promote the
interests of Tradex Technologies, Inc., a Delaware corporation, by providing
eligible persons with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation. Capitalized
terms shall have the meanings assigned to such terms in the attached Appendix.

         2.       STRUCTURE OF THE PLAN

         A.       The Plan shall be divided into two (2) separate equity
programs:

                  (i)      the Option Grant Program under which eligible persons
         may, at the discretion of the Plan Administrator, be granted options to
         purchase shares of Common Stock, and

                  (ii)     the Stock Issuance Program under which eligible
         persons may, at the discretion of the Plan Administrator, be issued
         shares of Common Stock directly, either through the immediate purchase
         of such shares or as a bonus for services rendered the Corporation (or
         any Parent or Subsidiary).

         B.       The provisions of Articles One and Four shall apply to both
the equity programs under the Plan and shall accordingly govern the interests of
all persons under the Plan.

         3.       ADMINISTRATION OF THE PLAN

         A.       The Plan shall be administered by the Board. However, any or
all administrative functions otherwise exercisable by the Board may be delegated
to the Committee. Members of the Committee shall serve for such period of time
as the Board may determine and may be removed by the Board at any time. The
Board may also at any time terminate the functions of the Committee and reassume
all powers and authority previously delegated to the Committee.

         B.       The Plan Administrator shall have full power and authority to
establish such rules and regulations as it may deem appropriate for proper
administration of the Plan and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding options or stock issuances
thereunder as it may deem necessary or advisable. Decisions of the Plan
Administrator shall be final and binding on all parties who have an interest in
the Plan or any option or stock issuance thereunder.

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         4.       ELIGIBILITY

         A.  The persons eligible to participate in the Plan are as follows:

                  (i)      Employees,

                  (ii)     non-employee members of the Board or the board of
         directors of any Parent or Subsidiary, and

                  (iii)    consultants and other independent advisors who
         provide services to the Corporation (or any Parent or Subsidiary).

         B.  The Plan Administrator shall have full authority to determine, (i)
with respect to the option grants under the Option Grant Program, which eligible
persons are to receive option grants, the time or times when such option grants
are to be made, the number of shares to be covered by each such grant, the
status of the granted option as either an Incentive Option or a Non- Statutory
Option, the time or times at which each option is to become exercisable, the
vesting schedule (if any) applicable to the option shares and the maximum term
for which the option is to remain outstanding and (ii) with respect to stock
issuances under the Stock Issuance Program, which eligible persons are to
receive stock issuances, the time or times when such issuances are to be made,
the number of shares to be issued to each Participant, the vesting schedule (if
any) applicable to the issued shares and the consideration to be paid for such
shares.

         C.  The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Option Grant Program or to effect stock
issuances in accordance with the Stock Issuance Program.

         5.       STOCK SUBJECT TO THE PLAN

         A.  The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall not exceed 1,268,253
shares.

         B.  Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
expire or terminate for any reason prior to exercise in full or (ii) the options
are cancelled in accordance with the cancellation provisions of Article Two. All
shares issued under the Plan, whether or not those shares are subsequently
repurchased or cancelled by the Corporation pursuant to its repurchase or
cancellation rights under the Plan, shall reduce on a share-for- share basis the
number of shares of Common Stock available for subsequent issuance under the
Plan.

         C.  Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan and (ii) the number and/or class of securities and the exercise

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price per share in effect under each outstanding option in order to prevent the
dilution or enlargement of benefits thereunder. The adjustments determined by
the Plan Administrator shall be final, binding and conclusive. In no event shall
any such adjustments be made in connection with the conversion of one or more
outstanding shares of the Corporation's preferred stock into shares of Common
Stock.


                                   ARTICLE TWO
                              OPTION GRANT PROGRAM

         1.  OPTION TERMS

         Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

         A.  EXERCISE PRICE.

                  (i)      The exercise price per share shall be fixed by the
         Plan Administrator and may be less than, equal to or greater than the
         Fair Market Value per share of Common Stock on the option grant date.

                  (ii)     The exercise price shall become immediately due upon
         exercise of the option and shall, subject to the provisions the
         documents evidencing the option, be payable in cash or check made
         payable to the Corporation. Should the Common Stock be registered under
         Section 12(g) of the 1934 Act at the time the option is exercised, then
         the exercise price may also be paid as follows:

                           (a) in shares of Common Stock held for the requisite
                  period necessary to avoid a charge to the Corporation's
                  earnings for financial reporting purposes and valued at Fair
                  Market Value on the Exercise Date, or

                           (b) to the extent the option is exercised for vested
                  shares, through a special sale and remittance procedure
                  pursuant to which the Optionee shall concurrently provide
                  irrevocable written instructions to (a) a
                  Corporation-designated brokerage firm to effect the immediate
                  sale of the purchased shares and remit to the Corporation, out
                  of the sale proceeds available on the settlement date,
                  sufficient funds to cover the aggregate exercise price payable
                  for the purchased shares plus all applicable Federal, state
                  and local income and employment taxes required to be withheld
                  by the Corporation by reason of such exercise and (b) the
                  Corporation to deliver the certificates for the purchased
                  shares directly to such brokerage firm in order to complete
                  the sale.

         Except to the extent such sale and remittance procedure is utilized,
         payment of the exercise price for the purchased shares must be made on
         the Exercise Date.

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         B.  EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at
such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.

         C.  EFFECT OF TERMINATION OF SERVICE.

                  (i)      The following provisions shall govern the exercise of
         any options held by the Optionee at the time of cessation of Service or
         death:

                           (a)      Any option outstanding at the time of the
                  Optionee's cessation of Service for any reason shall remain
                  exercisable for such period of time thereafter as shall be
                  determined by the Plan Administrator and set forth in the
                  documents evidencing the option, but no such option shall be
                  exercisable after the expiration of the option term.

                           (b)      Any option exercisable by the Optionee at
                  the time of death may be exercised subsequently by the
                  personal representative of the Optionee's estate or by the
                  person or persons to whom the option is transferred pursuant
                  to the Optionee's will or in accordance with the laws of
                  descent and distribution.

                           (c)      During the applicable post-Service exercise
                  period, the option may not be exercised in the aggregate for
                  more than the number of vested shares for which the option is
                  exercisable on the date of the Optionee's cessation of
                  Service. Upon the expiration of the applicable exercise period
                  or (if earlier) upon the expiration of the option term, the
                  option shall terminate and cease to be outstanding for any
                  vested shares for which the option has not been exercised.
                  However, the option shall, immediately upon the Optionee's
                  cessation of Service, terminate and cease to be outstanding to
                  the extent the option is not otherwise at that time
                  exercisable for vested shares.

                           (d)      Should the Optionee's Service be terminated
                  for Misconduct, then all outstanding options held by the
                  Optionee shall terminate immediately and cease to be
                  outstanding.

                           (e)      In the event of an Involuntary Termination
                  following a Corporate Transaction, the provisions of Section 3
                  of this Article Two shall govern the period for which the
                  outstanding options are to remain exercisable following the
                  Optionee's cessation of Service and shall supersede any
                  provisions to the contrary in this section.

                  (ii)     The Plan Administrator shall have the discretion,
         exercisable either at the time an option is granted or at any time
         while the option remains outstanding, to:

                           (a)      extend the period of time for which the
                  option is to remain exercisable following the Optionee's
                  cessation of Service from the period

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                  otherwise in effect for that option to such greater period of
                  time as the Plan Administrator shall deem appropriate, but in
                  no event beyond the expiration of the option term, and/or

                           (b)      permit the option to be exercised, during
                  the applicable post-Service exercise period, not only with
                  respect to the number of vested shares of Common Stock for
                  which such option is exercisable at the time of the Optionee's
                  cessation of Service but also with respect to one or more
                  additional installments in which the Optionee would have
                  vested under the option had the Optionee continued in Service.

         D.  STOCKHOLDER RIGHTS. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

         E.  REPURCHASE RIGHTS. The Plan Administrator shall have the discretion
to grant options which are exercisable for unvested shares of Common Stock.
Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

         F.  FIRST REFUSAL RIGHTS. Until such time as the Common Stock is first
registered under Section 12(g) of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the Optionee
(or any successor in interest) of any shares of Common Stock issued under the
Option Grant Program. Such right of first refusal shall be exercisable in
accordance with the terms established by the Plan Administrator and set forth in
the document evidencing such right.

         G.  LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death. However, a Non-Statutory Option may
be assigned in whole or in part during the Optionee's lifetime in accordance
with the terms of a Qualified Domestic Relations Order. The assigned portion may
only be exercised by the person or persons who acquire a proprietary interest in
the option pursuant to such Qualified Domestic Relations Order. The terms
applicable to the assigned portion shall be the same as those in effect for the
option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Plan Administrator may deem appropriate.

         2.  INCENTIVE OPTIONS

         The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section 2, all the provisions of
Articles One, Two and Four

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shall be applicable to Incentive Options. Options which are specifically
designated as Non-Statutory Options when issued under the Plan shall not be
subject to the terms of this Section 2.

         A.  ELIGIBILITY. Incentive Options may only be granted to Employees.

         B.  EXERCISE PRICE. The exercise price per share shall not be less than
one hundred percent (100%) of the Fair Market Value per share of Common Stock on
the option grant date.

         C.  DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one (1) calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

         D.  10% STOCKHOLDER. If any Employee to whom an Incentive Option is
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date and the option term shall not exceed five
(5) years measured from the option grant date.

         3.  CORPORATE TRANSACTION

         A.  In the event of any Corporate Transaction, each outstanding option
shall automatically accelerate so that each such option shall, immediately prior
to the effective date of the Corporate Transaction, become fully exercisable for
all of the shares of Common Stock at the time subject to such option and may be
exercised for any or all of those shares as fully-vested shares of Common Stock.
However, an outstanding option shall not so accelerate if and to the extent: (i)
such option is, in connection with the Corporate Transaction, either to be
assumed by the successor corporation (or parent thereof) or to be replaced with
a comparable option to purchase shares of the capital stock of the successor
corporation (or parent thereof), (ii) such option is to be replaced with a cash
incentive program of the successor corporation which preserves the spread
existing on the unvested option shares at the time of the Corporate Transaction
and provides for subsequent payout in accordance with the same vesting schedule
applicable to such option or (iii) the acceleration of such option is subject to
other limitations imposed by the Plan Administrator at the time of the option
grant. The determination of option comparability under clause (i) above shall be
made by the Plan Administrator, and its determination shall be final, binding
and conclusive.

         B.  All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or

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(ii) such accelerated vesting is precluded by other limitations imposed by the
Plan Administrator at the time the repurchase right is issued.

         C.  Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

         D.  Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

         E.  Any options which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time shall automatically
accelerate (and any of the Corporation's outstanding repurchase rights which do
not otherwise terminate at the time of the Corporate Transaction shall
automatically terminate and the shares of Common Stock subject to those
terminated rights shall immediately vest in full) in the event the Optionee's
Service should subsequently terminate by reason of an Involuntary Termination
within eighteen (18) months following the effective date of such Corporate
Transaction. Any options so accelerated shall remain exercisable for fully-
vested shares until the earlier of (i) the expiration of the option term or (ii)
the expiration of the one (1)-year period measured from the effective date of
the Involuntary Termination.

         F.  The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or more
outstanding options (and the automatic termination of one or more outstanding
repurchase rights with the immediate vesting of the shares of Common Stock
subject to those rights) upon the occurrence of a Corporate Transaction, whether
or not those options are to be assumed or replaced (or those repurchase rights
are to be assigned) in the Corporate Transaction. The Plan Administrator shall
also have the discretion to grant options which do not accelerate (and to
provide for repurchase rights which do not terminate) upon a Corporate
Transaction or an Involuntary Termination following a Corporate Transaction.

         G.  The portion of any Incentive Option accelerated in connection with
a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a Non-
Statutory Option under the Federal tax laws.

         H.  The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure

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

         4.  CANCELLATION AND REGRANT OF OPTIONS

         The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Option Grant Program
and to grant in substitution new options covering the same or different number
of shares of Common Stock.


                                  ARTICLE THREE
                             STOCK ISSUANCE PROGRAM

         1.  STOCK ISSUANCE TERMS

         Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below.

         A.  PURCHASE PRICE.

                  (i).     The purchase price per share shall be fixed by the
         Plan Administrator and may be less than, equal to or greater than the
         Fair Market Value per share of Common Stock on the stock issuance date.

                  (ii)     Subject to the provisions the documents evidencing
         the option, shares of Common Stock may be issued under the Stock
         Issuance Program for one or both of the following items of
         consideration which the Plan Administrator may deem appropriate in each
         individual instance:

                           (a)      cash or check made payable to the
                  Corporation, or

                           (b)      past services rendered to the Corporation
                  (or any Parent or Subsidiary).

         B.  VESTING PROVISIONS.

                  (i).     Shares of Common Stock issued under the Stock
         Issuance Program may, in the discretion of the Plan Administrator, be
         fully and immediately vested upon issuance or may vest in one or more
         installments over the Participant's period of Service or upon
         attainment of specified performance objectives. The elements of the
         vesting schedule applicable to any unvested shares of Common Stock
         issued under the Stock Issuance Program, namely:

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                           (a) the Service period to be completed by the
                  Participant or the performance objectives to be attained,

                           (b) the number of installments in which the shares
                  are to vest,

                           (c) the interval or intervals (if any) which are to
                  lapse between installments, and

                           (d) the effect which death, Permanent Disability or
                  other event designated by the Plan Administrator is to have
                  upon the vesting schedule,

         shall be determined by the Plan Administrator and incorporated into the
         Stock Issuance Agreement.

                  (ii)     Any new, substituted or additional securities or
         other property (including money paid other than as a regular cash
         dividend) which the Participant may have the right to receive with
         respect to the Participant's unvested shares of Common Stock by reason
         of any stock dividend, stock split, recapitalization, combination of
         shares, exchange of shares or other change affecting the outstanding
         Common Stock as a class without the Corporation's receipt of
         consideration shall be issued subject to (a) the same vesting
         requirements applicable to the Participant's unvested shares of Common
         Stock and (b) such escrow arrangements as the Plan Administrator shall
         deem appropriate.

                  (iii)    The Participant shall have full stockholder rights
         with respect to any shares of Common Stock issued to the Participant
         under the Stock Issuance Program, whether or not the Participant's
         interest in those shares is vested. Accordingly, the Participant shall
         have the right to vote such shares and to receive any regular cash
         dividends paid on such shares.

                  (iv)     Should the Participant cease to remain in Service
         while holding one or more unvested shares of Common Stock issued under
         the Stock Issuance Program or should the performance objectives not be
         attained with respect to one or more such unvested shares of Common
         Stock, then those shares shall be immediately surrendered to the
         Corporation for cancellation, and the Participant shall have no further
         stockholder rights with respect to those shares. To the extent the
         surrendered shares were previously issued to the Participant for
         consideration paid in cash or cash equivalent (including the
         Participant's purchase-money indebtedness), the Corporation shall repay
         to the Participant the cash consideration paid for the surrendered
         shares and shall cancel the unpaid principal balance of any outstanding
         purchase-money note of the Participant attributable to the surrendered
         shares.

                  (v)      The Plan Administrator may in its discretion waive
         the surrender and cancellation of one or more unvested shares of Common
         Stock (or other assets attributable thereto) which would otherwise
         occur upon the cessation of the Participant's Service or the
         non-attainment of the performance objectives applicable to such shares.
         Such waiver shall result in the immediate vesting of the Participant's
         interest in the shares

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         of Common Stock as to which the waiver applies. Such waiver may be
         effected at any time, whether before or after the Participant's
         cessation of Service or the attainment or non-attainment of the
         applicable performance objectives.

         C.  FIRST REFUSAL RIGHTS. Until such time as the Common Stock is first
registered under Section 12(g) of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock issued
under the Stock Issuance Program. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.

         2.  CORPORATE TRANSACTION

         A.  All of the outstanding cancellation rights under the Stock Issuance
Program shall terminate automatically, and all the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
of any Corporate Transaction, except to the extent (i) those cancellation rights
are assigned to the successor corporation (or parent thereof) in connection with
such Corporate Transaction or (ii) such accelerated vesting is precluded by
other limitations imposed in the Stock Issuance Agreement.

         B.  Any cancellation rights that are assigned in the Corporate
Transaction shall automatically terminate, and the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
the Participant's Service should subsequently terminate by reason of an
Involuntary Termination within eighteen (18) months following the effective date
of such Corporate Transaction.

         C.  The Plan Administrator shall have the discretion, exercisable
either at the time the unvested shares are issued or at any time while the
Corporation's cancellation right remains outstanding, to provide for the
automatic termination of one or more outstanding cancellation rights, and the
immediate vesting of the shares of Common Stock subject to those rights, upon
the occurrence of a Corporate Transaction, whether or not those cancellation
rights are assigned in connection with the Corporate Transaction.

         3.  SHARE ESCROW/LEGENDS

         Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares vests
or may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.

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                                  ARTICLE FOUR
                                  MISCELLANEOUS

         1.  EFFECTIVE DATE AND TERM OF THE PLAN

         A.  The Plan shall become effective when adopted by the Board, but no
option granted under the Plan may be exercised, and no shares shall be issued
under the Plan, until the Plan is approved by the Corporation's stockholders. If
such stockholder approval is not obtained within twelve (12) months after the
date of the Board's adoption of the Plan, then all options previously granted
under the Plan shall terminate and cease to be outstanding, and no further
options shall be granted and no shares shall be issued under the Plan. Subject
to such limitation, the Plan Administrator may grant options and issue shares
under the Plan at any time after the effective date of the Plan and before the
date fixed herein for termination of the Plan.

         B.  The Plan shall terminate upon the earliest of (i) the expiration of
the ten (10)-year period measured from the date the Plan is adopted by the
Board, (ii) the date on which all shares available for issuance under the Plan
shall have been issued pursuant to the exercise of options or the issuance of
shares (whether vested or unvested) under the Plan or (iii) the termination of
all outstanding options in connection with a Corporate Transaction. Upon such
Plan termination, all options and unvested stock issuances outstanding under the
Plan shall continue to have full force and effect in accordance with the
provisions of the documents evidencing such options or issuances.

         2.  AMENDMENT OF THE PLAN

         A.  The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect any rights and obligations with respect to
options or unvested stock issuances at the time outstanding under the Plan,
unless the Optionee or the Participant consents to such amendment or
modification. In addition, the Board shall not, without the approval of the
Corporation's stockholders, (i) increase the maximum number of shares issuable
under the Plan, except for permissible adjustments in the event of certain
changes in the Corporation's capitalization, (ii) materially modify the
eligibility requirements for Plan participation or (iii) materially increase the
benefits accruing to Plan participants.

         B.  Options to purchase shares of Common Stock may be granted under the
Plan and shares of Common Stock may be issued under the Plan that are in each
instance in excess of the number of shares then available for issuance under the
Plan, provided any excess shares actually issued under the Plan are held in
escrow until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under the
Plan. If such stockholder approval is not obtained within twelve (12) months
after the date the first such excess grants or issuances are made, then (i) any
unexercised options granted on the basis of such excess shares shall terminate
and cease to be outstanding and (ii) the Corporation shall promptly refund to
the Optionees and the Participants the exercise or purchase price paid for any
excess shares issued under the Plan and held in escrow, together with interest

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(at the applicable Short-Term Federal Rate) for the period the shares were held
in escrow, and such shares shall thereupon be automatically cancelled and cease
to be outstanding.

         3.  USE OF PROCEEDS

         Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

         4.  WITHHOLDING

         The Corporation's obligation to deliver shares of Common Stock upon the
exercise of any options or upon the issuance or vesting of such shares issued
under the Plan shall be subject to the satisfaction of all applicable Federal,
state and local income and employment tax withholding requirements.

         5.  REGULATORY APPROVALS

         The implementation of the Plan, the granting of any option under the
Plan and the issuance of any shares of Common Stock (i) upon the exercise of any
option or (ii) under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it and
the shares of Common Stock issued pursuant to it.

         6.  NO EMPLOYMENT OR SERVICE RIGHTS

         Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

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                                    APPENDIX

The following definitions shall be in effect under the Plan:

         A.  BOARD shall mean the Corporation's Board of Directors.

         B.  CODE shall mean the Internal Revenue Code of 1986, as amended.

         C.  COMMITTEE shall mean a committee of two (2) or more Board members
appointed by the Board to exercise one or more administrative functions under
the Plan.

         D.  COMMON STOCK shall mean the Corporation's common stock.

         E.  CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

             (i)  a merger or consolidation in which securities possessing more
         than fifty percent (50%) of the total combined voting power of the
         Corporation's outstanding securities are transferred to a person or
         persons different from the persons holding those securities immediately
         prior to such transaction, or

             (ii) the sale, transfer or other disposition of all or
         substantially all of the Corporation's assets in complete liquidation
         or dissolution of the Corporation.

         F.  CORPORATION shall mean Tradex Technologies, Inc., a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Tradex Technologies, Inc. which shall by appropriate
action adopt the Plan.

         G.  DOMESTIC RELATIONS ORDER shall mean any judgment, decree or order
(including approval of a property settlement agreement) which provides or
otherwise conveys, pursuant to applicable State domestic relations laws
(including community property laws), marital property rights to any spouse or
former spouse of the Optionee.

         H.  EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

         I.  EXERCISE DATE shall mean the date on which the Corporation shall
have received written notice of the option exercise.

         J.  FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

             (i)      If the Common Stock is at the time traded on the Nasdaq
         National Market, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question, as
         such price is reported by the National Association of Securities

                                       13

<PAGE>

         Dealers on the Nasdaq National Market or any successor system. If there
         is no closing selling price for the Common Stock on the date in
         question, then the Fair Market Value shall be the closing selling price
         on the last preceding date for which such quotation exists.

             (ii)     If the Common Stock is at the time listed on any Stock
         Exchange, then the Fair Market Value shall be the closing selling price
         per share of Common Stock on the date in question on the Stock Exchange
         determined by the Plan Administrator to be the primary market for the
         Common Stock, as such price is officially quoted in the composite tape
         of transactions on such exchange. If there is no closing selling price
         for the Common Stock on the date in question, then the Fair Market
         Value shall be the closing selling price on the last preceding date for
         which such quotation exists.

             (iii)    If the Common Stock is at the time neither listed on any
         Stock Exchange nor traded on the Nasdaq National Market, then the Fair
         Market Value shall be determined by the Plan Administrator after taking
         into account such factors as the Plan Administrator shall deem
         appropriate.

         K.  INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

         L.  INVOLUNTARY TERMINATION shall mean the termination of the Service
of any individual which occurs by reason of:

             (i)      such individual's involuntary dismissal or discharge by
         the Corporation for reasons other than Misconduct, or

             (ii)     such individual's voluntary resignation following (A) a
         change in his or her position with the Corporation which materially
         reduces his or her level of responsibility, (B) a reduction in his or
         her level of compensation (including base salary, fringe benefits and
         participation in corporate-performance based bonus or incentive
         programs) by more than fifteen percent (15%) or (C) a relocation of
         such individual's place of employment by more than fifty (50) miles,
         provided and only if such change, reduction or relocation is effected
         by the Corporation without the individual's consent.

         M.  MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

         N.  1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.

                                       14

<PAGE>

         O.  NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.

         P.  OPTION GRANT PROGRAM shall mean the option grant program in effect
under the Plan.

         Q.  OPTIONEE shall mean any person to whom an option is granted under
the Option Grant Program.

         R.  PARENT shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

         S.  PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

         T.  PERMANENT DISABILITY shall mean the inability of the Optionee or
the Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to result in death
or to be of continuous duration of twelve (12) months or more.

         U.  PLAN shall mean the Corporation's 1999 Stock Option/Stock Issuance
Plan, as set forth in this document.

         V.  PLAN ADMINISTRATOR shall mean either the Board or the Committee, to
the extent the Committee is at the time responsible for the administration of
the Plan.

         W.  QUALIFIED DOMESTIC RELATIONS ORDER shall mean a Domestic Relations
Order which substantially complies with the requirements of Code Section 414(p).
The Plan Administrator shall have the sole discretion to determine whether a
Domestic Relations Order is a Qualified Domestic Relations Order.

         X.  SERVICE shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a non-
-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

         Y.  STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

         Z.  STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by
the Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

                                       15

<PAGE>

         AA. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
effect under the Plan.

         AB. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

         AC. 10% STOCKHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

                                       16

<PAGE>

                               FIRST AMENDMENT TO
                            TRADEX TECHNOLOGIES, INC.
                      1999 STOCK OPTION/STOCK ISSUANCE 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. 1999 Stock Option/Stock Issuance
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 "Tradex
Technologies, Inc." The first sentence of Section 1 of the Plan shall henceforth
read as follows:

                           This 1999 Stock Option/Stock Issuance Plan is
                           intended to promote the interests of Ariba, Inc., a
                           Delaware corporation, by providing eligible persons
                           with the opportunity to acquire a proprietary
                           interest, or otherwise increase their proprietary
                           interest, in the Corporation as an incentive for them
                           to remain in the service of the Corporation.

                  (b)      Section 5A is hereby amended by substituting the
number "1,753,114" for the number "1,268,253." Section 5A shall henceforth read
as follows:

                           The stock issuable under the Plan shall be shares of
                           authorized but unissued or reacquired Common Stock.
                           The maximum number of shares of Common Stock which
                           may be issued over the term of the Plan shall not
                           exceed 1,753,114 shares.

                  (c)      Subsection C of the Appendix is hereby amended by
providing that the members of the Committee must meet the requirements for
administrators and outside directors acting under plans intended to qualify for
exemption under Rule 16b-3 of the Securities Exchange Act of 1934 and Section
162(m)(4)(C) of the Internal Revenue Code. Subsection C of the Appendix of the
Plan shall henceforth read as follows:

                           COMMITTEE shall mean a committee of two (2) or more
                           Board members appointed by the Board to exercise one
                           or more administrative functions

<PAGE>

                           under the Plan. In addition, the composition of the
                           Committee shall satisfy:

                           (i)      Such requirements as the Securities and
                           Exchange Commission may establish for administrators
                           acting under plans intended to qualify for exemption
                           under Rule 16b-3 (or its successor) under the 1934
                           Act; and

                           (ii)     Such requirements as the Internal Revenue
                           Service may establish for outside directors acting
                           under plans intending to qualify for exemption under
                           Section 162(m)(4)(C) of the Code.

                  (d)      Subsection F of the Appendix of the Plan is hereby
amended by substituting the words "Ariba, Inc." for the words "Tradex
Technologies, Inc.," in order that Subsection F of the Appendix of the Plan
shall henceforth read as follows:

                           CORPORATION shall mean Ariba, Inc., a Delaware
                           corporation, and any corporate successor to all or
                           substantially all of the assets or voting stock of
                           Ariba, Inc. which shall by appropriate action adopt
                           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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