EXHIBIT 4.1


                             SIMBA TECHNOLOGIES INC.
                           INCENTIVE STOCK OPTION PLAN
                   (Amended and Restated as of June 26, 2000)

1.   PURPOSES

     The  purposes  of this  Incentive  Stock  Option  Plan (the  "Plan") are to
attract  and  retain the best  available  people for  positions  of  substantial
responsibility with Simba Technologies Inc.  ("Simba"),  a subsidiary of Pivotal
Corporation (the "Company"),  to provide additional incentives to the directors,
officers and employees of and  independent  contractors and consultants to Simba
and to promote the success of Simba's and the Company's business by providing to
such persons the opportunity to purchase common shares ("Shares") in the Company
pursuant to options granted hereunder ("Options").

2.   ADMINISTRATION

     (a) The Plan shall be administered by the Board of Directors ("Board") or a
committee or committees  appointed by, and consisting of two or more members of,
the Board (the Board or a committee  thereof  administering the Plan is referred
to below as the  "Administrator").  If and so long as the Shares are  registered
under  Section 12(b) or 12(g) of the United  States  Securities  Exchange Act of
1934, as amended  ("Exchange  Act"),  the Board shall  consider in selecting the
Administrator and the membership of any committee acting as Administrator,  with
respect to any persons  subject or likely to become subject to Section 16 of the
Exchange Act, the provisions  regarding (a) "outside  directors" as contemplated
by Section 162(m) of the United States Internal Revenue Code of 1986, as amended
("Code") and  "non-employee  directors" as  contemplated by Rule 16b-3 under the
Exchange Act. The Board may delegate the  responsibility  for  administering the
Plan with  respect to  designated  classes  of  eligible  persons  to  different
committees  consisting  of two or more  members  of the  Board,  subject to such
limitations as the Board deems  appropriate.  Committee  members shall serve for
such term as the Board may  determine,  subject  to  removal by the Board at any
time.  To the extent  consistent  with  applicable  law, the  Administrator  may
authorize and designate two officers of the Company,  acting together,  to grant
Options to  individuals  eligible to receive  grants under the Plan,  other than
executive officers or directors of the Company,  within the limits  specifically
prescribed by the Administrator.

     (b) Subject to the terms of the Plan and, in the case of a committee of the
Board, the specific duties delegated by the Board to such committee, and subject
to  the  approval  of any  relevant  authorities,  including  the  approval,  if
required,  of any stock  exchange  or market upon which the Shares are listed or
quoted, the Administrator shall have the authority, in its discretion:

     (i)       to determine the persons to whom Options may be granted;

     (ii)      to determine the number of Shares covered by each Option;




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<PAGE>

     (iii)     to  determine  the  exercise  price per Share  specified  in each
               Option,   based  upon  the  Fair  Market  Value  of  the  Shares,
               determined in accordance with Section 7;

     (iv)      to determine the terms and conditions,  not inconsistent with the
               terms of the Plan, of Options granted hereunder or any agreement,
               undertaking,  representation  or covenant required to be executed
               in  connection  with or as a  condition  of the  exercise  of any
               Option;

     (v)       to set the time or times at which Options may be granted;

     (vi)      to approve forms of agreements and instruments under the Plan;

     (vii)     to amend the terms and  conditions  of the grant of any Option or
               Option agreement and accelerate the vesting of Options;

     (viii)    to  authorize  any person to execute on behalf of the Company any
               instrument  required to effect the grant of an Option  previously
               granted by the Administrator;

     (ix)      to  construe  and  interpret  the  terms of the Plan and  Options
               granted under the Plan;

     (x)       to  prescribe,  amend and  rescind  such  rules  and  regulations
               relating to the Plan as it may deem advisable; and

     (xi)      to make all other  determinations  deemed  necessary or advisable
               for administering the Plan.

     (c)  The  interpretation  and  construction  by  the  Administrator  of any
provisions of the Plan or of any Option  granted  hereunder  shall be conclusive
and binding upon the Company and the persons holdings Options ("Optionees").  No
member of the Administrator shall be liable for any action or determination made
in good faith with respect to the Plan or any Option granted under it.

     (d) Options  granted  pursuant to this Plan shall be  evidenced  by written
stock option agreements or certificates ("Option Certificate"), substantially in
the form  attached  hereto  as  Exhibit  A, or such  other  form or forms as the
Administrator may from time to time approve.

3.   COMPLIANCE WITH LAWS

     Transactions  under  the Plan are  intended  to  comply  with all  relevant
provisions of law and the rules and  regulations of any stock exchange or market
upon which the Shares may be listed or quoted.  To the extent any  provision  of
the Plan or action by the  Administrator  fails to so comply,  it will be deemed
null and void,  to the  extent  permitted  by law and  deemed  advisable  by the
Administrator.




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<PAGE>

4.   ELIGIBLE PERSONS

     (a) The  Administrator may from time to time authorize the grant of Options
to anyone who is at the time of such authorization:

     (i)       an  officer  or  employee  (collectively  an  "Employee")  of the
               Company or any subsidiary of the Company ("Subsidiary"),  meaning
               any  corporation,  partnership,  joint venture or other entity in
               which the Company owns or controls,  directly or indirectly,  not
               less than 50% of the total combined voting power,  and includes a
               subsidiary of a subsidiary;

     (ii)      subject to applicable  laws, an  independent  contractor or other
               person  providing  ongoing  consulting  services  (collectively a
               "Consultant") to the Company or a Subsidiary; or

     (iii)     a member of the Board of the Company or a Subsidiary;

     (collectively  the  "Eligible  Persons").  The granting of any Option to an
     Eligible  Person shall  neither  entitle him to, nor  disqualify  him from,
     participation in any other grant of Options.  Options may be granted to one
     or more Eligible  Persons without being granted to other Eligible  Persons,
     as the Administrator may deem fit;

     (b) The aggregate  number of Shares reserved for issuance upon the exercise
of Options  granted to Consultants  from time to time shall not exceed 2% of the
issued and outstanding  securities of the Company as of the date of the grant of
any Option to a Consultant.

5.   STOCK SUBJECT TO PLAN

     (a)  Subject  to the  provisions  of Section  11 of the Plan,  the  maximum
aggregate number of Shares which may be optioned by the Company and purchased by
Eligible Persons under the Plan is 320,000 Shares.

     The Shares may be authorized but unissued or reacquired  Shares,  or may be
Shares which have been allotted to a trustee for purposes of issuance  under the
Plan.  If an Option  expires or  becomes  unexercisable  for any reason  without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, return to the Plan and become
available for other Options under the Plan.

     (b) If the Company purchases Shares from an Eligible Person pursuant to the
terms of a right of purchase or first  refusal as  hereinafter  described,  such
repurchased  Shares  shall be at the  Company's  discretion  either  retained or
cancelled  by the  Company,  and, in the event they are retained by the Company,
may become available for other Options under the Plan.




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<PAGE>

6.       OPTION TERM

     The Shares  subject to each Option  shall vest and the Option  shall become
exercisable  at the time or times as  provided in the Option  Certificate.  Each
Option shall not be exercisable  after the expiration of ten years from the date
granted, subject to earlier termination as provided in Section 9, and may expire
on such earlier date or dates as may be fixed by the  Administrator.  Any Shares
not purchased prior to expiration of an Option granted  hereunder may thereafter
be  reallocated  and become  subject to  Options  granted in favour of  Eligible
Persons in accordance with the provisions of the Plan.

7.   OPTION EXERCISE PRICE

     (a)  In this section and in this Plan "Fair Market Value" means:

     (i)       if the Shares are listed on a stock exchange or a national market
               system,  the closing price per Share on the exchange or system as
               of  the  last   market   trading   day   prior  to  the  time  of
               determination, or if no Shares have been traded on such day, then
               as of the last  previous  day for which a trade was  reported  by
               such stock exchange or system;

     (ii)      if the Shares are  regularly  quoted by a  recognized  securities
               dealer but selling prices are not reported,  the average  between
               the high bid and low  asked  prices  for the  Shares  on the last
               market trading day prior to the date of determination; or,

     (iii)     in the absence of an established  market for the Shares, the Fair
               Market Value  thereof  shall be  determined  in good faith by the
               Administrator.

     (b) The per share  Option  exercise  price for the Shares to be issued upon
exercise  of an  Option  shall be  determined  by the  Administrator;  provided,
however,  that such price shall in no event be less than the Fair  Market  Value
per Share less, in the case of an Option which is not an Incentive  Stock Option
as defined in the Code,  any discount  permitted by law and by the  regulations,
rules and policies of the  securities  authorities  and stock exchange or market
having  jurisdiction  over the affairs of the Company;  except that the exercise
price shall be 110% of the Fair Market  Value per Share in the case of an Option
granted  to any  person  who,  at the time the Option is  granted,  owns  shares
possessing  more than 10% of the total  combined  voting power of all classes of
shares of the Company or a Subsidiary.

8.   EXERCISE OF OPTION

     (a) Subject to the provisions of Section 9 and unless otherwise provided by
the Administrator,  each Option granted under the Plan shall be exercisable only
with  respect to the portion  thereof that is vested in the Optionee to whom the
Option is granted.  Unless otherwise  provided by the Administrator the right to
exercise any Option shall become vested in increments over a term of four years,
calculated from the date of granting any such Option, according to the following
schedule and subject to the provisions of section 9:




                                      -4-
<PAGE>

     (i)       in the  case of  Options  granted  to an  Optionee  that  has not
               previously been granted an Option under the Plan:

<TABLE>
                                                               Percentage of Option Shares with
              Vesting Date (calculated from Date               Respect to which Optionee has a
              Option Granted)                                  Vested Right to Exercise
              --------------------------------------           ---------------------------------------
              <S>                                                 <C>
              First Anniversary                                           25%

              The end of each 6 months following the First                12 1/2%
              Anniversary
</TABLE>


     (ii)      in the case of Options granted to an Optionee that has previously
               been  granted  an  Option  under the Plan,  the  Option  shall be
               exercisable  as to 12 1/2%  at the  end of  each 6  month  period
               calculated from the date the Option is granted.

     (b) Any Option may be exercised in accordance  with the  provisions of this
Plan as to all or any portion of the Shares then exercisable and vested under an
Option,  from time to time during the term of the  Option.  An Option may not be
exercised for a fraction of a share. The exercise at any time or times of a part
of an  Option  will not  exhaust  or  terminate  the  Option  as to the  balance
unexercised; however, any Option not fully exercised within the times set out to
exercise shall automatically expire.

     (c) An Option shall be deemed to be exercised  when written  notice of such
exercise  has been given to the  Company  at its  principal  business  office in
accordance with the terms of the Option by the Optionee and full payment for the
Shares with respect to which the Option is exercised and an amount  necessary to
satisfy any  applicable  withholding  taxes has been  received  by the  Company,
accompanied by the executed Option Certificate, or other agreement, undertaking,
covenant  or  representation  required  by the terms of this Plan or the  Option
granted  hereunder.  Until the Option is properly  exercised  hereunder  and the
Company receives full payment for the Shares with respect to which the Option is
exercised,  no right to receive  dividends or any other rights as a  shareholder
shall exist with respect to the Shares  issuable  upon  exercise of Options.  No
adjustment will be made for a dividend or other rights for which the record date
is prior to the date the Option is  properly  exercised  and  payment in full is
received except as provided in Section 12.

     (d) All Shares  purchased  on the  exercise of Options  and any  applicable
withholding taxes shall be paid for in full by certified cheque or cash, or such
other  consideration  having  equivalent  value at the time of  purchase  as the
Administrator may determine.

     (e) As soon as  practicable  after  any  proper  exercise  of an  Option in
accordance  with the  provisions of this Plan and payment in full for the Shares
with  respect to which the Option is  exercised,  the Company  shall  deliver or
cause to be delivered to the person that exercised the Option,  at the principal
business office of the Company or at such other place as shall be




                                      -5-
<PAGE>

mutually acceptable, a certificate or certificates representing the Shares as to
which the  Option  has been  exercised  together  with the  Option  Certificate,
endorsed or caused to be endorsed by the Company  recording  the exercise of the
Option.  The time of issuance and delivery of the certificates  representing the
Shares may be postponed by the Company for such period as may be required for it
to comply with any law or regulation  applicable to the issuance and delivery of
such Shares.

     (f)  Exercise of an Option in any manner  shall result in a decrease in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.

9.   TERMINATION OF SERVICE, DEATH OR DISABILITY

     (a) If an Optionee ceases to be continuously  engaged by the Company or any
of the Company's  Subsidiaries  or a Controlled  Entity within the meaning under
the Code in the capacity as a director,  an officer, an employee, an independent
contractor  or a consultant  for any reason  other than death or  permanent  and
total disability,  no further instalments of his Options that have not vested as
of the date of such termination shall become exercisable.  The Optionee shall be
entitled  to  exercise  his Option  only to the extent  that he was  entitled to
exercise it immediately  prior to the date of such  termination and his right to
exercise such Option shall  terminate after the passage of thirty (30) days from
the date of termination or the date of  commencement of leave which has not been
approved by the  Company  under  Section  9(c) but in no event later than on the
Option's  specified  expiration  date.  To the extent that the  Optionee was not
entitled to exercise the Option at the date of such  termination,  or if he does
not  exercise  an Option  (which he was  entitled to  exercise)  within the time
specified  herein,  the Option shall  terminate.  If the  Optionee  ceases to be
employed,  engaged or retained by the Company,  any  Subsidiary  or a Controlled
Entity for cause or if any  Optionee  is removed  from  office as a director  or
becomes disqualified from being a director by law, any Option or the unexercised
portion  thereof  granted  to  such  Optionee  shall  terminate  at the  time of
termination, removal or disqualification.

     (b) If an Optionee ceases to serve as a director, an officer or an employee
of or an  independent  contractor  or a consultant  to the Company or any of its
Subsidiaries  or  Controlled  Entities  due to  death  or  permanent  and  total
disability,  thereby resulting in the termination of his continuous  engagement,
the  Option may be  exercised,  to the extent the  individual  was  entitled  to
exercise the Option at the date of his  termination  of such service by death or
disability,  but only within  twelve (12) months  following the date of death or
termination of such service due to disability  (subject to and in no event later
than the Option's specified  expiration date), by the individual or his personal
representative  in the  case  of  disability,  or in the  case of  death  by the
individual's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance or the laws of descent and distribution.

     (c) For the  purpose of the Plan,  "continuously  engaged"  or  "continuous
engagement" in the case of a director,  an officer or an employee shall mean the
absence  of any  interruption  or  termination  of  employment  or  service as a
director, an officer or an employee of the Company or




                                      -6-
<PAGE>

any of  its  Subsidiaries,  and in the  case  of an  independent  contractor  or
consultant  shall mean the absence of any  interruption  or  termination  in the
retainer or  engagement  other than as a result of  termination  by effluxion of
time or as a result  of  other  termination  on  terms  agreed  to  between  the
independent contractor or consultant and the Board.  Continuous engagement shall
not be  considered  interrupted  in the  case of sick  leave  in  excess  of the
Company's  stated  policy on paid sick leave  communicated  to the  Optionee and
approved  by the  Board,  maternity  or  parental  leave in excess of  statutory
entitlement  approved by the Board or any other leave of absence approved by the
Board or in the case of transfers between locations of the Company or any of its
Subsidiaries  or Controlled  Entities or in the case of any change in the nature
of service  rendered to the  Company or any of its  Subsidiaries  or  Controlled
Entities. An Optionee while on any such leave or other leave of absence approved
by the Board shall be entitled to exercise any Options  granted to him under the
Plan in respect of and only to the extent that he was entitled to exercise  such
Options prior to any such leave and the vesting period shall be suspended during
the  period of such leave and shall be  extended  and the  vesting  date for the
exercise of any Options shall be delayed by the length of such leave.

10.  TRANSFER RESTRICTIONS

     (a)  Options  shall  not be  sold,  transferred,  assigned,  encumbered  or
otherwise  disposed  of  except  by will or the  laws of  intestate  succession,
descent and distribution and, except as otherwise  provided in Section 9, may be
exercised only by the Optionee.

     (b)  (i)       In connection with any  underwritten  public offering by the
                    Company  of its  Shares,  including  the  Company's  initial
                    public  offering,  no person shall sell, make any short sale
                    of,  loan,  hypothecate,  pledge,  grant any  option for the
                    purchase of, or  otherwise  dispose or transfer for value or
                    otherwise   agree  to  engage   in  any  of  the   foregoing
                    transactions  with  respect  to,  any Shares  acquired  upon
                    exercise  of an Option or any right to  acquire  any  Shares
                    issued under the Plan,  without the prior written consent of
                    the Company or its  underwriters.  Such limitations shall be
                    in  effect  for  such  period  of time  from and  after  the
                    effective  date of such  offering as may be requested by the
                    Company or such underwriters  provided,  however, that in no
                    event shall such  period  exceed one  hundred  eighty  (180)
                    days. The  limitations of this Section 10(b) shall remain in
                    effect for the two-year  period  immediately  following  the
                    effective date of the Company's  initial public offering and
                    shall  thereafter  terminate  and cease to have any force or
                    effect.

          (ii)      Employees of and  independent  contractors or consultants to
                    the Company or any of its  Subsidiaries  shall be subject to
                    the  market  stand-off  provisions  of  this  Section  10(b)
                    provided  and  only if the  officers  and  directors  of the
                    Company are also subject to similar arrangements.

          (iii)     In  the  event  of  any   stock   dividend,   stock   split,
                    recapitalization  or other change  affecting  the  Company's
                    outstanding  Shares  effected as a class without  receipt of
                    consideration, then any new, substituted or additional




                                      -7-
<PAGE>

                    securities  distributed  with respect to the Shares shall be
                    immediately subject to the provisions of this Section 10(b),
                    to the same  extent the  Shares are at such time  covered by
                    such provisions.

11.  ALTERATION OF CAPITAL

     (a) In the event of any increase or decrease in the number of issued Shares
resulting from a share split, share consolidation or share dividend or any other
increase or decrease in the number of issued Shares effected  without receipt of
consideration  by the Company,  then the maximum number of Shares subject to the
Plan as set forth in  Section  5(a) and the  number of  Shares  covered  by each
outstanding  Option as well as the price per Share  covered by each  outstanding
Option  shall  be   proportionately   adjusted  by  the   Administrator,   whose
determination  in that  respect  shall be final,  conclusive  and  binding.  The
conversion of any  convertible  securities of the Company shall not be deemed to
have been effected without receipt of consideration.

     (b) In the event of a proposed sale of  substantially  all of the assets of
the Company,  or the merger,  amalgamation,  arrangement or consolidation of the
Company with or into another company, the Administrator may, if it so determines
in the exercise of its sole  discretion,  either  declare that any portion of an
Option  that  has not  vested  shall  terminate  as of a date to be fixed by the
Administrator or give the Optionee the right to exercise his Option as to all or
any part of such  Shares as to which the  Option  has not  vested  and would not
otherwise be  exercisable,  or accelerate and reduce the period for the exercise
of those  portions  of Options  that have  vested or the  vesting  date of those
portions of Options  that have not vested  (provided  that the  exercise  period
shall  in no  event  be  reduced  to less  than 30 days  and  provided  that the
acceleration  of vesting or vesting  dates shall not occur if, in the opinion of
the  Company's  outside  accountants,  it would render  unavailable  "pooling of
interest"  accounting for a transaction  that would  otherwise  qualify for such
accounting  treatment) or make such  provision as it deems  appropriate  for the
continuance  of outstanding  and  unexercised  Options  subsequent to such sale,
merger, amalgamation,  arrangement or consolidation, including the assumption of
such Options or substitution of equivalent options by a successor company.

     (c) No  fractional  shares  shall be  issuable  on  account  of any  action
aforesaid,  and the aggregate number of shares into which Shares then covered by
the Option,  when  changed as a result of such  action,  available to be issued,
shall be reduced  to the  largest  number of whole  shares  resulting  from such
action.

12.  DIVIDENDS AND DISTRIBUTIONS

     If the Company  shall at any time during the period in which Options may be
exercised  under  the Plan pay any  dividend,  or make any  other  distribution,
payable in shares of the Company, the Optionee shall be entitled to receive upon
any exercise  thereafter of an Option granted under the Plan (in addition to the
number of shares  which the  Optionee  would  have been  entitled  to receive on
exercise of the Option if such dividend or  distribution  of shares had not been
paid)  such  additional  number of fully paid and  non-assessable  shares of the
appropriate




                                      -8-
<PAGE>

class as would have been payable on the Shares which would have been issuable on
the  exercise of an Option if they had been  outstanding  on the record date for
the payment of such dividend or distribution, and in the event of the payment of
any dividend or  distribution  payable in any shares of the Company as aforesaid
the Company will  reserve and set aside a  sufficient  number of shares in which
any such  dividend or  distribution  shall be payable to enable it to fulfil its
obligations hereunder.

13.  CONDITIONS UPON ISSUANCE OF SHARES

     (a) Shares shall not be issued pursuant to the exercise of an Option unless
the  exercise of the Option and the  issuance  and  delivery of Shares  pursuant
thereto  shall comply with all relevant  provisions of law,  including,  without
limitation,  the United States Securities Act of 1933, as amended,  the Exchange
Act, the  Securities  Act (British  Columbia)  and other  applicable  provincial
securities  laws,  the rules and  regulations  promulgated  thereunder,  and the
requirements  of any stock  exchange or market upon which the Shares may then be
listed or quoted,  and shall be further  subject to the  approval of counsel for
the Company with respect to such compliance. Without limiting the foregoing, the
Company's obligation to issue Shares upon the exercise of an Option shall in any
case be subject to the Company  being  satisfied  that the Shares  purchased are
being  purchased  for  investment  purposes  and not for the purpose or with the
intention to sell or distribute  such Shares,  if at the time of such exercise a
sale or distribution of such Shares would otherwise violate any applicable laws.

     (b) As a condition  to the  exercise of an Option,  the  Administrator  may
require the Optionee to execute such agreements or undertakings, and to make any
representation  or warranty to the Company as may in the judgment of counsel for
the Company be required under  applicable laws or regulation,  including but not
limited to a  representation  and warranty  that the Shares are being  purchased
only for  investment  purposes  and  without any  present  intention  to sell or
distribute  such Shares if, in the opinion of counsel  for the  Company,  such a
representation is appropriate under any applicable laws.

14.  ADDITIONAL PROVISIONS CONCERNING U.S. OPTIONEES

     (a)  Options  granted  to  an  Employee   (which  term  includes,   without
limitation,  an officer or  director  who is also an  Employee)  who is a United
States  citizen  or  resident  within the  meaning  of the Code  (such  Employee
referred to in this Section as a "U.S.  Employee")  will  generally be Incentive
Stock Options as that term is defined in the Code,  provided  however,  that the
Administrator  may, at its discretion,  at the time of the grant of the Options,
make a  determination  as to whether the Options will be deemed  Incentive Stock
Options  or  Non-Qualified  Stock  Options  within  the  meaning  of  the  Code.
Notwithstanding the foregoing, an Option that is an Incentive Stock Option shall
not be granted to an Employee of a Subsidiary  unless such  Subsidiary is also a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Code or any successor provision.

     (b) The maximum  aggregate number of Shares which may be subject to Options
that are Incentive  Stock Options under the Plan is 320,000  Shares,  subject to
adjustment as provided




                                      -9-
<PAGE>

in Section 11 and subject to the provisions of Section 422 or 424 of the Code or
any successor provision.

     (c)  Options  granted  to an  Optionee  who is a United  States  citizen or
resident  within  the  meaning  of the Code who is not an  Employee  will not be
Incentive Stock Options,  and any written  agreement with such an Optionee for a
grant of Options under the Plan will state that the Options  granted  thereunder
are Non-Qualified Stock Options for U.S. income tax purposes.

     (d) In addition to the terms and  conditions  of Options  granted under the
Plan referred to in the preceding  Sections,  Options granted to a U.S. Employee
that are granted by the Administrator as Incentive Stock Options will be subject
to the following terms and conditions:

     (i)
               Options  will  be  designated  in the  written  Option  agreement
               between  the U.S.  Employee  and the Company as  Incentive  Stock
               Options;

     (ii)      if the U.S.  Employee is directly or  indirectly  the  beneficial
               owner of 10% or more of the combined  voting power of all classes
               of shares in the  capital of the Company or a  Subsidiary  at the
               time an Option is  granted  to the U.S.  Employee,  the  exercise
               price of such  Option  will be equal to at least 110% of the Fair
               Market Value of the Shares, determined in accordance with Section
               7, and the term of the  Option  shall be five years from the date
               of grant  thereof or such  shorter term as may be provided in the
               Option Certificate;

     (iii)     Options may not be transferred, assigned or pledged in any manner
               other than by will or applicable laws of descent and distribution
               and shall be exercisable  during the Optionee's  lifetime only by
               the Optionee; and

     (iv)      no Options may be granted  after the date  immediately  preceding
               the tenth  anniversary  of the  earlier of the date this Plan was
               adopted or was  approved by the  Company's  shareholders,  except
               that  if  an  amendment   and   restatement   of  this  Plan  has
               subsequently  been  approved by the  Company's  shareholders,  no
               Options may be granted after the date  immediately  preceding the
               tenth anniversary of the date of such subsequent approval.

     (e) If a U.S.  Employee  is granted  Options  under the Plan,  the  written
Option  agreement with the U.S.  Employee will contain  acknowledgements  by the
U.S. Employee that:

     (i)       notwithstanding  a  designation  of  Options  granted  to a  U.S.
               Employee  as  Incentive  Stock  Options,  to the extent  that the
               aggregate  Fair  Market  Value,  determined  as of the date  such
               Options  were  granted,  of the Shares  issuable  on  exercise of
               Options  which are  exercisable  for the  first  time by any U.S.
               Employee during any calendar year exceeds US$100,000, such excess
               Options shall not be treated as Incentive Stock Options; and

     (ii)      in order for  Options  granted  under the Plan to be  treated  as
               Incentive Stock Options:




                                      -10-
<PAGE>

               A.   Shares  purchased  on the  exercise of an Option must not be
                    sold or  otherwise  disposed of within 2 years from the date
                    the Option was  granted,  or within 1 year from the date the
                    Option was exercised; and

               B.   the  U.S.  Employee  must  maintain  his  status  as a  U.S.
                    Employee  at all times  during the period  beginning  on the
                    date the  Option is granted  and  ending 30 days  before the
                    date an Option is exercised.

     (f) The  acknowledgement  of the U.S.  Employee in (e)(ii)B  above does not
confer upon the U.S.  Employee  any right with  respect to  continuation  of his
employment  relationship with the Company, nor will it interfere in any way with
the Company's  right to terminate his employment  relationship at any time, with
or without cause.

     (g) Unless and until  Shares  issuable  upon the  exercise  of Options  are
registered under the United States  Securities Act of 1933,  Shares issued under
this Plan to an Optionee who is a resident of the United  States of America will
contain the following legend, as amended or supplemented by applicable laws:

          THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  AND WILL NOT BE
          REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED
          (THE  "SECURITIES  ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE
          UNITED STATES AND MAY NOT BE OFFERED,  SOLD, OR OTHERWISE  TRANSFERRED
          OR ASSIGNED  EXCEPT (A) TO THE COMPANY,  (B) OUTSIDE THE UNITED STATES
          IN  ACCORDANCE   WITH  REGULATION  S  UNDER  THE  SECURITIES  ACT,  IF
          AVAILABLE,  OR (C)  INSIDE  THE  UNITED  STATES  (1)  PURSUANT  TO THE
          EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT PROVIDED BY RULE
          144 THEREUNDER,  IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE
          SECURITIES  LAWS  OR  (2)  IN A  TRANSACTION  THAT  DOES  NOT  REQUIRE
          REGISTRATION   UNDER  THE  SECURITIES  ACT  OR  ANY  APPLICABLE  STATE
          SECURITIES  LAWS,  AND, IN CONNECTION  WITH ANY TRANSFERS  PURSUANT TO
          (C)(1) OR (C)(2)  ABOVE,  THE SELLER HAS  FURNISHED  TO THE COMPANY AN
          OPINION OF COUNSEL OF RECOGNIZED STANDING,  REASONABLY SATISFACTORY TO
          THE COMPANY, TO THAT EFFECT.




                                      -11-
<PAGE>

15.  TAX CONSEQUENCES OF PLAN

     Notwithstanding  Section 14, the Company does not assume responsibility for
the income or other tax consequences for Optionees or Eligible Persons under the
Plan and they are advised to consult with their own tax advisors.

16.  AMENDMENT AND TERMINATION OF PLAN

     (a) The  Board  may at any  time  amend,  alter,  suspend,  discontinue  or
terminate  the Plan.  To the extent  necessary and desirable to comply with Rule
16b-3  under  the  Exchange  Act or with  Section  422 of the Code (or any other
applicable law, rule or regulation,  including the  requirements of any exchange
or market  system on which the Shares are listed or quoted),  the Company  shall
obtain shareholder approval of any Plan amendment in such a manner and to such a
degree as required by the applicable law, rule or regulation.

     (b) Without the written  consent of the  Optionee,  and except as otherwise
permitted herein, any such amendment, alteration, suspension,  discontinuance or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended, altered, suspended, discontinued or terminated.

17.  RESERVATION OF SHARES

     (a) The Company,  during the term of this Plan,  shall at all times reserve
and keep available, and if necessary shall allot to a trustee for the benefit of
the Eligible  Persons and to facilitate the granting of Options  hereunder,  the
number of Shares as shall be sufficient to satisfy the requirements of the Plan.

     (b) The Company  will,  if  necessary,  use its best efforts to seek and to
obtain from appropriate  regulatory  authorities any requisite  authorization in
order to issue and sell such number of Shares as shall be  sufficient to satisfy
the  requirements  of the Plan.  The  inability  of the  Company  to obtain  the
requisite authorization from any regulatory agency having jurisdiction deemed by
the  Company's  counsel to be necessary  to the lawful  issuance and sale of any
Shares  hereunder or the inability of the Company to confirm to its satisfaction
that any issuance and sale of any Shares  hereunder will meet  applicable  legal
requirements,  shall  relieve  the  Company of any  liability  in respect to the
non-issuance  or sale of such Shares as to which such requisite  authority shall
not have been obtained.

18.  NOTICES

     Any notice to be given to the Company  pursuant to the  provisions  of this
Plan shall be addressed to the Company in care of its secretary at its principal
business office in North Vancouver, British Columbia, and any notice to be given
to an Optionee shall be delivered  personally or addressed to him at the address
given beneath his signature on his Option Certificate,  or at such other address
as such  Optionee may  hereafter  designate in writing to the Company.  Any such
notice  shall be deemed  duly given when made in writing  and  delivered  to the
Company or the  Optionee,  as the case may be, or if  mailed,  then on the third
business day




                                      -12-
<PAGE>

following  the  date of  mailing  such  notice  in a  properly  sealed  envelope
addressed as aforesaid, registered or certified mail, postage prepaid, in a post
office or post  office  branch  maintained  in Canada  or the  United  States of
America.

19.  NO ENLARGEMENT OF RIGHTS

     (a) This  Plan is  purely  voluntary  on the part of the  Company,  and the
continuance of the Plan shall not be deemed to constitute a contract between the
Company and any Eligible Person,  or to be  consideration  for or a condition of
the acting by an  individual  as a director,  an officer or an employee of or an
independent contractor or a consultant to Simba, the Company or any of its other
Subsidiaries.  Nothing  contained  in this  Plan  shall  be  deemed  to give any
director,  officer or employee  the right to be retained in such  capacity  with
Simba, the Company of any other Subsidiary or successor company, or to interfere
with the  right  of the  Company  or any such  company  or its  shareholders  to
discharge or retire any  director,  officer or employee  thereof at any time. No
Eligible  Person  shall  have any right to or  interest  in  Options  authorized
hereunder  prior to the grant of such Option to such Eligible  Person,  and upon
such  grant,  he shall have only such  rights  and  interests  as are  expressly
provided herein,  subject however, to all applicable provisions of the Company's
memorandum and articles as the same may be amended from time to time.

     (b) Nothing  herein  contained or done  pursuant  hereto shall  obligate an
Optionee to purchase  and/or pay for any Shares,  except those Shares in respect
of which the Optionee shall have exercised his Option to purchase hereunder in a
manner hereinbefore provided.

20.  FINANCIAL STATEMENTS

     The Company shall provide to each Optionee at least  annually a copy of the
financial statement for the Company for its last completed financial year in the
form and containing the information  required under the British Columbia Company
Act.

21.  MISCELLANEOUS

     (a) The  validity  and  construction  of the Plan shall be  governed by and
construed  exclusively  in  accordance  with the laws of the Province of British
Columbia.

     (b) In this Plan,  unless the context otherwise  requires,  words importing
the  singular  include  the  plural and vice  versa and words  importing  gender
include all genders.

22.  ADOPTION OF PLAN AND TERMINATION

     This Plan shall terminate on July 31, 2006.




                                      -13-
<PAGE>

                                    EXHIBIT A

                               PIVOTAL CORPORATION
                       INCENTIVE STOCK OPTION CERTIFICATE



                                             Certificate
Name of Option Holder                        No. -------------------------------

                                             Date: -----------------------------
Number of Shares

Exercise Price Per Share

Expiry Date

INCENTIVE  STOCK OPTION granted by Pivotal  Corporation  (the  "Company") to the
above-named  option  holder (the  "Optionee"),  pursuant  to Simba  Technologies
Inc.'s  Incentive  Stock  Option  Plan  (the  "Plan"),  the  terms of which  are
incorporated herein by reference and which, in the event of any conflict,  shall
control over the terms contained herein.

1.   Grant and Vesting of Option

     Subject to the vesting  schedule  below,  the Company  hereby grants to the
Optionee  an option to  purchase  on the terms  herein  provided  a total of the
number of voting  common  Shares of the Company set forth above,  at an exercise
price per Share as set forth above.

     This option may be exercised only with respect to the portion  thereof that
is vested in the Optionee.  The Optionee's  rights to exercise this option shall
become vested in increments over a term of four years,  calculated from the date
of the granting of this option according to the following schedule:

     (i)  The following Schedule shall apply if this Certificate  relates to the
          first grant of an option to the Optionee:

<TABLE>
                                                               Percentage of Option Shares with
              Vesting Date (calculated from Date               Respect to which Optionee has a
              Option Granted)                                  Vested Right to Exercise
              --------------------------------------           ---------------------------------------
              <S>                                                 <C>
              First Anniversary                                           25%

              The end of each 6 months following the First                12 1/2%
              Anniversary
</TABLE>




                                      -14-
<PAGE>

     (ii) If this  Certificate  relates to an Optionee that has previously  been
          granted an option under the Plan,  then the option  hereunder shall be
          exercisable as to 12 1/2% at the end of each 6 month period calculated
          from the date the Option is granted.

     In the case of the first grant of an option to an Optionee,  vesting rights
shall  be  calculated  only in terms of a full  year,  in the case of the  first
vesting,  and thereafter  semi-annually  (i.e., from one semi-annual date to the
next).  In the case of a subsequent  grant of an option to an Optionee,  vesting
rights shall be calculated  semi-annually.  No partial  vesting  credit shall be
given for partial periods.

     This option shall expire and shall not be exercisable after the expiry date
set forth above ("Expiry Date").

2.   Exercise of Option

     Each  election  to  exercise  this  option  shall be in writing in the form
attached hereto,  signed by the Optionee or by the person authorized to exercise
this option under paragraph 5 hereof or otherwise  permitted under the Plan, and
delivered to the secretary of the Company at its principal office accompanied by
this certificate.

     In the event an option is exercised by the executor or  administrator  of a
deceased  Optionee,  or by the  person or  persons  to whom the  option has been
transferred  by the  Optionee's  will  or the  applicable  laws of  descent  and
distribution,  the  Company  shall be  under no  obligation  to  deliver  Shares
thereunder  unless and until the Company is satisfied that the person or persons
exercising the option is or are the duly appointed  executor or administrator of
the deceased  Optionee or the person to whom the option has been  transferred by
the Optionee's will or by the applicable laws of descent and distribution.

3.   Payment for and Delivery of Shares

     Payment in full by cash or a certified  bank  cheque  shall be made for all
Shares for which this option is exercised and any applicable  withholding  taxes
at the time of such  exercise,  and no  Shares  shall be  delivered  until  such
payment is made.

4.   Conditions upon Issuance of Shares

     This option may not be exercised in whole or in part unless the exercise of
the option and the issuance and delivery of Shares  pursuant to it complies with
all relevant provisions of law, including, without limitation, the United States
Securities Act of 1933, as amended, the United States Securities Exchange Act of
1934, as amended,  the  Securities Act (British  Columbia) and other  applicable
provincial  securities laws, the rules and regulations  promulgated  thereunder,
and the  requirements  of any stock exchange or market upon which the Shares may
then be listed or  quoted,  and shall be  further  subject  to the  approval  of
counsel for the Company with respect to such  compliance.  Without  limiting the
foregoing,  the  Company's  obligation to issue Shares upon the exercise of this
option  shall in any case be subject to the  Company  being  satisfied  that the
Shares purchased are being purchased for investment purposes and not for the




                                      -15-
<PAGE>

purpose or with the intention to sell or distribute such Shares,  if at the time
of such exercise a sale or distribution  of such Shares would otherwise  violate
any applicable law.

     The Optionee shall have no rights of a shareholder of the Company until the
Shares are actually delivered to him.

5.   Option not Transferable

     Subject to the  provisions of the Plan,  this option may not be transferred
by the Optionee  otherwise than by will or the laws of descent and  distribution
and during the Optionee's lifetime this option may be exercised only by him.

6.   Termination of Service

     If the Optionee ceases to be continuously  engaged by Simba, the Company or
any of its other  Subsidiaries  in the  capacity as a director,  an officer,  an
employee,  an  independent  contractor or a consultant for any reason other than
death or permanent and total  disability,  the Optionee may exercise this option
not later than 30 days after the date of such  cessation  but only to the extent
to which he was entitled immediately prior to such cessation. To the extent that
the Optionee was not entitled to exercise this option  immediately prior to such
cessation,  or if the Optionee  does not exercise  this option within 30 days of
the date of such cessation,  this option shall terminate. If the Optionee ceases
to be  employed,  engaged or retained by Simba,  the Company or any of its other
Subsidiaries  for cause or if the  Optionee is removed from office as a director
or  becomes  disqualified  from  being a  director  by law,  this  option  shall
terminate  forthwith.  Nothing  herein  shall  be  construed  as  extending  the
exercisability of this option past its Expiry Date.

7.   Disability

     In the event of the  Optionee  ceasing to be a  director  or officer of the
Company or any of its  Subsidiaries or in the event of termination of employment
or  termination  of the  independent  contract or  consulting  agreement  of the
Optionee, because of permanent and total disability, this option shall terminate
one year after such  termination and the Optionee may exercise this option prior
to such time but only to the extent to which he was entitled  immediately  prior
to such termination because of disability.  Nothing herein shall be construed as
extending the exercisability of this option past its Expiry Date.

8.   Death

     In the event of death of the  Optionee  while a director,  an officer or an
employee of or an independent  contractor or consultant to Simba, the Company or
any of its other  Subsidiaries,  this option shall be exercisable within one (1)
year after his death,  provided the option does not expire by its terms prior to
that date, by the executor,  administrator or other legal  representative of the
estate of the  deceased  Optionee or the person or persons to whom the  deceased
Optionee's rights under the option shall pass by will or the laws of descent and
distribution  but only to the extent  the  deceased  Optionee  was  entitled  to
exercise this option immediately prior




                                      -16-
<PAGE>

to his death.  Nothing herein shall be construed as extending the exercisability
of this option past its Expiry Date.

     9. Alteration of Shares

     (a) In the event of any increase or decrease in the number of issued Shares
resulting from a share split, share consolidation or share dividend or any other
increase or decrease in the number of issued Shares effected  without receipt of
consideration  by the Company,  then the number of Shares covered by this option
as well as the purchase price per Share shall be proportionately adjusted by the
Administrator,  whose  determination in that respect shall be final,  conclusive
and binding.  The conversion of any convertible  securities of the Company shall
not be deemed to have been effected without receipt of consideration.

     (b) In the event of a proposed sale of  substantially  all of the assets of
the Company,  or the merger,  amalgamation,  arrangement or consolidation of the
Company with or into another company, the Administrator may, if it so determines
in the exercise of its sole discretion,  either declare that any portion of this
option  that  has not  vested  shall  terminate  as of a date to be fixed by the
Administrator  or give the Optionee the right to exercise  this option as to all
or any part of such  Shares as to which this option has not vested and would not
otherwise be  exercisable,  or accelerate and reduce the period for the exercise
of those  portions of this option that have vested or the vesting  date of those
portions of this option that have not vested  (provided that the exercise period
shall in no event be reduced to less than 30 days) or make such  provision as it
deems  appropriate for the continuance of this option if unexercised  subsequent
to such sale, merger, amalgamation,  arrangement or consolidation, including the
assumption of this option or substitution  of equivalent  options by a successor
company.

10.  Continuance of Employment

     This option shall not be deemed to obligate Simba, the Company or any other
Subsidiary  to retain the Optionee as a director,  an officer,  an employee,  an
independent contractor or a consultant for any period.

11.  Certificate Subject to Terms of Plan

     The terms and conditions of this certificate and the agreement  constituted
hereby are subject to the  provisions  of the Plan  adopted by the Company as of
June 26, 2000 as amended from time to time, which provisions are incorporated by
reference  into this  agreement.  In the event of an  inconsistency  between the
provisions  of the Plan and this  agreement,  the  provisions  of the Plan shall
prevail. The Plan shall be available for review by the Optionee at its principal
office.




                                      -17-
<PAGE>

     IN WITNESS WHEREOF,  Pivotal  Corporation has caused this certificate to be
duly executed. This option is granted on the date first stated above.

                                     PIVOTAL CORPORATION


                                     By:
                                         ---------------------------------------
                                         Authorized Signatory

























                                      -18-
<PAGE>

                           RECORD OF PARTIAL EXERCISE

Please do not write in these  spaces.  Entries  will be made by the Company upon
the partial exercise.


--------------------------------------------------------------------------------
   Number of Shares                Date of Exercise           Official Signature
Purchased Under Option

--------------------------------------------------------------------------------





























                                      -19-
<PAGE>

                           FORM OF EXERCISE OF OPTION
               (for use by all Optionees other than US Employees)
             (for use by US consultants and independent contractors)



                                                        Certificate No.--------

To: Pivotal Corporation ("Pivotal")

The  undersigned  Optionee  hereby  exercises  his/her  right  to  purchase  the
following common Shares of Pivotal in accordance with the terms of the Incentive
Stock Option  Certificate  issued by Pivotal to the Optionee,  and by exercising
this Option the undersigned  acknowledges and agrees to be bound by the terms of
the Simba Technologies Inc. Incentive Stock Option Plan.

Name of Optionee: --------

Number of Shares for which
this option is exercised: --------

Exercise price per Share: --------

Total Exercise Price: --------


The Option hereby  exercised does not constitute an Incentive Stock Option under
the United States Internal Revenue Code.

The Optionee  expressly  acknowledges that any Shares to be issued and delivered
to the  Optionee by Pivotal  hereunder  are subject to certain  limitations  and
restrictions  on  transfer  and first  refusal  rights of  purchase in favour of
Pivotal and certain of its shareholders.

The  Optionee  represents  that he/she is  purchasing  the Shares for which this
Option is  exercised  for his/her own account and not with a view to or for sale
in connection with any distribution of the Shares.

The Optionee  delivers  herewith cash or a certified cheque in the amount of the
Total  Exercise  Price in  payment  for the  Shares  for  which  this  option is
exercised.

Dated this -------- day of ----------------,--------.



--------------------------------------------------------------------------------
Signature of Optionee





                                      -20-
<PAGE>

                           FORM OF EXERCISE OF OPTION
        (US Employees only - not consultants or independent contractors)


                                                        Certificate No.--------


To:  Pivotal Corporation ("Pivotal")

The  undersigned  Optionee  hereby  exercises  his/her  right  to  purchase  the
following common Shares of Pivotal in accordance with the terms of the Incentive
Stock Option  Certificate  issued by Pivotal to the Optionee,  and by exercising
this Option the undersigned  acknowledges and agrees to be bound by the terms of
the Simba Technologies Inc. Incentive Stock Option Plan.

Name of Optionee: --------

Number of Shares for which
this option is exercised: --------

Exercise price per Share: --------

Total Exercise Price: --------

The Option hereby  exercised  DOES/DOES  NOT (delete as applicable  and initial)
constitute an Incentive Stock Option under the US Internal Revenue Code.

The Optionee  expressly  acknowledges that any Shares to be issued and delivered
to the  Optionee by Pivotal  hereunder  are subject to certain  limitations  and
restrictions  on  transfer  and first  refusal  rights of  purchase in favour of
Pivotal and certain of its shareholders.

The  Optionee  represents  that he/she is  purchasing  the Shares for which this
Option is  exercised  for his/her own account and not with a view to or for sale
in connection with any distribution of the Shares.

The Optionee  delivers  herewith cash or a certified cheque in the amount of the
Total  Exercise  Price in  payment  for the  Shares  for  which  this  option is
exercised.

Dated this -------- day of ----------------,--------.



--------------------------------------------------------------------------------
Signature of Optionee





                                       21