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                             SERENA SOFTWARE, INC.
                       1999 EMPLOYEE STOCK PURCHASE PLAN

    The following constitute the provisions of the 1999 Employee Stock Purchase
Plan of SERENA Software, Inc.

    1.  PURPOSE.  The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

    2.  DEFINITIONS.

    (a) "BOARD" shall mean the Board of Directors of the Company.

    (b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

    (c) "COMMON STOCK" shall mean the common stock of the Company.

    (d) "COMPANY" shall mean SERENA Software, Inc., and any Designated
Subsidiary of the Company.

    (e) "COMPENSATION" shall mean all base straight time gross earnings,
commissions and bonuses, but exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments and other compensation.

    (f) "DESIGNATED SUBSIDIARY" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

    (g) "EMPLOYEE" shall mean any individual who is an employee of the Company
for tax purposes whose customary employment with the Company is at least twenty
(20) hours per week and more than five (5) months in any calendar year; provided
that the term "Employee" shall not include consultants to, or independent
contractors of, the Company. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual is on
sick leave or other leave of absence approved by the Company. Where the period
of leave exceeds 90 days and the individual's right to reemployment is not
guaranteed either by statute or by contract, the employment relationship shall
be deemed to have terminated on the 91st day of such leave.

    (h) "ENROLLMENT DATE" shall mean the first Trading Day of each Offering
Period.

    (i) "EXERCISE DATE" shall mean the last Trading Day of each Purchase Period.

    (j) "FAIR MARKET VALUE" shall mean, as of any date, the value of Common
Stock determined as follows:

        (1) If the Common Stock is listed on any established stock exchange or a
    national market system, including without limitation the Nasdaq National
    Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair
    Market Value shall be the closing sales price for such stock (or the closing
    bid, if no sales were reported) as quoted on such exchange or system for the
    last market trading day on the date of such determination, as reported in
    THE WALL STREET JOURNAL or such other source as the Board deems reliable;

        (2) If the Common Stock is regularly quoted by a recognized securities
    dealer but selling prices are not reported, its Fair Market Value shall be
    the mean of the closing bid and asked prices for the Common Stock on the
    date of such determination, as reported in THE WALL STREET JOURNAL or such
    other source as the Board deems reliable;

        (3) In the absence of an established market for the Common Stock, the
    Fair Market Value thereof shall be determined in good faith by the Board; or
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        (4) For purposes of the Enrollment Date of the first Offering Period
    under the Plan, the Fair Market Value shall be the initial price to the
    public as set forth in the final prospectus included within the registration
    statement in Form S-1 filed with the Securities and Exchange Commission for
    the initial public offering of the Company's Common Stock (the "Registration
    Statement").

    (k) "OFFERING PERIODS" shall mean the periods of approximately twenty-four
(24) months during which an option granted pursuant to the Plan may be
exercised, commencing on the first Trading Day on or after December 1 and June 1
of each year and terminating on the last Trading Day in the periods ending
twenty-four months later; provided, however, that the first Offering Period
under the Plan shall commence with the first Trading Day on or after the date on
which the Securities and Exchange Commission declares the Company's Registration
Statement effective (the "SEC Effective Date") and ending on the last Trading
Day on or before November 30, 2000. The duration and timing of Offering Periods
may be changed pursuant to Section 4 of this Plan.

    (l) "PLAN" shall mean this 1999 Employee Stock Purchase Plan.

    (m) "PURCHASE PERIOD" shall mean the approximately six month period
commencing after one Exercise Date and ending with the next Exercise Date,
except that the first Purchase Period of any Offering Period shall commence on
the Enrollment Date and end with the next Exercise Date, the first Purchase
Period shall commence on the SEC Effective Date and end on the last trading day
on or before August 25, 1999 and the second Purchase Period shall commence on
August 26 and end on the last trading day on or before November 30, 1999.

    (n) "PURCHASE PRICE" shall mean 85% of the Fair Market Value of a share of
Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower;
provided however, that the Purchase Price may be adjusted by the Board pursuant
to Section 20.

    (o) "RESERVES" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option.

    (p) "SHARE" means a share of Common Stock, as adjusted in accordance with
Section 19 of the Plan.

    (q) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary.

    (r) "TRADING DAY" shall mean a day on which national stock exchanges and the
Nasdaq System are open for trading.

    3.  ELIGIBILITY.

    (a) Any Employee who shall be employed by the Company on a given Enrollment
Date shall be eligible to participate in the Plan.

    (b) Any provisions of the Plan to the contrary notwithstanding, no Employee
shall be granted an option under the Plan (i) to the extent that, immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
capital stock of the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any Subsidiary,
or (ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries accrues at a
rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.

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    4.  OFFERING PERIODS.  The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after December 1 and June 1 each year, or on such other date
as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first Offering
Period under the Plan shall commence with the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Company's
Registration Statement effective and ending on the last Trading Day on or before
November 30, 2000. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without shareholder approval if such change is announced at
least five (5) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter.

    5.  PARTICIPATION.

    (a) An eligible Employee working primarily in the United States of America
may become a participant in the Plan by completing a subscription agreement
authorizing payroll deductions in the form of EXHIBIT A to this Plan and filing
it with the Company's payroll office prior to the applicable Enrollment Date.

    (b) An eligible Employee working primarily outside of the United States of
America may become a participant in the Plan by completing a participation
agreement authorizing payroll deductions in the form of EXHIBIT B to this Plan
and filing it with the Company's payroll office prior to the applicable
Enrollment Date.

    (c) Payroll deductions for a participant shall commence on the first payroll
following the Enrollment Date and shall end on the last payroll in the Offering
Period to which such authorization is applicable, unless sooner terminated by
the participant as provided in Section 10 hereof.

    6.  PAYROLL DEDUCTIONS.

    (a) At the time a participant files his or her subscription agreement, he or
she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount not exceeding 10% of the Compensation which he or
she receives on each pay day during the Offering Period.

    (b) All payroll deductions made for a participant shall be credited to his
or her account under the Plan and shall be withheld in whole percentages only. A
participant may not make any additional payments into such account.

    (c) A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, or may increase or decrease the rate of his or
her payroll deductions during the Offering Period by completing or filing with
the Company a new subscription agreement authorizing a change in payroll
deduction rate; provided, however, that a participant may change his or her rate
of payroll deductions only two (2) times each Purchase Period; provided,
further, that the Board may, in its discretion, change the number of
participation rate changes permitted during any Purchase or Offering Period. The
change in rate shall be effective with the first full payroll period following
five (5) business days after the Company's receipt of the new subscription
agreement unless the Company elects to process a given change in participation
more quickly. A participant's most recent subscription agreement received by the
Company shall remain in effect for successive Offering Periods unless terminated
as provided in Section 10 hereof.

    (d) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll
deductions may be decreased by the Company to zero percent (0%) at any time
during a Purchase Period. Payroll deductions shall recommence at the rate
provided in such participant's subscription agreement at the beginning of the
first Purchase Period which is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 10 hereof.

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    (e) At the time the option is exercised, in whole or in part, or at the time
some or all of the Company's Common Stock issued under the Plan is disposed of,
the participant must make adequate provision for the Company's federal, state,
or other tax withholding obligations, if any, which arise upon the exercise of
the option or the disposition of the Common Stock. At any time, the Company may,
but shall not be obligated to, withhold from the participant's compensation the
amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by the Employee.

    7.  GRANT OF OPTION.  On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than
25,000 shares of the Company's Common Stock (subject to any adjustment pursuant
to Section 19), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof. The Board may, for future
Offering Periods, increase or decrease, in its absolute discretion, the maximum
number of shares of the Company's Common Stock an Employee may purchase during
each Purchase Period of such Offering Period. Exercise of the option shall occur
as provided in Section 8 hereof, unless the participant has withdrawn pursuant
to Section 10 hereof. The option shall expire on the last day of the Offering
Period.

    8.  EXERCISE OF OPTION.

    (a) Unless a participant withdraws from the Plan as provided in Section 10
hereof, his or her option for the purchase of shares shall be exercised
automatically on the Exercise Date, and the maximum number of full shares
subject to option shall be purchased for such participant at the applicable
Purchase Price with the accumulated payroll deductions in his or her account. No
fractional shares shall be purchased; any payroll deductions accumulated in a
participant's account which are not sufficient to purchase a full share shall be
retained in the participant's account for the subsequent Purchase Period or
Offering Period, subject to earlier withdrawal by the participant as provided in
Section 10 hereof. Any other monies left over in a participant's account after
the Exercise Date shall be returned to the participant. During a participant's
lifetime, a participant's option to purchase shares hereunder is exercisable
only by him or her.

    (b) If the Board determines that, on a given Exercise Date, the number of
shares with respect to which options are to be exercised may exceed (i) the
number of shares of Common Stock that were available for sale under the Plan on
the Enrollment Date of the applicable Offering Period, or (ii) the number of
shares available for sale under the Plan on such Exercise Date, the Board may in
its sole discretion (x) provide that the Company shall make a pro rata
allocation of the shares of Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect, or (y) provide
that the Company shall make a pro rata allocation of the shares available for
purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform
a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and terminate any or all Offering Periods
then in effect pursuant to Section 20 hereof. The Company may make pro rata
allocation of the shares available on the Enrollment Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company's
shareholders subsequent to such Enrollment Date.

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    9.  DELIVERY.  As promptly as practicable after each Exercise Date on which
a purchase of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.

    10.  WITHDRAWAL.

    (a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company in
the form of EXHIBIT C to this Plan. All of the participant's payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period shall be automatically terminated, and no further payroll deductions for
the purchase of shares shall be made for such Offering Period. If a participant
withdraws from an Offering Period, payroll deductions shall not resume at the
beginning of the succeeding Offering Period unless the participant delivers to
the Company a new subscription agreement.

    (b) A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan which may
hereafter be adopted by the Company or in succeeding Offering Periods which
commence after the termination of the Offering Period from which the participant
withdraws.

    11.  TERMINATION OF EMPLOYMENT.  Upon a participant's ceasing to be an
Employee, for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such participant's
option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.

    12.  INTEREST.  No interest shall accrue on the payroll deductions of a
participant in the Plan.

    13.  STOCK.

    (a) Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19 hereof, the maximum number of shares of the Company's
Common Stock which shall be made available for sale under the Plan shall be
225,000 shares, plus an annual increase to be added on the first day of each
fiscal year, beginning with the fiscal year ending January 31, 2001, equal to
the lesser of (i) 225,000 Shares, (ii) 1% of the Shares of Common Stock
outstanding on the last day of the previous fiscal year or (iii) such amount as
determined by the Board.

    (b) The participant shall have no interest or voting right in shares covered
by his option until such option has been exercised.

    (c) Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and
his or her spouse.

    14.  ADMINISTRATION.  The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

    15.  DESIGNATION OF BENEFICIARY.

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    (a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the participant's account under the
Plan in the event of such participant's death subsequent to an Exercise Date on
which the option is exercised but prior to delivery to such participant of such
shares and cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under the
Plan in the event of such participant's death prior to exercise of the option.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

    (b) Such designation of beneficiary may be changed by the participant at any
time by written notice. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the participant, or
if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

    16.  TRANSFERABILITY.  Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

    17.  USE OF FUNDS.  All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

    18.  REPORTS.  Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

    19.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,
MERGER OR ASSET SALE.

    (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Purchase Period (pursuant to Section 7), as well
as the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an option.

    (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be
shortened by setting a new Exercise Date (the "New Exercise Date"), and shall
terminate immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board. The New Exercise Date shall
be

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before the date of the Company's proposed dissolution or liquidation. The Board
shall notify each participant in writing, at least ten (10) business days prior
to the New Exercise Date, that the Exercise Date for the participant's option
has been changed to the New Exercise Date and that the participant's option
shall be exercised automatically on the New Exercise Date, unless prior to such
date the participant has withdrawn from the Offering Period as provided in
Section 10 hereof.

    (c) MERGER OR ASSET SALE. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option, any Purchase Periods
then in progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date") and any Offering Periods then in progress shall end on the New
Exercise Date. The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant's option has been changed to the New Exercise Date and
that the participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.

    20.  AMENDMENT OR TERMINATION.

    (a) The Board of Directors of the Company may at any time and for any reason
terminate or amend the Plan. Except as provided in Section 19 hereof, no such
termination can affect options previously granted, provided that an Offering
Period may be terminated by the Board of Directors on any Exercise Date if the
Board determines that the termination of the Offering Period or the Plan is in
the best interests of the Company and its shareholders. Except as pro-vided in
Section 19 and this Section 20 hereof, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other applicable law, regulation or stock
exchange rule), the Company shall obtain shareholder approval in such a manner
and to such a degree as required.

    (b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

    (c) In the event the Board determines that the ongoing operation of the Plan
may result in unfavorable financial accounting consequences, the Board may, in
its discretion and, to the extent necessary or desirable, modify or amend the
Plan to reduce or eliminate such accounting consequence including, but not
limited to:

        (1) altering the Purchase Price for any Offering Period including an
    Offering Period underway at the time of the change in Purchase Price;

        (2) shortening any Offering Period so that Offering Period ends on a new
    Exercise Date, including an Offering Period underway at the time of the
    Board action; and

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        (3) allocating shares.

    Such modifications or amendments shall not require stockholder approval or
the consent of any Plan participants.

    21.  NOTICES.  All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

    22.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

    As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

    23.  TERM OF PLAN.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.

    24.  AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD.  To the extent
permitted by any applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
im-mediately following Offering Period as of the first day thereof.

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                                   EXHIBIT A
                             SERENA SOFTWARE, INC.
                       1999 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

______ Original Application                        Enrollment Date: ____________
______ Change in Payroll Deduction Rate
______ Change of Beneficiary(ies)

1.  _______________ hereby elects to participate in the SERENA Software, Inc.
    1999 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and
    subscribes to purchase shares of the Company's Common Stock in accordance
    with this Subscription Agreement and the Employee Stock Purchase Plan.

2.  I hereby authorize payroll deductions from each paycheck in the amount of
    ______% of my Compensation on each payday (from 1 to 10%) during the
    Offering Period in accordance with the Employee Stock Purchase Plan. (Please
    note that no fractional percentages are permitted.)

3.  I understand that said payroll deductions shall be accumulated for the
    purchase of shares of Common Stock at the applicable Purchase Price
    determined in accordance with the Employee Stock Purchase Plan. I understand
    that if I do not withdraw from an Offering Period, any accumulated payroll
    deductions will be used to automatically exercise my option.

4.  I have received a copy of the complete Employee Stock Purchase Plan. I
    understand that my participation in the Employee Stock Purchase Plan is in
    all respects subject to the terms of the Plan. I understand that my ability
    to exercise the option under this Subscription Agreement is subject to
    shareholder approval of the Employee Stock Purchase Plan.

5.  Shares purchased for me under the Employee Stock Purchase Plan should be
    issued in the name(s) of (Employee or Employee and Spouse only):.

6.  I understand that if I dispose of any shares received by me pursuant to the
    Plan within 2 years after the Enrollment Date (the first day of the Offering
    Period during which I purchased such shares) or one year after the Exercise
    Date, I will be treated for federal income tax purposes as having received
    ordinary income at the time of such disposition in an amount equal to the
    excess of the fair market value of the shares at the time such shares were
    purchased by me over the price which I paid for the shares. I HEREBY AGREE
    TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY
    DISPOSITION OF MY SHARES AND I WILL MAKE ADEQUATE PROVISION FOR FEDERAL,
    STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE
    DISPOSITION OF THE COMMON STOCK. The Company may, but will not be obligated
    to, withhold from my compensation the amount necessary to meet any
    applicable withholding obligation including any withholding necessary to
    make available to the Company any tax deductions or benefits attributable to
    sale or early disposition of Common Stock by me. If I dispose of such shares
    at any time after the expiration of the 2-year and 1-year holding periods, I
    understand that I will be treated for federal income tax purposes as having
    received income only at the time of such disposition, and that such income
    will be taxed as ordinary income only to the extent of an amount equal to
    the lesser of (1) the excess of the fair market value of the shares at the
    time of such disposition over the purchase price which I paid for the
    shares, or (2) 15% of the fair market value of the shares on the first day
    of the Offering Period. The remainder of the gain, if any, recognized on
    such disposition will be taxed as capital gain.

7.  I hereby agree to be bound by the terms of the Employee Stock Purchase Plan.
    The effectiveness of this Subscription Agreement is dependent upon my
    eligibility to participate in the Employee Stock Purchase Plan.

8.  In the event of my death, I hereby designate the following as my
    beneficiary(ies) to receive all payments and shares due me under the
    Employee Stock Purchase Plan:
<PAGE>
NAME: (Please print) ___________________________________________________________
                            (First)           (Middle)          (Last)

<TABLE>
<S>                                      <C>
Relationship

                                           (Address)

Employee's Social
Security Number:

Employee's Address:

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:
                                           Signature of Employee

                                           Spouse's Signature (If beneficiary other than
                                           spouse)
</TABLE>

<PAGE>
                                   EXHIBIT B
                             SERENA SOFTWARE, INC.
                       1999 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT
                            (FOR NON-U.S. EMPLOYEES)

______ Original Application                        Enrollment Date: ____________
______ Change in Payroll Deduction Rate
______ Change of Beneficiary(ies)

1.              hereby elects to participate in the SERENA Software, Inc. 1999
    Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and
    subscribes to purchase shares of the Company's Common Stock in accordance
    with this Subscription Agreement and the Employee Stock Purchase Plan.

2.  I hereby authorize payroll deductions from each paycheck in the amount of
    ___% of my Compensation on each payday (from 1 to 10%) during the Offering
    Period in accordance with the Employee Stock Purchase Plan. (Please note
    that no fractional percentages are permitted.)

3.  I understand that said payroll deductions shall be accumulated for the
    purchase of shares of Common Stock at the applicable Purchase Price
    determined in accordance with the Employee Stock Purchase Plan. I understand
    that if I do not withdraw from an Offering Period, any accumulated payroll
    deductions will be used to automatically exercise my option.

4.  I have received a copy of the complete Employee Stock Purchase Plan. I
    understand that my participation in the Employee Stock Purchase Plan is in
    all respects subject to the terms of the Plan. I understand that my ability
    to exercise the option under this Subscription Agreement is subject to
    shareholder approval of the Employee Stock Purchase Plan.

5.  Shares purchased for me under the Employee Stock Purchase Plan should be
    issued in the name(s) of (Employee or Employee and Spouse only):
    ____________.

6.  I understand and acknowledge that my participation in the Employee Stock
    Purchase Plan and any benefits thereunder shall not form part of any
    contract of employment with the Company or any subsidiary and said benefits
    are not part of my remuneration and do not count as such for any purpose. I
    acknowledge further that in the event of the termination of my employment
    and my resulting ineligibility to participate in the Employee Stock Purchase
    Plan I shall have no claim for compensation for any loss of any right or
    benefit or prospective right or benefit under the Employee Stock Purchase
    Plan which I might otherwise have enjoyed.

7.  I hereby agree to be bound by the terms of the Employee Stock Purchase Plan.
    The effectiveness of this Subscription Agreement is dependent upon my
    eligibility to participate in the Employee Stock Purchase Plan.
<PAGE>
8.  In the event of my death, I hereby designate the following as my
    beneficiary(ies) to receive all payments and shares due me under the
    Employee Stock Purchase Plan:

NAME: (Please print) ___________________________________________________________
                            (First)           (Middle)          (Last)

<TABLE>
<S>                                      <C>
Relationship

                                           (Address)

Employee's Social
Security Number:

Employee's Address:

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:
                                           Signature of Employee

                                           Spouse's Signature (If beneficiary other than
                                           spouse)
</TABLE>

<PAGE>
                                   EXHIBIT C
                             SERENA SOFTWARE, INC.
                       1999 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL

    The undersigned participant in the Offering Period of the SERENA Software,
Inc. 1999 Employee Stock Purchase Plan which began on ____________, 19__ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

                                          Name and Address of Participant:

                                          ______________________________________

                                          ______________________________________

                                          ______________________________________

                                          Signature:

                                          ______________________________________

                                          Date: ________________________________
<PAGE>
                             SERENA SOFTWARE, INC.
                           1999 DIRECTOR OPTION PLAN

    1.  PURPOSES OF THE PLAN.  The purposes of this 1999 Director Option Plan
are to attract and retain the best available personnel for service as Outside
Directors (as defined herein) of the Company, to provide additional incentive to
the Outside Directors of the Company to serve as Directors, and to encourage
their continued service on the Board.

        All options granted hereunder shall be nonstatutory stock options.

    2.  DEFINITIONS.  As used herein, the following definitions shall apply:

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

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

        (c)  "COMMON STOCK"  means the common stock of the Company.

        (d)  "COMPANY"  means SERENA Software, Inc.

        (e)  "DIRECTOR"  means a member of the Board.

        (f)  "DISABILITY"  means total and permanent disability as defined in
    section 22(e)(3) of the Code.

        (g)  "EMPLOYEE"  means any person, including officers and Directors,
    employed by the Company or any Parent or Subsidiary of the Company. The
    payment of a Director's fee by the Company shall not be sufficient in and of
    itself to constitute "employment" by the Company.

        (h)  "EXCHANGE ACT"  means the Securities Exchange Act of 1934, as
    amended.

        (i)  "FAIR MARKET VALUE"  means, as of any date, the value of Common
    Stock determined as follows:

            (i) If the Common Stock is listed on any established stock exchange
       or a national market system, including without limitation the Nasdaq
       National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
       its Fair Market Value shall be the closing sales price for such stock (or
       the closing bid, if no sales were reported) as quoted on such exchange or
       system for the last market trading day prior to the time of determination
       as reported in THE WALL STREET JOURNAL or such other source as the
       Administrator deems reliable;

            (ii) If the Common Stock is regularly quoted by a recognized
       securities dealer but selling prices are not reported, the Fair Market
       Value of a Share of Common Stock shall be the mean between the high bid
       and low asked prices for the Common Stock for the last market trading day
       prior to the time of determination, as reported in THE WALL STREET
       JOURNAL or such other source as the Board deems reliable; or

           (iii) In the absence of an established market for the Common Stock,
       the Fair Market Value thereof shall be determined in good faith by the
       Board.

        (j)  "INSIDE DIRECTOR"  means a Director who is an Employee.

        (k)  "OPTION"  means a stock option granted pursuant to the Plan.

        (l)  "OPTIONED STOCK"  means the Common Stock subject to an Option.

        (m)  "OPTIONEE"  means a Director who holds an Option.

        (n)  "OUTSIDE DIRECTOR"  means a Director who is not an Employee.

        (o)  "PARENT"  means a "parent corporation," whether now or hereafter
    existing, as defined in Section 424(e) of the Code.

        (p)  "PLAN"  means this 1999 Director Option Plan.
<PAGE>
        (q)  "SHARE"  means a share of the Common Stock, as adjusted in
    accordance with Section 10 of the Plan.

        (r)  "SUBSIDIARY"  means a "subsidiary corporation," whether now or
    hereafter existing, as defined in Section 424(f) of the Internal Revenue
    Code of 1986.

    3.  STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 150,000 Shares (the "Pool") (the Shares may be authorized, but
unissued, or reacquired Common Stock), plus an annual increase to be added on
the first day of each fiscal year, beginning with the fiscal year ending Januay
31, 2001, equal to the lesser of (i) 125,000 Shares, (ii) 1/2% of the Shares of
Common Stock outstanding on the last day of each preceding fiscal year or (ii)
such amount as determined by the Board of Directors.

        If an Option expires or becomes unexercisable without having been
    exercised in full, the unpurchased Shares which were subject thereto shall
    become available for future grant or sale under the Plan (unless the Plan
    has terminated). Shares that have actually been issued under the Plan shall
    not be returned to the Plan and shall not become available for future
    distribution under the Plan.

    4.  ADMINISTRATION AND GRANTS OF OPTIONS UNDER THE PLAN.

        (a)  PROCEDURE FOR GRANTS.  All grants of Options to Outside Directors
    under this Plan shall be automatic and nondiscretionary and shall be made
    strictly in accordance with the following provisions:

            (i) No person shall have any discretion to select which Outside
       Directors shall be granted Options or to determine the number of Shares
       to be covered by Options.

            (ii) Each Outside Director shall be automatically granted an Option
       to purchase 25,000 Shares (the "First Option") on the date on which such
       person first becomes an Outside Director, whether through election by the
       shareholders of the Company or appointment by the Board to fill a
       vacancy; provided, however, that an Inside Director who ceases to be an
       Inside Director but who remains a Director shall not receive a First
       Option.

           (iii) Each Outside Director shall be automatically granted an Option
       to purchase 5,000 Shares (a "Subsequent Option") on the first day of each
       fiscal year (beginning with the fiscal year ending January 31, 2001)
       provided he or she is then an Outside Director and if as of such date, he
       or she shall have served on the Board for at least the preceding six (6)
       months.

            (iv) Notwithstanding the provisions of subsections (ii) and (iii)
       hereof, any exercise of an Option granted before the Company has obtained
       shareholder approval of the Plan in accordance with Section 16 hereof
       shall be conditioned upon obtaining such shareholder approval of the Plan
       in accordance with Section 16 hereof.

            (v) The terms of a First Option granted hereunder shall be as
       follows:

               (A) the term of the First Option shall be ten (10) years.

               (B) the First Option shall be exercisable only while the Outside
           Director remains a Director of the Company, except as set forth in
           Sections 8 and 10 hereof.

               (C) the exercise price per Share shall be 100% of the Fair Market
           Value per Share on the date of grant of the First Option.

               (D) subject to Section 10 hereof, the First Option shall become
           exercisable cumulatively with respect to 1/4th of the Shares subject
           to the First Option on the anniversary of the date of grant, and as
           to 1/48th of the First Option at the end of each

                                       2
<PAGE>
           month thereafter, provided that the Optionee continues to serve as a
           Director on such dates.

            (vi) The terms of a Subsequent Option granted hereunder shall be as
       follows:

               (A) the term of the Subsequent Option shall be ten (10) years.

               (B) the Subsequent Option shall be exercisable only while the
           Outside Director remains a Director of the Company, except as set
           forth in Sections 8 and 10 hereof.

               (C) the exercise price per Share shall be 100% of the Fair Market
           Value per Share on the date of grant of the Subsequent Option.

               (D) subject to Section 10 hereof, the Subsequent Option shall
           become exercisable cumulatively with respect to 1/4th of the Shares
           subject to the Subsequent Option on the anniversary of the date of
           grant, and as to 1/48th of the Subsequent Option at the end of each
           month thereafter, provided that the Optionee continues to serve as a
           Director on such dates.

           (vii) In the event that any Option granted under the Plan would cause
       the number of Shares subject to outstanding Options plus the number of
       Shares previously purchased under Options to exceed the Pool, then the
       remaining Shares available for Option grant shall be granted under
       Options to the Outside Directors on a pro rata basis. No further grants
       shall be made until such time, if any, as additional Shares become
       available for grant under the Plan through action of the Board or the
       shareholders to increase the number of Shares which may be issued under
       the Plan or through cancellation or expiration of Options previously
       granted hereunder.

    5.  ELIGIBILITY.  Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.

        The Plan shall not confer upon any Optionee any right with respect to
    continuation of service as a Director or nomination to serve as a Director,
    nor shall it interfere in any way with any rights which the Director or the
    Company may have to terminate the Director's relationship with the Company
    at any time.

    6.  TERM OF PLAN.  The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the shareholders of the Company
as described in Section 16 of the Plan. It shall continue in effect for a term
of ten (10) years unless sooner terminated under Section 11 of the Plan.

    7.  FORM OF CONSIDERATION.  The consideration to be paid for the Shares to
be issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (iii) other shares which (x) in the case of
Shares acquired upon exercise of an option, have been owned by the Optionee for
more than six (6) months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, (iv) consideration received
by the Company under a cashless exercise program implemented by the Company in
connection with the Plan, or (v) any combination of the foregoing methods of
payment.

    8.  EXERCISE OF OPTION.

        (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  Any Option
    granted hereunder shall be exercisable at such times as are set forth in
    Section 4 hereof; provided, however, that no Options shall be exercisable
    until shareholder approval of the Plan in accordance with Section 16 hereof
    has been obtained.

                                       3
<PAGE>
        An Option may not be exercised for a fraction of a Share.

        An Option shall be deemed to be exercised when written notice of such
    exercise has been given to the Company in accordance with the terms of the
    Option by the person entitled to exercise the Option and full payment for
    the Shares with respect to which the Option is exercised has been received
    by the Company. Full payment may consist of any consideration and method of
    payment allowable under Section 7 of the Plan. Until the issuance (as
    evidenced by the appropriate entry on the books of the Company or of a duly
    authorized transfer agent of the Company) of the stock certificate
    evidencing such Shares, no right to vote or receive dividends or any other
    rights as a shareholder shall exist with respect to the Optioned Stock,
    notwithstanding the exercise of the Option. A share certificate for the
    number of Shares so acquired shall be issued to the Optionee as soon as
    practicable after exercise of the Option. No adjustment shall be made for a
    dividend or other right for which the record date is prior to the date the
    stock certificate is issued, except as provided in Section 10 of the Plan.

        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.

        (b)  TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR.  Subject to Section
    10 hereof, in the event an Optionee's status as a Director terminates (other
    than upon the Optionee's death or Disability), the Optionee may exercise his
    or her Option, but only within three (3) months following the date of such
    termination, and only to the extent that the Optionee was entitled to
    exercise it on the date of such termination (but in no event later than the
    expiration of its ten (10) year term). To the extent that the Optionee was
    not entitled to exercise an Option on the date of such termination, and to
    the extent that the Optionee does not exercise such Option (to the extent
    otherwise so entitled) within the time specified herein, the Option shall
    terminate.

        (c)  DISABILITY OF OPTIONEE.  In the event Optionee's status as a
    Director terminates as a result of Disability, the Optionee may exercise his
    or her Option, but only within twelve (12) months following the date of such
    termina-tion, and only to the extent that the Optionee was entitled to
    exercise it on the date of such termination (but in no event later than the
    expiration of its ten (10) year term). To the extent that the Optionee was
    not entitled to exercise an Option on the date of termination, or if he or
    she does not exercise such Option (to the extent otherwise so entitled)
    within the time specified herein, the Option shall terminate.

        (d)  DEATH OF OPTIONEE.  In the event of an Optionee's death, the
    Optionee's estate or a person who acquired the right to exercise the Option
    by bequest or inheritance may exercise the Option, but only within twelve
    (12) months following the date of death, and only to the extent that the
    Optionee was entitled to exercise it on the date of death (but in no event
    later than the expiration of its ten (10) year term). To the extent that the
    Optionee was not entitled to exercise an Option on the date of death, and to
    the extent that the Optionee's estate or a person who acquired the right to
    exercise such Option does not exercise such Option (to the extent otherwise
    so entitled) within the time specified herein, the Option shall terminate.

    9.  NON-TRANSFERABILITY OF OPTIONS.  The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

    10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.

        (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by the
    shareholders of the Company, the number of Shares covered by each
    outstanding Option, the number of Shares which have been authorized for
    issuance under the Plan but as to which no Options have yet been granted or
    which have been returned to the Plan upon cancellation or expiration of an
    Option, as

                                       4
<PAGE>
    well as the price per Share covered by each such outstanding Option, and the
    number of Shares issuable pursuant to the automatic grant provisions of
    Section 4 hereof shall be proportionately adjusted for any increase or
    decrease in the number of issued Shares resulting from a stock split,
    reverse stock split, stock dividend, combination or reclassification of the
    Common Stock, or any other increase or decrease in the number of issued
    Shares effected without receipt of consideration by the Company; provided,
    however, that conversion of any convertible securities of the Company shall
    not be deemed to have been "effected without receipt of consideration."
    Except as expressly provided herein, no issuance by the Company of shares of
    stock of any class, or securities convertible into shares of stock of any
    class, shall affect, and no adjustment by reason thereof shall be made with
    respect to, the number or price of Shares subject to an Option.

        (b)  DISSOLUTION OR LIQUIDATION.  In the event of the proposed
    dissolution or liquidation of the Company, to the extent that an Option has
    not been previously exercised, it shall terminate immediately prior to the
    consummation of such proposed action.

        (c)  MERGER OR ASSET SALE.  In the event of a merger of the Company with
    or into another corporation or the sale of substantially all of the assets
    of the Company, the Option or option shall become fully exercisable,
    including as to Shares for which it would not otherwise be exercisable.
    Thereafter, the Option or option shall remain exercisable in accordance with
    Sections 8(b) through (d); PROVIDED, HOWEVER, that if the Successor
    Corporation does not assume such outstanding Option or substitute for it an
    equivalent option, and the Option would otherwise terminate pursuant to
    Sections 8(b) through 8(d) after the consummation of the merger or asset
    sale transaction, then the Board shall notify the Optionee that the Option
    shall be fully exercisable for a period of thirty (30) days from the date of
    such notice, and upon the expiration of such period the Option shall
    terminate.

        For the purposes of this Section 10(c), an Option shall be considered
    assumed if, following the merger or sale of assets, the Option confers the
    right to purchase or receive, for each Share of Optioned Stock subject to
    the Option immediately prior to the merger or sale of assets, the
    consideration (whether stock, cash, or other securities or property)
    received in the merger or sale of assets by holders of Common Stock for each
    Share held on the effective date of the transaction (and if holders were
    offered a choice of consideration, the type of consideration chosen by the
    holders of a majority of the outstanding Shares). If such consideration
    received in the merger or sale of assets is not solely common stock of the
    successor corporation or its Parent, the Administrator may, with the consent
    of the successor corporation, provide for the consideration to be received
    upon the exercise of the Option, for each Share of Optioned Stock subject to
    the Option, to be solely common stock of the successor corporation or its
    Parent equal in fair market value to the per share consideration received by
    holders of Common Stock in the merger or sale of assets.

    11.  AMENDMENT AND TERMINATION OF THE PLAN.

        (a)  AMENDMENT AND TERMINATION.  The Board may at any time amend, alter,
    suspend, or discontinue the Plan, but no amendment, alteration, suspension,
    or discontinuation shall be made which would impair the rights of any
    Optionee under any grant theretofore made, without his or her consent. In
    addition, to the extent necessary and desirable to comply with any
    applicable law, regulation or stock exchange rule, the Company shall obtain
    shareholder approval of any Plan amendment in such a manner and to such a
    degree as required.

        (b)  EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment 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 or terminated.

                                       5
<PAGE>
    12.  TIME OF GRANTING OPTIONS.  The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof.

    13.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
there-under, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

        As a condition to the exercise of an Option, the Company may require the
    person exercising such Option to represent and warrant at the time of any
    such exercise that the Shares are being purchased only for investment and
    without any present intention to sell or distribute such Shares, if, in the
    opinion of counsel for the Company, such a representation is required by any
    of the aforementioned relevant provisions of law.

        Inability of the Company to obtain authority from any regulatory body
    having jurisdiction, which authority is deemed by the Company's counsel to
    be necessary to the lawful issuance and sale of any Shares hereunder, shall
    relieve the Company of any liability in respect of the failure to issue or
    sell such Shares as to which such requisite authority shall not have been
    obtained.

    14.  RESERVATION OF SHARES.  The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

    15.  OPTION AGREEMENT.  Options shall be evidenced by written option
agreements in such form as the Board shall approve.

    16.  SHAREHOLDER APPROVAL.  The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the degree and manner
required under applicable state and federal law and any stock exchange rules.

                                       6