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                                                                   EXHIBIT 10.46

          FRENCH ANNEX TO THE STELLENT, INC. 2000 STOCK INCENTIVE PLAN

1. PURPOSE.

     This annex (the "FRENCH ANNEX") is attached to and incorporated in the
Stellent, Inc. 2000 Stock Incentive Plan (the "PLAN"), which was adopted by the
board of directors of Stellent, Inc. (the "COMPANY") and approved by the
shareholders of the Company on August 30, 2000.

     Unless the context requires otherwise, capitalized terms used in this
French Annex that are not defined in this French Annex shall have the meanings
set forth in the Plan.

     The provisions of this French Annex shall apply only with respect to French
Options (defined below), and shall not apply to any other Awards granted
pursuant to the Plan. The provisions of the Plan that are not affected by this
French Annex shall remain in full force and effect as to the French Eligible
Participants (defined below). In the event of any conflict between the
provisions of this French Annex and the provisions of the Plan, the provisions
of this French Annex shall control, but only with respect to such French
Options.

     THE PROVISIONS OF THE PLAN SHALL APPLY TO FRENCH OPTIONS GRANTED TO FRENCH
ELIGIBLE PARTICIPANTS TO THE EXTENT THAT SUCH PROVISIONS ARE NOT CONTRARY TO THE
PROVISIONS OF FRENCH LAW GOVERNING STOCK OPTIONS PLANS, I.E., SECTIONS L.
225-177 ET SEQ. OF THE CODE DE COMMERCE -- IN WHICH CASE THE RELEVANT PROVISIONS
OF THE LAW WOULD APPLY -- AND TO THE FOLLOWING PROVISIONS.

2. DEFINITIONS.

     For the purposes of this French Annex:

          "AFFILIATE" means a parent, a subsidiary, a branch or a related
     company of the Company as defined under paragraph 1, 2 and 3 of Section L.
     225-180 of the Code de commerce.

          "DISABILITY" means for purposes of this French Annex, a second or
     third category disability pursuant to Section L. 341-4 of the Code de la
     securite sociale. The status of a Disability will be determined by the work
     physician ("medecin du travail") according to French law, who will issue a
     Statement Of Disability.

          "DISABLED FRENCH OPTIONEE" means a French Optionee who has become
     disabled and has a Disability.

          "FRENCH AGREEMENT" means a written contract entered into between the
     Company or an Affiliate and a French Eligible Participant containing the
     terms and conditions of a French Option. Each French Agreement shall be
     subject to the terms and conditions of the Plan and this French Annex.

          "FRENCH ELIGIBLE PARTICIPANT" means a French Employee or a French
     Officer. It shall not mean consultants or service providers of the Company.

          "FRENCH EMPLOYEE" shall mean any employee ("salarie") of the Company
     or any of its Affiliates, provided he or she (i) is a tax resident in
     France as per the relevant French or international tax rules applicable to
     such employee, (ii) does not own more than ten percent (10%) of the
     Company's Stock on the Grant Date and (iii) is not a member of the board or
     of the board of an Affiliate except in the case where he or she is a French
     Officer.

          "FRENCH EXERCISE PRICE" shall have the meaning ascribed to it in
     Section 7(a) below.

          "FRENCH OFFICER" means a French officer of the Company or any of its
     Affiliates, provided that he or she (i) does not own more than ten percent
     (10%) of the Company's Stock on the Grant Date and (ii) is (y) chairman of
     the board ("president"), (x) chief executive officer ("directeur general"
     or "directeur general delegue"), (z) a management-board member ("membre du
     directoire"), but not a director ("administrateur") or a supervisory-board
     member ("membre du conseil de surveillance").
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          "FRENCH OPTION" means any option pursuant to the Plan under which a
     French Eligible Participant may purchase Shares at the exercise price,
     complying with Sections L. 225-177 to 225-186 of the Code de commerce.

          "FRENCH OPTIONEE" means any French Eligible Participant who holds one
     or more French Options.

          "FRENCH PURCHASE OPTION" means a French Option the exercise of which
     requires, or results in, the delivery of reacquired Shares to a French
     Eligible Participant.

          "FRENCH SUBSCRIPTION OPTION" means any French Option other than a
     French Purchase Option. French Subscription Options shall include all
     French Options the exercise of which require, or result in, a share capital
     increase of the Company.

          "GRANT DATE" means the date on which a French Option is granted.

          "HOLDING PERIOD" means a four (4)-year period starting on the Grant
     Date (included) and terminating on the day that is the fourth anniversary
     day of the Grant Date (included).

          "SHARES" means the Company's shares of voting Stock.

          "STATEMENT OF DISABILITY" means for purposes of this French Annex, the
     statement of disability ("declaration d'inaptitude") issued by the work
     physician ("medecin du travail") for a French Employee.

          "SUCCESSORS" shall have the meaning ascribed to it in Section
     6(f)(iii) below.

3. ADMINISTRATION.

  (A) COMMITTEE.

     (i) Notwithstanding any provisions to the contrary in the Plan, the
Committee shall not have the power to make any decision that is not in full
compliance with the provisions of the Plan and of this French Annex.

     (II) NOTWITHSTANDING THE PROVISIONS OF SECTION 7(A) OF THE PLAN, THE
COMMITTEE (WITH NO FACULTY TO DELEGATE), SHALL NOT HAVE THE POWER TO DETERMINE
THE FRENCH EXERCISE PRICE OF FRENCH OPTIONS OTHERWISE THAN PURSUANT TO SECTION
7(A) OF THIS FRENCH ANNEX.

     (iii) Notwithstanding any provisions to the contrary in the Plan, the
Committee shall not subject the French Options to termination and cancellation
provisions, unless such termination and cancellation provisions are provided in
the Plan, this French Annex and the applicable French Agreement. French Options
are irrevocable once they have been granted.

     (iv) Notwithstanding any provisions to the contrary in the Plan (including
without limitation Sections 3(a) and 12(e) of the Plan), in respect of French
Options, the Committee shall not amend, waive or rescind rules and regulations
relating to the Plan without prior approval of the Company's shareholders.

     (v) Even with the authorization of the shareholders, the Committee shall
not, at any time, modify the Plan and the French Annex in a less favorable way
for the French Optionee without the approval of said French Optionee.

  (B) GRANT BY THE COMMITTEE UNDER THE PLAN.

     NOTWITHSTANDING ANY PROVISION OF THE PLAN TO THE CONTRARY, THE COMMITTEE
MAY ONLY GRANT FRENCH OPTIONS FOR A PERIOD OF A THIRTY-EIGHT (38) MONTH PERIOD
AS FROM THE DATE ON WHICH THE PLAN WAS APPROVED OR RATIFIED BY THE SHAREHOLDERS
OF THE COMPANY IN GENERAL MEETING AS PROVIDED UNDER SECTION L. 225-177 OF THE
CODE DE COMMERCE. IF THIS PERIOD IS MODIFIED BY SECTION L. 225-177 OF THE CODE
DE COMMERCE, THE NEW PERIOD TO BE PROVIDED BY THIS SECTION OR ANY SECTION THAT
WOULD REPLACE OR SUPERSEDE IT SHOULD AUTOMATICALLY APPLY.
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4. SHARES.

  (A) SHARES AVAILABLE.

     Notwithstanding any provisions of the Plan to the contrary, the Options
shall at no time give right to more than one-third (1/3) of the Company's share
capital.

  (B) SHARES AVAILABLE AGAIN.

     WITH RESPECT TO FRENCH OPTIONS, THE LAST SENTENCE OF SECTION 4(B) OF THE
PLAN IS DELETED.

  (C) RESTRICTIONS TO THE COMPANY'S RIGHT TO GRANT FRENCH OPTIONS.

     The Stock of the Company being listed on a regulated stock market at the
Grant Date, the Company shall not grant French Options during the periods
provided in Sections L. 225-177 alineas 4 and 5 and L. 225-179 alinea 2 of the
Code de commerce.

     As of the date hereof, Sections L. 225-177 alineas 4 and 5 and L. 225-179
alinea 2 of the Code de commerce prohibit granting French Options:

     - within ten trading days before and after the date the annual accounts are
       disclosed;

     - within a period starting from the date the Company becomes aware of an
       information which may have an impact on the stock market price and ending
       10 trading days after this information is publicly disclosed;

     - within a period of twenty market trading days following the payment of a
       dividend by the Company or a share capital increase.

  (D) FRENCH PURCHASE OPTIONS.

     Notwithstanding any provisions of the Plan to the contrary, the Company
will not grant any French Purchase Options to the French Optionees.

5. ELIGIBILITY.

     Notwithstanding any provisions of the Plan to the contrary, French Options
may only be granted in France to a French Eligible Participant.

6. GENERAL TERMS OF AWARDS.

  (A) AWARDS.

     The provisions of the Plan pertaining to Stock Appreciation Rights,
Performance Shares, Restricted Stock, Incentives Stock Options and Other
Stock-Based Awards shall not be applicable in respect of French Options.

  (B) VESTING/GRANTING.

     NOTWITHSTANDING THE PROVISIONS OF SECTION 6(C) OF THE PLAN, FRENCH OPTIONS
SHALL BE GRANTED ON THE GRANT DATE BUT SHALL BE EXERCISABLE ONLY IN ACCORDANCE
WITH SECTION 7(C) HERE BELOW.

     FOR THE AVOIDANCE OF DOUBT, ALL REFERENCES TO "VEST" OR "VESTING" UNDER THE
PLAN, SHOULD BE INTERPRETED AS "GRANT" OR "GRANTING" FOR THE FRENCH OPTIONS.

  (C) TERM.

     Notwithstanding the provisions of Section 6(c) of the Plan, with respect to
French Options, no acceleration of the Term is possible, except in the event of
the French Eligible Participant's Disability or French Eligible Participant's
death, as provided in Section 6(f)(ii) and (iii).
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  (D) FRENCH AGREEMENT.

     Notwithstanding any provisions of the Plan to the contrary, French Options
shall be evidence by a French Agreement setting forth the terms and conditions,
as determined by the Committee, that shall apply to such French Options, in
addition to the terms and conditions specified in the Plan and this French
Annex.

  (E) TRANSFERABILITY.

     NOTWITHSTANDING THE PROVISIONS OF SECTION 6(E) OF THE PLAN, DURING THE
LIFETIME OF A FRENCH ELIGIBLE PARTICIPANT, FRENCH OPTIONS GRANTED UNDER THIS
FRENCH ANNEX SHALL BE EXERCISABLE, WITHOUT EXCEPTION, ONLY BY THE FRENCH
OPTIONEE AND SHALL NOT BE ASSIGNABLE OR TRANSFERABLE OTHER THAN BY WILL OR BY
THE LAWS OF DESCENT AND DISTRIBUTION FOLLOWING THE FRENCH OPTIONEE'S DEATH.

     FOR THE AVOIDANCE OF DOUBT, FRENCH OPTIONS MAY NOT BE TRANSFERRED TO A
TRUST.

  (F) TERMINATION OF THE RELATIONSHIP.

     The provisions of Section 6(f) of the Plan shall not apply in respect of
French Optionees.

     (i) Termination.

     The exercisability of French Options pursuant to the Plan by a French
Optionee is earned only by continuing as a French Eligible Participant of the
Company or of one of its Affiliates. If the French Optionee is no longer a
French Eligible Participant, any French Option held by the French Optionee shall
be automatically terminated as of the date of his departure from the Company or
its Affiliates.

     (ii) Disability.

     Notwithstanding any provision of the Plan to the contrary, in the event of
the Disability of the French Optionee, the French Options may only be exercised
beginning two months following the date of issuance of the Statement Of
Disability for a period of twelve (12) months. If the Disabled French Optionee
does not exercise the French Options during such 12-month period, the Disabled
French Optionee's rights in respect of such French Options shall lapse in total
without any formality and the Shares underlying such French Options shall revert
to the Plan.

     For the avoidance of doubt, in case of dismissal of a Disabled French
Optionee, French Options shall lapse in totality and may not be exercised as of
the date of his departure from the Company or its Affiliates.

     (iii) Death of a French Optionee.

     Notwithstanding any provision of the Plan to the contrary (including
Section 6(e) of the Plan), in the event of death of the French Optionee, the
French Options may only be exercised, to the extent then exercisable, for six
(6) months following the French Optionee's death, by the person or persons (the
"SUCCESSORS") to whom the French Optionee's rights under the Plan shall have
passed by the French Optionee's will or by the laws of descent or distribution.
If the Successors do not exercise the French Options during such six (6) -month
period, the Successors' rights in respect of such French Options shall lapse in
total without any formality and the Shares underlying such French Options shall
revert to the Plan.

7. STOCK OPTIONS.

  (A) FRENCH EXERCISE PRICE.

     Notwithstanding any provision of the Plan to the contrary, including in
particular Section 7(a) of the Plan, the par share exercise price of each French
Option (the "FRENCH EXERCISE PRICE") shall be equal to the greater of:

          (x) 95% of the average of the Shares' stock-market price over the
     twenty (20) stock-market days preceding the Grant Date, and
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          (y) 100% of the Shares' stock-market price as of the last stock-market
     day preceding the Grant Date."

  (B) NO AMENDMENT TO THE FRENCH EXERCISE PRICE.

     The French Exercise Price may not be amended after the grant of the French
Options, except as provided in Section 8 here below with respect to the
operations contemplated under Section 225-181 of the Code de commerce.

  (C) EXERCISE.

     (i) Notwithstanding any provision of the Plan to the contrary, French
Optionees shall not exercise their French Options before the end of the Holding
Period.

     (ii) As exceptions to Section 7(c)(i) above and according to Section 91 ter
of Annex II to the French Tax Code, the following persons may exercise the
French Options before the end of the Holding Period as more fully described in
Section 6(f) of this French Annex:

     - the Successors of the French Optionee; or

     - a Disabled French Optionee who continues to work with the Company or its
       Affiliates.

     For the avoidance of doubt, in case of the French Employee's dismissal,
French Options may not be exercised before the end of the Holding Period.

     (iii) Shares issued upon exercise of a French Options shall be issued
solely in the name of the French Optionee, subject to the provisions applicable
in the case of the French Optionee's death. In particular, without limiting the
generality of the foregoing sentence, a French Optionee may not request the
Company to issue Shares, during the French Optionee's lifetime, in the name of
his or her spouse.

  (D) PAYMENT OF THE FRENCH EXERCISE PRICE.

     Notwithstanding Section 7(a) of the Plan, payment of the French Exercise
Price shall be only in cash, at the time the French Options are exercised.

  (E) RELOAD FRENCH OPTIONS.

     Notwithstanding Section 7(a) of the Plan, new reload French Options may be
granted to a French Eligible Participant but only under the same terms and
conditions than the French Options.

  (F) REGISTRATION OF THE SHARES.

     The Shares underlying French Options must be registered in the nominative
form.

8. CHANGES IN COMPANY'S CAPITAL STRUCTURE.

     Notwithstanding any provisions of the Plan to the contrary and in
particular Section 12(f) and 12(g) of the Plan, the number of French Options or
the French Exercise Price shall only be adjusted upon the occurrence of the
events specified in this Section 8.

     (A) If the Company undergoes any transaction described in Section L.
225-181 of the Code de commerce and in Sections 174-8 et seq. of the French
Decree no 67-236 dated March 23, 1967 (the "DECREE"), between the Grant Date of
the French Options and the Term of the French Options, the Committee shall
adjust, in the manner prescribed by the Code de commerce and the Decree, the
French Exercise Price of the French Options and the number of Shares underlying
the French Options in order to take into account the effects of such
transactions; provided, however, that such adjustments may not make the French
Exercise Price lower than the par value of a Share, if any.
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     (B) Notwithstanding any provisions of the Plan to the contrary, the
adjustments contemplated in paragraph 8(a), supra, shall apply, in particular,
in the event of a share capital increase (paid for in cash or by incorporation
of reserves), issue of bonds convertible into or exchangeable against Shares,
distribution of reserves, or a share capital reduction resulting from losses;
provided, however, that no such adjustments shall be made (i) in case of a share
capital increase by incorporation of reserves, if the Shares' par value, if any,
is increased, and (ii) in case of a share capital reduction resulting from
losses, if the Shares' par value, if any, is reduced.

     (C) In the event of any merger, where the Company is not the surviving
entity, any French Option held by a French Optionee shall be automatically
terminated, unless the surviving entity decides to substitute its shares for the
Shares of the Company. The Company will use reasonable commercial efforts to
obtain from the surviving entity the grant of French Options, in compliance with
the Code de commerce and the Decree, without forfeiting the privileged tax
regime.

     Alternatively, the Company will use reasonable commercial efforts try to
obtain from the surviving entity the ability to cash out the French Options by
paying the French Optionee an amount equal to the Fair Market Value of a Share,
multiplied by the number of Shares available under the French Options, and
reduced by the aggregate French Exercise Price associated with the French
Options.

     (D) The provisions of Section 12(f) and 12(g) of the Plan shall only be
applicable to French Options to the extent that such provisions do not adversely
affect the French Options' qualification for privileged tax treatment in France.

9. GENERAL PROVISIONS.

  (A) RIGHT TO TERMINATE EMPLOYMENT.

     With respect to French Options, Section 12(c) of the Plan shall be amended
as follows:

        "Nothing in this Plan or in any Agreement shall confer upon any
        Participant who is an Employee the right to continue in the employment
        of the Company or any Affiliate or affect any right which the Company or
        any Affiliate may have to terminate or modify the employment of the
        Participant."

  (B) WITHHOLDING TAX.

     Notwithstanding any provisions of the Plan to the contrary, the Company
will not have the right to retain and withhold from any payment of cash, or
Shares, to the French Optionee, the amount of the Company's social security
social contribution ("charges sociales patronales") required by any government
to be withheld.

  (C) REPORTING OBLIGATIONS.

     Pursuant to Sections 163 bis C to the GTC and 91 bis of Annex II to the
GTC, upon exercise of French Option, and receipt of Shares, and upon ultimate
sale of the Shares, French Optionee is required to comply with reporting
obligations.

     Breach of reporting obligations by the French Optionee entails forfeiture
of the tax treatment for the Company and the French Optionee provided for in GTC
Section 163 bis C and taxation as ordinary income of the benefit realized on
exercise of the French Options.

     FORFEITURE OF THE TAX TREATMENT FOR THE COMPANY DUE TO THE FRENCH OPTIONEE
FAILURE TO COMPLY WITH HIS/HER TAX DUTIES WILL ALLOW THE COMPANY TO WITHHOLD
OTHER AMOUNTS THE COMPANY MAY OWE THE FRENCH OPTIONEE, WITHOUT NOTICE,
SUFFICIENT TO SATISFY THE PAYMENT OF ANY AMOUNTS AND IN PARTICULAR PENALTIES DUE
TO THE FRENCH OPTIONEE'S FAILURE.

  (D) APPLICABLE LAW.

     FRENCH LAW IS APPLICABLE TO THIS FRENCH ANNEX AND THE FRENCH OPTIONS.