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                                                                     EXHIBIT 4.1

                               pcOrder.com, Inc.
                         Employee Stock Purchase Plan


1.   Purpose.
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          This pcOrder.com, Inc.  Employee Stock Purchase Plan (the "Plan") is
designed to encourage and assist employees of pcOrder.com, Inc. (the "Company")
and any Participating Subsidiary, as defined in Section 4, to acquire an equity
interest in the Company through the purchase of shares of Company common stock
(the "Common Stock").

2.   Administration.
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          The Plan shall be administered by the Board of Directors of the
Company (or a committee thereof designated by the Board of Directors, which in
either case is referred to as the "Board"). The Board may from time to time
select a committee or persons (the "Administrator") to be responsible for any
matters in implementing the Plan. If no such committee or persons are selected,
the Board shall be the Administrator. Subject to the express provisions of the
Plan, to the overall supervision of the Board, and to the limitations of Section
423 of the Internal Revenue Code of 1986, as amended (the "Code"), the
Administrator may administer and interpret the Plan in any manner it believes to
be desirable, and any such interpretation shall be conclusive and binding on the
Company and all persons, and the Administrator shall have all powers necessary
to accomplish the purposes of the Plan and discharge its duties hereunder.

3.   Number of Shares.
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          (a)  Share Limit. The total number of shares of Common Stock initially
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reserved and available for issuance pursuant to this Plan shall be 250,000 (the
"Share Limit"). Notwithstanding the foregoing and subject to Section 3(b), the
Share Limit shall automatically increase on January 1, 2001 and January 1 each
year thereafter until and including January 1, 2009 (unless the Plan is
terminated earlier in accordance with the provisions hereof) by the "Annual
Increase" which shall consist of a number of shares equal to the least of (i)
150,000, (ii) three quarters of one percent (.75%) of the number of shares of
all classes of common stock of the Company outstanding on that date or  (iii) a
lesser number determined by the Administrator prior to such date; provided that
the total number of shares available for issuance under the Plan shall not
exceed the initial Share Limit plus the maximum potential cumulative Annual
Increase.  The Share Limit shall be reduced by the number of shares issued under
the pcOrder.com, Inc. Foreign Subsidiary Employee Stock Purchase Plan ("Foreign
Plan"). Shares issued under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares reacquired in private
transactions or open market purchases, but all shares issued under this Plan and
the Foreign Plan shall be counted against the Share Limit.

          (b)  Adjustments. In the event of any reorganization,
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recapitalization, stock split, reverse stock split, stock dividend, combination
of shares, offering of rights, or other similar change in the capital structure
of the Company, the Board may make such adjustment, if any, as it deems
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appropriate in the number, kind, and purchase price of the shares available for
purchase under the Plan and in the maximum number of shares subject to any
option under the Plan.

4.   Eligibility Requirements.
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          (a)  Eligible Employees. Each employee of the Company and each
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Participating Subsidiary, except those described in the next paragraph, shall
become eligible to participate in the Plan in accordance with Section 5 on the
first Enrollment Date on or following commencement of his or her employment by
the Company or the Participating Subsidiary or following such period of
employment, not to exceed two years, as is designated by the Board from time to
time. Participation in the Plan is entirely voluntary.

          (b)  Non-Eligible Employees. The following employees are not eligible
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to participate in the Plan:

                    (i)   employees who would, immediately upon enrollment in
          the Plan, own directly or indirectly (including options or rights to
          acquire stock possessing as provided in Section 423(b)(3) of the Code)
          five percent or more of the total combined voting power or value of
          all classes of stock of the Company or any subsidiary of the Company
          or any parent of the Company (as defined in Section 424 of the Code);
          and

                    (ii)  employees who are customarily employed by the Company
          less than 20 hours per week or less than five months in any calendar
          year.

          (c)  Definition of Employee. "Employee" shall mean any individual who
               ----------------------
is an employee of the Company or a Participating Subsidiary. Whether an
individual qualifies as an Employee shall be determined by the Administrator, in
its sole discretion. The Administrator shall be guided by the provisions of
Treasury Regulation Section 1.421-7 and Section 3401(c) of the Code and the
Treasury Regulations thereunder, with the intent that the Plan cover all
"employees" within the meaning of those provisions other than those who are not
eligible to participate in the Plan; provided, however, that any determinations
regarding whether an individual is an "employee" shall be prospective only,
unless otherwise determined by the Administrator. Unless the Administrator makes
a contrary determination, the Employees of the Company shall, for all purposes
of this Plan, be those individuals who are carried as employees of the Company
or a Participating Subsidiary for regular payroll purposes or are on a leave of
absence for not more than 90 days. Any inquiries regarding eligibility to
participate in the Plan shall be directed to the Administrator, whose decision
will be final.

          (d)  Definition of Subsidiary. "Subsidiary" shall mean any corporation
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described in Section 424(e) or (f) of the Code. "Participating Subsidiary" shall
mean a subsidiary which has been designated by the Administrator as covered by
the Plan.

5.   Enrollment.
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          Any eligible employee may enroll or re-enroll in the Plan each year as
of the first trading day of (i) April 2000, (ii) November 2000, and (iii) each
May and November thereafter, or such other days as may be established by the
Board from time to time (the "Enrollment Dates"). In

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order to enroll, an eligible employee must complete and submit to the Company an
enrollment form. Any enrollment form received by the designee of the
Administrator by (a) the April 2000 Enrollment Date, (b) with respect to each
Enrollment Date thereafter, the 25th day of the month preceding such Enrollment
Date (or the Enrollment Date in the case of employees hired after such 25th
day), or (c) such other date established by the Administrator from time to time,
will be effective on that Enrollment Date. For purposes of the Plan, a "trading
day" is any day on which regular trading occurs on any established stock
exchange or market system on which the Common Stock is traded.

6.   Grant of Option on Enrollment.
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          (a)  Grant of Option. Enrollment or re-enrollment by a participant in
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the Plan on an Enrollment Date will constitute the grant by the Company to the
participant of an option to purchase shares of Common Stock from the Company
under the Plan. Any participant whose option expires and who has not withdrawn
from the Plan will automatically be re-enrolled in the Plan and granted a new
option on the Enrollment Date immediately following the date on which the option
expires. Furthermore, except as may otherwise be determined by the
Administrator, each participant who has not withdrawn from the Plan will
automatically be re-enrolled in the Plan and granted a new option on any
Enrollment Date on which the fair market value per share of the Company's Common
Stock is lower than the fair market value per share on the Enrollment Date for
such participant's existing option.

          (b)  Terms of Option. Each option granted under the Plan shall have
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the following terms:

                    (i)  each option granted under the Plan will have a term of
          not more than 12 months or such shorter option period as may be
          established by the Board from time to time, provided that the option
          period commencing with the April 2000 Enrollment Date shall have a 13
          month term; notwithstanding the foregoing, however, whether or not all
          shares have been purchased thereunder, the option will expire on the
          earlier to occur of (A) the completion of the purchase of shares on
          the last Purchase Date occurring within 12 months after the Enrollment
          Date for such option (or 13 months with respect to the April 2000
          Enrollment Date), or such shorter option period as may be established
          by the Board before an Enrollment Date for all options to be granted
          on such date or (B) the date on which the employee's participation in
          the Plan terminates for any reason;

                    (ii)  payment for shares purchased under the option will be
          made only through payroll withholding in accordance with Section 7;

                    (iii) purchase of shares upon exercise of the option will be
          effected only on the Purchase Dates established in accordance with
          Section 8;

                    (iv)  the price per share under the option will be
          determined as provided in Section 8;

                    (v)  the number of shares available for purchase under an
          option will, unless otherwise established by the Board before an
          Enrollment Date for all options to be

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          granted on such date, be determined by dividing $25,000 by the fair
          market value of a share of Common Stock on the Enrollment Date and by
          multiplying the result by the number of calendar years included in
          whole or in part in the period from grant to expiration of the option;

                    (vi)   the option (taken together with all other options
          then outstanding under this and all other similar stock purchase plans
          of the Company and any subsidiary of the Company, collectively
          "Options") will in no event give the participant the right to purchase
          shares at a rate per calendar year which accrues in excess of $25,000
          of fair market value of such shares, determined at the applicable
          Enrollment Date;

                    (vii)  the option will in no event give the right to
          purchase more than 500 shares on any Purchase Date; and

                    (viii) the option will in all respects be subject to the
          terms and conditions of the Plan, as interpreted by the Administrator,
          in its sole discretion, from time to time.

7.   Payroll and Tax Withholding; Use by Company.
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          (a)  Payroll Deductions. Each participant shall elect to have amounts
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withheld from his or her compensation paid by the Company during the option
period, at a rate equal to any whole percentage up to 15 percent, or such other
maximum percentage as the Board may establish from time to time before an
Enrollment Date. Compensation includes regular salary payments, bonuses,
overtime pay and any other compensation as may be determined from time to time
by the Administrator, but excludes all other payments including, without
limitation, long-term disability or workers compensation payments, car
allowances, employee referral bonuses, relocation payments, expense
reimbursements (including but not limited to travel, entertainment, and moving
expenses), salary gross-up payments, and non-cash recognition awards. The
participant shall designate a rate of withholding in his or her enrollment form
and may elect to increase or decrease the rate of contribution effective as of
any Enrollment Date, by delivery to the Company, not later than the 25th day of
the month preceding such Enrollment Date, of a written notice indicating the
revised withholding rate. The first payroll deduction will commence with the
first payment of compensation on or after the Enrollment Date.

          (b)  Use of Withholdings. Payroll withholdings shall be credited to an
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account maintained for purposes of the Plan on behalf of each participant, as
soon as administratively feasible after the withholding occurs.  The Company
shall be entitled to use the withholdings for any corporate purpose, shall have
no obligation to pay interest on withholdings to any participant, and shall not
be obligated to segregate withholdings.

          (c)  Tax Withholdings. The participant shall pay, or make provision
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adequate to the Company for payment of, all federal, state, and other tax (and
similar) withholdings that the Company determines, in its discretion, are
required due to the acquisition of shares under the Plan or the disposition of
such shares, including any such withholding that the Company determines in its
discretion is necessary to allow the Company to claim tax deductions or other
benefits in connection with the disposition.

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8.   Purchase of Shares.
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          (a)  Purchase Date. On the last trading day of each month immediately
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preceding a month containing an Enrollment Date, or on such other days as may be
established by the Board from time to time prior to an Enrollment Date for all
options to be granted on an Enrollment Date (each a "Purchase Date"), the
Company shall apply the funds then credited to each participant's payroll
withholdings account to the purchase of whole shares of Common Stock.

          (b)  Purchase Price. The cost to the participant for the shares
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purchased under any option shall be not less than 85 percent of the lower of:

               (i)  the fair market value of the Common Stock on the Enrollment
          Date for such option; or

               (ii) the fair market value of the Common Stock on that Purchase
          Date.

The "fair market value" of the Common Stock on a date shall be the closing price
of the Common Stock on the Nasdaq National Market (or, if determined by the
Administrator to be the primary market on which the Common Stock is traded, a
stock exchange or other market system on which the Common Stock is traded), or
the fair market value on such date as determined by the Administrator if no such
price is reported.

          (c)  Funds Remaining After Purchase. Any funds in an amount less than
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the cost of one share of Common Stock left in a participant's payroll
withholdings account on a Purchase Date shall be carried forward in such account
for application on the next Purchase Date.

          (d)  Insufficient Shares Available. If at any Purchase Date, the
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shares available under the Plan are less than the number all participants would
otherwise be entitled to purchase on such date, purchases shall be reduced
proportionately to eliminate the deficit. Any funds that cannot be applied to
the purchase of shares due to such a reduction shall be refunded to participants
as soon as administratively feasible, unless the Administrator, in its sole
discretion, determines that such excess funds shall be carried over to the next
Purchase Date under this Plan.

9.   Withdrawal from the Plan.
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          A participant may withdraw from the Plan in full (but not in part) at
any time, effective after written notice thereof is received by the Company. All
funds credited to a participant's payroll withholdings account shall be
distributed to him or her without interest within 60 days after notice of
withdrawal is received by the Company. Any eligible employee who has withdrawn
from the Plan may enroll in the Plan again on any subsequent Enrollment Date in
accordance with the provisions of Section 5.

10.  Termination of Employment.
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          Participation in the Plan terminates immediately when a participant
ceases to be employed by the Company for any reason whatsoever (including death
or disability) or otherwise becomes ineligible to participate in the Plan. As
soon as administratively feasible after termination, the Company shall pay to
the participant or his or her beneficiary or legal representative, all amounts
credited to the participant's payroll withholdings account; provided, however,
that if a participant ceases to be employed by the Company because of the
commencement of employment with a Subsidiary of the Company that is not a
Participating Subsidiary, funds then credited to such participant's payroll
withholdings account shall be applied to the purchase of whole shares of Common
Stock at the next Purchase Date, and any funds remaining after such purchase
shall be paid to the participant.

11.  Beneficiaries.
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          (a)  Designation of Beneficiary. Each participant may designate one or
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more beneficiaries in the event of death and may, in his or her sole discretion,
change such designation at any time. Any such designation shall be effective
upon receipt in written form by the Company and shall control over any
disposition by will or otherwise.

          (b)  Payment to Beneficiary. As soon as administratively feasible
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after the death of a participant, amounts credited to his or her account shall
be paid in cash to the designated beneficiaries or, in the absence of a
designation, to the executor, administrator, or other legal representative of
the participant's estate. Such payment shall relieve the Company of further
liability with respect to the Plan on account of the deceased participant. If
more than one beneficiary is designated, each beneficiary shall receive an equal
portion of the account unless the participant has given express contrary written
instructions.

12.  Assignment.
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          (a)  Assignment Prohibited. Except as provided in Section 11, the
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rights of a participant under the Plan shall not be assignable by such
participant, by operation of law or otherwise. No participant may create a lien
on any funds, securities, rights, or other property held by the Company for the
account of the participant under the Plan, except to the extent that there has
been a designation of beneficiaries in accordance with the Plan, and except to
the extent permitted by the laws of descent and distribution if beneficiaries
have not been designated.

          (b)  Rights Exercisable Only by Participant. A participant's right to
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purchase shares under the Plan shall be exercisable only during the
participant's lifetime and only by him or her, except that a participant may
direct the Company in the enrollment form to issue share certificates to the
participant and his or her spouse in community property, to the participant
jointly with one or more other persons with right of survivorship, or to certain
forms of trusts approved by the Administrator; provided, that such direction may
not be terminated, except at the beginning of a new enrollment period or
pursuant to a "qualified domestic relations order" as defined under the Code.

13.  Administrative Assistance.
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          If the Administrator in its discretion so elects, it may engage a
brokerage firm, bank, or other financial institution to assist in the purchase
of shares, delivery of reports, or other administrative aspects of the Plan. If
the Administrator so elects, each participant shall be deemed upon enrollment in
the Plan to have authorized the establishment of an account on his or her behalf
at such institution. Shares purchased by a participant under the Plan shall be
held in the account in the name in which the share certificate would otherwise
be issued.

14.  Costs.
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          All costs and expenses incurred in administering the Plan shall be
paid by the Company, except that any stamp duties or transfer taxes applicable
to participation in the Plan may be charged to the account of such participant
by the Company. Any brokerage fees for the purchase of shares by a participant
shall be paid by the Company, but brokerage fees for the resale of shares by a
participant shall be borne by the participant.

15.  Equal Rights and Privileges.
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          All eligible employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock purchase
plan" within the meaning of Section 423 of the Code and the related Treasury
Regulations. Any provision of the Plan which is inconsistent with Section 423 of
the Code shall without further act or amendment by the Company or the Board be
reformed to comply with the requirements of Section 423. This Section 15 shall
take precedence over all other provisions of the Plan.

16.  Applicable Law.
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     The Plan and options granted hereunder shall be governed by the substantive
laws (excluding the conflict of laws rules) of the State of Texas.

17.  Modification and Termination.
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          (a)  Modification and Termination of Plan. The Board may modify,
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amend, alter, or terminate the Plan at any time, including amendments to
outstanding options. No amendment to (i) increase the number of shares reserved
for purchase under the Plan or (ii) change the designation of the employees (or
class of employees) eligible for participation in the Plan, shall be effective
unless within 12 months after it is adopted by the Board, it is approved by the
stockholders of the Company.

          (b)  Termination of Options. In the event the Plan is terminated, the
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Board may elect to terminate all outstanding options either immediately or upon
completion of the purchase of shares on the next Purchase Date, or may elect to
permit options to expire in accordance with their terms (and participation to
continue through such expiration dates). If the options are terminated prior to
expiration, all funds contributed to the Plan that have not been used to
purchase shares shall be returned to the participants as soon as
administratively feasible.

          (c)  Asset Sale, Merger, etc. In the event of the sale of all or
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substantially all of the assets of the Company, or the merger or consolidation
of the Company with or into another

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corporation, or the dissolution or liquidation of the Company, the Board shall
provide for the assumption or substitution of each option under the Plan by the
successor or surviving corporation, or a parent or subsidiary thereof, unless
the Board decides to take such other action as it deems appropriate, including,
without limitation, providing for the termination of the Plan and providing for
a Purchase Date to occur on the trading day immediately preceding the date of
such termination.

18.  Rights as an Employee.
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          Nothing in the Plan shall be construed to give any person the right to
remain in the employ of the Company or any Subsidiary or to affect the Company's
or any Subsidiary's right to terminate the employment of any person at any time
with or without cause.

19.  Rights as a Shareholder; Delivery of Certificates.
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          Participants shall be treated as the owners of their shares effective
as of the Purchase Date. Certificates evidencing shares purchased on any
Purchase Date shall be delivered to participants as soon as administratively
feasible, unless the Administrator determines that the Company instead of
delivery of share certificates shall (i) deliver a certificate (or equivalent)
to a broker for crediting to the Participant's account, or (ii) make a notation
in the Participant's favor of non-certificated shares on the Company's stock
records.

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