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                    EXHIBIT 10.4 - 1996 EQUITY INCENTIVE PLAN



                             SALESLOGIX CORPORATION

                           1996 EQUITY INCENTIVE PLAN

               As amended and restated effective upon consummation
                    of the Company's initial public offering


                               ARTICLE 1: PURPOSE

      1.1 General. The purpose of the SalesLogix Corporation 1996 EQUITY
INCENTIVE PLAN (the "Plan") is to promote the interests of SalesLogix
Corporation (the "Company"), by enabling the Company to motivate, attract, and
retain the services of persons upon whose judgment, efforts, and contributions
the success of the Company's business depends. The plan is further intended to
align the personal interests of such persons with the interests of stockholders
of the Company through equity participation in the Company's growth and success.
Capitalized terms not otherwise defined in the text are defined in Article 16.

                        ARTICLE 2: EFFECTIVE DATE; TERM

      2.1 Effective Date. The effective date of the Plan is January 15, 1996
(the "Effective Date"), which is the date as of which the Plan was approved by
the Board of Directors and stockholders of the Company. This amendment and
restatement of the Plan was approved by the Board on March 19, 1999 and the
Company's stockholders as of April __, 1999 and shall be effective upon the
consummation of the Company's initial underwritten public offering of its Stock.

      2.2 Term. This Plan shall continue in effect until terminated in
accordance with Article 14, except that Incentive Stock Option Awards shall not
be granted after the tenth (10th) anniversary of the Effective Date.

                     ARTICLE 3: SHARES SUBJECT TO THE PLAN

      3.1 Number of Shares. The aggregate number of shares of Stock reserved and
available for Awards or which may be used to provide a basis of measurement or
valuation of an Award (such as an SAR or Performance Unit Award) shall be Four
Million Five Hundred Thousand (4,500,000) shares (the "Shares") of Stock, plus
an annual increase to be added on the first day of the Company's fiscal year
beginning in 2000 equal to the lesser of (i) 1,500,000 shares, (ii) 5% of the
adjusted average shares of outstanding Stock used to calculate fully diluted
earnings per share as reported in the Annual Report to stockholders for the
preceding year, or (iii) a lesser amount determined by the Board; provided,
however, that any shares from any increases in previous years that are not
actually issued shall be added to the aggregate number of Shares available for
issuance under the Plan; and provided further that the maximum number of
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Shares available for Incentive Stock Option Awards shall be Four Million Five
Hundred Thousand (4,500,000) shares.

      3.2 Lapsed Awards. To the extent that an Award terminates, expires or
lapses for any reason, any shares of Stock subject to the Award will again be
available for the grant of an Award under the Plan (other than shares of Stock
subject to an Incentive Stock Option Award), and shares subject to SARs or other
Awards settled in cash will be available for the grant of an Award under the
Plan, in each case to the full extent available pursuant to the applicable rules
and interpretations of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

      3.3 Payments in Stock. Any shares of Stock tendered to or withheld by the
Company in connection with payment for Stock purchased pursuant to the Plan or
withholding taxes thereon shall be added back to the aggregate number of shares
reserved and available for Awards under the Plan (other than shares of Stock
subject to an Incentive Stock Option Award), in each case to the fullest extent
permitted under the applicable rules and interpretations of the Exchange Act.

      3.4 Stock Distributed. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock,
or Stock purchased on the open market.

                             ARTICLE 4: ELIGIBILITY

      4.1 General. Awards may be granted only to an individual who is an
employee (including an employee who also is a director or officer), officer,
director, consultant, independent contractor, or adviser of the Company or a
Subsidiary, as determined by the Board.

                           ARTICLE 5: ADMINISTRATION

      5.1 Board. The Plan shall be administered by the Board or a Committee
appointed by the Board to administer the Plan at any time or from time to time.
If the Company has a class of equity securities registered under Section 12 of
the Exchange Act, the Plan shall be administered by the Board or a Committee of
the Board in accordance with Rule 16b-3, or successor legislation, under the
Exchange Act. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause), appoint new members in substitution therefor, and fill
vacancies however caused.

      5.2 Authority of Board. The Board has the exclusive power, authority, and
discretion to:

            (a) Designate Participants;

            (b) Determine the type or types of Awards to be granted to each
Participant;

            (c) Determine the number of Awards to be granted and the number of
shares of Stock subject to an Award;



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            (d) Prescribe the form of each Award Agreement, which need not be
identical for each Participant;

            (e) Determine the terms and conditions of any Award granted under
the Plan, including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule for
lapse of forfeiture restrictions or restrictions on the exercisability of an
Award and accelerations or waivers thereof, and any modification or amendment of
any Award previously granted, based in each case on such considerations as the
Board in its sole discretion determines;

            (f) Determine whether, to what extent, and under what circumstances
an Award may be settled in, or the exercise price of an Award may be paid in,
cash, Stock, other Awards, or other property, or an Award may be canceled,
forfeited, or surrendered;

            (g) Determine whether, to what extent, and under what circumstances
cash, Stock, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the holder thereof or of the Board;

            (h) Decide all other matters that must be determined in connection
with an Award;

            (i) Establish, adopt, or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan;

            (j) Interpret the Plan, any Award, and any Award Agreement in its
discretion; and

            (k) Make all other decisions and determinations that may be required
under the Plan or as the Board deems necessary or advisable to administer the
Plan.

      5.3 Decisions Binding. All decisions, interpretations, and determinations
by the Board with respect to the Plan, any Award, and any Award Agreement are
final, binding, and conclusive on all parties.

                            ARTICLE 6: STOCK OPTIONS

      6.1 General. The Board is authorized to grant Options to Participants on
the following terms and conditions:

            (a) Exercise Price. The exercise price per share of Stock under an
Option shall be determined by the Board.

            (b) Payment. Payment for Stock issued upon exercise of an Option
shall be made in accordance with Article 11 of the Plan.

            (c) Time and Conditions of Exercise. The Board shall determine the
time or times at which an Option may be exercised in whole or in part, provided
that no Option may be exercisable prior to six months following the date of the
grant of such Option if and to the extent



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such limitation is necessary or required under Rule 16b-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.

            (d) Evidence of Option. All Options shall be evidenced by a written
Award Agreement between the Company and the Participant. The Award Agreement
shall include such provisions as may be specified by the Board.

      6.2 Incentive Stock Options. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

            (a) Employees Only. Incentive Stock Options may only be granted to
employees (including officers and directors who are also employees) of the
Company or a Subsidiary.

            (b) Exercise Price. The exercise price per share of Stock shall be
set by the Board, provided that the exercise price for any Incentive Stock
Option may not be less than the Fair Market Value as of the date of the grant.

            (c) Exercise. In no event may any Incentive Stock Option be
exercisable for more than ten years from the date of its grant.

            (d) Individual Dollar Limitation. The aggregate Fair Market Value
(determined as of the time an Award is made) of all shares of Stock with respect
to which Incentive Stock Options are first exercisable by a Participant in any
calendar year may not exceed $100,000.00.

            (e) Ten Percent Owners. An Incentive Stock Option may be granted to
a Ten Percent Owner, provided that at the time such option is granted the
exercise price per share of Stock shall not be less than 110% of the Fair Market
Value and such option by its terms is not exercisable after the expiration of
five (5) years from the date of its grant.

            (f) Expiration of Incentive Stock Options. No Award of an Incentive
Stock Option may be made pursuant to this Plan after the expiration of ten (10)
years from the Effective Date.

            (g) Right to Exercise. During a Participant's lifetime, an Incentive
Stock Option may be exercised only by the Participant.

            (h) Tax-Qualified ISOP Options. All provisions of the Plan relating
to Incentive Stock Options shall be administered and interpreted in accordance,
and so as to comply, with the provisions of Section 422 of the Code.

      6.3 Termination of Participant. Notwithstanding the exercise periods set
forth in any Award Agreement, Options shall be subject to the following:

            (a) An Option shall lapse ten years after it is granted, unless an
earlier time is set in the Award Agreement.



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            (b) If a Participant's employment is terminated due to (i)
Disability, (ii) Retirement, or (iii) for any other reason other than for Cause,
such Participant may exercise his or her Incentive Stock Options only to the
extent that such Incentive Stock Options would have been exercisable on the
Termination Date; provided, that such exercise is made prior to the earlier of
(i) the expiration of three (3) months (six (6) months in the case of
Disability) after the Termination Date or (ii) the expiration date of the Option
set forth in the Award Agreement. If a Participant's employment is terminated
due to Cause, the Participant's Incentive Stock Options shall automatically
lapse and not be exercisable by the Participant, whether or not such Options
were vested.

            (c) If a Participant's employment, contractual or other relationship
with the Company is terminated due to (i) Disability, (ii) Retirement, or (iii)
for any other reason other than for Cause, such Participant may exercise his or
her Non-Qualified Stock Options, only to the extent that such Options would have
been exercisable on the Termination Date; provided, that such exercise is made
within six months after the Termination Date, or such other time period as set
forth in the Award Agreement. If a Participant's employment, contractual or
other relationship is terminated due to Cause, the Participant's Non-Qualified
Stock Options shall automatically lapse and not be exercisable by the
Participant, whether or not such Options were vested.

            (d) If a Participant dies before his or her Options lapse pursuant
to this Section, then the Participant's Options may be exercised, only to the
extent that such Options would have been exercisable on the date of the
Participant's death; provided that such exercise is made prior to the earlier of
(i) the first anniversary of such Participant's death or (ii) the expiration
date of the Option set forth in the Award Agreement. Upon the Participant's
death, any exercisable Options may be exercised by the Participant's legal
representative or representatives.

                      ARTICLE 7: STOCK APPRECIATION RIGHTS

      7.1 Grant of SARs. The Board is authorized to grant SARs to Participants
on the following terms and conditions:

            (a) Right to Payment. Upon the exercise of a Stock Appreciation
Right, the Participant to whom it is granted has the right to receive the
excess, if any, of:

                  (1) The Fair Market Value of one share of Stock on the date of
            exercise; over

                  (2) The grant price of the SAR as determined by the Board,
            which shall not be less than the Fair Market Value of one share of
            Stock on the date of grant in the case of any SAR.

            (b) Other Terms. All awards of Stock Appreciation Rights shall be
evidenced by an Award Agreement. The terms, methods of exercise, methods of
settlement, form of consideration payable in settlement, and any other terms and
conditions of any Stock Appreciation Right shall be determined by the Board at
the time of the grant of the Award and shall be reflected in the Award
Agreement.



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                          ARTICLE 8: PERFORMANCE UNITS

      8.1 Grant of Performance Units. The Board is authorized to grant
Performance Units to Participants on such terms and conditions as may be
selected by the Board. The Board shall have the complete discretion to determine
the number of Performance Units granted to each Participant. All Awards of
Performance Units shall be evidenced by an Award Agreement.

      8.2 Right Under Performance Units. A grant of Performance Units gives the
Participant rights, valued as determined by the Board, and payable to, or
exercisable by, the Participant to whom the Performance Units are granted, in
whole or in part, as the Board shall establish at grant or thereafter. The Board
shall set performance goals and other terms or conditions to payment of the
Performance Units in its discretion which, depending on the extent to which they
are met, will determine the amount and value of cash, Stock, Awards, and/or
other property that will be paid to the Participant.

      8.3 Other Terms. Performance Units may be payable in cash, Stock, or other
Awards or property, or any combination thereof, and have such other terms and
conditions as determined by the Board and reflected in the Award Agreement.

                       ARTICLE 9: RESTRICTED STOCK AWARDS

      9.1 Restricted Stock Awards. The Board is authorized to make Awards of
Restricted Stock to Participants either in the form of a grant of Stock or an
offer to sell Stock to a Participant, in such amounts and subject to such terms,
conditions and restrictions as may be selected by the Board. All Awards of
Restricted Stock shall be evidenced by an Award Agreement.

      9.2 Issuance and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions, including without
limitation "vesting" or forfeiture restrictions, as the Board may impose. These
restrictions may lapse separately or in combination at such times, under such
circumstances, in such installments, or otherwise, as the Board determines at
the time of the grant of the Award or thereafter.

      9.3 Forfeiture. Except as otherwise determined by the Board at the time of
the grant of the Award or thereafter, upon termination of employment during the
applicable restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited and reacquired by the Company; provided,
however, that the Board may provide in any Award Agreement that restrictions or
forfeiture conditions relating to Restricted Stock will be waived in whole or in
part in specified circumstances, and the Board may in other cases waive in whole
or in part restrictions or forfeiture conditions relating to Restricted Stock.

      9.4 Payment and Certificates for Restricted Stock. If a Restricted Stock
Award provides for the purchase of Stock by a Participant, payment shall be made
pursuant to Article 11 of the Plan. Restricted Stock granted under the Plan may
be evidenced in such manner as the Board shall determine. To the extent that an
Award is granted in the form of newly issued Restricted Stock, the Award
recipient, as a condition to the grant of such an Award, shall be required to
pay to the Company in cash, cash equivalents or other legal consideration an
amount equal to the par value of such Restricted Stock. To the extent that an
Award is granted in the


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form of Restricted Stock from the Company's treasury, no such cash consideration
shall be required of the Award recipients. If certificates representing shares
of Restricted Stock are registered in the name of the Participant, certificates
must bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Restricted Stock, and the Company shall retain
physical possession of the certificate until such time as all applicable
restrictions lapse.

                       ARTICLE 10: STOCK-REFERENCE AWARDS

      10.1 Grant of Stock-Reference Awards. The Board is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that are payable in, valued in whole or in part by reference to, or otherwise
based on or related to shares of Stock, as deemed by the Board to be consistent
with the purposes of the Plan, including without limitation shares of Stock
awarded purely as a "bonus" and not subject to any restrictions or conditions,
other rights convertible or exchangeable into shares of Stock, and awards valued
by reference to book value of shares of Stock or the value of securities of or
the performance of specified divisions or Subsidiaries of the Company. The Board
shall determine the terms and conditions of such Awards.

                    ARTICLE 11: PAYMENT FOR STOCK PURCHASES;
                        WITHHOLDING TAXES; RELOAD OPTIONS

      11.1 Payment. Payment for Stock purchased pursuant to the Plan may be made
in cash (by check) or, where expressly approved for the Participant by the Board
in an Award Agreement or otherwise in writing and where permitted by law:

            (a) by cancellation of indebtedness of the Company to the
Participant;

            (b) by surrender of (or attestation to the ownership of) Stock
valued at Fair Market Value on the date new Stock is purchased under the Plan;
provided, however, that such surrender or attestation shall not be permitted if
such action would cause the Company to recognize compensation expense (or
additional compensation expense) with respect to the Award for financial
reporting purposes;

            (c) by waiver of compensation due or accrued to Participant for
services rendered;

            (d) by tender of property acceptable to the Board;

            (e) with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company's stock then exists:

                  (1) through a "same day sale" commitment from Participant and
            a broker-dealer that is a member of the National Association of
            Securities Dealers (a "NASD Dealer") whereby Participant irrevocably
            elects to exercise the Option and to sell a portion of the Stock so
            purchased to pay for the exercise price, and whereby the NASD Dealer
            irrevocably commits upon receipt of such Stock to forward the
            exercise price directly to the Company;


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                  (2) through a "margin" commitment from Participant and a NASD
            Dealer whereby Participant irrevocably elects to exercise the Option
            and to pledge the Stock so purchased to the NASD Dealer in a margin
            account as security for a loan from the NASD Dealer in the amount of
            the exercise price, and whereby the NASD Dealer irrevocably commits
            upon receipt of such Stock to forward the exercise price directly to
            the Company; or

                  (3) through any other "cashless exercise" procedure approved
            by the Board; or

            (f) by any combination of the foregoing, or any other method of
payment acceptable to the Board in its sole discretion.

      11.2 Loan Guarantees. The Board may, in its discretion, help the
Participant pay for Shares purchased under the Plan by authorizing a guarantee
by the Company of a third-party loan to the Participant.

      11.3 Tax Withholding. The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any taxable event arising as a result of this Plan. Whenever,
under the Plan, payments in satisfaction of Awards are to be made in cash, such
payment shall be net of an amount sufficient to satisfy federal, state, and
local withholding tax requirements. With respect to withholding required upon
any taxable event relating to the issuance of Stock under the Plan, Participants
may elect (the "Election"), on or prior to the date of such taxable event, to
satisfy the withholding requirement, in whole or in part, by having the Company
or any Subsidiary withhold shares of Stock having a Fair Market Value on the
date of withholding equal to the amount to be withheld for tax purposes. The
Board may disapprove any Election or may suspend or terminate the right to make
Elections. An Election is irrevocable. The Board may, at the time any Award is
granted, require that any and all applicable tax withholding requirements be
satisfied by the withholding of shares of Stock as set forth above.

      11.4 Reload Options. Award Agreements may contain a provision pursuant to
which a Participant who pays all or a portion of the exercise price of an Option
or the tax required to be withheld pursuant to an exercise of an Option by
surrendering shares of Stock pursuant to Sections 11.1 or 11.3, respectively,
shall be automatically granted an Option for the purchase of Stock equal to the
number of shares surrendered (a "Reload Option"). The grant of the Reload Option
shall be effective on the date the Participant surrenders the shares of Stock in
respect of which the Reload Option is granted (the "Reload Date"). The Reload
Option shall have an exercise price equal to the Fair Market Value of the Stock
on the Reload Date, and shall have a term which is no longer, and which shall
lapse no later, than the original term of the underlying option. If stock
otherwise available under an Incentive Stock Option is withheld pursuant to
Section 11.3, any Reload Option granted in connection with the withholding shall
be treated as a new Incentive Stock Option, subject to the rules set forth in
Section 6.2.



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                  ARTICLE 12: PROVISIONS APPLICABLE TO AWARDS

      12.1 Stand-Alone, Tandem, and Substitute Awards. Awards granted under the
Plan may, in the discretion of the Board, be granted either alone or in addition
to, in tandem with, or in substitution for, any other Award granted under the
Plan. Awards granted in addition to or in tandem with other Awards may be
granted either at the same time as or at a different time from the grant of such
other Awards.

      12.2 Modification or Assumption of Awards. Within the limitations of the
Plan, the Board may modify, extend or assume outstanding Awards or may accept
the cancellation of outstanding Awards (whether granted by the Company or by
another issuer) in return for the grant of new Awards for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Award shall, without the
consent of the Participant, alter or impair his or her rights or obligations
under such Award.

      12.3 Exchange Provisions. The Board may at any time offer to exchange or
buy out any previously granted Award for a payment in cash, Stock, or another
Award, based on the terms and conditions the Board determines and communicates
to the Participant at the time the offer is made.

      12.4 Term of Award. The term of each Award shall be for the period as
determined by the Board, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right exceed a period of ten
years from the date of its grant.

      12.5 Form of Payment for Awards. Subject to the terms of the Plan and any
applicable law or Award Agreement, payments or transfers to be made by the
Company or a Subsidiary on the grant or exercise of an Award may be made in such
forms as the Board determines at or after the time of grant, including without
limitation, cash, Stock, other Awards, or other property, or any combination,
and may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case determined in accordance with rules adopted by, and
at the discretion of, the Board.

      12.6 Limits on Transfer. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided below, no Award shall be
assignable or transferable by a Participant other than by will or the laws of
descent and distribution or, except in the case of an Incentive Stock Option,
pursuant to a "domestic relations order" as defined in the Code or Title I of
the Employee Retirement Income Security Act, or the rules thereunder. In the
Award Agreement for any Award other than an Award that includes an Incentive
Stock Option, the Board may allow a Participant to assign or otherwise transfer
all or a portion of the rights represented by the Award to specified individuals
or classes of individuals, or to a trust or other entity benefiting such
individuals or classes of individuals, subject to such restrictions,
limitations, or conditions as the Board deems appropriate. At the discretion of
the Board, the Company may reserve to itself or its assignees in any Award (a) a
right of first refusal to purchase any Stock which a Participant may propose to
transfer to a third party and/or (b) a right to repurchase any and all Stock
held by a Participant upon the Participant's termination of



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employment or other relationship with the Company or its Parent or Subsidiary
for any reason, including Death or Disability, at a price for such Stock as
determined by the Board.

      12.7 Market Standoff. In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, a Participant shall not sell, make any
short sale of, loan, hypothecate, pledge, grant any option for the purchase of,
or otherwise dispose or transfer for value or otherwise agree to engage in any
of the foregoing transactions with respect to, any Stock issued pursuant to an
Award granted under the Plan without the prior written consent of the Company or
its underwriters. Such limitations shall be in effect for such period of time as
may be requested by the Company or such underwriters and agreed to by the
Company's officers and directors with respect to their shares; provided,
however, that in no event shall such period exceed 180 days. The limitations of
this subsection shall in all events terminate two years after the effective date
of the Company's initial public offering. Holders of Stock issued pursuant to an
Award granted under the Plan shall be subject to the market standoff provisions
of this subsection only if the officers and directors of the Company are also
subject to similar arrangements.

            In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
Company's outstanding Stock effected as a class without the Company's receipt of
consideration, then any new, substituted or additional securities distributed
with respect to the purchased Stock shall be immediately subject to the
provisions of this subsection, to the same extent the purchased Stock is at such
time covered by such provisions.

            In order to enforce the limitations of this subsection, the Company
may impose stop-transfer instructions with respect to the purchased Stock until
the end of the applicable standoff period.

      12.8 Stock Certificates. All Stock certificates delivered under the Plan
are subject to any stop-transfer orders and other restrictions as the Board
deems necessary or advisable to comply with federal or state securities laws,
rules, and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Board may place legends on any Stock certificate to reference restrictions
applicable to the Stock.

                    ARTICLE 13: CHANGES IN CAPITAL STRUCTURE

      13.1 General; Adjustments. In the event of a subdivision of the
outstanding Stock, a declaration of a dividend payable in Stock, a declaration
of a dividend payable in a form other than Stock in an amount that has a
material effect on the price of the Stock, a combination or consolidation of the
outstanding Stock (by classification or otherwise) into a lesser number of
shares of Stock, a recapitalization, a spin-off or a similar occurrence, or the
assumption and conversion of outstanding grants of a company acquired by the
Company or its Subsidiary, the Board shall make such adjustments as it, in its
sole discretion, deems appropriate in one or more of (a) the number of shares of
Stock available for future Awards under Article 3, (b) the limitations set forth
in Article 3, (c) the number and kind of shares of Stock covered by each
outstanding Award or (d) the exercise price under each outstanding Option and
other Award in



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the nature of rights that may be exercised. Except as provided in this Article
13, a Participant shall have no rights by reason of any issue by the Company of
stock of any class or securities convertible into stock of any class, any
subdivision or consolidation of shares of stock of any class, the payment of any
stock dividend or any other increase or decrease in the number of shares of
stock of any class.

      13.2 Dissolution or Liquidation. To the extent not previously exercised,
Awards shall terminate immediately prior to the dissolution or liquidation of
the Company.

      13.3 Reorganizations. In the event that the Company is a party to a
merger, consolidation or other reorganization, outstanding Awards shall be
subject to the agreement of merger, consolidation or reorganization. The Board
may cause such agreement to provide, without limitation, (a) for the
continuation of outstanding Awards by the Company (if the Company is a surviving
corporation), (b) for their assumption by the surviving corporation or its
parent or subsidiary, (c) for the substitution by the surviving corporation or
its parent or subsidiary of its own awards for such Awards, (d) for accelerated
vesting, accelerated expiration and/or lapse of restrictions, or (e) for
settlement in cash or cash equivalents. If the Board does not cause such
agreement to provide for one of the alternatives in (a), (b), (c), (d) or (e)
above, then all outstanding Options and other Awards in the nature of rights
that may be exercised shall become fully exercisable and all restrictions on
other Awards shall lapse, upon the effectiveness of the transactions
contemplated by such agreement.

              ARTICLE 14: AMENDMENT, MODIFICATION, AND TERMINATION

      14.1 Amendment, Modification, and Termination. With the approval of the
Board, at any time and from time to time, the Board may terminate, amend, or
modify the Plan. An amendment or modification of the Plan shall be subject to
the approval of the stockholders of the Company only to the extent required by
applicable laws, regulations and rules.

      14.2 Awards Previously Granted. No termination, amendment, or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant.

                         ARTICLE 15: GENERAL PROVISIONS

      15.1 No Rights to Awards. No Participant or employee shall have any claim
to be granted any Award under the Plan, and neither the Company nor the Board is
obligated to treat Participants and employees uniformly.

      15.2 No Stockholders Rights. No Award gives the Participant any of the
rights of a stockholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Award.

      15.3 No Right to Employment. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment or other relationship with
the Company at any time, nor confer upon any Participant any right to continue
in the employment or any other relationship of the Company or any Subsidiary.



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      15.4 Unfunded Status of Awards. The Plan is intended to be an "unfunded"
plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary.

      15.5 Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the
Company or any Subsidiary.

      15.6 Expenses. The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.

      15.7 Titles and Headings. The titles and headings of the Articles and
Sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings, shall
control.

      15.8 Fractional Shares. No fractional shares of stock shall be issued and
the Board shall determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding up.

      15.9 Securities Law Compliance. With respect to any person who is, on the
relevant date, obligated to file reports under Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Section 16 or its successors under the Exchange Act. To the extent
any provision of the Plan or any Award Agreement or any action by the Board
fails to so comply, it shall be void to the extent permitted by law and voidable
as deemed advisable by the Board.

      15.10 Government and Other Regulations. The obligation of the Company to
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register under the
Securities Act, any of the shares of Stock paid under the Plan. If the shares of
Stock paid under the Plan may in certain circumstances be exempt from
registration under the Securities Act, the Company may restrict the transfer of
such shares in such manner as it deems advisable to ensure the availability of
any such exemption. As a condition to the exercise of an Option or any other
receipt of Stock pursuant to an Award under the Plan, the Company may require
the Participant to represent and warrant at the time of any such exercise or
receipt that such Stock is being purchased or received only for the
Participant's own account and without any present intention to sell or
distribute such Stock if, in the opinion of counsel for the Company, such a
representation is required by any relevant provision of the aforementioned laws.
At the option of the company, a stop-transfer order against any such Stock may
be placed on the official stock books and records of the Company, and a legend
indicating that such Stock may not be pledged, sold or otherwise transferred,
unless an opinion of counsel is provided (concurred in by counsel for the
Company) standing that such transfer is not in violation of any applicable law
or regulation, may be stamped on stock certificates to ensure exemption from
registration. The Board may also require such other action or agreement by the



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Participant as may from time to time be necessary to comply with federal and
state securities laws.

      15.11 Governing Law. The Plan and all Award Agreements shall be construed
in accordance with and governed by the laws of the State of Arizona.

      15.12 Nonexclusivity of the Plan. Neither the adoption of the Plan nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations upon the right and authority of the Board
to adopt such other incentive compensation arrangements (which arrangements may
be applicable either generally to a class or classes of individuals or
specifically to a particular individual or individuals) as the Board in its
discretion determines desirable, including, without limitation, the granting of
stock options or other rights otherwise than under the Plan.

                            ARTICLE 16: DEFINITIONS

      16.1 Definitions. The following words and phrases shall have the following
meanings for purposes of this Plan:

            (a) "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Unit, Stock-Reference Award or any other right or
interest relating to Stock, cash or property, granted to a Participant under the
Plan.

            (b) "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.

            (c) "Board" means the Board of Directors of the Company or, if the
context so requires, a Committee thereof appointed pursuant to Article 5.

            (d) "Cause" means (i) conviction of any crime involving fraud or
gross misconduct, (ii) noncompliance with reasonable directives of the Board or
its designees, (iii) violation of Company rules, policies or procedures or of
the Plan or any applicable Award Agreement.

            (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

            (f) "Committee" means the committee of the Board described in
Article 5.

            (g) "Disability" means the following: A Participant shall be
disabled if he or she is unable to perform the duties of his customary position
of employment by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which can be expected to
last for a continuous period of not less than 12 months. The Board may require
such medical or other evidence as it deems necessary to judge the nature and
permanency of the Participant's condition.

            (h) "Fair Market Value" means with respect to Stock or any other
property, the fair market value of such Stock or other property determined by
the Board in good faith using



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such methods or procedures as may be established from time to time by the Board.
Unless otherwise determined by the Board, the Fair Market Value of Stock as of
any date shall be the mean between the bid and asked quotations for the Stock on
that date as reported by the National Association of Securities Dealers
Automated Quotation System (NASDAQ) or, if there are no bid or asked quotations
on such date, the mean between the bid and asked quotations on the next
preceding date for which quotations are available. If the Stock is subsequently
listed and traded upon a recognized securities exchange or shall be quoted on a
recognized national market system, the Fair Market Value shall be the closing
price on such date or, if no closing price is so reported for that date, the
closing price on the next preceding date for which a closing price was reported.

            (i) "Incentive Stock Option" means an Option that is intended to
meet the requirements of Section 422 of the Code or any successor provision
thereto.

            (j) "Non-Qualified Stock Option" means an Option that is not
intended to be an Incentive Stock Option.

            (k) "Option" means a right granted to a Participant under Article 6
of the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Non-Qualified
Stock Option.

            (l) "Participant" means a person who, as an officer, employee,
consultant, independent contractor, or adviser of the Company or any Subsidiary,
has been granted an Award under the Plan.

            (m) "Performance Unit" means a right granted to a Participant under
Article 8 to receive cash, Stock, or other Awards.

            (n) "Plan" means the SalesLogix Corporation 1996 Equity Incentive
Plan, as amended from time to time.

            (o) "Restricted Stock Award" means Stock granted to a Participant or
offered for sale to a Participant under Article 9.

            (p) "Retirement" means a Participant's termination of employment
with the Company after attaining any normal or early retirement age specified in
any pension, profit sharing, or other retirement program sponsored by the
Company, if any.

            (q) "Securities Act" means the Securities Act of 1933, as amended.

            (r) "Stock" means Common Stock ($.001 par value) of the Company and
such other securities of the Company that may be substituted for Stock pursuant
to Article 13.

            (s) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Article 7 to receive a payment equal to the difference between
the Fair Market Value of a share of Stock as of the date of exercise of the SAR
over the grant price of the SAR, all as determined pursuant to Article 7.



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            (t) "Stock-Reference Award" means a right, granted to a Participant
under Article 10.

            (u) "Subsidiary" means any corporation of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.

            (v) "Ten Percent Owner" means any individual who, at the date of
grant of an Incentive Stock Option, owns stock possessing more than ten percent
of the total combined voting power of all classes of Stock of the Company or a
Subsidiary. For purposes of determining such percentage, the following rules
shall apply:

                  (1) The individual with respect to whom such percentage is
            being determined shall be considered as owning the Stock owned,
            directly or indirectly, by or for his brothers and sisters (whether
            by the whole or half blood), spouse, ancestors, and lineal
            descendants; and

                  (2) Stock owned, directly or indirectly, by or for a
            corporation, partnership, estate, or trust, shall be considered as
            being owned proportionately by or for its stockholders, partners, or
            beneficiaries.

            (w) "Termination Date" means the date on which the employment (or
other service or relationship in the case of a Participant who is not an
employee of the Company) of a Participant terminates for any reason or no
reason.


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