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             EXHIBIT 10.5 - 1998 BUSINESS PARTNER STOCK OPTION PLAN



                             SALESLOGIX CORPORATION

                     1998 BUSINESS PARTNER STOCK OPTION PLAN

                           (AS AMENDED MARCH 19, 1999)


                               ARTICLE 1: PURPOSE

      1.1 General. The purpose of the SALESLOGIX CORPORATION 1998 BUSINESS
PARTNER STOCK OPTION 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 acting as consultants and advisers to the
Company, including its independent marketers and resellers of the Company's
products, 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 shareholders 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 12.

                        ARTICLE 2: EFFECTIVE DATE; TERM

      2.1 Effective Date. The effective date of the Plan is March 19, 1998 (the
"Effective Date"), which is the date as of which the Plan was approved by the
Board of Directors and stockholders of the Company.

      2.2 Term. This Plan shall terminate on the tenth (10th) anniversary of the
Effective Date, subject to Article 10.

                     ARTICLE 3: SHARES SUBJECT TO THE PLAN

      3.1 Number of Shares. The aggregate number of shares of Stock reserved and
available for Options shall initially be 225,000 shares (the "Shares") of Stock.

      3.2 Lapsed Options. To the extent that an Option terminates, expires or
lapses for any reason, any shares of Stock subject to the Option will again be
available for the grant of an Option 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 Options under the Plan, in each case to the fullest
extent permitted under the applicable rules and interpretations of the Exchange
Act.
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      3.4 Stock Distributed. Any Stock distributed pursuant to an Option 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. Options may be granted only to persons, including natural
persons, sole proprietorships, corporations, general partnerships, limited
partnerships and all other entities, acting as consultants and advisers to the
Company, including independent marketers or resellers of products of the Company
or a Subsidiary and persons engaged by such independent marketers or resellers
to provide consulting or advisory services to 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 that consists of two or more individuals, each of whom is a member of
the Board and neither of whom is an officer or employee of the Company. 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 number of Options to be granted and the number of
      shares of Stock subject to an Option;

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

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

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


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

            (g) Decide all other matters that must be determined in connection
      with an Option;

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

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

            (j) 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 Option, 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, provided that the exercise price
      may not be less than 85% of the Fair Market Value as of the date of the
      grant, and provided further that with respect to Options granted to a Ten
      Percent Owner, the exercise price may not be less than 110% of the Fair
      Market Value as of the date of grant.

            (b) Payment. Payment for Stock issued upon exercise of an Option
      shall be made in accordance with Article 7 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 such limitation
      is necessary or required under Rule 16b-3, or successor legislation, under
      the Exchange Act.

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


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

            (b) Except as otherwise provided in the Award Agreement or
      thereafter determined by the Board in writing, (i) if the contractual
      relationship between the Company and the Participant, or the entity
      engaging the Participant to provide consulting or advisory services to the
      Company, as the case may be, expires or is terminated due to any reason
      other than for Cause, the Participant's Options may only be exercised to
      the extent that such Options would have been exercisable on the
      Termination Date; provided, that such exercise is made within thirty days
      after the Termination Date; and (ii) if such contractual relationship is
      terminated for Cause, the Participant's Options shall automatically lapse
      and not be exercisable by the Participant, whether or not such Options
      were vested.

                    ARTICLE 7: PAYMENT FOR STOCK PURCHASES;
                        WITHHOLDING TAXES; RELOAD OPTIONS

      7.1 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) 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 to purchases upon exercise of an Option, and
      provided that a public market for the 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 any applicable
            withholding taxes), and whereby the NASD Dealer irrevocably commits
            upon receipt of such Stock to forward the exercise price and any
            such withholding taxes 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 any applicable withholding taxes), and
            whereby the NASD Dealer irrevocably commits upon receipt of such
            Stock to forward the exercise price and any such withholding taxes
            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.

      7.2 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.

      7.3 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
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
Options 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 Option is granted, require that any and all
applicable tax withholding requirements be satisfied by the withholding of
shares of Stock as set forth above.

      7.4 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 7.1 or 7.3, 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.


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                  ARTICLE 8: PROVISIONS APPLICABLE TO OPTIONS

      8.1 Stand-Alone, Tandem, and Substitute Options. Options 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 Option granted under the
Plan. Options granted in addition to or in tandem with other Options may be
granted either at the same time as or at a different time from the grant of such
other Options.

      8.2 Modification or Assumption of Options. Within the limitations of the
Plan, the Board may modify, extend or assume outstanding Options or may accept
the cancellation of outstanding Options (whether granted by the Company or by
another issuer) in return for the grant of new Options 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 Option shall, without the
consent of the Participant, alter or impair his or her rights or obligations
under such Option.

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

      8.4 Term of Option. The term of each Option shall be for the period as
determined by the Board, provided that in no event shall the term of any Option
exceed a period of ten years from the date of its grant.

      8.5 Form of Payment for Options. 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 Option may be made in
such forms as the Board determines at or after the time of grant, including
without limitation, cash, Stock, other Options, 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.

      8.6 Limits on Transfer. No right or interest of a Participant in any
Option 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. No Option shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
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.

      8.7 Repurchase Rights. At the discretion of the Board, the Company may
reserve to itself or its assignees in any Award Agreement (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 termination for any reason of the contractual relationship
between Company or its Subsidiary and the Participant, or the entity engaging
the Participant to


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provide consulting or advisory services to the Company or its Subsidiary, as the
case may be, at a reasonable price for such Stock as determined by the Board.

      8.8 Lock-up Agreement. In addition to any other restrictions on transfer,
a Participant shall not, without the prior written consent of the Board in its
discretion, offer or sell any Stock acquired pursuant to the Plan for at least
one hundred eighty (180) days after (a) the closing of the initial public
offering of securities of the Company registered under the Securities Act or (b)
in the event that subsequent to such initial public offering the Stock is not
listed and traded upon a recognized securities exchange or quoted on a
recognized national market system, the closing of each offering of securities of
the Company registered under the Securities Act subsequent to such initial
public offering through and including one hundred eighty (180) days after the
offering immediately after which the Stock is listed and traded upon such
exchange or system.

      8.9 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 9: CHANGES IN CAPITAL STRUCTURE

      9.1 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, 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 Options under Article 3,
(b) the limitations set forth in Article 3, (c) the number and kind of shares of
Stock covered by each outstanding Option or (d) the exercise price under each
outstanding Option in the nature of rights that may be exercised. Except as
provided in this Article 9, 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.

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

      9.3 Reorganizations. In the event that the Company is a party to a merger,
consolidation or other reorganization, outstanding Options 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 Options 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


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subsidiary of its own awards for such Options, (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 shall become fully exercisable upon the effectiveness of the
transactions contemplated by such agreement.

              ARTICLE 10: AMENDMENT, MODIFICATION, AND TERMINATION

      10.1 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 shareholders of the Company only to the extent required by
applicable laws, regulations and rules.

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

                         ARTICLE 11: GENERAL PROVISIONS

      11.1 No Rights to Options. No Participant shall have any claim to be
granted any Option under the Plan, and neither the Company nor the Board is
obligated to treat Participants uniformly.

      11.2 No Stockholder Rights. No Option gives the Participant any of the
rights of a shareholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Option.

      11.3 Relationship Between the Company and Participants. Nothing in the
Plan or any Award Agreement shall make any Participant an employee or agent of
the Company or any Subsidiary for any purpose whatsoever, nor confer upon any
Participant any authority to assume or create any obligation or responsibility,
expressed or implied, on behalf of or in the name of the Company or any
Subsidiary, nor extend or constitute a commitment to extend the terms and
conditions of any agreement between the Participant and the Company.

      11.4 Unfunded Status of Options. 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 Option, 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.

      11.5 Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits under any other benefit plan of
the Company or any Subsidiary.

      11.6 Expenses. The expense of administering the Plan shall be borne by the
Company and its Subsidiaries.


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      11.7 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.

      11.8 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.

      11.9 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 required by law and voidable
as deemed advisable by the Board.

      11.10 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.

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

      11.12 Nonexclusivity of the Plan. Neither the adoption of the Plan nor the
submission of the Plan to the shareholders 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.

      11.13 Financial Statements. Within a reasonable time after such financial
statements are available, at the end of each fiscal year the Company will
provide a copy of its balance sheet and income statement to any Participant who
was a shareholder as of such fiscal year end.

                            ARTICLE 12: DEFINITIONS

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

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


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

            (c) "Cause" means material breach by the Participant, or the entity
      engaging the Participant to provide consulting or advisory services to the
      Company or its Subsidiary, as the case may be, of its obligations under
      any contractual relationship with the Company, and such breach, if capable
      of remedy, has not been remedied at the expiration of thirty (30) days
      following delivery of written notice to the Participant from the Company
      indicating the steps required to be taken to remedy the failure.

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

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

            (f) "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 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.

            (g) "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 is not intended to be an incentive stock option meeting
      the requirements of Section 422 of the Code.

            (h) "Participant" means a person described in Section 4.1 who has
      been granted an Option under the Plan.

            (i) "Plan" means the SalesLogix Corporation 1998 Business Partner
      Stock Option Plan, as amended from time to time.

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

            (k) "Stock" means Class A Common Stock ($.001 par value) of the
      Company.

            (l) "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.


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            (m) "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 shareholders, partners, or
            beneficiaries.

            (n) "Termination Date" means the date on which the contractual
      relationship between the Company or its Subsidiary and a Participant, or
      the entity engaging the Participant to provide consulting or advisory
      services to the Company or its Subsidiary, as the case may be, expires or
      terminates for any reason or no reason.


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