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                                  VIASOFT, INC.

                           1997 EQUITY INCENTIVE PLAN

                             (AMENDED AND RESTATED)

                                JANUARY 21, 1998

                                   EXHIBIT 4.1
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                                  VIASOFT, INC.

                           1997 EQUITY INCENTIVE PLAN

                     (AMENDED AND RESTATED JANUARY 21, 1998)

ARTICLE 1: PURPOSE.

         1.1 General. The purpose of the Viasoft, Inc. 1997 Equity Incentive
Plan (the "Plan") is to promote the interests of Viasoft, Inc. (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 15.

ARTICLE 2: EFFECTIVE DATE; TERM.

         2.1 Effective Date. The Plan shall become effective at the date and
time of its approval by the stockholders of the Company (the "Effective Date").
The Plan shall be submitted to the stockholders of the Company for their
approval at the 1997 Annual Meeting of the Company.

         2.2 Term. This Plan shall terminate on the tenth (10th) anniversary of
the Effective Date, subject to Article 12.

ARTICLE 3: SHARES SUBJECT TO THE PLAN.

         3.1 Number of Shares. The maximum number of shares of Stock reserved
and available for delivery pursuant to Awards or which may be used to provide a
basis of measurement or valuation of an Award shall be equal to the sum of (a)
850,000 shares, plus (b) any shares of Stock available for future awards under
the Predecessor Plan as of the Effective Date, plus (c) the additional shares of
Stock described below in this Article 3. No additional grants shall be made
under the Predecessor Plan after the Effective Date. The limitations of this
Article 3 shall be subject to adjustment as provided in Section 11.1.

         3.2 Lapsed Awards. To the extent that an Award under the Plan or the
Predecessor Plan is forfeited, 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. To the extent any shares of Stock covered by an Award are
not delivered to a Participant or beneficiary because the Award is forfeited,
terminates, expires or lapses for any reason, or the shares of Stock are not
delivered because the Award is settled in cash, such shares shall not be deemed
to have been delivered for purposes of determining the maximum number of shares
of Stock available for delivery under the Plan.
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         3.3 Payments in Stock. Any shares of Stock tendered (by delivery or
attestation) to the Company in connection with payment for Stock purchased
pursuant to the Plan or any Predecessor Plan or payment of withholding taxes
with respect to any Award shall be added back to the aggregate number of shares
reserved and available for Awards under the Plan and only the number of shares
of Stock issued net of the number of shares tendered shall be deemed delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.

         3.4 Limitations. Subject to adjustment as provided in Section 11.1, the
following additional limitations apply under the Plan:

                  (a) The maximum number of shares of Stock that may be
         delivered pursuant to Awards of Incentive Stock Options shall be
         850,000 shares.

                  (b) The maximum number of shares of Stock that may be subject
         to Awards of Options or Restricted Stock granted to any one Participant
         in a single fiscal year of the Company shall be 250,000 shares;
         provided, that the maximum number of shares of Stock that may be
         subject to Awards of Options or Restricted Stock granted to a
         Participant during the fiscal year of the Company during which his or
         her service first commences shall be 500,000 shares.

                  (c) The maximum payment that can be made for Awards granted to
         any one individual pursuant to Section 8 (Stock-Reference Awards) shall
         be $500,000 for any single or combined performance goal established for
         any annual performance. If an Award granted under Section 8 is, at the
         time of grant, denominated in shares, the value of the shares of Stock
         for determining this maximum individual payment amount will be the Fair
         Market Value of the share of Stock on the first day of the applicable
         performance period.

         3.5 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
officer, director or other employee (including employees who also are directors
or officers), consultant, independent contractor, or adviser of the Company or a
Subsidiary, and to other individuals the Company or a Subsidiary proposes to
engage in one of the foregoing capacities, as determined by the Committee.

ARTICLE 5: ADMINISTRATION.

         5.1 Committee. The Plan shall be administered by a Committee of the
Board that is appointed by, and shall serve at the discretion of, the Board. The
Committee shall consist of


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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.

         5.2 Authority of Committee. The Committee 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;

                  (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,
         any performance criteria, and any modification or amendment of any
         Award previously granted, based in each case on such considerations as
         the Committee 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) Decide all other matters that must be determined in
         connection with an Award;

                  (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 Award, 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 Committee deems necessary or
         advisable to administer the Plan.

         5.3 Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange or Nasdaq, the
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate


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all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.

         5.4 Decisions Binding. All decisions, interpretations, and
determinations by the Committee 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 Committee 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 Committee, provided that
         such exercise price shall not be less than eight-five percent (85%) of
         the Fair Market Value as of the date of grant in the case of a
         Non-Qualified Option and one hundred percent (100%) of such Fair Market
         Value in the case of an Incentive Stock Option.

                  (b) Payment. Payment for Stock issued upon exercise of an
         Option shall be made in accordance with Article 9 of the Plan.

                  (c) Time and Conditions of Exercise. The Committee 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. The
         Committee also shall determine the expiration date of each Option and
         the performance or other conditions, if any, that must be satisfied
         before all or part of an Option may be exercised. The Committee may
         provide in any Award Agreement with respect to an Option for expiration
         prior to its expiration date, or for accelerated exercisability, in the
         event of the Participant's death, disability, retirement, termination
         of service, or other events.

                  (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 Committee. The Award Agreement shall specify whether the Option is
         an Incentive Stock Option or a Non-Qualified Option.

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

                  (a) Exercise Price. The exercise price per share of Stock
         shall be set by the Committee, 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.


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

                  (c) 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. Any Options granted that exceed this threshold shall be
         automatically deemed Non-Qualified Options.

                  (d) 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.

                  (e) 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.

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

                  (g) Employees Only. Only common law employees of the Company
         or a Subsidiary are eligible to receive Incentive Stock Options.

ARTICLE 7: RESTRICTED STOCK AWARDS.

         7.1 Restricted Stock Awards. The Committee 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 Committee. All Awards of
Restricted Stock shall be evidenced by an Award Agreement. An Award Agreement
may specify whether, and to what extent, holders of Restricted Stock Awards
shall have voting, dividend and other rights of holders of Stock.

         7.2 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 Committee may impose.
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, or otherwise, as the Committee
determines at the time of the grant of the Award or thereafter.

         7.3 Forfeiture. Except as otherwise determined by the Committee 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 Committee may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be


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waived in whole or in part in specified circumstances, and the Committee may in
other cases waive in whole or in part restrictions or forfeiture conditions
relating to Restricted Stock.

         7.4 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 9 of the Plan. Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee 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 Award, shall be
required to pay 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 form of Restricted Stock from the
Company's treasury, no 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.

         7.5 Restrictions on Restricted Stock Awards. Each Restricted Stock
Award shall be subject to such conditions, restrictions and contingencies as the
Committee shall determine. These may include continuous service and/or the
achievement of performance goals. The performance goals that may be used by the
Committee for such Awards may be based on one or more business criteria that
apply to the individual participant, a business unit of the Company, a
Subsidiary or the Company as a whole, and/or performance as compared with that
of other publicly-traded companies. Such criteria may include, but are not
limited to, stock price, market share, sales, earnings, earnings per share,
return on equity, or costs. The Committee may designate a single performance
goal criterion, or multiple performance goal criteria.

ARTICLE 8: STOCK-REFERENCE AWARDS.

         8.1 Grant of Stock-Reference Awards. The Committee 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 Committee 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.

         8.2 Restrictions on Stock-Reference Awards. Each Stock-Reference Award
shall be subject to such conditions, restrictions and contingencies as the
Committee shall determine. These may include continuous service and/or the
achievement of performance goals. The performance goals that may be used by the
Committee for such Awards may be based on one or more business criteria that
apply to the individual participant, a business unit of the Company, a
Subsidiary or the Company as a whole, and/or performance as compared with that


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of other publicly-traded companies. Such criteria may include, but are not
limited to, stock price, market share, sales, earnings, earnings per share,
return on equity, or costs. The Committee may designate a single performance
goal criterion, or multiple performance goal criteria.

ARTICLE 9: PAYMENT FOR STOCK PURCHASES; WITHHOLDING TAXES;
           RELOAD OPTIONS.

         9.1 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
Committee in an Award Agreement (or otherwise in writing 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 tender of a full recourse promissory note having such
         terms as may be approved by the Committee, secured by the Stock
         purchased, and bearing interest at a rate sufficient to avoid
         imputation of income under Sections 482 and 1274 of the Code; provided,
         however, that Participants who are not employees of the Company shall
         not be entitled to purchase Stock with a promissory note unless the
         note is adequately secured by collateral other than the Stock;
         provided, further, that in the case of newly issued shares of Stock,
         the portion of the Purchase Price equal to the par value of the Stock,
         if any, must be paid in cash or other legal consideration;

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

                  (e) by tender of property acceptable to the Committee;

                  (f) 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 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 Committee; or

                  (g) by any combination of the foregoing.

         9.2 Loan Guarantees. The Committee may 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.

         9.3 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, subject to the Committee's approval and any rules or policies adopted by
the Committee from time to time, 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 Committee 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.

         9.4 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 9.1 or 9.3, 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 9.3, 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 10: ADDITIONAL PROVISIONS APPLICABLE TO AWARDS.

         10.1 Stand-Alone, Tandem, and Substitute Awards. Awards granted under
the Plan may, in the discretion of the Committee, 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.

         10.2 Exchange Provisions. The Committee 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 Committee determines and
communicates to the Participant at the time the offer is made.

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

         10.4 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 Committee 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 Committee.

         10.5 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, beneficiary
designation or the laws of descent and distribution or, except in the case of an
Incentive Stock Option, pursuant to a qualified domestic relations order as
defined in Section 414(p)(1)(A) of the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. The Committee may
determine and specify in any Award Agreement for an Award other than an Award
that includes an Incentive Stock Option, at the time of granting an Award or
thereafter, that a Participant may 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 benefiting such individuals or classes of
individuals, or to a partnership or other entity in which all partners or equity
owners are such individuals, subject to such restrictions, limitations, or
conditions as the Committee deems to be appropriate.

         10.6 Stock Certificates. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable


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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 Committee may place legends on any
Stock certificate to reference restrictions applicable to the Stock.

ARTICLE 11: CHANGES IN CAPITAL STRUCTURE; CHANGE OF CONTROL.

         11.1 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
Committee 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 or other Award in the nature of
rights that may be exercised. Except as provided in this Article 11, 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.

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

         11.3 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
Committee shall cause such agreement to provide (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.

         11.4 Effect of Change of Control. The Committee may determine and
specify in any Award Agreement, at the time of granting an Award or thereafter,
that any or all outstanding Options and other Awards in the nature of rights
that may be exercised shall become fully exercisable and any or all restrictions
on other Awards shall lapse, upon the effectiveness of a Change of Control,
subject to the following limitations:

                  (a) In the case of an Incentive Stock Option, the acceleration
         of exercisability shall not occur without the Participant's written
         consent.


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                  (b) If the Company and the other party to the transaction
         constituting a Change of Control agree that such transaction is to be
         treated as a "pooling of interests" for financial reporting purposes,
         and if such transaction in fact is so treated, then the acceleration of
         exercisability shall not occur to the extent that the surviving
         entity's independent public accountants determine in good faith that
         such acceleration would preclude the use of "pooling of interests"
         accounting.

ARTICLE 12: AMENDMENT, MODIFICATION, AND TERMINATION.

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

         12.2 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 13: GENERAL RESTRICTIONS.

         13.1 Prohibitions on Awards. The following actions are not permissible
with respect to more than 10% of the total shares authorized under the Plan:

                  (a) Amending an outstanding Option to decrease the exercise
         price;

                  (b) Issuing a Non-Qualified Option with an exercise price of
         less than 100% of Fair Market Value;

                  (c) Granting Stock Awards that are not subject to any
         restrictions or performance conditions unless the award is in lieu of
         cash compensation and is valued at Fair Market Value; and

                  (d) Granting Restricted Stock Awards that are not subject to
         either (i) a vesting condition or repurchase option on behalf of the
         Company that is measured over not less than three years, or (ii)
         performance criteria that must be satisfied prior to vesting and an
         additional vesting condition or repurchase option on behalf of the
         Company that is measured over not less than one year.


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ARTICLE 14: GENERAL PROVISIONS.

         14.1 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
Committee is obligated to treat Participants and employees uniformly.

         14.2 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.

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

         14.4 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.

         14.5 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.

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

         14.7 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.

         14.8 Fractional Shares. No fractional shares of stock shall be issued
and the Committee 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.

         14.9 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 Committee
fails to so comply, it shall be void to the extent required by law and voidable
as deemed advisable by the Committee.


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         14.10 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. The Company may restrict the issuance or transfer of such shares in such
manner as it deems advisable to ensure the satisfaction of all legal
requirements relating to their registration, qualification or listing or any
exemption therefrom.

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

         14.12 Foreign Jurisdictions. The following additional provisions shall
apply to Awards and administration of the Plan in jurisdictions other than the
United States:

                  (a) The Committee shall have full power and authority to
         establish a set of rules ("sub-plan rules") applicable to Awards
         granted in the United Kingdom, France or in any other particular
         jurisdiction for the purpose of permitting Awards granted pursuant to
         such sub-plan rules in that jurisdiction to qualify for favorable local
         tax treatment. Such sub-plan rules, which may be more restrictive than
         the provisions of the Plan which would otherwise apply, shall be
         applicable only with respect to Awards granted to Participants in the
         jurisdiction covered by any such sub-plan rules. Without limiting the
         generality of the foregoing, such sub-plan rules may specify more
         restrictive eligibility requirements than otherwise specified in the
         Plan, may prescribe a specific vesting schedule, may prescribe a
         shorter Award term than otherwise permitted under the Plan, or may
         specify a higher minimum Award price than otherwise set forth in the
         Plan. Stock issued pursuant to such Awards shall nonetheless be counted
         against the maximum number of shares specified in the Plan and such
         Awards and shares shall otherwise be governed by the provisions of this
         Plan and the instrument evidencing such Award, except as amended
         pursuant to the relevant sub-plan rules.

                  (b) The Committee may adopt rules or procedures relating to
         the operation and administration of the Plan in non-United States
         jurisdictions to accommodate the specific requirements of local laws
         and procedures. Without limiting the generality of the foregoing, the
         Committee is specifically authorized to adopt rules and procedures
         regarding conversion of local currency, withholding procedures and
         handling of stock certificates which vary with local requirements.

         14.13 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.


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<PAGE>   15
ARTICLE 15: DEFINITIONS.

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

                  (a) "Award" means any Option, Restricted Stock Award, or
         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.

                  (d) "Change of Control" means and includes each of the
         following:

                           (1) Any transaction or series of transactions,
                  whereby any person (as that term is used in Section 13 and
                  14(d)(2) of the Exchange Act), is or becomes the beneficial
                  owner (as that term is used in Section 13(d) of the Exchange
                  Act) directly or indirectly, of securities of the Company
                  representing 20% or more of the combined voting power of the
                  Company's then outstanding securities; provided, that for
                  purposes of this paragraph, the term "person" shall exclude
                  (i) a trustee or other fiduciary holding securities under an
                  employee benefit plan of the Company or of a Subsidiary and
                  (ii) a corporation owned directly or indirectly by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of the common stock of the
                  Company.

                           (2) Any merger, consolidation, or liquidation of the
                  Company in which the Company is not the continuing or
                  surviving corporation or pursuant to which Stock would be
                  converted into cash, securities, or other property, other than
                  (i) a merger or consolidation with a wholly owned Subsidiary,
                  (ii) a reincorporation of the Company in a different
                  jurisdiction, or (iii) other transaction in which there is no
                  substantial change in the stockholders of the Company, where
                  in the case of (i), (ii) or (iii) all then outstanding Awards
                  are assumed by the successor corporation, which assumption
                  shall be binding on all Participants;

                           (3) Any merger or consolidation of the Company with
                  or into another entity or any other corporate reorganization,
                  if more than 50% of the combined voting power of the
                  continuing or surviving entity's securities outstanding
                  immediately after such merger, consolidation or other
                  reorganization is owned by persons who were not stockholders
                  of the Company immediately prior to such merger, consolidation
                  or other reorganization.


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<PAGE>   16
                           (4) The sale, transfer, or other disposition of all
                  or substantially all of the assets of the Company.

                           (5) A change in the composition of the Board, as a
                  result of which fewer than 50% of the incumbent directors are
                  directors who either (i) had been directors of the Company on
                  the date 24 months prior to the date of the event that may
                  constitute a Change of Control (the "original directors") or
                  (ii) were elected, or nominated for election, to the Board
                  with the affirmative votes of at least a majority of the
                  aggregate of the original directors who were still in office
                  at the time of the election or nomination and the directors
                  whose election or nomination was previously so approved.

                  A transaction shall not constitute a Change of Control if its
         sole purpose is to change the state of incorporation of the Company or
         to create a holding company that will be owned in substantially the
         same proportions by the persons who held the Company's securities
         immediately before such transaction.

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

                  (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 such methods or procedures as may be established from
         time to time by the Committee. Unless otherwise determined by the
         Committee, the Fair Market Value of Stock as of any date shall be the
         closing price for the Stock as reported on the Nasdaq National
         Market(or on any national securities exchange on which the Stock is
         then listed) for that 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.


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<PAGE>   17
                  (l) "Participant" means a person who, as an officer, director,
         employee, consultant, independent contractor, or adviser of the Company
         or any Subsidiary, has been granted an Award under the Plan.

                  (m) "Predecessor Plan" means the 1994 Equity Incentive Plan of
         the Company.

                  (n) "Plan" means the Viasoft, Inc. 1997 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 7.

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

                  (q) "Stock" means the common stock of the Company and such
         other securities of the Company that may be substituted for Stock
         pursuant to Article 11.

                  (r) "Stock-Reference Award" means a right, granted to a
         Participant under Article 8.

                  (s) "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.

                  (t) "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.


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