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                                                                    EXHIBIT 10.1

                             CLICK COMMERCE, INC.
                      STOCK OPTION AND STOCK AWARD PLAN

     Click Commerce, Inc., a Delaware corporation (formerly known as "Click
Interactive, Inc.") (the "Company"), hereby amends and restates its stock option
plan formerly known as the Click Interactive, Inc. Stock Option and Stock Award
Plan (the "Plan"). The Plan, as amended and restated, shall be effective as of
the date of its adoption by the Board of Directors of the Company (the "Board"),
subject to the approval of the Company's stockholders on or before the first
anniversary of the date of its adoption by the Board. Upon approval by the
Board, awards may be made as provided herein, subject to such subsequent
stockholder approval.

     1.  Purposes.

     The Company desires to attract and retain the best available employees,
officers, directors and consultants for itself and its Subsidiaries and to
encourage the highest level of performance by such individuals in order to serve
the best interests of the Company and its stockholders.  The Plan is expected to
contribute to the attainment of these objectives by offering eligible
individuals the opportunity to acquire stock ownership interests in the Company,
and to thereby provide them with incentives to put forth maximum efforts for the
success of the Company and its Subsidiaries.  The term "Subsidiary" as used
herein means each corporation which meets the definition of "subsidiary
corporation" contained in Section 424(f) of the Internal Revenue Code of 1986,
as amended (the "Code").

     2.  Form of Awards.

     Stock options awarded under the Plan may be either incentive stock options
meeting the requirements of Section 422 of the Code ("ISOs") or options that do
not meet the requirements of Section 422 of the Code ("NSOs"). Unless otherwise
indicated, references in the Plan to "Options" shall include both ISOs and NSOs.
The Committee may also award stock appreciation rights ("SARs") in tandem with
any Option awarded hereunder. An Option (or a portion thereof) that is not
designated as an ISO, or that does not satisfy all of the requirements of
Section 422 of the Code, and any Option granted to an individual who is not an
employee or officer of the Company or a Subsidiary, shall be a NSO.

     3.  Maximum Shares Available.

     The maximum aggregate number of shares ("Shares") of the Company's common
stock, $.001 par value per share ("Common Stock") for which Options may be
awarded under the Plan is 4,930,842, subject to adjustment pursuant to Section
11. Shares of Common Stock issued pursuant to the Plan may be either authorized
but unissued shares of Common Stock or issued shares of Common Stock reacquired
by the Company. In the event that any Option under the Plan expires unexercised
or is terminated, surrendered or canceled without being exercised in whole or in
part for any reason (other than cancellation as a result of the exercise of a
tandem SAR), then the shares of Common Stock covered by such Option may, at the
discretion of the Committee (as defined below), be made available for subsequent
awards under the Plan, upon such terms as the Committee may determine.

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     4.  Administration.

     (a)  Committee. The Plan shall be administered by a committee (the
"Committee") consisting of two or more members of the Board, each of whom is a
"disinterested person" as such term is defined in Rule 16b-3(c)(2)(i) of the
General Rules and Regulations promulgated under the Securities and Exchange Act
of 1934 (the "Act") (and, in addition, with respect to any grant of an Option or
SAR, or the determination of conditions and restrictions intended to make the
grant or award subject thereto constitute "performance-based compensation"
within the meaning of Section 162(m)(4)(C) of the Code, such grant, award or
determination is made by a Committee consisting of two or more "outside
directors" as such term is defined in Treasury Regulation Section 1.162-
27(e)(3)), and who shall be appointed by, and may be removed by, such Board.

     (b)  Powers of Committee. Subject to the express provisions of the Plan,
the Committee shall have the power and authority (i) to grant Options and to
determine the exercise price of each such Option, the term of each such Option,
the number of shares of Common Stock to be covered by each such Option and the
vesting standards applicable to each such Option; (ii) to establish performance
goals to be achieved within such performance periods and using such measures as
it may select; (iii) to waive any condition or restriction applicable to an
Option and accelerate the exercisability thereof; (iv) to designate Options as
ISOs or NSOs; (v) to award SARs in tandem with such Options and (vi) to
determine the employees, officers, directors and consultants to whom, and the
time or times at which, Options and SARs shall be granted.

     (c)  Delegation. The Committee may delegate to one or more of its members
or to any other person or persons such ministerial duties as it may deem
advisable. The Committee may also employ attorneys, consultants, accountants or
other professional advisors and shall be entitled to rely upon the advice,
opinions or valuations of any such advisors.

     (d)  Interpretations. The Committee shall have sole discretionary authority
to interpret the terms of the Plan, to adopt and revise rules, regulations and
policies to administer the Plan and to make any factual determinations which it
believes to be necessary or advisable for the administration of the Plan. All
actions taken and interpretations and determinations made by the Committee in
good faith shall be final and binding upon the Company, all Optionees (as
defined in Section 5) who have received awards under the Plan and all other
interested persons.

     (e)  Liability; Indemnification. No member of the Committee, nor any
individual to whom ministerial duties have been delegated, shall be personally
liable for any action, interpretation or determination made with respect to the
Plan or awards made thereunder, and each member of the Committee shall be fully
indemnified and protected by the Company with respect to any liability he or she
may incur with respect to any such action, interpretation or determination, to
the extent permitted by applicable law and to the extent provided in the
Company's Certificate of Incorporation and Bylaws, as amended from time to time.


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     5.  Eligibility.

     Options and SARs may be granted to executive and key management employees,
officers, directors and consultants of the Company and its Subsidiaries;
provided, however, that ISOs may not be granted to any individual who is not an
employee of the Company or its Subsidiaries. In determining the individuals to
whom Options and SARs shall be granted ("Optionees") and the number of shares to
be covered by each Option and SAR, the Committee shall take into account the
nature of the services rendered by such individuals, their present and potential
contribution to the success of the Company and its Subsidiaries and such other
factors as the Committee in its sole discretion shall deem relevant.

     6.   Terms and Conditions of Options.

     (a)  Grant of Options. Options shall be granted in such form and upon such
terms and conditions as the Committee shall from time to time determine. Each
award of Options shall be evidenced by a written agreement, executed by the
Optionee and the Company, and containing such restrictions, terms and
conditions, if any, as the Committee may require (the "Option Agreement"). In
the event of any conflict between an Option Agreement and the Plan, the terms of
the Plan shall govern. The date on which the Option is granted to an Optionee,
as set forth in the Option Agreement, is referred to herein as the "Grant Date."
The maximum number of shares with respect to which Options and SARs may be
granted during any calendar year to any Optionee is 1,000,000.

     (b)  Option Price.  Subject to the provisions of Section 7(a) with respect
to 10% stockholders of the Company, the price at which a Share may be purchased
pursuant to the exercise of an Option shall be determined by the Committee at
the Grant Date; provided, however, that the Option Price shall not be less than
100% of the Fair Market Value of a Share subject to such Option on the Grant
Date. Subject to the provisions of Section 11, for all purposes of the Plan the
"Fair Market Value" of a Share as of any date means the fair market value of the
Share as determined by the Committee in its sole discretion, or pursuant to a
formula it establishes from time to time which utilizes the market price of
Common Stock.

     (c)  Term of Options. The term of each Option granted under the Plan shall
be established by the Committee at the Grant Date. Except as otherwise provided
in Section 7(a) with respect to 10% percent stockholders of the Company, the
term of each ISO shall not exceed ten years from the Grant Date.

(d) Exercise of Options. Each Option shall be exercisable, either in whole or in
part, at such time or times as shall be determined by the Committee at the Grant
Date of the Option; provided, however, that no Option shall be exercisable after
the expiration date of the Option. The Committee may establish performance goals
to be achieved within such time periods and using such measures as the Committee
may select in its sole discretion as a condition to the exercise of an Option.

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     Options granted under the Plan shall be immediately exercisable in the
event of a Change in Control.  "Change in Control" shall occur when, (A) a
person, entity or group other than an individual who is a stockholder of the
Company as of the date of the Company's initial public offering ("Existing
Stockholders") acquires beneficial ownership of 35% of the outstanding shares
entitled to vote in elections of directors ("voting shares"), or (B) the Company
consummates a merger or consolidation, or a sale or disposition of all or
substantially all of its assets, other than with or to an affiliated company.
An "affiliated company" means a company with respect to which the majority of
the total members of its Board of Directors were selected by persons or entities
who are Existing Stockholders.

     Options may be exercised by an Optionee (after the Option becomes
exercisable and prior to the expiration date of the Option) by giving written
notice to the Secretary of the Company stating the number of shares of Common
Stock with respect to which the Option is being exercised and tendering payment
therefor. Payment for the shares of Common Stock issuable upon exercise of the
Option shall be made in full in cash or, if the Committee, in its sole
discretion, permits, in shares of Common Stock (valued at Fair Market Value on
the date of exercise). As soon as reasonably practicable following such
exercise, a certificate representing the shares of Common Stock purchased,
registered in the name of the Optionee, shall be delivered to the Optionee.

     (e)  Reload Rights. The Committee may grant reload rights which entitle the
Optionee to receive a new Option ("Reload Option") to purchase shares upon the
Optionee's exercise of an Option ("Underlying Option") by delivery or
attestation of shares of Common Stock in payment of the Option Price. However,
no Reload Option shall be granted unless (i) a sufficient number of shares
remain authorized and not issued or subject to purchase under outstanding
Options granted under the Plan; (ii) the Optionee is a Director or Employee on
the date of exercise of the Underlying Option; (iii) the exercise of the
Underlying Option is for the purchase of a number of shares of Common Stock at
least equal to the lesser of 25% of the total number of shares subject to
purchase or 100% of the shares with respect to which the Underlying Option is
then exercisable; (iv) the Grant Date of the Reload Option would be at least one
year before the Expiration Date of the Underlying Option; and (v) the Fair
Market Value of one share of the Underlying Option on the Exercise Date is
greater than or equal to the Option Price of the Underlying Option. Each Reload
Option shall entitle the Optionee to purchase a number of shares equal to the
sum of the number of shares used to pay the Option Price of the Underlying
Option and the number of shares delivered or withheld in payment of the tax
withholding amount pursuant to Section 13(a). Each Reload Option shall have the
same Expiration Date as the Underlying Option. No reload Option shall have
Reload Rights.

     (f)  Cancellation of SARs.  Upon exercise of all or a portion of an Option,
the related SARs, if any, shall be canceled with respect to an equal number of
shares of Common Stock.

     7.   Special Rules Applicable to ISOs.

     (a)  10% Stockholders. Notwithstanding any other provisions of this Plan to
the contrary, an individual may not receive an ISO under the Plan if such
individual, on the Date of Grant, owns (after application of the rules contained
in Section 424(d) of the Code) stock

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possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its Subsidiaries, unless (i) the Option Price for such
ISO is at least 110% of the Fair Market Value of the Common Stock subject to
such ISO on the Date of Grant and (ii) such ISO is not exercisable after the
date five years from its Date of Grant.

     (b)  Limitation on Grants. The aggregate Fair Market Value (determined with
respect to each ISO at the time such ISO is granted) of the shares of Common
Stock with respect to which ISOs are exercisable for the first time by an
Optionee during any calendar year (under this Plan or any other plan of the
Company or a Subsidiary) shall not exceed $100,000. Any portion of an Option
which exceeds this annual limit shall be a NSO.

     (c)  Limitations on Time of Grant. No grant of an ISO shall be made under
this Plan more than ten years after the date of adoption of the Plan by the
Board.

     8.   Stock Appreciation Rights.
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     (a)  Grants of SARs. SARs may be awarded by the Committee in connection
with any Option granted under the Plan, either on the Date of Grant of the
Option or thereafter at any time prior to the exercise, termination or
expiration of the Option. SARs shall be subject to such terms and conditions not
inconsistent with the other provisions of this Plan as the Committee shall
determine.

     (b)  Exercise of SARs. An SAR shall be exercisable only to the extent that
the related Option is exercisable and shall be exercisable only for such period
as the Committee may determine (which period may expire prior to the expiration
date of the related Option). Upon the exercise of all or a portion of an SAR,
the related Option shall be canceled with respect to an equal number of shares
of Common Stock. An SAR shall entitle the Optionee to surrender to the Company
unexercised the related Option, or any portion thereof, and to receive from the
Company in exchange therefor that number of shares of Common Stock having an
aggregate Fair Market Value equal to (A) the excess of (i) the Fair Market Value
of one Share as of the date the SAR is exercised over (ii) the Option Price per
Share specified in such Option, multiplied by (B) the number of shares of Common
Stock subject to the Option, or portion thereof, which is surrendered. Cash
shall be delivered in lieu of any fractional shares.

     (c)  Settlement of SARs. As soon as is reasonably practicable after the
exercise of a SAR, the Company shall (i) issue, in the name of the Optionee,
Shares representing the total number of full shares of Common Stock to which the
Optionee is entitled pursuant to Section 8(b) hereof and cash in an amount equal
to the Fair Market Value, as of the date of exercise, of any resulting
fractional shares of Common Stock, or (ii) if the Committee causes the Company
to elect to settle all or part of its obligations arising out of the exercise of
the SAR in cash pursuant to Section 8(d), deliver to the Optionee an amount in
cash equal to the Fair Market Value, as of the date of exercise, of the shares
of Common Stock it would otherwise be obligated to deliver.

     (d)  Cash Settlement. The Committee, in its discretion, may cause the
Company to settle all or any part of its obligation arising out of the exercise
of a SAR by the payment of cash

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in lieu of all or part of the shares of Common Stock it would otherwise be
obligated to deliver in an amount equal to the Fair Market Value of such shares
on the date of exercise.

     9.   Transferability of Options.
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     No ISO or related SAR may be transferred, assigned, pledged or hypothecated
(whether by operation of law or otherwise), except as provided by will, the
applicable laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined in Section 414(p) of the Code), and no ISO or
related SAR shall be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of an
ISO or related SAR not specifically permitted herein shall be null and void and
without effect. An ISO or SAR may be exercised only by the Optionee during his
or her lifetime and, following the Optionee's death, may be exercised only as
provided in Section 10(c).

     An Optionee may transfer all or part of a NSO or related SAR to the
Optionee's spouse, child or children, grandchild or grandchildren, or to a trust
for the benefit of any of the foregoing; provided that the transferee thereof
shall hold such NSO or SAR subject to all of the conditions and restrictions
contained herein and otherwise applicable to the NSO or related SAR, and that,
as a condition to such transfer, the Company may require the transferee to agree
in writing (in a form acceptable to the Company) that the transfer is subject to
such conditions and restrictions.

     10.  Effect of Termination of Employment or Service on Options and SARs.
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     (a)  Termination of Employment or Service. In the event that an Optionee's
employment or service as a non-employee director or consultant with the Company
or a Subsidiary shall be terminated (for reasons other than death or disability)
or in the event such Optionee shall resign from employment or service as a non-
employee director or consultant, exercisable Options and SARs held by such
Optionee may not be exercised after the date the employment or service
terminates except to the extent the Committee (either at the Date of Grant or
thereafter) permits exercise after such date but, in any case, no later than 90
days after such employment or services ended unless, in the case of an NSO, the
exercise period is extended by the Committee. In no event, however, may an
Option or SAR be exercised after the expiration date of the Option as designated
by the Committee pursuant to Section 6(c).

     (b)  Disability. In the event that an Optionee's employment or service as a
non-employee director or consultant with the Company or one of its Subsidiaries
shall be terminated as a result of the disability of the Optionee (within the
meaning of Section 22(e)(3) of the Code), Options and/or SARs that the Optionee
was entitled to exercise on the date his or her employment or service with the
Company or Subsidiaries terminated may be exercised at any time during the first
twelve months after such Optionee terminated employment or ceased serving as a
non-employee director or consultant, unless, in the case an NSO, the exercise
period is extended by the Committee. In no event, however, may the Option and/or
SAR be exercised after the expiration date of the Option as designated by the
Committee pursuant to Section 6(c).

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     (c)  Death. If an Optionee shall die while employed by or serving as a non-
employee director or consultant of the Company or one of its Subsidiaries,
Options and SARs that the Optionee was entitled to exercise on the date
immediately preceding his or her date of death may be exercised by the
Optionee's estate or by the person who acquires the right to exercise such
Option and/or SAR on his or her death by bequest or inheritance. Such exercise
may occur at any time within one year after the date of the Optionee's death,
unless, in the case of an NSO, the exercise period is extended by the Committee.
In no event, however, may the Option and/or SAR be exercised after the
expiration date of the Option as designated by the Committee pursuant to Section
6(c).

     (d)  Nonexercisable Options and SARs. Options and SARs that have not yet
become exercisable by the Optionee shall terminate immediately upon the
Optionee's termination of employment or cessation of service as a non-employee
director or consultant with the Company and its Subsidiaries for any reason
whatsoever.

     11.  Adjustment upon Changes in Capitalization.
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     Subject to the following provisions of this Section 11, in the event of any
change in the outstanding shares of Common Stock by reason of any share
dividend, split, recapitalization, merger, consolidation, combination, exchange
of shares or other similar corporate change, the aggregate number and kind of
shares of Common Stock reserved for issuance under the Plan or subject to
Options outstanding or to be granted under the Plan shall be proportionately
adjusted so that the value of each Option shall not be changed, and the terms of
any outstanding Option may be adjusted by the Committee in such manner as it
deems equitable; provided, however, that in no event shall the Option Price for
a Share be adjusted below the par value of such Share, nor shall any fraction of
a Share be issued upon the exercise of an Option.

    12.  Amendment and Termination of Plan.
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     Subject to any approval of the stockholders of the Company that may be
required (or, in the opinion of the Committee, appropriate ) under law, the
Committee may at any time amend, suspend or terminate the Plan. No amendment,
suspension or termination of the Plan shall materially and adversely alter or
impair any Option or SAR previously granted under the Plan without the consent
of the holder thereof.

     13.  Miscellaneous.
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     (a)  Tax Withholding. Whenever an Optionee recognizes income with respect
to an Option or SAR under the Plan, the Company shall have the right to deduct
from all payments under this Plan amounts sufficient to satisfy all withholding
tax requirements, or to require Optionees or their beneficiaries or legal
representatives to remit to the Company an amount sufficient to satisfy those
withholding tax requirements. The Committee may, in its discretion, permit an
Optionee to satisfy his or her tax withholding obligation either by (i)
surrendering shares owned by the Optionee or (ii) having the Company withhold
from shares otherwise deliverable to the Optionee. Shares of Common Stock
surrendered or withheld shall be valued at their Fair Market Value as of the
date on which income is required to be recognized for income

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tax purposes. In the case of an award of ISOs, the foregoing right shall be
deemed to be provided to the Optionee at the time of such award. If shares are
surrendered by or withheld for an Optionee who is subject to Section 16 of the
Act, the foregoing shall be accomplished in a manner consistent with Rule 16b-
3(e) thereunder.

     (b)  Successors. The obligations of the Company under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and business of the Company. The Company shall make appropriate provision
for the preservation of Optionees' rights under the Plan in any agreement or
plan which it may enter into or adopt to effect any such merger, consolidation,
reorganization or transfer of assets.

     (c)  No Right to Employment. Nothing in the Plan or in any Option Agreement
entered into pursuant to Section 6(a), nor the grant of any Option, shall confer
upon any individual any right to continue in the employ of the Company or a
Subsidiary or to be entitled to any remuneration or benefits not set forth in
the Plan or such Option Agreement or interfere with or limit the right of the
Company or a Subsidiary to modify the terms of or terminate such individual's
employment at any time.

     (d)  Notices. Notices required or permitted to be made under the Plan shall
be sufficiently made if sent by registered or certified mail addressed (i) to
the Optionee at the Optionee's address as set forth in the books and records of
the Company or its Subsidiaries, or (ii) to the Company or the Committee at the
principal office of the Company.

     (e)  Severability. In the event that any provision of the Plan shall be
held illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

     (f)  Governing Law. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Delaware.

     (g)  Term of Plan. Unless earlier terminated pursuant to Section 12, the
Plan shall terminate on the tenth anniversary of the date of its original
adoption by the Board.

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