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                             CLICK COMMERCE, INC.
                 DIRECTORS' STOCK OPTION AND STOCK AWARD PLAN

1.   PREAMBLE.

     Click Commerce, Inc., a Delaware corporation (the "Company"), hereby
establishes the Click Commerce, Inc. Directors' Stock Option and Stock Award
Plan (the "Plan") to provide automatic grants of non-qualified stock options and
the payment of non-employee directors' retainers and meeting fees in common
stock of the Company ("Common Stock"), from and after the Company's initial
public offering of Common Stock. The Plan is intended to promote the long-term
growth and financial success of the Company by attracting and retaining non-
employee directors of outstanding ability and assisting the Company in promoting
a greater identity of interest between the Company's non-employee directors and
its stockholders.

2.   DEFINITIONS.

     2.01  "Award" means an Option or an award of Common Stock.

     2.02  "Board" or "Board of Directors" means the board of directors of the
Company.

     2.03  "Committee" means the Board of Directors or a committee appointed by
the Board to administer the Plan. Once appointed, the Committee shall continue
to serve until otherwise directed by the Board of Directors.

     2.04  "Common Stock" means the common stock of the Company, $0.001 par
value.

     2.05  "Company" means Click Commerce, Inc., a Delaware corporation, and any
successor thereto.

     2.06  "Director" means a member of the Board who is not otherwise an
employee of the Company and, after the Company registers shares of Common Stock
under either the Securities Act of 1933, as amended, or the Exchange Act.

     2.07  "Effective Date" means the effective date of the Company's
underwritten initial public offering of Common Stock.

     2.08  "Exchange Act"  means the Securities Exchange Act of 1934, as it
exists now or from time to time may hereafter be amended.

     2.09  "Fair Market Value" means for the relevant day:

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     (a) If shares of Common Stock are listed or admitted to unlisted trading
privileges on any national or regional securities exchange, the average between
the high and low sales prices reported, on the composite tape of that exchange
(provided that, if the shares are listed or admitted on more than one exchange,
then on the exchange designated by the Board from time to time) on the day Fair
Market Value is to be determined;

     (b) If the Common Stock is not listed or admitted to unlisted trading
privileges as provided in paragraph (a), and if sales prices for shares of
Common Stock are reported by the Nasdaq Stock Market ("Nasdaq"), then the
average of the high and low sales price for Common Stock reported as of the
close of business on the day Fair Market Value is to be determined, or if Common
Stock is not traded on that day, the next preceding day on which such stock was
traded; or

     (c) If trading of the Common Stock is not reported by the Nasdaq or on a
stock exchange, Fair Market Value will be determined by the Committee in its
discretion based upon the best available data.

     2.10  "Option" means the right of a Participant to purchase a specified
number of shares of Common Stock, subject to the terms and conditions of the
Plan.

     2.11  "Option Date" means the date upon which an Option is awarded to a
Participant under the Plan.

     2.12  "Option Price" means the price per share at which an Option may be
exercised.

     2.13  "Participant" means an individual to whom an Option has been granted
under the Plan.

     2.14  "Plan" means the Click Commerce, Inc. Directors' Stock Option and
Stock Award Plan, as set forth herein and as from time to time amended.

     2.15  "Subsidiary" means any corporation or other entity of which the
majority voting power or equity interest is owned directly or indirectly by the
Company.

     2.16  Rules of Construction.

     (a)  Governing Law. The construction and operation of this Plan are
governed by the laws of the State of Delaware.

     (b)  Headings. All headings in this Plan are for reference only and are not
to be utilized in construing the Plan.

     (c)  Gender. Unless clearly appropriate, all nouns of whatever gender refer
to persons of either gender.

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     (d)  Singular and Plural. Unless clearly inappropriate, singular terms
refer also to the plural and vice versa.

     (e)  Severability. If any provision of this Plan is determined to be
illegal or invalid for any reason, the remaining provisions shall continue in
full force and effect and shall be construed and enforced as if the illegal or
invalid provision did not exist, unless the continuance of the Plan in such
circumstances is not consistent with its purposes.

3.   STOCK SUBJECT TO THE PLAN.

     Except as otherwise provided in Section 10, the aggregate number of shares
of Common Stock that may be issued, or subject to Options granted under this
Plan, may not exceed 500,000 shares of Common Stock. Reserved shares may be
either authorized but unissued shares or shares reacquired by the Company and
held in its treasury, in the Board's discretion. If any Options hereunder shall
terminate or expire, as to any number of shares, new Options or shares may
thereafter be awarded with respect to such shares.

4.   ADMINISTRATION.

     The Plan shall be administered by the Committee. In addition to any other
powers set forth in this Plan, the Committee has the exclusive authority:

     (a) to construe and interpret the Plan, and to remedy any ambiguities or
inconsistencies therein;

     (b) to establish, amend and rescind appropriate rules and regulations
relating to the Plan;

     (c) generally, to administer the Plan, and to take all such steps and make
all such determinations in connection with the Plan and the Awards granted
thereunder as it may deem necessary or advisable;

     (d) to determine, on an individual basis, or generally from time to time,
the form in which payment on an Option exercise under Section 7, or tax
withholding under Section 13, will be made; and

     (e) to take any action necessary, including amendment of the Plan or any
Award, as required in order for a transaction to qualify for pooling of interest
accounting treatment.

     Notwithstanding the foregoing, to the extent necessary to satisfy Rule 16b-
3 under the Exchange Act, action otherwise within the authority of the Committee
shall be taken by the full Board.

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5.   DIRECTOR STOCK OPTIONS.

    (a)   Each Director shall be granted (i) if he is a Director on the
Effective Date, an Option to purchase 10,000 shares of Common Stock at an Option
Price equal to the per share initial offering price; (ii) if he is a Director on
the date of an annual meeting of the Company's stockholders, an Option to
purchase 10,000 shares of Common Stock at an Option Price equal to the Fair
Market Value on such date; and (iii) on the date he first becomes a Director (if
other than at an annual meeting of the Company's stockholders) an Option to
purchase a number of shares of Common Stock equal to 10,000 multiplied by a
fraction, the numerator of which is the number of days such individual will
serve until the date that will be the next annual meeting of the Company's
stockholders (as determined by the Committee) and the denominator of which is
365 at an Option Price equal to the Fair Market Value on such date.

     (b)  An Option shall be granted hereunder only if as of each Option Date
the Director (i) is not otherwise an employee of the Company or any Subsidiary,
and (ii) has served on the Board continuously since the commencement of his or
her term.

     (c)  In the event that the number of shares of Common Stock available for
grant under the Plan is insufficient to make all automatic grants required to be
made on a given date, then the Options granted to Directors entitled to a grant
on such date shall share ratably in the number of shares available for grant
under the Plan.

6.   OPTION PERIOD.

     An Option may not be exercised until six months after the Option Date.
Each Option will expire as of the earliest of:

     (a)  the date the Participant's membership on the Board is terminated for
cause, as determined by the Committee;

     (b)  the date one year after the Participant's death; or

     (c)  ten years from the Option Date.

7.   MANNER OF EXERCISE OF OPTIONS.

     To exercise an Option in whole or in part, a Participant (or, after his
death, his executor or administrator) must give written notice to the Committee,
stating the number of shares with respect to which he intends to exercise the
Option. The Company will issue the shares with respect to which the Option is
exercised upon payment in full of the Option Price. The Option Price may be paid
(i) in cash, (ii) in shares of Common Stock having an aggregate Fair Market
Value, as determined on the date of delivery, equal to the Option Price, or
(iii) by delivery of irrevocable instructions to a broker designated by


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the Company to promptly deliver to the Company the amount of sale
or loan proceeds necessary to pay for all Common Stock acquired through such
exercise and any tax withholding obligations resulting from such exercise.

8.   DIRECTOR STOCK AWARDS

     In lieu of any retainer or meeting fees payable in cash to a Director from
and after the Effective Date of the Plan, each Director shall receive, on the
payment date thereof, a number of shares of Common Stock with a Fair Market
Value equal to the retainer or meeting fees. The value of annual stock awards to
each Director under the Plan shall initially be $25,000, subject to review and
revision by the Committee at any time in its sole discretion.

9.   DEFERRAL OF STOCK AWARD

     (a)  A Director may elect to defer the ownership of the shares of Common
Stock otherwise issuable pursuant to Section 8. Any such election shall be in
writing in the form prescribed by the Committee.

     (b)  An election to defer pursuant to (a) above with respect to shares of
Common Stock issuable in a calendar year must be made prior to December 31st of
the preceding year. Notwithstanding the foregoing, for the calendar year in
which the Effective Date occurs, any election must be filed no later than 30
days after the Effective Date and shall be effective for shares issuable after
the election is made.

     (c)  At the time of deferral, a Director may select the date for the
issuance of the deferred shares. If a Director does not select a date for the
issuance of deferred shares, the deferred shares will be issued upon termination
of his service as a Director.

10.  ADJUSTMENTS TO REFLECT CHANGES IN CAPITAL STRUCTURE

     Subject to the following provisions of this Section 10, 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.


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11.  NON-TRANSFERABILITY OF OPTIONS.

     The Options granted under the Plan are not transferable, voluntarily or
involuntarily, other than by will or the laws of descent and distribution.
During a Participant's lifetime, his Options may be exercised only by him.

12.  RIGHTS AS STOCKHOLDER.

     A Participant has no rights whatsoever as a stockholder with respect to any
shares covered by an Option until the date of the issuance of a stock
certificate for the shares.  No Common Stock may be delivered upon the exercise
of any Option until full payment has been made and all income tax withholding
requirements thereon, if any, have been satisfied.

13.  WITHHOLDING TAX.

     The Company shall have the right to withhold in cash or shares of Common
Stock with respect to any payments made to Directors under the Plan any taxes
required by law to be withheld because of such payments. Any withholding of
shares shall be made in a manner consistent with Rule 16b-3 under the Exchange
Act

14.  AMENDMENT OF THE PLAN.

     The Committee may from time to time amend or revise the terms of this Plan
in whole or in part and may without limitation, adopt any amendment deemed
necessary; provided, however, that unless, necessary to comply with any pooling
of interest requirements, no change in any award previously granted to a
Director may be made that would impair the rights of the Director without the
Director's consent. All amendments shall be in writing and consented to by a
majority of the members of the Committee.

15.  CONDITIONS UPON ISSUANCE OF SHARES.

     The exercise of any Option and the issuance and delivery of such shares of
Common Stock pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares of Common Stock may then be listed.  As a
condition to the exercise of an Option, the Company may require the person
exercising such Option to (i) represent and warrant at the time of any such
exercise that the Common Stock is being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the

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aforementioned relevant provisions of law; and (ii) enter into a lock-up or
similar agreement with respect to such shares, prohibiting, for up to 360 days
in the case of the initial public offering or 90 days in the case of any other
offering, the disposition of such shares.

16.  TERMINATION OF THE PLAN.

     The Committee may terminate the Plan at any time with respect to any shares
that have not been issued and are not then subject to Options. Termination of
the Plan will not affect the rights and obligations of any Participant with
respect to Options or shares of Common Stock, awarded before termination.


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