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                                                                   Exhibit 10.1





                              AMENDED AND RESTATED
                         EMBARCADERO TECHNOLOGIES, INC.
                             1993 STOCK OPTION PLAN

1.       PURPOSE.

         The purpose of the EMBARCADERO TECHNOLOGIES, INC. 1993 STOCK OPTION
PLAN (the "Plan") is to grant to selected employees, directors, and consultants
of EMBARCADERO TECHNOLOGIES, INC., a California corporation (the "Company"), a
favorable opportunity to acquire Common Stock of the Company, thereby
encouraging such persons to accept or continue a productive relationship with
the Company, and furnishing such persons with an incentive to improve operations
and increase profits of the Company. Capitalized terms not previously defined
herein are defined in Section 18 of this Plan.

2.       OPTIONS AND SHARES.

         2.1 NUMBER OF SHARES. Options granted under this Plan (the "Options")
are for the purchase of Common Stock of the Company (the "Shares"). Subject to
adjustment as provided in this Plan, the aggregate number of Shares that may be
issued pursuant to Options granted under this Plan is 11,300,000 Shares. If any
Option expires or is terminated without being exercised in whole or in part, the
unexercised or released Shares from such Option shall be available for future
grant and purchase under this Plan.

         2.2 INDIVIDUAL LIMITATION. The company may not grant options covering
in the aggregate more than 600,000 Shares (subject to adjustment as provided in
this Plan) to any one participant in any one-year period.

         2.3 RESERVATION OF SHARES. At all times during the term of this Plan,
the Company shall reserve and keep available such number of Shares as shall be
required to satisfy the requirements of outstanding Options under this Plan.

3.       ADMINISTRATION.

         The Plan shall be administered by the Board of Directors of the Company
(the "Board"), or by a committee of the Board that is composed solely of two or
more Non-Employee Directors (in either case, the "Administrator"). As used in
this Plan, references to "Non-Employee Directors" shall have the meaning set
forth in Rule 16b-3 as promulgated by the Securities and Exchange Commission
under Section 16(b) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"). The interpretation by the Administrator of any of the
provisions of this Plan or any Option granted under this Plan shall be final and
binding upon the Company and all persons having an interest in any option or any
Shares purchased pursuant to an Option.


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         The Administrator may delegate nondiscretionary administrative duties
to such employees of the Company as it deems proper. Subject to the provisions
of the Plan, the Administrator shall have the sole authority, in its discretion:

         (a)      to determine to which of the eligible individuals, and the
                  time or times at which, options to purchase Common Stock of
                  the Company shall be granted;

         (b)      to determine the number of shares of Common Stock to be
                  subject to options granted to each eligible individual;

         (c)      to determine the price to be paid for the shares of Common
                  Stock upon the exercise of each option;

         (d)      to determine the term and the exercise schedule of each
                  option;

         (e)      to determine the terms and conditions of each stock option
                  grant (which need not be identical) entered into between the
                  Company and any eligible individual to whom the Administrator
                  has granted an option, subject to Section 15 hereof;

         (f)      to interpret the Plan;

         (g)      to accelerate the exercise date or schedule with respect to
                  any option granted under the Plan or, with the consent of the
                  holder thereof, to modify or amend any such option;

         (h)      to make all determinations deemed necessary or advisable for
                  the administration of the Plan;

         (i)      to determine whether Optionee has ceased to be employed by the
                  Company or any Parent, Subsidiary or Affiliate of the Company
                  and the effective date on which such employment terminated;
                  and

         (j)      to determine whether an Optionee, who is a director,
                  consultant or advisor of the Company, is "employed by the
                  Company or any Parent, Subsidiary or Affiliate of the Company"
                  pursuant to the foregoing Sections.

4.       ELIGIBILITY.

         Options may be granted to employees, officers, directors, consultants
and advisers (provided such consultants and advisers render bona fide services
not in connection with the offer and sale of securities in a capital-raising
transaction) of the Company or any Parent, Subsidiary or Affiliate of the
Company. Incentive Stock Options may be granted


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only to employees of the Company or a Parent or Subsidiary of the Company. The
Administrator in its sole discretion shall select the recipients of Options
("Optionees"). An Optionee may be granted more than one Option under this Plan.
The Company may also, from time to time, assume outstanding options granted by
another company, whether in connection with an acquisition of such other company
or otherwise, by either (a) granting an Option under this Plan in replacement of
the option assumed by the Company, or (b) treating the assumed option as if it
had been granted under this Plan if the terms of such assumed option could be
applied to an Option granted under this Plan. Such assumption shall be
permissible if the holder of the assumed option would have been eligible to be
granted an Option hereunder if the other company had applied the rules of this
Plan to such grant.

5.       TERMS AND CONDITIONS OF OPTIONS.

         5.1 OPTION GRANT. Each option granted under the Plan shall be evidenced
by a written stock option grant (the "Option") Each such agreement shall
designate the option thereby granted as a Common Stock option. Each such Option
shall be subject to the terms and conditions set forth in this Section 5, and to
such other terms and conditions not inconsistent herewith as the Administrator
may deem appropriate in each case.

         5.2 DATE OF OPTION. The date of grant of an Option shall be the date on
which the Administrator makes the determination to grant such Option unless
otherwise specified by the Administrator. The Option representing the Option
will be delivered to Optionee with a copy of this Plan within a reasonable time
after the granting of the Option.

         5.3 EXERCISE PRICE. The exercise price of an Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the Shares on the
date the Option is granted. The exercise price of a Nonqualified Stock Option
granted prior to the Company's Common Stock is listed or approved for listing
on the Nasdaq National Market shall not be less than 85% of the Fair Market
Value of the Shares on the date the Option is granted. The exercise price of
any Incentive Stock Option granted to a person owning more than 10% of the
total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary of the Company ("Ten Percent Shareholder") shall not be
less than 110% of the Fair Market Value of the Shares on the date the Option
is granted. For purposes of this Section 5.3, in determining stock ownership,
an Optionee shall be considered as owning the voting capital stock owned,
directly or indirectly, by or for his brothers and sisters, spouse, ancestors
and lineal descendants. Voting capital 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, as applicable. Common Stock with respect to which any such
Optionee holds an Option shall not be counted. Additionally, for purposes of
this Section 5.3, outstanding capital stock shall include all capital stock
actually issued and outstanding immediately after the grant of the Option to
the Optionee. Outstanding capital stock shall

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not include capital stock authorized for issue under outstanding Options held by
the Optionee or by any other person.

         5.4 EXERCISE PERIOD. Subject to the limitations set forth herein,
Options shall be exercisable within the times or upon the events determined by
the Administrator as set forth in the Option. No Option shall be exercisable
after the expiration of ten (10) years from the date the Option is granted.

         5.5 OPTIONS NON-TRANSFERABLE. Except as otherwise determined by the
Administrator and expressly set forth in the Option agreement, options granted
under this Plan, and any interest therein, shall not be transferable or
assignable by Optionee, and may not be made subject to execution, attachment or
similar process, otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title 1 of the Employee Retirement Income Security Act, or the rules
thereunder, and shall be exercisable during the lifetime of the Optionee only by
Optionee.

         5.6 ASSUMED OPTIONS. In the event the Company assumes an option granted
by another company, the exercise price and the number and nature of shares
issuable upon exercise, of such assumed option will be adjusted appropriately
pursuant to the Code. In the event the Company elects to grant a new option
rather than assuming an existing option (as specified in Section 4), such new
option need not be granted at Fair Market Value on the date of grant and may
instead be granted with a similarly adjusted exercise price.

6.       EXERCISE OF OPTIONS.

         6.1 NOTICE. Options may be exercised only by delivery to the Company of
a written stock option exercise agreement (the "Exercise Agreement") in a form
approved by the Administrator (which need not be the same for each Optionee),
stating the number of Shares being purchased, the restrictions imposed on the
Shares, if any, and such representations and agreements regarding Optionee's
investment intent and access to information, if any, as may be required by the
Company to comply with applicable securities laws, together with payment in full
of the exercise price for the number of shares being purchased.

         6.2 PAYMENT. Payment for the Shares may be made in cash (by check) or,
where approved by the Administrator in its sole discretion and where permitted
by law: (a) by cancellation of indebtedness of the Company to the Optionee; (b)
by surrender of shares of common stock of the Company having a Fair Market Value
equal to the applicable exercise price of the Option that have been owned by
Optionee for more than six (6) months (and which have been paid for within the
meaning of the Securities and Exchange Commission ("SEC") Rule 144 and, if such
Shares were purchased from the


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Company by use of a promissory note, such note has been fully paid with respect
to such shares), or were obtained by Optionee in the open public market; (c) by
waiver of compensation due or accrued to Optionee for services rendered; (d)
provided that a public market for the Company's stock exists, through a "same
day sale" commitment from Optionee and a broker-dealer that is a member of the
National Association of Securities Dealers (an "NASD Dealer") whereby Optionee
irrevocable elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the exercise price and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the exercise price directly to
the Company; (e) provided that a public market for the Company's stock exists,
through a "margin commitment from Optionee and an NASD Dealer whereby Optionee
irrevocable elects to exercise the Option and to pledge the Shares so purchased
to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the exercise price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; or (f) by any combination of the foregoing.

         6.3 WITHHOLDING TAXES. Prior to issuance of the Shares upon exercise of
an Option, Optionee shall pay or make adequate provision for any federal or
state withholding obligations of the Company, if applicable. Where approved by
the Administrator in its sole discretion, Optionee may provide for payment of
withholding taxes upon exercise of the Option by requesting that the Company
retain Shares with a Fair Market Value equal to the amount of taxes the
Administrator determines is, in its discretion, required to be withheld. In such
case, the Company shall issue the net number of Shares to Optionee by deducting
the Shares retained from the Shares exercised.

         6.4 LIMITATIONS ON EXERCISE. Notwithstanding the exercise periods set
forth in the Option, exercise of an Option shall always be subject to the
following:

                  6.4.1 If Optionee ceases to be employed by the Company or any
Parent or Subsidiary of the Company for any reason except death or disability,
Optionee may exercise such Optionee's ISOs to the extent (and only to the
extent) that they would have been exercisable upon the date of termination,
within ninety (90) days after the date of termination (or such shorter time
period as may be specified in the Option);

                  6.4.2 If Optionee's employment with the Company or any Parent
or Subsidiary or Affiliate of the Company is terminated because of the death of
Optionee or disability (as defined in Section 22 (e) (3) of the Code) of
Optionee, Optionee's Options may be exercised to the extent (and only to the
extent) that they would have been exercisable by Optionee on the date of
termination, by Optionee (or Optionee's legal representative) within one year
after the date of termination (or such shorter time period as may be specified
in the Option), but in any event no later than the expiration date of the
Options.


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7.       SECURITIES LAW REQUIREMENTS.

         No shares of Common Stock shall be issued upon the exercise of any
option unless and until counsel for the Company determines that:

         (a)      the company and the Optionee have satisfied all applicable
                  requirements under the Securities Act of 1933 and the
                  Securities Exchange Act of 1934;

         (b)      any applicable listing requirement of any stock exchange on
                  which the Company's Common Stock is listed has been satisfied;
                  and

         (c)      all other applicable provisions of state and federal law have
                  been satisfied.

8.       RESTRICTIONS ON SHARES.

         At the discretion of the Committee, the Company may reserve to itself
and/or its assignee(s) in the Grant a right to repurchase a portion of or all
Shares held by an Optionee upon Optionee's termination of employment or service
with the Company, or a Parent, Subsidiary or Affiliate of the Company for any
reason, within a specified time as determined by the Committee at the time of
grant, at Optionee's original purchase price, the Fair Market Value of such
Shares or a price determined by a formula or other provision set forth in the
Grant.

9.       MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.

         The Administrator shall have the power to accelerate the exercise date
or schedule of any outstanding Option, or to otherwise modify, extend or renew
outstanding Options and to authorize the grant of new Options in substitution
therefor, PROVIDED that any such action may not, without the written consent of
Optionee, impair any rights under any Option previously granted. The
Administrator shall have the power to reduce the exercise price of outstanding
Options without the consent of Optionees by a written notice to the Optionees
affected; PROVIDED, HOWEVER, that the exercise price per Share may not be
reduced below the minimum exercise price that would be permitted under Section
5.3 of this Plan for Options granted on the date the action is taken to reduce
the exercise price.

10.      STOCK OWNERSHIP; FINANCIAL STATEMENTS.

         Notwithstanding any other provisions of the Plan and except as provided
in this Section 10, no Optionee shall have any of the rights of a shareholder
(including the right to vote and receive dividends) of the Company, by reason of
the provisions of this Plan or any action taken hereunder, until the date such
Optionee shall both have paid the exercise price for the Common Stock and shall
have been issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) the stock
certificate evidencing such shares. No adjustment shall be made for


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dividends or distributions or other rights for which the record date is prior to
such date, except as provided in this Plan. However, the Company shall
provide to each Optionee, during the period for which such Optionee has one
or more Options outstanding, copies of the financial statements of the
Company, consisting of, at a minimum, a balance sheet and an income
statement, at such time after the close of each fiscal year of the Company as
such statements are released by the Company to its shareholders. The Company
shall not be required to provide such information to key employee's whose
duties in connection with the Company assume their access to equivalent
information.

11.      NO OBLIGATION TO EMPLOY.

         Nothing in this Plan or any Option granted under this Plan shall confer
on any Optionee any right to continue in the employ of, or other relationship
with, the Company or any Parent, Subsidiary or Affiliate of the Company, nor
limit or otherwise impair the right of the Company, or any Parent, Subsidiary or
Affiliate of the Company to terminate Optionee's employment or other
relationship at any time, with or without cause.

12.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR CHANGE IN CONTROL.

         12.1 CHANGES IN CAPITALIZATION. Subject to any required action by the
Company's shareholders, the number of Shares of Common Stock covered by this
Plan as provided in Section 2, the number of Shares covered by each outstanding
Option granted hereunder and the exercise price thereof shall be proportionately
adjusted for any increase or decrease in the number of shares of Common Stock
resulting from a stock split, reverse stock split, recapitalization, combination
or reclassification of the shares or the payment of a stock dividend (but only
on the Common Stock) or any other increase or decrease in the number of such
outstanding shares of Common Stock effected without the receipt of consideration
by the Company; provided, however, that the conversion of any convertible
securities of the Company shall not be deemed to have been "effected without
receipt of consideration".

         12.2 EFFECT OF TRIGGERING EVENT.  In the event of a Triggering Event
each option granted hereunder shall be assumed or an equivalent option
substituted by the successor entity (including as a "successor" any purchaser
of substantially all of the assets of the Company) or a parent or subsidiary
of the successor entity. In the event that the successor does not assume or
substitute for the Option, the Optionee shall have the right to exercise the
Option as to 100% of the shares of Common Stock covered by the Option,
including shares as to which it would not otherwise be exercisable. If an
Option is exercisable in lieu of assumption or substitution in the event of a
merger, sale of assets or other transaction, the Administrator shall notify
the Optionee that the Option shall be fully exercisable for a period of at
least 20 days from the date of such notice, and the Option shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option shall


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be considered assumed if, following the merger, sale of assets, or other
transaction, the Option confers the right to purchase or receive, for each share
of Common Stock subject to the Option immediately prior to the merger, sale of
assets, or other transaction, the consideration (whether stock, cash, or other
securities or property) received in such transaction by holders of Common Stock
for each share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received was not solely common stock of the successor entity
or its parent entity, the Option shall also be deemed assumed if the
Administrator, with the consent of the successor corporation, provides for the
consideration to be received upon the exercise of the Option, for each share of
Common Stock subject to the Option, to be solely common stock of the successor
entity or its parent entity equal in fair market value to the per share
consideration received by holders of Common Stock in the merger, sale of assets
or other transaction.

         12.3 EXPIRATION. In the event the Company is ceasing to exist as a
separate corporate entity, then notwithstanding any contrary terms in the
Option, each of the Options granted hereunder shall expire on a date at least 20
days after the Board gives written notice to Optionees, specifying the terms and
conditions of such termination.

13.      ADOPTION AND SHAREHOLDER APPROVAL.

         This Plan shall become effective on the date that it is adopted by the
Board of the Company. This Plan shall be approved by the shareholders of the
Company, in any manner permitted by applicable corporate law, within twelve
months before or after the date this Plan is adopted by the Board. Upon the
effective date of the Plan, the Board may grant Options pursuant to this Plan;
PROVIDED that, in the event that shareholder approval is not obtained within the
time period provided herein, all Options granted hereunder shall terminate. No
Option that is issued as a result of any increase in the number of shares
authorized to be issued under this Plan shall be exercised prior to the time
such increase has been approved by the shareholders of the Company and all such
Options granted pursuant to such increase shall similarly terminate if such
Shareholder approval is not obtained.

14.      TERM OF PLAN AND GOVERNING LAW.

         Options may be granted pursuant to this Plan from time to time within a
period of ten (10) years after the date on which this Plan is adopted by the
Board. This Plan and the Options granted pursuant hereto shall be governed by
California law, except for that body of law pertaining to conflict of laws.


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15.      AMENDMENT OR TERMINATION OF PLAN.

         The Board may terminate the Plan or amend the Plan from time to time in
such respects as the Board may deem advisable, except that, without the approval
of the Company's shareholders in compliance with the requirements of applicable
law, no such revision or amendment shall amend this Plan in any manner that
requires shareholder approval pursuant to the Code or the regulations
promulgated thereunder as such provisions apply to Incentive Stock Option plans,
without obtaining such shareholder approval.

16.      RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the Plan.

17.      EFFECTIVE DATE. This Plan was adopted by the Board of Directors of the
Company on November 1, 1993, and shall be effective on said date, provided
the Plan is approved within twelve (12) months of said date by the
shareholders of the Company in accordance with the requirements of the Code
and other applicable law. Options may be granted, but may not be exercised,
prior to the date of such shareholder approval.

18.      CERTAIN DEFINITIONS. As used in this Plan, the following terms shall
have the following meanings:

         18.1 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if, at the time of the
granting of the Option, each of such corporations other than the Company owns
stock possession 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

         18.2 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

         18.3 "Affiliate" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.


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         18.4     "Fair Market Value" shall mean the fair market value of the
Shares as determined by the Administrator from time to time in good faith. If a
public market exists for the Shares, the Fair Market Value shall be the average
of the last reported bid and asked prices for common stock of the Company on the
last trading day prior to the date of determination (or the average closing
price over the number of consecutive working days preceding the date of
determination as the Administrator shall deem appropriate) or, in the event the
common stock of the Company is listed on a stock exchange or on the Nasdaq
National Market System, the Fair Market Value shall be the closing price on such
exchange or quotation system on the last trading day prior to the date of
determination (or the average closing price over the number of consecutive
working days preceding the date of determination as the Administrator shall deem
appropriate).

         18.5     "Triggering Event" shall mean the occurrence of any of the
following:

                  (i) any person or entity acquires ownership or control,
directly or indirectly, of securities of the Company (or a successor to the
Company) representing fifty percent (50%) or more of the combined voting power
of the then outstanding securities of the Company or such successor; and

                  (ii) (a) a sale or disposition of assets of the Company
involving all or substantially all of the assets of the Company; (b) any
merger or reorganization of the Company or other transaction pursuant to
which all of the shareholders of the Company immediately prior to the
transaction, hold (immediately after the transaction) less than fifty percent
(50%) of the combined voting power of the Company or any successor Company;
and (c) any other event or transaction which the Board determines, in its
discretion, would materially alter the structure, ownership or control of the
Company.


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