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                                                                     EXHIBIT 4.4

                            FIRSTSENSE SOFTWARE, INC.
                            1997 STOCK INCENTIVE PLAN


1.       PURPOSE

                  The purpose of this 1997 Stock Incentive Plan (the "Plan") of
         FirstSense Software, Inc., a Delaware corporation (the "Company"), is
         to advance the interests of the Company's stockholders by enhancing the
         Company's ability to attract, retain and motivate persons who make (or
         are expected to make) important contributions to the Company by
         providing such persons with equity ownership opportunities and
         performance-based incentives and thereby better aligning the interests
         of such persons with those of the Company's stockholders. Except where
         the context otherwise requires, the term "Company" shall include any
         present or future subsidiary corporations of FirstSense Software, Inc.,
         as defined in Section 424(f) of the Internal Revenue Code of 1986, as
         amended, and any regulations promulgated thereunder (the "Code").

         2.       ELIGIBILITY

                  All of the Company's employees, officers, directors,
         consultants and advisors are eligible to be granted options, restricted
         stock, or other stock-based awards (each, an "Award") under the Plan.
         Any person who has been granted an Award under the Plan shall be deemed
         a "Participant."

         3.       ADMINISTRATION, DELEGATION

                  (a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be
         administered by the Board of Directors of the Company (the "Board").
         The Board shall have authority to grant Awards and to adopt, amend and
         repeal such administrative rules, guidelines and practices relating to
         the Plan as it shall deem advisable. The Board may correct any defect,
         supply any omission or reconcile any inconsistency in the Plan or any
         Award in the manner and to the extent it shall deem expedient to carry
         the Plan into effect and it shall be the sole and final judge of such
         expediency. All decisions by the Board shall be made in the Board's
         sole discretion and shall be final and binding on all persons having or
         claiming any interest in the Plan or in any Award. No director or
         person acting pursuant to the authority delegated by the Board shall be
         liable for any action or determination relating to or under the Plan
         made in good faith.

                  (b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted
         by applicable law, the Board may delegate to one or more executive
         officers of the Company the power to make Awards and exercise such
         other powers under the Plan as the Board may determine, provided that
         the Board shall fix the maximum number of shares subject to Awards and
         the maximum number of shares for any one Participant to be made by such
         executive officers.

                  (c) APPOINTMENT OF COMMITTEES. To the extent permitted by
         applicable law, the Board may delegate any or all of its powers under
         the Plan to one or more committees

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         or subcommittees of the Board (a "Committee"). If and when the common
         stock, $0.01 par value per share, of the Company (the "Common Stock")
         is registered under the Securities Exchange Act of 1934 (the "Exchange
         Act"), the Board shall appoint one such Committee of not less than two
         members, each member of which shall be an "outside director" within the
         meaning of Section 162(m) of the Code and a "non-employee director" as
         defined in Rule 16b-3 promulgated under the Exchange Act." All
         references in the Plan to the "Board" shall mean the Board or a
         Committee of the Board or the executive officer referred to in Section
         3(b) to the extent that the Board's powers or authority under the Plan
         have been delegated to such Committee or executive officer.

         4.       STOCK AVAILABLE FOR AWARDS

                  (a)      NUMBER OF SHARES. Subject to adjustment under Section
         4(b), Awards may be made under the Plan for up to 1,000,000 shares of
         Common Stock. If any Award expires or is terminated, surrendered or
         canceled without having been fully exercised or is forfeited in whole
         or in part or results in any Common Stock not being issued, the unused
         Common Stock covered by such Award shall again be available for the
         grant of Awards under the Plan, subject, however, in the case of
         Incentive Stock Options (as hereinafter defined), to any limitation
         required under the Code. Shares issued under the Plan may consist in
         whole or in part of authorized but unissued shares or treasury shares.

                  (b) PER-PARTICIPANT LIMIT. Subject to adjustment under Section
         4(c), for Awards granted after the Common Stock is registered under the
         Exchange Act, the maximum number of shares with respect to which an
         Award may be granted to any Participant under the plan shall be 500,000
         per calendar year. The per-participant limit described in this Section
         4(b) shall be construed and applied consistently with Section 162(m) of
         the Code.

                  (c) ADJUSTMENT TO COMMON STOCK. In the event of any stock
         split, stock dividend, recapitalization, reorganization, merger,
         consolidation, combination, exchange of shares, liquidation, spin-off
         or other similar change in capitalization or event, or any distribution
         to holders of Common Stock other than a normal cash dividend, (i) the
         number and class of securities available under this Plan, (ii) the
         number and class of security and exercise price per share subject to
         each outstanding Option, (iii) the repurchase price per security
         subject to each outstanding Restricted Stock Award, and (iv) the terms
         of each other outstanding stock-based Award shall be appropriately
         adjusted by the Company (or substituted Awards may be made, if
         applicable) to the extent the Board shall determine, in good faith,
         that such an adjustment (or substitution) is necessary and appropriate.
         If this Section 4(c) applies and Section 8(e)(1) also applies to any
         event, Section 8(e)(1) shall be applicable to such event, and this
         Section 4(c) shall not be applicable.

         5.       STOCK OPTIONS

                 (a)      GENERAL. The Board may grant options to purchase
         Common Stock (each, an "Option") and determine the number of shares of
         Common Stock to be covered by each Option, the exercise price of each
         Option and the conditions and limitations applicable to the exercise of
         each Option, including conditions relating to applicable federal or
         state securities laws, as it considers necessary or advisable. An
         Option which

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         is not intended to be an Incentive Stock Option (as hereinafter
         defined) shall be designated a "Nonstatutory Stock Option."

                  (b) INCENTIVE STOCK OPTIONS. An Option that the Board intends
         to be an "incentive stock option" as defined in Section 422 of the Code
         (an "Incentive Stock Option") shall only be granted to employees of the
         Company and shall be subject to and shall be construed consistently
         with the requirements of Section 422 of the Code. The Company shall
         have no liability to a Participant, or any other party, if an Option
         (or any part thereof) which is intended to be an Incentive Stock Option
         is not an Incentive Stock Option.

                  (c) EXERCISE PRICE. The Board shall establish the exercise
         price at the time each Option is granted and specify it in the
         applicable option agreement.

                  (d) DURATION OF OPTIONS. Each Option shall be exercisable at
         such times and subject to such terms and conditions as the Board may
         specify in the applicable option agreement.

                  (e) EXERCISE OF OPTION. Options may be exercised only by
         delivery to the Company of a written notice of exercise signed by the
         proper person together with payment in full as specified in Section
         5(f) for the number of shares for which the Option is exercised.

                  (f) PAYMENT UPON EXERCISE.  Common Stock purchased upon the
         exercise of an Option granted under the Plan shall be paid for as
         follows:

                           (1) in cash or by check, payable to the order of the
         Company;

                           (2) except as the Board may otherwise provide in an
         Option Agreement, delivery of an irrevocable and unconditional
         undertaking by a creditworthy broker to deliver promptly to the Company
         sufficient funds to pay the exercise price, or delivery by the
         Participant to the Company of a copy of irrevocable and unconditional
         instructions to a creditworthy broker to deliver promptly to the
         Company cash or a check sufficient to pay the exercise price;

                           (3) to the extent permitted by the Board and
         explicitly provided in an Option Agreement (i) by delivery of shares of
         Common Stock owned by the Participant valued at their fair market value
         as determined by the Board in good faith ("Fair Market Value"), which
         Common Stock was owned by the Participant at least six months prior to
         such delivery, (ii) by delivery of a promissory note of the Participant
         to the Company on terms determined by the Board, or (iii) by payment of
         such other lawful consideration as the Board may determine; or

                           (4) any combination of the above permitted forms of
         payment.

         6.       RESTRICTED STOCK

                  (a) GRANTS. The Board may grant Awards entitling recipients to
         acquire shares of Common Stock, subject to the right of the Company to
         repurchase all or part of such

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         shares at their issue price or other stated or formula price (or to
         require forfeiture of such shares if issued at no cost) from the
         recipient in the event that conditions specified by the Board in the
         applicable Award are not satisfied prior to the end of the applicable
         restriction period or periods established by the Board for such Award
         (each, "Restricted Stock Award").

                  (b) TERMS AND CONDITIONS. The Board shall determine the terms
         and conditions of any such Restricted Stock Award, including the
         conditions for repurchase (or forfeiture) and the issue price, if any.
         Any stock certificates issued in respect of a Restricted Stock Award
         shall be registered in the name of the Participant and, unless
         otherwise determined by the Board, deposited by the Participant,
         together with a stock power endorsed in blank, with the Company (or its
         designee). At the expiration of the applicable restriction periods, the
         Company (or such designee) shall deliver the certificates no longer
         subject to such restrictions to the Participant or if the Participant
         has died, to the beneficiary designated, in a manner determined by the
         Board, by a Participant to receive amounts due or exercise rights of
         the Participant in the event of the Participant's death (the
         "Designated Beneficiary"). In the absence of an effective designation
         by a Participant, Designated Beneficiary shall mean the Participant's
         estate.

         7.       OTHER STOCK-BASED AWARDS

                  The Board shall have the right to grant other Awards based
         upon the Common Stock having such terms and conditions as the Board may
         determine, including the grant of shares based upon certain conditions,
         the grant of securities convertible into Common Stock and the grant of
         stock appreciation rights.

         8.       GENERAL PROVISIONS APPLICABLE TO AWARDS

                  (a) TRANSFERABILITY OF AWARDS. Except as the Board may
         otherwise determine or provide in an Award, Awards shall not be sold,
         assigned, transferred, pledged or otherwise encumbered by the person to
         whom they are granted, either voluntarily or by operation of law,
         except by will or the laws of descent and distribution, and, during the
         life of the Participant, shall be exercisable only by the Participant.
         References to a Participant, to the extent relevant in the context,
         shall include references to authorized transferees.

                  (b) DOCUMENTATION. Each Award under the Plan shall be
         evidenced by a written instrument in such form as the Board shall
         determine. Each Award may contain terms and conditions in addition to
         those set forth in the Plan.

                  (c) BOARD DISCRETION. Except as otherwise provided by the
         Plan, each type of Award may be made alone or in addition or in
         relation to any other type of Award. The terms of each type of Award
         need not be identical, and the Board need not treat Participants
         uniformly.

                  (d) TERMINATION OF STATUS. The Board shall determine the
         effect on an Award of the disability, death, retirement, authorized
         leave of absence or other change in the employment or other status of a
         Participant and the extent to which, and the period during

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         which, the Participant, the Participant's legal representative,
         conservator, guardian or Designated Beneficiary may exercise rights
         under the Award.

                  (e) ACQUISITION EVENTS

                           (1)      CONSEQUENCES OF ACQUISITION EVENTS. Upon the
         occurrence of an Acquisition Event (as defined below), or the execution
         by the Company of any agreement with respect to an Acquisition Event,
         the Board shall take any one or more of the following actions with
         respect to then outstanding Awards: (i) provide that outstanding
         Options shall be assumed, or equivalent Options shall be substituted,
         by the acquiring or succeeding corporation (or an affiliate thereof),
         provided that any such Options substituted for Incentive Stock Options
         shall satisfy, in the determination of the Board, the requirements of
         Section 424(a) of the Code; (ii) upon written notice to the
         Participants, provide that all then unexercised Options will become
         exercisable in full as of a specified time (the "Acceleration Time")
         prior to the Acquisition Event and will terminate immediately prior to
         the consummation of such Acquisition Event, except to the extent
         exercised by the Participants between the Acceleration Time and the
         consummation of such Acquisition Event; (iii) in the event of an
         Acquisition Event under the terms of which holders of Common Stock will
         receive upon consummation thereof a cash payment for each share of
         Common Stock surrendered pursuant to such Acquisition Event (the
         "Acquisition Price"), provide that all outstanding Options shall
         terminate upon consummation of such Acquisition Event and each
         Participant shall receive, in exchange therefor, a cash payment equal
         to the amount (if any) by which (A) the Acquisition Price multiplied by
         the number of shares of Common Stock subject to such outstanding
         Options (whether or not then exercisable), exceeds (B) the aggregate
         exercise price of such Options; (iv) provide that all Restricted Stock
         Awards then outstanding shall become free of all restrictions prior to
         the consummation of the Acquisition Event; and (v) provide that any
         other stock-based Awards outstanding (A) shall become exercisable,
         realizable or vested in full, or shall be free of all conditions or
         restrictions, as applicable to each such Award, prior to the
         consummation of the Acquisition Event, or (B), if applicable, shall be
         assumed, or equivalent Awards shall be substituted, by the acquiring or
         succeeding corporation (or an affiliate thereof).

                  An "Acquisition Event" shall mean: (a) any merger or
         consolidation which results in the voting securities of the Company
         outstanding immediately prior thereto representing immediately
         thereafter (either by remaining outstanding or by being converted into
         voting securities of the surviving or acquiring entity) less than 50%
         of the combined voting power of the voting securities of the Company or
         such surviving or acquiring entity outstanding immediately after such
         merger or consolidation; (b) any sale of all or substantially all of
         the assets of the Company; or (c) the complete liquidation of the
         Company.

                           (2) ASSUMPTION OF OPTIONS UPON CERTAIN EVENTS. The
         Board may grant Awards under the Plan in substitution for stock and
         stock-based awards held by employees of another corporation who become
         employees of the Company as a result of a merger or consolidation of
         the employing corporation with the Company or the acquisition by the
         Company of property or stock of the employing corporation. The
         substitute Awards shall be granted on such terms and conditions as the
         Board considers appropriate in the circumstances.

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                  (f) WITHHOLDING. Each Participant shall pay to the Company, or
         make provision satisfactory to the Board for payment of, any taxes
         required by law to be withheld in connection with Awards to such
         Participant no later than the date of the event creating the tax
         liability. The Board may allow Participants to satisfy such tax
         obligations in whole or in part in shares of Common Stock, including
         shares retained from the Award creating the tax obligation, valued at
         their Fair Market Value. The Company may, to the extent permitted by
         law, deduct any such tax obligations from any payment of any kind
         otherwise due to a Participant.

                  (g) AMENDMENT OF AWARD. The Board may amend, modify or
         terminate any outstanding Award, including but not limited to,
         substituting therefor another Award of the same or a different type,
         changing the date of exercise or realization, and converting an
         Incentive Stock Option to a Nonstatutory Stock Option, provided that
         the Participant's consent to such action shall be required unless the
         Board determines that the action, taking into account any related
         action, would not materially and adversely affect the Participant.

                  (h) CONDITIONS ON DELIVERY OF STOCK. The Company will not be
         obligated to deliver any shares of Common Stock pursuant to the Plan or
         to remove restrictions from shares previously delivered under the Plan
         until (i) all conditions of the Award have been met or removed to the
         satisfaction of the Company, (ii) in the opinion of the Company's
         counsel, all other legal matters in connection with the issuance and
         delivery of such shares have been satisfied, including any applicable
         securities laws and any applicable stock exchange or stock market rules
         and regulations, and (iii) the Participant has executed and delivered
         to the Company such representations or agreements as the Company may
         consider appropriate to satisfy the requirements of any applicable
         laws, rules or regulations.

                  (i) ACCELERATION. The Board may at any time provide that any
         Options shall become immediately exercisable in full or in part, that
         any Restricted Stock Awards shall be free of all restrictions or that
         any other stock-based Awards may become exercisable in full or in part
         or free of some or all restrictions or conditions, or otherwise
         realizable in full or in part, as the case may be.

         9.       MISCELLANEOUS

                  (a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall
         have any claim or right to be granted an Award, and the grant of an
         Award shall not be construed as giving a Participant the right to
         continued employment or any other relationship with the Company. The
         Company expressly reserves the right at any time to dismiss or
         otherwise terminate its relationship with a Participant free from any
         liability or claim under the Plan, except as expressly provided in the
         applicable Award.

                  (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
         applicable Award, no Participant or Designated Beneficiary shall have
         any rights as a stockholder with respect to any shares of Common Stock
         to be distributed with respect to an Award until becoming the record
         holder of such shares.

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                  (c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become
         effective on the date on which it is adopted by the Board, but no Award
         granted to a Participant designated as subject to Section 162(m) by the
         Board shall become exercisable, vested or realizable, as applicable to
         such Award, unless and until the Plan has been approved by the
         Company's stockholders. No Awards shall be granted under the Plan after
         the completion of ten years from the earlier of (i) the date on which
         the Plan was adopted by the Board or (ii) the date the Plan was
         approved by the Company's stockholders, but Awards previously granted
         may extend beyond that date.

                  (d) AMENDMENT OF PLAN. The Board may amend, suspend or
         terminate the Plan or any portion thereof at any time, provided that no
         Award granted to a Participant designated as subject to Section 162(m)
         by the Board after the date of such amendment shall become exercisable,
         realizable or vested, as applicable to such Award (to the extent that
         such amendment to the Plan was required to grant such Award to a
         particular Participant), unless and until such amendment shall have
         been approved by the Company's stockholders.

                  (e) STOCKHOLDER APPROVAL. For purposes of this Plan,
         stockholder approval shall mean approval by a vote of the stockholders
         in accordance with the requirements of Section 162(m) of the Code.

                  (f) GOVERNING LAW. The provisions of the Plan and all Awards
         made hereunder shall be governed by and interpreted in accordance with
         the laws of the State of Delaware, without regard to any applicable
         conflicts of law.