EXHIBIT 10.24






                              1MAGE SOFTWARE, INC.
                              EQUITY INCENTIVE PLAN
                           AS AMENDED JANUARY 3, 2001


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                                TABLE OF CONTENTS


1.  Purpose..................................................................2
2.  General Provisions.......................................................2
3.  Eligibility..............................................................3
4.  Number of Shares Subject to Plan.........................................3
5.  Stock Options............................................................3
6.  Stock Appreciation Rights................................................6
7.  Restricted Stock.........................................................8
8.  Capital Adjustments......................................................8
9.  Nontransferability.......................................................9
10. Amendment, Suspension, or Termination of Plan............................9
11. Effective Date...........................................................9
12. Termination Date.........................................................9
13. Resale of Shares Purchased..............................................10
14. Acceleration of Rights and Options......................................10
15. Written Notice Required; Tax Withholding................................10
16. Compliance with Securities Laws.........................................11
17. Waiver of Vesting Restrictions by Committee.............................11
18. Reports to Participants.................................................11
19. No Employee Contract....................................................11


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                              1MAGE SOFTWARE, INC.
                              EQUITY INCENTIVE PLAN
                           AS AMENDED JANUARY 3, 2001

        1. PURPOSE. 1mage Software, Inc. (the "Company") hereby establishes its
Equity Incentive Plan (the "Plan"). The purpose of the Plan is to advance the
interests of the Company and its stockholders by providing a means by which the
Company shall be able to attract and retain competent officers and directors by
providing them with an opportunity to participate in the increased value of the
Company which their effort, initiative, and skill have helped produce.

        2. GENERAL PROVISIONS.

             (a) The Plan will be administered by the Compensation Committee
of the Board of Directors of the Company (the "Committee"). The Committee shall
be comprised of two or more directors designated by the Board of Directors (the
"Board") and the Committee members shall qualify as "Non-Employee Directors"
within the meaning of Securities Exchange Act Rule 16b-3. (In the event Rule
16b-3 is amended, modified or repealed, the requirements for being a member of
the Committee shall reflect the then current requirements of Rule 16b-3 or
successor rule, if any.) Committee members are not required to be "outside
directors" within the meaning of Treasury Regulation ss. 1.162-27(e)(3).
Accordingly, options granted under the Plan may not qualify for the "qualified
performance based compensation" exception to Internal Revenue Code ss. 162(m).
Notwithstanding the foregoing, if it would be consistent with all applicable
laws, including without limitation Rule 16b-3, then the Plan may be administered
by the Board of Directors, and if so administered all subsequent references to
the Committee shall be read as referring to the Board of Directors.

             (b) The Committee shall have full power to construe and
interpret the Plan and to establish and amend rules and regulations for its
administration. Any action of the Committee with respect to the Plan shall be
taken by majority vote or by the unanimous written consent of the Committee
members.

             (c) The Committee shall determine, in its sole discretion,
which participants under the Plan shall be granted restricted stock, stock
options or stock appreciation rights, the time or times at which stock, options
and rights are granted, as well as the number of shares and the duration of the
options or rights which are granted to participants; provided, however, that no
participant may be granted more than 500,000 options under the Plan.

             (d) The Committee shall also determine any other terms and
conditions relating to restricted stock, options and rights granted under the
Plan as the Committee may prescribe, in its sole discretion.


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             (e) The Committee may, in its discretion, delegate its
administrative duties with respect to the Plan to an officer or employees, or to
a committee composed of officers or employees, of the Company.

             (f) The Committee shall make all other determinations and take
all other actions which it deems necessary or advisable for the administration
of the Plan.

             (g) All decisions, determinations and interpretations made by
the Committee shall be binding and conclusive on all participants in the Plan
and on their legal representatives, heirs and beneficiaries.

             (h) The Board of Directors (with members of the Committee
abstaining) shall have the authority to make grants under this Plan to members
of the Committee or the Board may create a formula by which grants will
automatically be made to members of the Committee. The Committee shall have the
authority to make grants hereunder to members of the Board other than Committee
members and may also establish a formula by which grants will automatically be
made to Board members.

        3. ELIGIBILITY. Officers and directors of the Company shall be eligible
to participate in the Plan and to receive restricted stock, options and rights
hereunder, provided, however, that Incentive Stock Options may only be granted
to officers and directors who are employees of the Company or its subsidiaries
at all times during the period beginning on the date of granting of the option
and ending on the day three months before the date of exercise.

        4. NUMBER OF SHARES SUBJECT TO PLAN. The aggregate number of shares of
the Company's $.004 par value Common Stock which may be granted to participants
shall be 1,000,000 shares, subject to adjustment only as provided in Sections
5(h) and 8 hereof. These shares may consist of shares of the Company's
authorized but unissued Common Stock or shares of the Company's authorized and
issued Common Stock reacquired by the Company and held in its treasury or any
combination thereof. If an option granted under this Plan is surrendered, or for
any other reason ceases to be exercisable in whole or in part, the shares as to
which the option ceases to be exercisable shall be available for options to be
granted to the same or other participants under the Plan, except to the extent
that an option is deemed surrendered by the exercise of a tandem stock
appreciation right and that right is paid by the Company in stock, in which
event the shares issued in satisfaction of the right shall not be available for
new options or rights under the Plan.

        5. STOCK OPTIONS.

             (a) TYPE OF OPTIONS. Options granted may be either Nonqualified
Stock Options or Incentive Stock Options as determined by the Committee in its
sole discretion and as reflected in the Notice of Grant issued by the Committee.
"Incentive Stock Option" means an option intended to qualify as an incentive
stock option within the meaning of ss. 422 of the


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Internal Revenue Code of 1986 (the "Code"). "Nonqualified Stock Option" means an
option not intended to qualify as an Incentive Stock Option or an Incentive
Stock Option which is converted to a Nonqualified Stock Option under Section
5(f) hereof.

             (b) OPTION PRICE. The price at which options may be granted
under the Plan shall be determined by the Committee at the time of grant as
follows:

                   (i) For Incentive Stock Options the option price shall be
equal to 100% of the Fair Market Value of the stock on the date the option is
granted; provided, however, that for Incentive Stock Options granted to any
person who, at the time such option is granted, owns (as defined in ss. 422 of
the Code) shares possessing more than 10% of the total combined voting power of
all classes of shares of the Company or its parent or subsidiary corporation,
the Option Price shall be 110% of the Fair Market Value.

                   (ii) For Nonqualified Stock Options the option price may be
less than the Fair Market Value of the stock on the date of grant, but in no
event shall the option price be less than fifty percent (50%) of the Fair Market
Value of the stock on the date of the grant.

                   (iii) For purposes of this Plan, and except as otherwise
set forth herein, "Fair Market Value" shall mean: (a) if there is an established
market for the Company's Common Stock on a stock exchange, in an over-the-
counter market or otherwise, the closing price on the date of grant, or (b) as
otherwise specified by the Committee. In the case of automatic grants to
Committee members, the Fair Market Value shall be the closing price on the date
of grant.

             (c) EXERCISE OF OPTION. The right to purchase shares covered by
any option or options under this Plan shall be exercisable only in accordance
with the terms and conditions of the grant to the participant. Such terms and
conditions may include a time period or schedule whereby some of the options
granted may become exercisable, or "vested", over time and certain conditions,
such as continuous service or specified performance criteria or goals, must be
satisfied for such vesting. The determination as to whether to impose any such
vesting schedule or performance criteria, and the terms of such schedule or
criteria, shall be within the sole discretion of the Committee. These terms and
conditions may be different for different participants so long as all options
satisfy the requirements of the Plan.

      The exercise of options shall be paid for in cash or in shares of the
Company's Common Stock, or any combination thereof. Shares tendered as payment
for option exercises shall be valued at the Fair Market Value of the shares on
the date of exercise. The Committee may, in its discretion, agree to a loan by
the Company to one or more participants of a portion of the exercise price (not
to exceed the exercise price minus the par value of the shares to be acquired,
if any) for up to three (3) years with interest payable at the prime rate quoted
in the Wall Street Journal on the date of exercise. Members of the Committee may
receive such loans from the


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Company for the exercise of their options, if any, without Committee or Board
approval or ratification.

      The Committee may also permit a participant to effect a net exercise of an
option without tendering any shares of the Company's stock as payment for the
option. In such an event, the participant will be deemed to have paid for the
exercise of the option with shares of the Company's stock and shall receive from
the Company a number of shares equal to the difference between the shares that
would have been tendered and the number of options exercised.

      The Committee may also cause the Company to enter into arrangements with
one or more licensed stock brokerage firms whereby participants may exercise
options without payment therefor but with irrevocable orders to such brokerage
firm to immediately sell the number of shares necessary to pay the exercise
price for the option and the withholding taxes, if any, and then to transmit the
proceeds from such sales directly to the Company in satisfaction of such
obligations.

             (d) DURATION OF OPTIONS. Unless otherwise prescribed by the
Committee or this Plan, options granted hereunder shall expire ten (10) years
from the date of grant, subject to early termination as provided in Section 5(f)
hereof.

             (e) INCENTIVE STOCK OPTIONS LIMITATIONS. In no event shall an
Incentive Stock Option be granted to any person who, at the time such option is
granted, owns (as defined in ss. 422 of the Code) shares possessing more than
10% of the total combined voting power of all classes of shares of the Company
or of its parent or subsidiary corporation, unless the option price is at least
110% of the Fair Market Value of the stock subject to the Option, and such
Option is by its terms not exercisable after the expiration of five (5) years
from the date such Option is granted. Moreover, the aggregate Fair Market Value
(determined as of the time that option is granted) of the shares with respect to
which Incentive Stock Options are exercisable for the first time by any
individual employee during any single calendar year under the Plan shall not
exceed $100,000. In addition, in order to receive the full tax benefits of an
Incentive Stock Option, the employee must not resell or otherwise dispose of the
stock acquired upon exercise of the Incentive Stock Option until two (2) years
after the date the option was granted and one (1) year after it was exercised.

             (f) EARLY TERMINATION OF OPTIONS. In the event a participant's
employment with or service to the Company shall terminate as the result of total
disability, as defined below, or the result of retirement at 65 years of age or
later, then any options granted to such participant shall expire and may no
longer be exercised three (3) months after such termination. If the participant
dies while employed or engaged by the Company, to the extent that the option was
exercisable at the time of the participant's death, such option may, within one
year after the participant's death, be exercised by the person or persons to
whom the participant's rights under the option shall pass by will or by the
applicable laws of descent and distribution; provided, however, that an option
may not be exercised to any extent after the expiration of the option as


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originally granted. In the event a participant's employment or engagement by the
Company shall terminate as the result of any circumstances other than those
referred to above, whether terminated by the participant or the Company, with or
without cause, then all options granted to such participant under this Plan
shall terminate and no longer be exercisable as of the date of such termination,
provided, however, that if an employee with an Incentive Stock Option terminates
employment prior to its exercise, but notwithstanding such termination becomes
or remains a non-employee officer or director eligible for Nonqualified Stock
Options hereunder, then the Incentive Stock Option shall be converted to a
Nonqualified Stock Option on the date the Incentive Stock Option would otherwise
have terminated.

      An employee who is absent from work with the Company because of total
disability, as defined below, shall not by virtue of such absence alone be
deemed to have terminated such participant's employment with the Company. All
rights which such participant would have had to exercise options granted
hereunder will be suspended during the period of such absence and may be
exercised cumulatively by such participant upon his return to the Company so
long as such rights are exercised prior to the expiration of the option as
originally granted. For purposes of this Plan, "total disability" shall mean
disability, as a result of sickness or injury, to the extent that the
participant is prevented from engaging in any substantial gainful activity and
is eligible for and receives a disability benefit under Title II of the Federal
Social Security Act.

             (g) GRANTS TO COMMITTEE MEMBERS. In accordance with Section 2(h)
hereof, the Committee shall have no authority to make grants to its members
hereunder, rather the Board of Directors (with members of the Committee
abstaining) shall have the authority to make grants under this Plan to members
of the Committee. Any designation of such grants may be by means of a formula
specified by the Board of Directors to award grants automatically at a stated
time. The option price of any such grants shall be calculated based on the Fair
Market Value (determined in accordance with Section 5(b)(iii) above). Nothing in
this Section 5(g) shall be interpreted to prohibit the Board of Directors from
granting restricted stock, options or rights to its members if the Board of
Directors is administering the Plan in accordance with Section 2(a) above.

             (h) RELOAD BY PAYMENT IN SHARES. To the extent that a participant
pays for the exercise of an option with shares of the Company's stock rather
than cash, the tendered shares shall be deemed to be added back to the Plan,
increasing the total number of shares subject to and reserved for the Plan by
that amount.

        6. STOCK APPRECIATION RIGHTS.

             (a) GRANT. Stock appreciation rights may be granted by the
Committee under this Plan upon such terms and conditions as it may prescribe. A
stock appreciation right may be granted in connection with an option previously
granted to or to be granted under this Plan or may be granted by itself. Each
stock appreciation right related to an option (a "Tandem Right") shall become
nonexercisable and be forfeited if the option to which it relates (the


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"Related Option") is exercised. "Stock appreciation right" as used in this Plan
means a right to receive the excess of Fair Market Value, on the date of
exercise, of a share of the Company's Common Stock on which an appreciation
right is exercised over the option price provided for in the related option and
is issued in consideration of services performed for the Company or for its
benefit by the participant. Such excess is hereafter called "the differential."

             (b) EXERCISE OF STOCK APPRECIATION RIGHTS.  Stock appreciation
rights shall be exercisable and be payable in the following manner:

                   (i) A stock appreciation right not issued with a Related
Option (a "Separate Right") shall be exercisable at the time or times prescribed
by the Committee. A Tandem Right shall be exercisable by the participant at the
same time or times that the Related Option could be exercised. A participant
wishing to exercise a stock appreciation right shall give written notice of such
exercise to the Company. Upon receipt of such notice, the Company shall
determine, in its sole discretion, whether the participant's stock appreciation
rights shall be paid in cash or in shares of the Company's Common Stock or any
combination of cash and shares and thereupon shall, without deducting any
transfer or issue tax, deliver to the person exercising such right an amount of
cash or shares of the Company's Common Stock or a combination thereof with a
value equal to the differential. The date the Company receives the written
notice of exercise hereunder is the exercise date. The shares issued upon the
exercise of a stock appreciation right may consist of shares of the Company's
authorized but unissued Common Stock or of its authorized and issued Common
Stock reacquired by the Company and held in its treasury or any combination
thereof. No fractional share of Common Stock shall be issued; rather, the
Committee shall determine whether cash shall be given in lieu of such fractional
share or whether such fractional share shall be eliminated.

                   (ii) The exercise of a Tandem Right shall automatically
result in the surrender of the Related Option by the participant on a share for
share basis. Likewise, the exercise of a stock option shall automatically result
in the surrender of the related Tandem Right. Shares covered by surrendered
options shall be available for granting further options under this Plan except
to the extent and in the amount that such rights are paid by the Company with
shares of stock, as more fully discussed in Section 4 hereof.

                   (iii) The Committee may impose any other terms and
conditions it prescribes upon the exercise of a stock appreciation right, which
conditions may include a condition that the stock appreciation right may only be
exercised in accordance with rules and regulations adopted by the Committee from
time to time.

             (c) LIMITATION ON PAYMENTS. Notwithstanding any other provision
of this Plan, the Committee may from time to time determine, including at the
time of exercise, the maximum amount of cash or stock which may be given upon
exercise of any stock appreciation right in any year; provided, however, that
all such amounts shall be paid in full no later than the end of the year
immediately following the year in which the participant exercised such stock


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appreciation rights. Any determination under this paragraph may be changed by
the Committee from time to time provided that no such change shall require the
participant to return to the Company any amount theretofore received or to
extend the period within which the Company is required to make full payment of
the amount due as the result of the exercise of the participant's stock
appreciation rights.

             (d) Expiration or termination of stock appreciation rights.

                   (i) Each Tandem Right and all rights and obligations
thereunder shall expire on the date on which the Related Option expires or
terminates. Each Separate Right shall expire on the date prescribed by the
Committee.

        7. RESTRICTED STOCK.

             (a) The Committee may grant shares of the Company's Common Stock to
persons eligible for grants under this Plan, subject to such restrictions, if
any, as may be determined by the Committee, including but not limited to that
person's continuous employment by or service to the Company for a specified
period of time or the attainment of specified performance goals or objectives by
that person, a group of persons or the Company as a whole. The determination as
to whether to impose any such vesting schedule or performance criteria, and the
terms of such schedule or criteria, shall be within the sole discretion of the
Committee. These terms and conditions may be different for different
participants so long as all options satisfy the requirements of the Plan.

             (b) VOTING RIGHTS. A participant will have all voting, dividend,
liquidation and other rights with respect to the shares of restricted stock in
accordance with its terms upon becoming the holder of record of such stock;
provided, however, that the participant shall have the right to sell, encumber
or otherwise transfer such stock only to the extent that vesting and performance
criteria have been satisfied. Such limitations may be enforced, in the sole
discretion of the Committee, by placing of a restrictive legend on the stock
certificates, or making certain custodial arrangements for the stock
certificates.

             (c) EARLY TERMINATION. In the event of the death or total
disability of a participant, or the retirement of a participant at age 65 or
later, all employment period and other restrictions applicable to restricted
stock then held by him will lapse, and such stock will become fully
nonforfeitable. Subject to provisions in the Plan concerning reorganization,
liquidation or change in control of the Company, in the event of a participant's
termination of employment for any other reason, any restricted stock as to which
the employment period or other restrictions have not been satisfied will be
forfeited.

        8. CAPITAL ADJUSTMENTS. The aggregate number of shares of the Company's
Common Stock subject to this Plan, the maximum number of shares as to which
options may be granted to any one participant hereunder, and the number of
shares and the price per share subject


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to outstanding options, shall be appropriately adjusted by the Committee for any
increase or decrease in the number of shares of Common Stock which the Company
has issued resulting from any stock split, reverse stock split, stock dividend,
combination of shares or any other change, or any exchange for other securities
or any reclassification, merger, reorganization, consolidation, redesignation,
recapitalization, or otherwise. Similar adjustments shall be made to the terms
of stock appreciation rights.

        9. NONTRANSFERABILITY. During a participant's lifetime, a right or an
option may be exercisable only by the participant. Options and rights granted
under the Plan and the rights and privileges conferred thereby shall not be
subject to execution, attachment or similar process and may not be transferred,
assigned, pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will or by the applicable laws of descent and
distribution. Notwithstanding the foregoing, to the extent permitted by
applicable law and, if the Company has a class of securities registered under
the Exchange Act, by Exchange Act Rule 16b-3, the Committee may, in its sole
discretion, (i) permit a recipient of a Nonqualified Stock Option to designate
in writing during the participant's lifetime a beneficiary to receive and
exercise the participant's Nonqualified Stock Options in the event of such
participant's death (as provided in Section 5(f)), (ii) grant Nonqualified Stock
Options that are transferable to the immediate family or a family trust of the
participant, and (iii) modify existing Nonqualified Stock Options to be
transferable to the immediate family or a family trust of the participant. Any
other attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
any option or right under the Plan, or of any right or privilege conferred
thereby, contrary to the provisions of the Plan shall be null and void.

        10. AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN. The Committee may at
any time suspend or terminate the Plan and may amend it from time to time in
such respects as the Committee may deem advisable in order that options and
rights granted hereunder shall conform to any change in the law, or in any other
respect which the Committee may deem to be in the best interests of the Company;
provided, however, that no such amendment shall, without the participant's
consent, alter or impair any of the rights or obligations under any option or
stock appreciation rights theretofore granted to him under the Plan; and
provided further that no such amendment shall, without shareholder approval:
increase the total number of shares available for grants of options or rights
under the Plan (except as provided by Section 8 hereof); or effect any change to
the Plan which is required by law, including without limitation the regulations
promulgated under ss. 422 of the Code, to be approved by shareholders.

        11.  EFFECTIVE DATE. The effective date of the Plan shall be
December 16, 1996.

        12. TERMINATION DATE. Unless this Plan shall have been previously
terminated by the Committee, this Plan shall terminate on Decembere 15, 2016,
except as to stock, options and rights theretofore granted and outstanding under
the Plan at that date, and no stock, option or right shall be granted after that
date.


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        13. RESALE OF SHARES PURCHASED. Except as provided in Section 7 with
respect to restricted stock, all shares of stock acquired under this Plan may be
freely resold, subject to applicable state and federal securities laws
restricting their transfer. As a condition to exercise of an option, however,
the Company may impose various conditions, including a requirement that the
person exercising such option represent and warrant that, at the time of such
exercise, the shares of Common Stock being purchased are being purchased for
investment and not with a view to resale or distribution thereof. In addition,
the resale of shares purchased upon the exercise of Incentive Stock Options may
cause the employee to lose certain tax benefits if the employee fails to comply
with the holding period requirements described in Section 5(e) hereof.

        14. ACCELERATION OF RIGHTS AND OPTIONS. If the Company or its
shareholders enter into an agreement to dispose of all or substantially all of
the assets or stock of the Company by means of a sale, merger or other
reorganization, liquidation, or otherwise, any right or option granted pursuant
to the Plan shall become immediately and fully exercisable during the period
commencing as of the date of the agreement to dispose of all or substantially
all of the assets or stock of the Company and ending when the disposition of
assets or stock contemplated by that agreement is consummated or the option is
otherwise terminated in accordance with its provisions or the provisions of the
Plan, whichever occurs first; provided that no option or right shall be
immediately exercisable under this Section on account of any agreement of merger
or other reorganization where the shareholders of the Company immediately before
the consummation of the transaction will own 50% or more of the total combined
voting power of all classes of stock entitled to vote of the surviving entity
(whether the Company or some other entity) immediately after the consummation of
the transaction. In the event the transaction contemplated by the agreement
referred to in this section is not consummated, but rather is terminated,
canceled or expires, the options and rights granted pursuant to the Plan shall
thereafter be treated as if that agreement had never been entered into.

        15. WRITTEN NOTICE REQUIRED; TAX WITHHOLDING. Any option or right
granted pursuant to the Plan shall be exercised when written notice of that
exercise by the participant has been received by the Company at its principal
office and, with respect to options, when full payment for the shares with
respect to which the option is exercised has been received by the Company.
Participant agrees that, if and to the extent required by law, the Company shall
withhold or require the payment by participant of any state, federal or local
taxes resulting from the exercise of an option or right; provided, however, that
to the extent permitted by law, the Committee may in its discretion, permit some
or all of such withholding obligation to be satisfied by the delivery by the
participant of, or the retention by the Company of, shares of its Common Stock.

        16. COMPLIANCE WITH SECURITIES LAWS. Shares shall not be issued with
respect to any option or right granted under the Plan unless the exercise of
that option and the issuance and delivery of the shares pursuant thereto shall
comply with all relevant provisions of state and federal law, including without
limitation the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder and the requirements of any stock exchange or automated


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quotation system upon which shares of the Company's stock may then be listed or
traded, and shall be further subject to the approval of counsel for the Company
with respect to such compliance. Further, each participant must consent to the
imposition of a legend on the certificate representing the shares of Common
Stock issued upon the exercise of the option or right restricting their
transferability as may be required by law, the option or right, or the Plan.

        17. WAIVER OF VESTING RESTRICTIONS BY COMMITTEE. Notwithstanding any
provision of the Plan, in the event a participant dies, becomes totally or
partially disabled, retires (before or after the age of 65) as an employee,
officer or director of the Company, the Committee shall have the discretion to
waive any vesting restrictions on the retiree's restricted stock, options or
rights, or the early termination thereof.

        18. REPORTS TO PARTICIPANTS. The Company shall furnish to each
participant a copy of the annual report, if any, sent to the Company's
shareholders. Upon written request, the Company shall furnish to each
participant a copy of its most recent annual report and each quarterly report to
shareholders issued since the end of the Company's most recent fiscal year.

        19. NO EMPLOYEE CONTRACT. The grant of restricted stock or an option or
right under the Plan shall not confer upon any participant any right with
respect to continuation of employment by, or the rendition of advisory or
consulting services to, the Company, nor shall it interfere in any way with the
Company's right to terminate the participant's employment or services at any
time.

        Adopted by the Board of Directors of the Company on December 16, 1996.


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