Core Plan


                                 INFOVISTA S.A.
                         2001 EMPLOYEE STOCK OPTION PLAN
          UNOFFICIAL TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES

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On the  basis  of the  authorisation  given by the  extraordinary  shareholders'
meeting of December 18, 2000 to grant, on one or several  occasions,  options to
subscribe to shares in InfoVista SA (hereinafter  the "Company") to employees or
directors  of the Company and its  subsidiaries,  (so long as such  employees or
directors  hold less than 10% of the capital),  in a maximum amount of 2,000,000
new shares, the nominal value of which is 0,54 Euro each, the board of directors
of the Company  decided on January 24,  2001,  under the  provisions  of Article
L.225-177 et seq. of the French Commercial Code, to adopt this set of rules (the
"Plan") for the purpose of implementing  the stock option plan bearing on shares
of stock of the Company with a view to granting to  "Eligible  Persons" (as such
term is  defined  below)  options  to  subscribe  to shares of the  Company.  On
September  26, 2001 the rules of the Plan were amended by the board of directors
of the Company.

1.   PURPOSE OF THE PLAN
     -------------------

     The purpose of this Stock Option Plan is:

     -    to attract and retain the best  available  personnel  for positions of
          substantial responsibility;

     -    to provide additional incentive to Eligible Persons; and

     -    to promote the success of the Company's business.


2.   TERRITORIAL APPLICATION OF THE PLAN
     -----------------------------------

     It is intended  that the Plan shall apply to all  employees  and  directors
     both of the Company  and of its  Affiliated  Companies.  To this effect the
     Company has prepared local plans which are annexed as schedules  hereto, as
     follows:

     -    Schedule 1: France
     -    Schedule 2: USA
     -    Schedule 3: UK (scheme to be approved by the Inland Revenue)
     -    Schedule 4: Germany
     -    Schedule 5: International  Plan  applicable  to other  countries  or
          countries covered in Schedules 2 to 4 above, as and when specifically
          required.

     All the provisions of the Core Plan shall apply to each of the Local Plans,
     save where varied by a Local Plan.


3.   DEFINITIONS.
     ------------

     Where there is an  inconsistency  between a definition in the Core Plan and
     that in a Local Plan, the definition given in the Local Plan shall prevail.


     (a)  "Share"  means a new share issued by the Company the nominal  value of
          which is 0,54 Euro.

     (b)  "Director" means a member of the Board.

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                                                                       Core Plan


     (c)  "Shareholder  Authorisation"  means the  authorisation  to grant stock
          options given to the Board by the  shareholders  of the Company in the
          general meeting held on 18th December 2000.

     (d)  "Participant"  means  an  Eligible  Person  who  holds  at  least  one
          outstanding Option.

     (e)  "Capital" means the share capital of the Company.

     (f)  "Board" and "Board of  Directors"  mean the board of  directors of the
          Company.

     (g)  "Option Agreement" means the written agreement between the Company and
          a  Participant  stating  the terms and  conditions  of the  individual
          Option granted to the Participant.  The Option Agreement is subject to
          the terms and conditions of the Plan.  Option Agreement shall mean, in
          the absence of other documentation, the Notice of Grant which shall be
          deemed  to be  accepted  when the  Participant  exercises  the  Option
          granted by the Notice of Grant.

     (h)  "Grant  Date"  means in  relation  to an Option  the date on which the
          Board decided to grant such Option.

     (i)  "Notice of Grant"  means a written  notice of the Company  stating the
          main terms and  conditions  of an  individual  grant of one or several
          Options. The Notice of Grant is part of the Option Agreement.

     (j)  "Eligible Person" shall be defined in each Local Plan.

     (k)  "Disability"  means  disability  as  recognised  pursuant to a medical
          examination  under  the law  applicable  in the  country  in which the
          Participant is employed.

     (l)  "Option" means a stock option granted pursuant to the Plan.

     (m)  "Plan" means the Core Plan and the Local Plan taken together.

     (n)  "Core Plan" means the present stock option plan.

     (o)  "Local  Plan"  means  the  stock   option   plans   specific  to  each
          jurisdiction as annexed in Schedules 1 to 5.

     (p)  "Option  Exchange  Programme"  means a programme  whereby  outstanding
          Options  are  surrendered  in exchange  for  options  with lower share
          subscription price.

     (q)  "Continuing Status as an Eligible Person" means as regards an Eligible
          Person that their  appointment or their employment  agreement with the
          Company  or  any  Affiliated   Company  is  neither   interrupted  nor
          terminated.  Continuous  Status  as an  Eligible  Person  shall not be
          considered  interrupted in the case of any leave of absence authorised
          by the Company or any  transfers  between  locations of the Company or
          between the Company and any Affiliated  Company, or vice versa. Leaves
          of  absence  authorised  by the  Company  shall  include  sick  leave,
          military leave, or any other personal leave.

     (r)  "Company" means INFOVISTA S.A, a corporation  organised under the laws
          of the  Republic of France whose  registered  office is situated at 6,
          rue de la Terre de Feu - 91952  Courtaboeuf  (Registration  number 334
          088 275 at the Commercial and Company Register of Evry, France).

<PAGE>
                                                                       Core Plan


     (s)  "Affiliated Company" means a company which conforms with the following
          criteria set forth in Article 225-180 of the French Commercial Code:

          -    companies of which at least one tenth (1/10) of the share capital
               or voting rights are held directly or indirectly by the Company;

          -    companies  which hold  directly or  indirectly at least one tenth
               (1/10) of the share capital or voting rights of the Company; or

          -    companies  of which at least  fifty  percent  (50%) of the  share
               capital or voting  rights is held  directly  or  indirectly  by a
               company which itself holds  directly or indirectly at least fifty
               percent  (50%) of the  share  capital  or  voting  rights  of the
               Company.

     (t)  "Fair  Market  Value" means the value for one Share as  determined  in
          good  faith  by  the  Board  in  accordance  with  the  terms  of  the
          Shareholder Authorisation relating to the Share subscription price and
          in compliance  with the  legislation  applicable,  in  particular  tax
          legislation.

     (u)  "Cash  Compensation" means cash offered to the Participant in exchange
          for  cancelling  any Options  which have been granted to him under the
          Plan and which have not lapsed at the date of the Change of Control.

     (v)  "Change  of  Control"  occurs  when a company  or person  obtains  the
          majority of the share  capital of the  Company  and/or  voting  rights
          attached to the share capital of the Company.

     (w)  "Take-over  Bid" a public  offer to acquire of exchange  all the share
          capital  of the  Company  which has been  declared  admissible  by the
          Conseil des Marches Financiers.

     (x)  "New Options"  means options  granted to the  Participants  to acquire
          shares in an acquiring company which replace the Options that have not
          lapsed at the date of the Change of Control.




4.   STOCK SUBJECT TO THE PLAN
     -------------------------

     Subject to the  provisions  of Section  12 of the Core  Plan,  the  maximum
     aggregate  number of Shares  over which  Options  may be granted and issued
     under the Core Plan is 2,000,000 Shares.

     If an Option expires or becomes unexercisable for any reason without having
     been exercised,  the unsubscribed  Shares which were subject thereto shall,
     unless the Core Plan shall have been terminated, become available again for
     grant as part of one or more new Options under the Core Plan.

5.   ADMINISTRATION OF THE CORE PLAN
     -------------------------------

5.1  Procedure

     The Plan shall be administered by the Board of Directors.

5.2  Powers of the Board of Directors

     Subject to the provisions of the French  Commercial  Code, the  Shareholder
     Authorisation,  and the  Plan,  the  Board  shall  have the full  delegated
     authority, in its discretion:

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                                                                       Core Plan


     (i)  to  determine  the Fair  Market  Value of the  Shares,  as  defined in
          Section  3 of the  Core  Plan in  accordance  with the  provisions  of
          Section 9 of the Core Plan;

     (ii) to  determine  the  Eligible  Persons to whom  Options  may be granted
          hereunder;

     (iii)to select the Eligible  Persons to whom Options are granted  hereunder
          and the terms of such Options;

     (iv) to decide  the  number of Shares  which may be  subscribed  under each
          Option granted hereunder;

     (v)  to approve or amend the forms of Option  Agreements  for use under the
          Local Plans;

     (vi) to  determine  the  terms  and  conditions  of  any  Options   granted
          hereunder.  Such terms and conditions shall include,  but shall not be
          limited to, the exercise price (set in compliance with the legislation
          applicable,  and the  provisions  related to the discount  that may be
          granted to the  Participants  compared to the stock  exchange price of
          the  Shares),  the date or dates  when the  Options  may be  exercised
          (which  may  be  based,  inter  alia,  on  seniority  and  performance
          criteria).  In each case,  these terms and conditions,  other than the
          exercise price, shall be fixed at the Board' s sole discretion;

     (vii)to  construe  and  interpret  the terms of the Plan and of the Options
          granted pursuant to the Plan;

     (viii) to  prescribe,  amend  and  rescind  all  provisions  of  the  Plan,
          including all provisions  relating to different  categories of Options
          created for the purpose of  qualifying  for  preferred  tax  treatment
          under foreign tax laws;

     (ix) to modify  the terms of each  Option  (subject  to the  provisions  of
          Section 14 of the Core Plan);

     (x)  to  authorise  any  person to  execute  on behalf of the  Company  any
          instrument  required  to  effect  the  grant of an  Option  previously
          granted by the Board;

     (xi) to decide and put into effect an Option Exchange Program;

     (xii) to determine the rights and obligations applicable to Options; and

     (xiii) to make all necessary or appropriate decisions for administering the
          Plan.


5.3  Effect of the Board's Decision

     The decisions and  interpretations  of the Board shall be final and binding
     on all Participants.

6.   LIMITATIONS
     -----------

6.1  Neither the Plan nor any Option shall confer upon a  Participant  any right
     to continuing  employment or  maintenance in office with the Company or any
     Affiliated  Company,  nor  shall  they  limit in any way the  rights of the
     Participants,  the Company or of any Affiliated  Company, to terminate such
     employment or such term of office at any time, with or without cause.


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                                                                       Core Plan


6.2  No member of the Board of Directors shall be eligible,  merely by reason of
     his office, to receive any Option under the Plan.

7.   DURATION OF THE PLAN
     --------------------

     Subject to the approval of the  shareholders  of the Company in  accordance
     with  Section 16 of the Core Plan,  the Plan entered into effect on January
     24th, 2001, the date of its adoption by the Board and Options may have been
     granted since such date.

     The Plan shall continue in effect for a term of five (5) years, as from the
     date of the  extraordinary  general  meeting of December 18,  2000,  unless
     terminated  earlier  under Section 14 of the Core Plan, so that Options may
     be granted hereunder until December 18, 2005.

8.   DURATION OF OPTIONS
     -------------------

     The  duration  of each Option  which is (10) years from the Grant Date,  in
     accordance  with the  Shareholder  Authorisation,  shall be  stated  in the
     Notice of Grant.

     However,  in the Board's sole  discretion,  the Notice of Grant may provide
     for a shorter option period for certain  Participants,  in so far as such a
     shorter  duration  may  be  required  by  laws,  in  particular  tax  laws,
     applicable to such Participants.

9.   PRICE OF EXERCISE OF OPTIONS
     ----------------------------

9.1  Share subscription price

     The  subscription  price of each Share to be issued pursuant to exercise of
     an Option  shall be  determined  by the Board  within the limits set in the
     Shareholders  Authorisation  and the provisions of the laws and regulations
     applicable.

     The Options granted will be subject to the following rules:

     o    The  subscription  price for each new Share shall be not less than 85%
          of the average  closing price for the  InfoVista  shares on the French
          Nouveau  Marche  over the 20  trading  days of the said  stock  market
          immediately prior to the Grant Date of the Options.

     o    If the shares  should  cease to be listed on a regulated  stock market
          and  the  "ADS"  should  cease  to  be  listed  on  the  NASDAQ,   the
          subscription  price of each  Share  shall be  determined  by the Board
          within the  limitations  of the laws and  regulations  in force at the
          Grant Date, with reference to the Board's  estimation of the company's
          economic  value based on the trading  profits of the last tax year and
          the  projections  for the next tax year.  It will be not less than the
          issue price for a Share  utilised at the date of the last  increase in
          share capital prior to the Grant Date.

     o    In the  event  that the  subscription  price  set  applying  the terms
          mentioned above were fixed by the Board in US Dollars, the issue price
          for a Share will be  converted  into euros,  by taking the Noon Buying
          Rate for euros of the Federal  Reserve Bank of New York the day before
          the Grant Date of the Options by the Board.

     The  subscription  price,  determined  as above,  may only be modified  if,
     during the period  during which the Options can be  exercised,  the Company
     completes  one of the  financial  or other share  operations  envisaged  by
     article  225-181 of the French  Commercial  Code,  and in articles 174-8 et
     seq. of the Decree of March 23, 1967. In such an event,  the Board will, in
     accordance with the legal conditions and regulations applicable, adjust the
     price and the


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<PAGE>
                                                                       Core Plan


     number of Shares which may be  subscribed  on the  exercise of Options,  to
     take into account of the impact of the operation in question.

9.2  Payment for the Shares

     The terms of payment  for the  Shares to be issued  upon  exercise  of each
     Option shall be determined by the Board at each Grant Date.

     Unless  provided  otherwise  in the Option  Agreement,  the Shares shall be
     entirely paid for when subscribed to by each  Participant,  such payment to
     take  place by  cheque,  bank  wire  transfer  or set off with  liquidated,
     certain and due debts of the Company to the Participant.

     In all cases, Shares shall be paid for in French francs or Euros.

9.3  Exercise of the Options and Tax & other liabilities

     Within  thirty  (30)  days  after  an  Option  has  been  exercised  by any
     Participant,  the Board,  on behalf of the Company shall allot to him (or a
     nominee  chosen  by that  Participant)  or,  as  appropriate,  procure  the
     transfer to him (or a nominee chosen by that  Participant) of the number of
     Shares in respect of which the Option has been exercised, provided that:

     (i)  the Board  considers  that the issue or the transfer  thereof would be
          lawful in the jurisdiction in question; and

     (ii) in the event that the Company or any  Affiliated  Company or any other
          company  ("the  Taxed  Company")  is  obliged  to  (or  may  suffer  a
          disadvantage  if it were not to) account  for any tax or other  charge
          (in any  jurisdiction) for which the Participant in question is liable
          by virtue of the exercise of the Option and/or for any social security
          contributions   recoverable  from  the  Participant  (together,   "the
          Liability" ), provided that Participant has either:

          o    made a payment  to the Taxed  Company  to an amount  equal to the
               Liability ; or

          o    entered into an  arrangement  acceptable  to the Taxed Company to
               secure  that the  payment of the  liability  is made  (whether by
               authorising  the sale of some or all of the  Shares on its behalf
               and the payment to the Taxed  Company of the Liability out of the
               proceeds of sale or otherwise).

9.4  Indemnity

     If, as a result of the grant of Options,  exercise of Options or  resultant
     sale of the  Shares,  the Company or any  Affiliated  Company is liable for
     taxes,  employee  related social  charges or other  financial  charge,  the
     Participant shall fully indemnify the Company or any Affiliated  Company in
     respect  of all such  amounts  payable  by the  Company  or any  Affiliated
     Company to the fullest extent permissible by the legislation  applicable to
     the Participant,  for example where such applicable  legislation limits the
     imposition of such charges upon the Participant.


10   EXERCISE OF OPTIONS
     -------------------

10.1 Exercise procedure; Rights of Participants who become Shareholders

     Any Option  granted  hereunder  shall be exercised in  accordance  with the
     terms of the Plan and at such times and under such conditions as determined
     by the Board and set forth in the Option  Agreement or, in default thereof,
     in the Local Plan.

     No Option may be exercised for a fraction of a Share.


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                                                                       Core Plan


     An Option shall be deemed exercised when the Company (or a company officer)
     receives: (i) written notice of exercise (in accordance with the provisions
     of the  Option  Agreement)  together  with a share  subscription  form duly
     executed  by the person  entitled to  exercise  the  Option,  and (ii) full
     payment  for the Shares  with  respect  to which the  Option is  exercised.
     Shares issued upon exercise of an Option shall be issued in the name of the
     Participant or, if requested by the latter,  in the name of the Participant
     and his or her spouse, provided such spouse first executes all undertakings
     and agreements the execution of which  constitute  conditions  precedent to
     the exercise of the Option or issuance of the relevant Shares.

     Upon exercise of an Option,  the Shares issued to the Participant  shall be
     assimilated with all other Shares of the Company which fall within the same
     class and shall qualify for dividends for the fiscal year during the course
     of which the Option was exercised.

     All  Options  granted  shall  decrease  the  number  of  Shares  which  are
     thereafter  available for the purposes of the Plan, by the number of Shares
     to which the Option entitles the Participant to subscribe.

10.2 Exercise dates

     At the date on which an Option is  granted,  the Board shall set the period
     within which the Option may be exercised and shall determine any conditions
     which must be satisfied  before the Option may be exercised.  For instance,
     the  Board  may  provide  that an  Option  may not be  exercised  until the
     completion of a minimum period of employment.

     Unless  provided  otherwise in the Option  Agreement,  no  Participant  may
     exercise his Options prior to the first  anniversary  of the Grant Date. As
     from such first  anniversary and until the second  anniversary of the Grant
     Date,  the  Participant  shall be  entitled  to  exercise up to 25 % of his
     Options  (granted at the Grant Date), in order to subscribe at most to 25 %
     of the Shares to which his Options entitle him,  provided that he maintains
     his Continuous Status as an Eligible Person during the entire period.

     From the second  anniversary of the Grant Date of his Options and until the
     183rd day following such anniversary, the Participant may exercise up to 50
     % of his Options (granted at the relevant Grant Date) so as to subscribe to
     at most 50% of the Shares to which his Options  entitle him,  provided that
     he maintains  his  Continuous  Status as an Eligible  Person for the entire
     period.  Any Shares subscribed prior to the second anniversary of the Grant
     Date  shall be taken  into  account  for the  computation  of the 50% limit
     provided for above.

     During the 182 days  preceding the third  anniversary  of the Grant Date of
     his  Options,  the  Participant  may  exercise  up to 75 % of  his  Options
     (granted at the relevant Grant Date) so as to subscribe at most 75 % of the
     Shares to which his Options  entitle him,  provided  that he maintains  his
     Continuous  Status as an Eligible Person for the entire period.  Any Shares
     previously  subscribed  shall be taken into account for the  computation of
     the 75% limit provided for above.

     As of the  third  anniversary  of  the  Grant  Date  of  his  Options,  the
     Participant  may  exercise  all his  Options  granted at such  Grant  Date,
     provided that he maintains his Continuous  Status as an Eligible Person for
     the entire period.

     Should a Participant be granted Options at different Grant Dates, the above
     progressive  vesting rule will apply  respectively to each group of Options
     granted to the Participant, taking each such Grant Date individually.


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                                                                       Core Plan


10.3 Loss of the  continuing  Status as an Eligible  Person.  Termination  of an
     Eligible Person's employment contract or office.

     Upon loss by a Participant of his Continuous  Status as an Eligible Person,
     other than upon the Participant's  Disability or death, the Participant may
     exercise  his or her  Option,  but only  within  such  period of time as is
     specified in the Option  Agreement  and for such number of Shares as he was
     entitled to subscribe to (pursuant,  in particular,  to section 10.2 above)
     as of the date of such loss.

     Unless provided  otherwise in the Option Agreement in question,  the Option
     may be exercised  during a period of one (1) calendar  month  following the
     loss by the Participant of his Continuous Status as an Eligible Person. For
     the purpose of computing  such  calendar  month and the number of Shares to
     which the  Participant  may  subscribe,  this loss  shall be deemed to have
     taken place at the date of  termination  of office or  employment or at the
     date of the  Participant's  resignation,  without  taking into  account any
     advance  notice  period  nor the  effective  dates of such  termination  or
     resignation.

     The date of  termination  of office shall be the date of the  shareholders'
     meeting  or Board  meeting  at which such  termination  of office  shall be
     decided upon.  The date of  termination  of employment  shall be either the
     date of dispatch by the Company (or any Affiliated  Company thereof) to the
     relevant  Participant  of his notice of  termination or the date upon which
     such  notice  shall  be hand  delivered  to such  Participant.  The date of
     resignation  from  employment  shall be either the date of  dispatch by the
     relevant  Participant to the Company (or any Affiliated Company thereof) of
     his notice of  resignation or the date upon which such notice shall be hand
     delivered  by such  Participant  to the  person he  reports  to within  the
     Company  (or any  Affiliated  Company  thereof).  ln the  absence of such a
     written  resignation,  the resignation  date shall be the date at which the
     Participant shall be deemed to have resigned under applicable labour laws.

     The date of resignation  from office shall be, as the case may be, the date
     of dispatch  or hand  delivery of his  resignation  notice by the  relevant
     Participant to the Company (or any Affiliated  Company thereof) or the date
     of the  shareholders'  meeting or Board  meeting in the course of which the
     relevant Participant shall have resigned.

     Should the relevant  Participant fail to subscribe to all the Shares he was
     entitled  to pursuant to the above  within the time  period  determined  as
     provided  for above,  the  relevant  Shares not  subscribed  to will become
     available  again  to be  subject  to new  Options  to be  granted  to other
     Eligible Persons under the Plan.

10.4 Disability of a Participant

     Should a Participant lose his Continuous  Status as an Eligible Person as a
     result of  Disability,  he may exercise his Option at any time within three
     (3) calendar months from the date of such loss, but only for such number of
     Shares as such  Participant  was entitled to subscribe to as of the date of
     such loss.

     Should the relevant  Participant fail to subscribe to all the Shares he was
     entitled  to pursuant to the above  within the time  period  determined  as
     provided  for above,  the  relevant  Shares not  subscribed  to will become
     available  again  to be  subject  to new  Options  to be  granted  to other
     Eligible Persons under the Plan.

10.5 Death of a Participant

     In the event of the  death of a  Participant  during  the  duration  of his
     Option,  the Option may be  exercised  at any time within six (6)  calendar
     months following the date of death, by the Participant's heirs but only for

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<PAGE>
                                                                       Core Plan


     such number of Shares as such  Participant  was entitled to subscribe to as
     of the date of his death.

     Should the relevant Option not be exercised for the entire number of Shares
     computed  pursuant  to the  above  within  the time  period  determined  as
     provided  for above,  the  relevant  Shares not  subscribed  to will become
     available  again  to be  subject  to new  Options  to be  granted  to other
     Eligible Persons under the Plan.

10.6 Suspension of the right to exercise options

     Where  the  Company  is in  negotiations  which  may  result in a Change of
     Control or is carrying out any financial operation,  the Board may impose a
     suspension  period not  exceeding 6 months from the date that the public is
     informed of such  negotiations or operation in accordance with the relevant
     COB rules,  during  which  Options  may not be  exercised  even if they are
     exercisable pursuant to Section 10.2,.

11.  NON-TRANSFERABILITY OF OPTIONS
     ------------------------------

     An Option may not be sold, pledged, assigned, hypothecated,  transferred or
     disposed of in any manner other than by will or in accordance with the laws
     governing  inheritance  and may be  exercised,  during the  lifetime of the
     Eligible Person, only by the latter.

12.  ADJUSTMENTS UPON CHANGES IN CAPITAL, DISSOLUTION, MERGER OR SALE OF ASSETS
     --------------------------------------------------------------------------

12.1 Modifications to the capital of the Company

     Should the Company carry out any of the financial  operations  mentioned in
     Article 225-181 of the French  Commercial  Code, the Board shall adjust the
     number and price of the Shares subject to the Options granted in the manner
     provided by Articles 174-8 et seq. of the French Decree No. 67-236 of March
     23,1967.

12.2 Merger, Dissolution or Liquidation of the Company

     In the event of the  dissolution or liquidation of the Company,  any Option
     not fully exercised shall be terminated  immediately prior to the effective
     date of such proposed operation, unless decided otherwise by the Board.

12.3 Change of Control of the Company

     In the event of a Change of Control or a  Take-over  Bid  (hereinafter  the
     "Event"),  the following shall apply to all Options which have been granted
     under the Plan and have not lapsed at the date of the Event:

     (a)  the Board shall be entitled to decide  within 2 months  following  the
          date of the Event,  that all such  Options  shall  become  immediately
          exercisable in full within a 30 day period. All options which have not
          been  exercised  after that  period  shall be  terminated  pursuant to
          section 12.3(b);

     (b)  unless  otherwise  decided by the  Board,  all such  Options  shall be
          terminated within 3 months of the date of the Event;

     (c)  the Board shall  consult with the  Acquiring  Company,  with a view to
          proposing to the  Participants  alternatives  to  termination  of such
          Options,  including,  but  not  limited  to Cash  Compensation  or New
          Options;


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<PAGE>
                                                                       Core Plan


     (d)  if the Acquiring  Company  should decide to offer to the  Participants
          alternative  solutions to termination of such Options, it shall not be
          obliged to offer the same solution to all Participants nor shall it be
          obliged to treat  Options  which are  exercisable  pursuant to Section
          10.2 in the same manner as Options which are not so exercisable at the
          date of the Event. In particular,  the Acquiring Company may choose to
          offer Cash Compensation  immediately for Options which have vested and
          offer Cash Compensation (at the same a different rate) as and when the
          Options vest under the Plan.


13.  GRANT DATE
     ----------

     Notice of Grant shall be provided to each  Participant  within a reasonable
     time after the Grant Date.

     However,  Options may not be granted  during the twenty trading days on the
     Stock  Exchange  following  the  issuance of  dividend  rights or rights to
     participate in an increase in capital.

14.  AMENDMENT AND TERMINATION OF THE PLAN
     -------------------------------------

     The Board may at any time amend, suspend or terminate the Plan.

     The Company shall obtain shareholder  approval of any amendment to the Plan
     to the  extent  necessary  and  desirable  to comply  with any  legislative
     requirements  applicable.  Such shareholder approval, if required, shall be
     obtained in such a manner and in the conditions required by any legislation
     applicable.

     No  amendment,  alteration,  suspension  or  termination  of the Plan shall
     impair  the  rights  of any  Participant,  unless  agreed  to in a  written
     agreement signed by the Participant and the Company.

15.  CONDITIONS APPLICABLE UPON ISSUANCE OF SHARES
     ---------------------------------------------

15.1 Legal Compliance

     Shares shall not be issued pursuant to the exercise of an Option unless the
     exercise of such Option and the  issuance and delivery of such Shares shall
     comply with all relevant provisions of law and regulations applicable,  and
     the  requirements of any stock exchange or quotation  system upon which the
     Shares may then be listed or quoted.

15.2 Investment Representations

     The Board may require the person  exercising  such Option to represent  and
     warrant at the time of any such exercise, as a condition of the exercise of
     an Option  that the Shares are being  subscribed  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.

16.  SHAREHOLDER APPROVAL
     --------------------

     The Plan shall be subject to  approval by the  shareholders  of the Company
     within  twelve  (12)  months of the date upon which the Plan was adopted by
     the Board. Such shareholder approval shall be obtained in the manner and to
     the degree required under the provisions of the French Commercial Code.

17.  LAW AND JURISDICTION AND LANGUAGE
     ---------------------------------


                                                                              10
<PAGE>
                                                                       Core Plan


     This Core Plan shall be governed by and  construed in  accordance  with the
     laws of France.  The Tribunal de Commerce of Evry,  France,  or should this
     court not be competent,  the Tribunal de Grande  Instance of Evry,  France,
     shall have sole  jurisdiction  to determine any claim or dispute arising in
     connection herewith.

     The Company,  the Board and the  Participants  recognise that the Core Plan
     has been prepared in the French language.  As a result, any English version
     hereof is for information  purposes only and will bind neither the Company,
     nor the Board nor the Participants.



                                                                              11
<PAGE>


                                                              International Plan


                               INFOVISTA S.A. 2001
                               -------------------
                             U.S. STOCK OPTION PLAN
                             ----------------------

        Schedule 2 to the InfoVista S.A. 2001 Employee Stock Option Plan
        ----------------------------------------------------------------






1.   Definitions

1.1  "Code" means the United States Internal Revenue Code of 1986, as amended.

1.2  "Common  Stock"  means an  O-share  (share of common  stock)  issued by the
     Company the nominal value of which is 0,54 Euro.

1.3  "Eligible  Person"  means any person who is (a) an Employee or (b) hired to
     be an Employee.

1.4  "Employee"  means any person  determined  by the Board to be an employee of
     the Company or an Affiliated Company.

1.5  "Exercise  Price"  means the  price  per  Share at which an  Option  may be
     exercised.

1.6  "Fair Market Value" means, unless otherwise determined by the Board, if the
     Shares are traded on a national  securities  exchange or  automated  dealer
     quotation system in the United States,  the last sale price for a Share, as
     of the relevant  date,  on such  securities  exchange or  automated  dealer
     quotation system as reported by such source as the Board may select, or, if
     such  price  quotations  for Shares  are not then  reported,  then the fair
     market  value  of a  Share,  as  determined  by  the  Board  pursuant  to a
     reasonable method adopted in good faith for such purpose.

1.7  "Incentive  Stock Option" means an Option  granted under this Plan that the
     Board  designates  as an incentive  stock  option under  Section 422 of the
     Code.

1.8  "Non-Employee  Director"  means any member of the Company's or an Affiliate
     Company' s Board of Directors who is not an Employee.

1.9  "Non  statutory  Stock Option" means an Option granted under this U.S. Plan
     that is not an Incentive Stock Option.

1.10 "Option" means an option to purchase Shares granted under this U.S. Plan.

1.11 "Section 422 Employee"  means an Employee who is employed by the Company or
     a "parent  corporation"  or  "subsidiary  corporation"  (both as defined in
     Section 424(e) and (f) of the Code) with respect to the Company.

1.12 "Share" means (a) an American Depository Share covering one share of Common
     Stock or (b) a share of Common Stock.

1.13 "Ten-Percent  Stockholder"  means a Participant  who (applying the rules of
     Section  424(d) of the Code)  owns  stock  possessing  more than 10% of the
     total  combined  voting  power of all  classes of stock of the Company or a
     "parent  corporation"  or  "subsidiary  corporation"  (both as  defined  in
     Section 424(e) and (f) of the Code) with respect to the Company.

1.14 Capitalised  terms not  otherwise  defined  herein  shall have the  meaning
     specified in the Core Plan.


<PAGE>
                                                              International Plan


2.   Applicability of the Core Plan

     Save as in this U.S. Plan specified otherwise, all the terms and provisions
     of the Core Plan shall  apply  mutatis  mutandis  to the  granting of stock
     options under the U.S. Plan.


3.   Eligibility

     Options  may be granted  under  this U.S.  Plan only to  Eligible  Persons;
     provided,  however,  that  Incentive  Stock  Options may be granted only to
     Eligible Persons who are Section 422 Employees on the Grant Date.


4.   Options

4.1  Options  granted under this U.S.  Plan to Eligible  Persons shall be either
     Incentive  Stock Options or Non statutory  Stock Options,  as designated by
     the Board;  provided,  however,  that  Incentive  Stock Options may only be
     granted to Eligible  Persons who are  Section  422  Employees  on the Grant
     Date. Each Option granted under this U.S. Plan shall be clearly  identified
     either as a Non statutory Stock Option or an Incentive Stock Option.

4.2  The Exercise Price of an Incentive  Stock Option shall not be less than one
     hundred  percent  (100%) of the Fair  Market  Value of a Share on the Grant
     Date;  provided,  however,  that in the case of an  Incentive  Stock Option
     granted  to  an  Employee  who,  on  the  Grant  Date,  is  a  Ten  Percent
     Stockholder,  the Exercise Price shall not be less than one hundred and ten
     percent (110%) of the Fair Market Value of a Share on the Grant Date.

4.3  The duration under Section 7 of the Core Plan of an Incentive  Stock Option
     granted to a Ten-Percent  Stockholder  shall not exceed five (5) years from
     the Grant Date.

4.4  To the extent that,  during any calendar  year,  an Incentive  Stock Option
     becomes  exercisable  for the first time with  respect to Shares  having an
     aggregate  fair  market  value in excess of the limit  imposed  by  Section
     422(d) of the Code or if all or any  portion of the Option  otherwise  does
     not qualify as an incentive stock option under Section 422 of the Code, (a)
     the Option  shall,  to such  extent,  be treated as a non  statutory  stock
     option and not as an incentive  stock option,  and (b) upon any exercise of
     the Option,  the  Participant  shall be required to designate the extent to
     which the exercise of the Option is with respect to that  portion,  if any,
     of the Option that is a non  statutory  stock option and that  portion,  if
     any, of the Option that is an incentive  stock  option.  If, as of the same
     date,  a  Participant  exercises an Option with respect to a portion of the
     Option that is an  incentive  stock option and with respect to a portion of
     the Option that is a non statutory  stock  option,  the Company shall cause
     separate   receipts  or  certificates  to  be  issued  to  the  Participant
     representing  (a) those Shares that were acquired  pursuant to the exercise
     of an  incentive  stock  option,  and (b) those  Shares that were  acquired
     pursuant to the exercise of a non statutory stock option.


5.   Capital Adjustments

     In the event of any change in the outstanding  American  Depository  Shares
     covering  Common  Stock or in the event of any  change  in the  outstanding
     Common Stock by reason of any stock dividend,  split-up,  recapitalisation,
     reclassification, combination or exchange of shares, merger, consolidation,
     liquidation  or the like, the Board may, in its  discretion,  provide for a
     substitution  for or  adjustment  in (a) the  number  and  class of  Shares
     subject to outstanding Options, and (b) the Exercise Price of Options.


                                                                              13
<PAGE>
                                                              International Plan


6.   Withholding


     The Company's  obligation to deliver  Shares or pay any amount  pursuant to
     the terms of any  Option  hereunder  shall be subject  to  satisfaction  of
     applicable federal,  state and local tax withholding  requirements.  Unless
     otherwise provided by the Board, and subject to any rules prescribed by the
     Board,  a Participant  may satisfy any such  withholding  tax obligation by
     either of the following means or by a combination of such means:  (a) check
     or wire  transfer,  or (b)  authorising  the  Company  to  withhold  Shares
     otherwise issuable to the Participant.




7.   Non transferability


     Options  granted under this U.S. Plan shall not be  transferable  except by
     will, the laws of descent and  distribution,  or to the extent  required by
     applicable law.




8.   Amendment and Termination of the U.S. Plan

8.1  Section 14 of the Core Plan shall apply mutatis mutandis to the U.S. Plan.

8.2  After making any amendment to the U.S. Plan under rule 8.1 above, the Board
     shall  notify  any  Participant  affected  thereby  in  writing  as soon as
     reasonably practicable.

8.3  In accordance with the Board's powers under section 5 of the Core Plan, the
     Board shall if it deems necessary  delegate authority to any one or more of
     the officers of the Company to be responsible for the administration of the
     U.S. Plan.






                                                                              14