<PAGE>










                            COMPUTRON SOFTWARE, INC.

                             1998 STOCK OPTION PLAN




<PAGE>



                                TABLE OF CONTENTS
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                                                                                                  Page
                                                                                                  ----
<S>            <C>                                                                                <C>
ARTICLE I.     PURPOSE..............................................................................1

ARTICLE II.    DEFINITIONS..........................................................................1

ARTICLE III.   ADMINISTRATION.......................................................................5

ARTICLE IV.    SHARE AND OTHER LIMITATIONS..........................................................9

ARTICLE V.     ELIGIBILITY.........................................................................11

ARTICLE VI.    STOCK OPTIONS.......................................................................12

ARTICLE VII.   STOCK APPRECIATION RIGHTS...........................................................14

ARTICLE VIII.  NON-EMPLOYEE DIRECTOR STOCK OPTIONS.................................................16

ARTICLE IX.    NON-TRANSFERABILITY AND TERMINATION OFEMPLOYMENT/CONSULTANCY PROVISIONS.............19

ARTICLE X.     CHANGE IN CONTROL PROVISIONS........................................................21

ARTICLE XI.    TERMINATION OR AMENDMENT OF PLAN....................................................23

ARTICLE XII.   UNFUNDED PLAN.......................................................................24

ARTICLE XIII.  GENERAL PROVISIONS..................................................................24

ARTICLE XIV.   EFFECTIVE DATE OF PLAN..............................................................27

ARTICLE XV.    TERM OF PLAN........................................................................27

ARTICLE XVI.   NAME OF PLAN........................................................................27

</TABLE>

<PAGE>


                            Computron Software, Inc.
                             1998 Stock Option Plan


                                   ARTICLE I.

                                     PURPOSE

    The purpose of the Computron Software, Inc. 1998 Stock Option Plan (the
"Plan") is to enhance the profitability and value of Computron Software, Inc.
(the "Company") and its Affiliates for the benefit of the Company's stockholders
by enabling the Company: (i) to offer employees and Consultants of the Company
and its Affiliates, stock based incentives and other equity interests in the
Company, thereby creating a means to raise the level of stock ownership by
employees and Consultants in order to attract, retain and reward such
individuals and strengthen the mutuality of interests between such individuals
and the Company's stockholders, and (ii) to make equity based awards to
Non-Employee Directors of the Company thereby attracting, retaining and
rewarding such Non-Employee Directors and strengthening the mutuality of
interests between such individuals and the Company's stockholders.


                                   ARTICLE II.

                                   DEFINITIONS

    For purposes of this Plan, the following terms shall have the following
meanings:

    2.1. "Acquisition Events" shall have the meaning set forth in Section
4.2(d).

    2.2. "Affiliate" shall mean other than the Company, (i) any Subsidiary; (ii)
any corporation in an unbroken chain of corporations beginning or ending with
the Company which owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain;
(iii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is controlled 50% or more
(whether by ownership of stock, assets or an equivalent ownership interest or
voting interest) by the Company or one of its Affiliates; or (iv) any other
entity, approved by the Committee as an Affiliate under the Plan, in which the
Company or any of its Affiliates has a material equity interest.

    2.3. "Award" shall mean any award under this Plan of any Stock Option or
Stock Appreciation Right. All Awards shall be confirmed by, and subject to the
terms of, a written agreement executed by the Company and the Participant.

    2.4. "Board" shall mean the Board of Directors of the Company.



<PAGE>



    2.5. "Cause" shall mean, with respect to a Participant's Termination of
Employment or Termination of Consultancy: (i) in the case where there is no
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the relevant grant or Award, or where there is an
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect at the time of the relevant grant or Award but such
agreement does not define "cause" (or words of like import), termination due to
a Participant's dishonesty, fraud, insubordination, willful misconduct, refusal
to perform services (for any reason other than illness or incapacity) or
materially unsatisfactory performance of his or her duties for the Company or an
Affiliate; or (ii) in the case where there is an employment agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the
relevant grant or Award that defines "cause" (or words of like import);
provided, that with regard to any agreement that conditions "cause" on
occurrence of a change in control, such definition of "cause" shall not apply
until a change in control actually takes place and then only with regard to a
termination thereafter. A Participant shall be deemed to be terminated for
"cause" if the Participant, following his or her Termination of Employment or
Termination of Consultancy, engages in any "competitive activity" with the
Company or its Affiliates, as determined by the Committee, in its sole
discretion. With respect to a Participant's Termination of Directorship, "cause"
shall mean an act or failure to act that constitutes "cause" for removal of a
director under applicable Delaware law.

    2.6. "Code" shall mean the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision.

    2.7. "Committee" shall mean a committee or subcommittee of the Board
appointed from time to time by the Board, which committee or subcommittee shall
consist of two or more non-employee directors, each of whom is intended to be,
to the extent required by Rule 16b-3 and Section 162(m) of the Code, a
"non-employee director "as defined in Rule 16b-3 and an "outside director" as
defined under Section 162(m) of the Code. Notwithstanding anything herein to the
contrary, the Board shall act as the Committee under this Plan with respect to
any grants of Non-Qualified Stock Options to Non-Employee Directors (whether
discretionary or automatic). To the extent that no Committee exists which has
the authority to administer this Plan, the functions of the Committee shall be
exercised by the Board. If for any reason the appointed Committee does not meet
the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance
with the requirements of Rule 16b-3 and Section 162(m) of the Code shall not
affect the validity of Awards, grants, interpretations or other actions of the
Committee.

    2.8. "Common Stock" shall mean the common stock, $.01 par value per share,
of the Company.



                                       2
<PAGE>


    2.9. "Company" shall mean Computron Software, Inc., a Delaware corporation.

    2.10. "Consultant" shall mean any adviser or consultant to the Company or
its Affiliates who is eligible pursuant to Section 5.1 to be granted Stock
Options and Stock Appreciation Rights under this Plan.

    2.11. "Disability" shall mean total and permanent disability, as defined in
Section 22(e)(3) of the Code.

    2.12. "Effective Date" shall mean the effective date of this Plan as defined
in Article XIV.

    2.13. "Eligible Employee" shall mean any employee of the Company or its
Affiliates who is eligible pursuant to Section 5.1 to be granted Stock Options
and Stock Appreciation Rights under this Plan. Notwithstanding the foregoing,
with respect to the grant of Incentive Stock Options, Eligible Employee shall
mean any employee of the Company or any Affiliate described in Section 2.2(i) or
(ii) who is eligible pursuant to Section 5.2 to be granted Incentive Stock
Options under this Plan.

    2.14. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

    2.15. "Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the last sales price reported for the
Common Stock on the applicable date: (i) as reported on the principal national
securities exchange on which it is then traded or the Nasdaq Stock Market, Inc.
or (ii) if not traded on any such national securities exchange or the Nasdaq
Stock Market, Inc., as quoted on an automated quotation system sponsored by the
National Association of Securities Dealers. If the Common Stock is not readily
tradable on a national securities exchange, the Nasdaq Stock Market, Inc., or
any automated quotation system sponsored by the National Association of
Securities Dealers, its Fair Market Value shall be set in good faith by the
Committee. For purposes of the exercise of any Stock Appreciation Right the
applicable date shall be the date a notice of exercise is received by the
Committee or, if not a day on which the applicable market is open, the next day
that it is open.

    2.16. "Incentive Stock Option" shall mean any Stock Option awarded under
this Plan intended to be and designated as an "incentive stock option" within
the meaning of Section 422 of the Code.



                                       3
<PAGE>


    2.17. "Limited Stock Appreciation Right" shall mean an Award made pursuant
to Section 7.5 of this Plan which may be a Tandem Stock Appreciation Right or a
Non-Tandem Stock Appreciation Right.

    2.18. "Non-Employee Director" shall mean any director of the Company who is
not an employee of the Company or any Affiliate and who is eligible pursuant to
Section 5.3 to be granted Stock Options under Article VIII.

    2.19. "Non-Qualified Stock Option" shall mean any Stock Option awarded under
this Plan that is not an Incentive Stock Option.

    2.20. "Non-Tandem Stock Appreciation Right" shall mean a Stock Appreciation
Right entitling the holder to receive an amount in cash or stock equal to the
excess of: (i) the Fair Market Value of a share of Common Stock as of the date
such right is exercised, over (ii) the aggregate exercise price of such right,
otherwise than on surrender of a Stock Option.

    2.21. "Participant" shall mean any Eligible Employee, Consultant or
Non-Employee Director to whom an Award has been made under this Plan.

    2.22. "Reference Stock Option" shall have the meaning set forth in Section
7.1.

    2.23. "Retirement" with respect to a Participant's Termination of Employment
or Termination of Consultancy shall mean a Termination of Employment or
Termination of Consultancy without Cause from the Company and an Affiliate by a
Participant who has attained: (i) at least age 65; or (ii) such earlier date
after age 55 as approved by the Committee, in its sole discretion, with regard
to such Participant. With respect to a Participant's Termination of
Directorship, Retirement shall mean the failure to stand for reelection or the
failure to be reelected after a Participant has attained age 65.

    2.24. "Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provisions.

    2.25. "Section 162(m) of the Code" shall mean the exception for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.

    2.26. "Stock Appreciation Right" or "SAR" shall mean the right pursuant to
an Award granted under Article VII.

    2.27. "Stock Option" or "Option" shall mean any Option to purchase shares of
Common Stock granted to Eligible Employees or Consultants pursuant to Article VI
or granted to Non-Employee Directors pursuant to Article VI or VIII.



                                       4
<PAGE>


    2.28. "Subsidiary" shall mean any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.

    2.29. "Tandem Stock Appreciation Right" shall mean a Stock Appreciation
Right entitling the holder to surrender to the Company all (or a portion) of a
Stock Option in exchange for an amount in cash or stock equal to the excess of:
(i) the Fair Market Value, on the date such Stock Option (or such portion
thereof) is surrendered, of the Common Stock covered by such Stock Option (or
such portion thereof), over (ii) the aggregate exercise price of such Stock
Option (or such portion thereof).

    2.30. "Ten Percent Stockholder" shall mean a person owning stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or its Subsidiaries or its parent corporations, as defined in Section
424(e) of the Code.

    2.31. "Termination of Consultancy" shall mean, with respect to a Consultant,
that the Consultant is no longer acting as a Consultant to the Company and its
Affiliates. In the event an entity shall cease to be an Affiliate, there shall
be deemed a Termination of Consultancy of any individual who is not otherwise a
Consultant of the Company or another Affiliate at the time the entity ceases to
be an Affiliate.

    2.32. "Termination of Directorship" shall mean, with respect to a
Non-Employee Director, that the Non-Employee Director has ceased to be a
director of the Company.

    2.33. "Termination of Employment" shall mean: (i) a termination of service
of a Participant from the Company and its Affiliates; or (ii) when an entity
which is employing a Participant ceases to be an Affiliate, unless the
Participant thereupon becomes employed by the Company or another Affiliate.

    2.34. "Transfer" or "Transferred" shall mean anticipate, alienate, attach,
sell, assign, pledge, encumber, charge or otherwise transfer.


                                  ARTICLE III.

                                 ADMINISTRATION

    3.1. The Committee. This Plan shall be administered and interpreted by the
Committee. Notwithstanding anything herein to the contrary, the Board shall act
as the Committee under this Plan into respect to any discretionary grants of
Non-Qualified Stock Options to Non-Employee Directors.



                                       5
<PAGE>


    3.2. Awards. The Committee or the Board, as applicable, shall have full
authority to grant, pursuant to the terms of this Plan (including Article V
hereof) Stock Options to Participants and Stock Appreciation Rights to Eligible
Employees and Consultants and to otherwise administer this Plan. In particular,
the Committee or the Board, as applicable, shall have the authority:

         (a) to select the Participants to whom Stock Options may from time to
    time be granted hereunder and the Eligible Employees and Consultants to whom
    Stock Appreciation Rights may from time to time be granted hereunder;

         (b) to determine whether and to what extent Stock Options are to be
    granted hereunder to one or more Participants and Stock Appreciation Rights
    are to be granted hereunder to one or more Eligible Employees or
    Consultants;

         (c) to determine, in accordance with the terms of this Plan, the number
    of shares of Common Stock to be covered by each Award to a Participant
    hereunder;

         (d) to determine the terms and conditions, not inconsistent with the
    terms of this Plan, of any Award granted hereunder to a Participant
    (including, but not limited to, the exercise or purchase price (if any), any
    restriction or limitation, any vesting schedule or acceleration thereof or
    any forfeiture restrictions or waiver thereof, regarding any Stock Option or
    Stock Appreciation Right, and the shares of Common Stock relating thereto,
    based on such factors, if any, as the Committee or the Board, as applicable,
    shall determine, in its sole discretion);

         (e) to determine whether and under what circumstances a Stock Option
    may be settled in cash and/or Common Stock under Section 6.3(d);

         (f) to determine whether, to what extent and under what circumstances
    to provide loans (which may be on a recourse basis and shall bear interest
    at the rate the Committee shall provide) to Eligible Employees and
    Consultants in order to exercise Options under this Plan;

         (g) to determine whether a Stock Appreciation Right shall be a Tandem
    Stock Appreciation Right or Non-Tandem Stock Appreciation Right;

         (h) to determine whether to require a Participant, as a condition of
    the granting of any Award, to not sell or otherwise dispose of shares
    acquired pursuant to the exercise of an Option or as an Award for a period
    of time as determined by the Committee or the Board, as applicable, in its
    sole discretion, following the date of the acquisition of such Option or
    Award;

         (i) to modify, extend or renew an Award, subject to Section 11.1
    herein, provided, however, that if an Award is modified, extended or renewed
    and thereby deemed to be the issuance of a new Award under the Code or the
    applicable accounting 



                                       6
<PAGE>



    rules, the exercise price of an Award may continue to be the original 
    exercise price even if less than the Fair Market Value of the Common Stock 
    at the time of such modification, extension or renewal; and

         (j) to offer to buy out an Option previously granted, based on such
    terms and conditions as the Committee or the Board, as applicable, shall
    establish and communicate to the Participant at the time such offer is made.

    3.3. Guidelines. Subject to Article XI hereof, the Committee or the Board,
as applicable, shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing this Plan and perform
all acts, including the delegation of its administrative responsibilities, as it
shall, from time to time, deem advisable; to construe and interpret the terms
and provisions of this Plan and any Award issued under this Plan (and any
agreements relating thereto); and to otherwise supervise the administration of
this Plan. The Committee or the Board, as applicable, may correct any defect,
supply any omission or reconcile any inconsistency in this Plan or in any
agreement relating thereto in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action
would be permitted under the applicable provisions of both Rule 16b-3 and
Section 162(m) of the Code. The Committee or the Board, as applicable, may adopt
special guidelines and provisions for persons who are residing in, or subject
to, the taxes of, countries other than the United States to comply with
applicable tax and securities laws. To the extent applicable, this Plan is
intended to comply with the applicable requirements of Rule 16b-3 and Section
162(m) of the Code and shall be limited, construed and interpreted in a manner
so as to comply therewith.

    3.4. Decisions Final. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company, the Board, or the
Committee (or any of its members) arising out of or in connection with this Plan
shall be within the absolute discretion of the Company, the Board or the
Committee, as the case may be, and shall be final, binding and conclusive on the
Company and its Affiliates and all employees and Participants and their
respective heirs, executors, administrators, successors and assigns.

    3.5. Reliance on Counsel. The Company, the Board or the Committee may
consult with legal counsel, who may be counsel for the Company or other counsel,
with respect to its obligations or duties hereunder, or with respect to any
action or proceeding or any question of law, and shall not be liable with
respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.

    3.6. Procedures. If the Committee is appointed, the Board shall designate
one of the members of the Committee as chairman and the Committee shall hold
meetings, subject to the By-Laws of the Company, at such times and places as the
Committee shall deem advisable. A majority of the Committee members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all the Committee members in accordance with the By-Laws of the
Company shall be fully as effective as if it had been made by a vote at a
meeting duly 


                                       7
<PAGE>


called and held. The Committee may keep minutes of its meetings and may make
such rules and regulations for the conduct of its business as it shall deem
advisable.




                                       8
<PAGE>

    3.7. Designation of Consultants/Liability.

         (a) The Committee or the Board, as applicable, may designate employees
    of the Company and professional advisors to assist the Committee or the
    Board, as applicable, in the administration of this Plan and may grant
    authority to employees to execute agreements or other documents on behalf of
    the Committee or the Board, as applicable.

         (b) The Committee or the Board, as applicable, may employ such legal
    counsel, consultants and agents as it may deem desirable for the
    administration of this Plan and may rely upon any opinion received from any
    such counsel or consultant and any computation received from any such
    consultant or agent. Expenses incurred by the Committee or Board in the
    engagement of any such counsel, consultant or agent shall be paid by the
    Company. The Board, its directors, the Committee, its members and any person
    designated pursuant to Section 3.7(a) shall not be liable for any action or
    determination made in good faith with respect to this Plan. To the maximum
    extent permitted by applicable law, no officer of the Company or member or
    former member of the Committee or of the Board shall be liable for any
    action or determination made in good faith with respect to this Plan or any
    Award granted under it. To the maximum extent permitted by applicable law
    and the Certificate of Incorporation and By-Laws of the Company and to the
    extent not covered by insurance, each officer and member or former member of
    the Committee or of the Board shall be indemnified and held harmless by the
    Company against any cost or expense (including reasonable fees of counsel
    reasonably acceptable to the Company) or liability (including any sum paid
    in settlement of a claim with the approval of the Company), and advanced
    amounts necessary to pay the foregoing at the earliest time and to the
    fullest extent permitted, arising out of any act or omission to act in
    connection with this Plan, except to the extent arising out of such
    officer's, member's or former member's own fraud or bad faith. Such
    indemnification shall be in addition to any rights of indemnification the
    officers, directors or members or former officers, directors or members may
    have under applicable law or under the Certificate of Incorporation or
    By-Laws of the Company or any Affiliate. Notwithstanding anything else
    herein, this indemnification will not apply to the actions or determinations
    made by an individual with regard to Awards granted to him under this Plan.


                                   ARTICLE IV.

                           SHARE AND OTHER LIMITATIONS

    4.1. Shares.

         (a) General Limitation. The aggregate number of shares of Common Stock
    which may be issued or used for reference purposes under this Plan shall not
    exceed 1,500,000 shares (subject to any increase or decrease pursuant to
    Section 4.2) which 


                                       9
<PAGE>


    may be either authorized and unissued Common Stock or Common Stock held in
    or acquired for the treasury of the Company. If any Option or Stock
    Appreciation Right granted under this Plan expires, terminates or is
    canceled for any reason without having been exercised in full, the number of
    shares of Common Stock underlying any unexercised Stock Appreciation Right
    or Option shall again be available for the purposes of Awards under this
    Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation
    Right granted in tandem with an Option is granted under this Plan, such
    grant shall only apply once against the maximum number of shares of Common
    Stock which may be issued under this Plan. In addition, in determining the
    number of shares of Common Stock available for awards other than awards of
    Incentive Stock Options, if Common Stock has been exchanged by a Participant
    as full or partial payment to the Company, or for withholding, in connection
    with the exercise of a Stock Option or the number shares of Common Stock
    otherwise deliverable has been reduced for withholding, the number of shares
    of Common Stock exchanged as payment in connection with the exercise or for
    withholding or reduced shall again be available under this Plan. Any shares
    of Common Stock that are issued by the Company, and any awards that are
    granted through the assumption of, or in substitution for, outstanding
    awards previously granted by an acquired entity shall not be counted against
    the shares of Common Stock available for issuance under this Plan other than
    with regard to determining the number of shares available for Incentive
    Stock Options.

         (b) Individual Participant Limitations. The maximum number of shares of
    Common Stock subject to Awards which may be granted under this Plan during
    any calendar year of the Company to each Eligible Employee shall be 200,000
    shares (subject to any increase or decrease pursuant to Section 4.2) other
    than with regard to the calendar year in which an Eligible Employee
    initially commences employment with the Company and its Affiliates. With
    respect to the calendar year in which an Eligible Employee initially
    commences employment with the Company and its Affiliates, but only with
    regard to such Eligible Employee, the maximum number of shares of Common
    Stock subject to Awards which may be granted under this Plan shall be
    400,000 shares (subject to any increase or decrease pursuant to Section
    4.2). If a Tandem Stock Appreciation Right or Limited Stock Appreciation
    Right is granted in tandem with an Option it shall apply against the
    Eligible Employee's individual share limitations for both Stock Appreciation
    Rights and Options. To the extent that shares of Common Stock for which
    Options or Stock Appreciation Rights are permitted to be granted to a
    Participant pursuant to Section 4.1(b) during a calendar year of the Company
    are not covered by a grant of an Option or a Stock Appreciation Right in the
    Company's calendar year, such shares of Common Stock shall be available for
    grant or issuance to the Participant in any subsequent calendar year during
    the term of this Plan.

    4.2. Changes.

         (a) The existence of this Plan and the Awards granted hereunder shall
    not affect in any way the right or power of the Board or the stockholders of
    the Company 



                                       10
<PAGE>



    to make or authorize any adjustment, recapitalization, reorganization or
    other change in the Company's capital structure or its business, any merger
    or consolidation of the Company, or Affiliates, any issue of bonds,
    debentures, preferred or prior preference stock ahead of or affecting Common
    Stock, the authorization or issuance of additional shares of Common Stock,
    the dissolution or liquidation of the Company or Affiliates, any sale or
    transfer of all or part of its assets or business or any other corporate act
    or proceeding.

         (b) In the event of any change in the capital structure or business of
    the Company by reason of any stock dividend or extraordinary dividend, stock
    split or reverse stock split, recapitalization, reorganization, merger,
    consolidation, split-up, combination or exchange of shares, distribution
    with respect to its outstanding Common Stock or capital stock other than
    Common Stock, reclassification of its capital stock, any sale or transfer of
    all or part of the Company's assets or business, or any similar change
    affecting the Company's capital structure or business and the Committee or
    the Board, as applicable, determines an adjustment is appropriate under this
    Plan, then the aggregate number and kind of shares which thereafter may be
    issued under this Plan, the number and kind of shares or other property
    (including cash) to be issued upon exercise of an outstanding Option or
    other Awards granted under this Plan and the purchase or exercise price
    thereof shall be appropriately adjusted consistent with such change in such
    manner as the Committee or the Board, as applicable, may deem equitable to
    prevent substantial dilution or enlargement of the rights granted to, or
    available for, Participants under this Plan or as otherwise necessary to
    reflect the change, and any such adjustment determined by the Committee or
    the Board, as applicable, in good faith shall be binding and conclusive on
    the Company and all Participants and employees and their respective heirs,
    executors, administrators, successors and assigns.

         (c) Fractional shares of Common Stock resulting from any adjustment in
    Options or Awards pursuant to Section 4.2(a) or (b) shall be aggregated
    until, and eliminated at, the time of exercise by rounding-down for
    fractions less than one-half and rounding-up for fractions equal to or
    greater than one-half. No cash settlements shall be made with respect to
    fractional shares eliminated by rounding. Notice of any adjustment shall be
    given by the Committee or the Board, as applicable, to each Participant
    whose Option or Award has been adjusted and such adjustment (whether or not
    such notice is given) shall be effective and binding for all purposes of
    this Plan.

         (d) In the event of a merger or consolidation in which the Company is
    not the surviving entity or in the event of any transaction that results in
    the acquisition of all or substantially all of the Company's outstanding
    Common Stock by a single person or entity or by a group of persons and/or
    entities acting in concert, or in the event of the sale or transfer of all
    or substantially all of the Company's assets (all of the foregoing being
    referred to as "Acquisition Events"), then the Committee may, in its sole
    discretion, terminate all outstanding Options and Stock Appreciation Rights
    of Eligible Employees and Consultants, effective as of the date of the
    Acquisition Event, 



                                       11
<PAGE>


    by delivering notice of termination to each such Participant at least 30
    days prior to the date of consummation of the Acquisition Event; provided,
    that during the period from the date on which such notice of termination is
    delivered to the consummation of the Acquisition Event, each such
    Participant shall have the right to exercise in full all of his or her
    Options and Stock Appreciation Rights that are then outstanding (whether
    vested or not vested) but contingent on the occurrence of the Acquisition
    Event, and, provided that, if the Acquisition Event does not take place
    within a specified period after giving such notice for any reason
    whatsoever, the notice and exercise shall be null and void. If an
    Acquisition Event occurs, to the extent the Committee does not terminate the
    outstanding Options and Stock Appreciation Rights pursuant to this Section
    4.2(d), then the provisions of Section 4.2(b) shall apply. This provision
    shall not apply to any Options granted to Non-Employee Directors.

    4.3. Purchase Price. Notwithstanding any provision of this Plan to the
contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration
which is less than as permitted under applicable law.


                                   ARTICLE V.

                                   ELIGIBILITY

    5.1. All employees and Consultants of the Company and its Affiliates are
eligible to be granted Non-Qualified Stock Options and Stock Appreciation Rights
under this Plan. Eligibility shall be determined by the Committee in its sole
discretion.

    5.2. All employees of the Company and its Affiliates described in Section
2.2(i) or (ii) are eligible to be granted Incentive Stock Options under this
Plan. Eligibility shall be determined by the Committee in its sole discretion.

    5.3. Non-Employee Directors of the Company are eligible to receive automatic
awards of Non-Qualified Stock Options in accordance with Article VIII of this
Plan and discretionary awards of Non-Qualified Stock Options under Article VI of
this Plan. Eligibility for discretionary awards of Non-Qualified Stock Options
shall be determined by the Board in its sole discretion.

                                   ARTICLE VI.

                                  STOCK OPTIONS

    6.1. Options. Each Stock Option granted hereunder shall be one of two types:
(i) an Incentive Stock Option intended to satisfy the requirements of Section
422 of the Code, or (ii) a Non-Qualified Stock Option.



                                       12
<PAGE>


    6.2. Grants. The Committee shall have the authority to grant to any Eligible
Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or
both types of Stock Options (in each case with or without Stock Appreciation
Rights). To the extent that any Stock Option does not qualify as an Incentive
Stock Option (whether because of its provisions or the time or manner of its
exercise or otherwise), such Stock Option or the portion thereof which does not
so qualify, shall constitute a separate Non-Qualified Stock Option. The
Committee shall have the authority to grant to any Consultant one or more
Non-Qualified Stock Options (with or without Stock Appreciation Rights). The
Board shall have the authority to grant to any Non-Qualified Director a
Non-Qualified Stock Option. Notwithstanding any other provision of this Plan to
the contrary or any provision in an agreement evidencing the grant of an Option
to the contrary, any Option granted to an Employee of an Affiliate (other than
one described in Section 2.2(i) or (ii)), a Non-Employee Director or a
Consultant shall be a Non-Qualified Stock Option.

    6.3. Terms of Options. Options granted under this Plan shall be subject to
the following terms and conditions, and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee or the Board, as applicable, shall deem desirable:

         (a) Option Exercise Price. The exercise price per share of Common Stock
    subject to a Stock Option granted under this Article VI shall be determined
    by the Committee or the Board, as applicable, at the time of grant but shall
    not be less than 100% of the Fair Market Value of a share of Common Stock at
    the time of grant; provided, however, that if an Incentive Stock Option is
    granted to a Ten Percent Stockholder, the exercise price per share shall be
    no less than 110% of the Fair Market Value of the Common Stock.

         (b) Option Term. The term of each Stock Option shall be fixed by the
    Committee or the Board, as applicable, but no Stock Option shall be
    exercisable more than 10 years after the date the Option is granted,
    provided, however, the term of an Incentive Stock Option granted to a Ten
    Percent Stockholder may not exceed five years.

         (c) Exercisability. Stock Options shall be exercisable at such time or
    times and subject to such terms and conditions as shall be determined by the
    Committee or the Board, as applicable, at the time of grant. If the
    Committee or the Board provides, in its discretion, that any Stock Option is
    exercisable subject to certain limitations (including, without limitation,
    that it is exercisable only in installments or within certain time periods),
    the Committee or the Board, as applicable, may waive such limitations on the
    exercisability at any time at or after the time of grant in whole or in part
    (including, without limitation, that the Committee or the Board, may waive
    the installment exercise provisions or accelerate the time at which Options
    may be exercised), based on such factors, if any, as the Committee or the
    Board shall determine, in its sole discretion.



                                       13
<PAGE>


         (d) Method of Exercise. Subject to whatever installment exercise and
    waiting period provisions apply under Section 6.3(c), Stock Options may be
    exercised in whole or in part at any time during the Option term, by giving
    written notice of exercise to the Company specifying the number of shares to
    be purchased. Common Stock purchased pursuant to the exercise of a Stock
    Option shall be paid for at the time of exercise as follows: (i) in cash or
    by check, bank draft or money order payable to the order of Company; (ii) if
    the Common Stock is traded on a national securities exchange, the Nasdaq
    Stock Market, Inc. or quoted on a national quotation system sponsored by the
    National Association of Securities Dealers, through the delivery of
    irrevocable instructions to a broker to deliver promptly to the Company an
    amount equal to the purchase price; or (iii) on such other terms and
    conditions as may be acceptable to the Committee or the Board, as
    applicable, (which may include payment in full or part in the form of Common
    Stock owned by the Participant for a period of at least 6 months (and for
    which the Participant has good title free and clear of any liens and
    encumbrances) based on the Fair Market Value of the Common Stock on the
    payment date as determined by the Committee or the Board or the surrender of
    vested Options owned by the Participant). No shares of Common Stock shall be
    issued until payment therefor, as provided herein, has been made or provided
    for.

         (e) Incentive Stock Option Limitations. To the extent that the
    aggregate Fair Market Value (determined as of the time of grant) of the
    Common Stock with respect to which Incentive Stock Options are exercisable
    for the first time by an Eligible Employee during any calendar year under
    this Plan and/or any other stock option plan of the Company or any
    Subsidiary or parent corporation (within the meaning of Section 424(e) of
    the Code) exceeds $100,000, such Options shall be treated as Options which
    are not Incentive Stock Options. In addition, if an Eligible Employee does
    not remain employed by the Company, any Subsidiary or parent corporation
    (within the meaning of Section 424(e) of the Code) at all times from the
    time the Option is granted until 3 months prior to the date of exercise (or
    such other period as required by applicable law), such Option shall be
    treated as an Option which is not an Incentive Stock Option.

         Should the foregoing provision not be necessary in order for the 
    Stock Options to qualify as Incentive Stock Options, or should any 
    additional protvisions be required, the Committee may amend this Plan 
    accordingly, without the necessity of obtaining the approval of the 
    stockholders of the Company.

         (f) Form, Modification, Extension and Renewal of Options. Subject to
    the terms and conditions and within the limitations of this Plan, an Option
    shall be evidenced by such form of agreement or grant as is approved by the
    Committee or the Board, as applicable, and the Committee or the Board may
    modify, extend or renew outstanding Options granted under this Plan
    (provided that the rights of a Participant are not reduced without his
    consent), or accept the surrender of outstanding Options (up to the extent
    not theretofore exercised) and authorize the granting of new Options in
    substitution therefor (to the extent not theretofore exercised).



                                       14
<PAGE>


         (g) Other Terms and Conditions. Options may contain such other
    provisions, which shall not be inconsistent with any of the foregoing terms
    of this Plan, as the Committee or the Board, as applicable, shall deem
    appropriate including, without limitation, permitting "reloads" such that
    the same number of Options are granted as the number of Options exercised,
    shares used to pay for the exercise price of Options or shares used to pay
    withholding taxes ("Reloads"). With respect to Reloads, the exercise price
    of the new Stock Option shall be the Fair Market Value on the date of the
    "reload" and the term of the Stock Option shall be the same as the remaining
    term of the Options that are exercised, if applicable, or such other
    exercise price and term as determined by the Committee or the Board, as
    applicable.


                                  ARTICLE VII.

                            STOCK APPRECIATION RIGHTS

    7.1. Tandem Stock Appreciation Rights. A Tandem Stock Appreciation Right may
be granted in conjunction with all or part of any Stock Option (a "Reference
Stock Option") granted under Article VI of this Plan. In the case of a Tandem
Stock Appreciation Right which is granted in conjunction with a Non-Qualified
Stock Option, such rights may be granted either at or after the time of the
grant of such Reference Stock Option. In the case of a Tandem Stock Appreciation
Right which is granted in conjunction with an Incentive Stock Option, such
rights may be granted only at the time of the grant of such Reference Stock
Option. Consultants shall not be eligible for a grant of Tandem Stock
Appreciation Rights granted in conjunction with all or part of an Incentive
Stock Option.

    7.2. Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock
Appreciation Rights shall be subject to such terms and conditions, not
inconsistent with the provisions of this Plan, as shall be determined from time
to time by the Committee, including Article IX and the following:

         (a) Term. A Tandem Stock Appreciation Right or applicable portion
    thereof granted with respect to a Reference Stock Option shall terminate and
    no longer be exercisable upon the termination or exercise of the Reference
    Stock Option, except that, unless otherwise determined by the Committee, in
    its sole discretion, at the time of grant, a Tandem Stock Appreciation Right
    granted with respect to less than the full number of shares covered by the
    Reference Stock Option shall not be reduced until and then only to the
    extent the exercise or termination of the Reference Stock Option causes the
    number of shares covered by the Tandem Stock Appreciation Right to exceed
    the number of shares remaining available and unexercised under the Reference
    Stock Option.

         (b) Exercisability. Tandem Stock Appreciation Rights shall be
    exercisable only at such time or times and to the extent that the Reference
    Stock Options to which 


                                       15
<PAGE>


    they relate shall be exercisable in accordance with the provisions of 
    Article VI and this Article VII.

         (c) Method of Exercise. A Tandem Stock Appreciation Right may be
    exercised by an optionee by surrendering the applicable portion of the
    Reference Stock Option. Upon such exercise and surrender, the Participant
    shall be entitled to receive an amount determined in the manner prescribed
    in this Section 7.2 and the Reference Stock Option or part thereof to which
    such Stock Appreciation Right is related shall be deemed to have been
    exercised for the purpose of the limitation set forth in Article IV of this
    Plan on the number of shares of Common Stock to be issued under this Plan.
    The Stock Options which have been so surrendered, in whole or in part, shall
    no longer be exercisable to the extent the related Tandem Stock Appreciation
    Rights have been exercised.

         (d) Payment. Upon the exercise of a Tandem Stock Appreciation Right a
    Participant shall be entitled to receive an amount in cash and/or Common
    Stock (as chosen by the Committee in its sole discretion) equal in value to
    the excess of the Fair Market Value of one share of Common Stock over the
    exercise price per share specified in the Reference Stock Option multiplied
    by the number of shares in respect of which the Tandem Stock Appreciation
    Right shall have been exercised, with the Committee having the right to
    determine the form of payment.

    7.3. Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation
Rights may also be granted without reference to any Stock Options granted under
Article VI of this Plan.

    7.4. Terms and Conditions of Non-Tandem Stock Appreciation Rights.
Non-Tandem Stock Appreciation Rights shall be subject to such terms and
conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, including Article IX and the
following:

         (a) Term. The term of each Non-Tandem Stock Appreciation Right shall be
    fixed by the Committee, but shall not be greater than 10 years after the
    date the right is granted.

         (b) Exercisability. Non-Tandem Stock Appreciation Rights shall be
    exercisable at such time or times and subject to such terms and conditions
    as shall be determined by the Committee at grant. If the Committee provides,
    in its discretion, that any such right is exercisable subject to certain
    limitations (including, without limitation, that it is exercisable only in
    installments or within certain time periods), the Committee may waive such
    limitation on the exercisability at any time at or after grant in whole or
    in part (including, without limitation, that the Committee may waive the
    installment exercise provisions or accelerate the time at which rights may
    be exercised), based on such factors, if any, as the Committee shall
    determine, in its sole discretion.



                                       16
<PAGE>


         (c) Method of Exercise. Subject to whatever installment exercise and
    waiting period provisions apply under subsection (b) above, Non-Tandem Stock
    Appreciation Rights may be exercised in whole or in part at any time during
    its term, by giving written notice of exercise to the Company specifying the
    number of Non-Tandem Stock Appreciation Rights to be exercised.

         (d) Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right
    a Participant shall be entitled to receive, for each right exercised, an
    amount in cash and/or Common Stock (as chosen by the Committee in its sole
    discretion) equal in value to the excess of the Fair Market Value of one
    share of Common Stock on the date the right is exercised over the Fair
    Market Value of one share of Common Stock on the date the right was awarded
    to the Participant.

    7.5. Limited Stock Appreciation Rights. The Committee may, in its sole
discretion, grant Limited Stock Appreciation Rights. Limited Stock Appreciation
Rights may be exercised only upon the occurrence of a Change in Control or such
other event as the Committee may, in its sole discretion, designate at the time
of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights,
except as otherwise provided in an Award agreement, the Participant shall
receive in cash or Common Stock, as determined by the Committee, an amount equal
to the amount: (i) set forth in Section 7.2(d) with respect to Tandem Stock
Appreciation Rights, or (ii) set forth in Section 7.4(d) with respect to
Non-Tandem Stock Appreciation Rights.


                                  ARTICLE VIII.

                       NON-EMPLOYEE DIRECTOR STOCK OPTIONS

    8.1. Options. The terms of this Article VIII shall apply only to Options
granted to Non-Employee Directors.

    8.2. Grants. Without further action by the Board or the stockholders of the
Company, each Non-Employee Director shall, subject to the terms of this Plan, be
granted:

         (a) Options to purchase 20,000 shares of Common Stock as of the date
    the Non-Employee Director begins service as a Non-Employee Director on the
    Board on or after the Effective Date of this Plan, and

         (b) Options to purchase 10,000 shares of Common Stock on the date of
    each annual stockholders meeting of the Company, beginning with the 1998
    annual stockholders meeting, provided such Non-Employee Director has, as of
    each such annual stockholders meeting, been a Non-Employee Director for at
    least 12 months and has not experienced a Termination of Directorship.


                                       17
<PAGE>


    8.3. Non-Qualified Stock Options. Stock Options granted under this Article 
VIII shall be Non-Qualified Stock Options.

    8.4. Terms of Options. Options granted under this Article VIII shall be 
subject to the following terms and conditions and shall be in such form and 
contain such additional terms and conditions, not inconsistent with terms of 
this Plan, as the Board shall deem desirable:

         (a) Option Exercise Price. The Option exercise price per share of
    Common Stock subject to an Option granted pursuant to Section 8.2(a)(1)
    shall be equal to 100% of the Fair Market Value of the share of Common Stock
    at the time of grant.

         (b) Exercisability. Except as otherwise provided herein, 25% of any
    Option granted under this Article VIII shall be exercisable on or after each
    of the four anniversaries immediately following the date of grant.
    Notwithstanding the foregoing, all Options shall fully vest and become
    exercisable upon a Change in Control.

         (c) Method of Exercise. A Non-Employee Director electing to exercise
    one or more Options shall give written notice of exercise to the Company
    specifying the number of shares to be purchased. Common Stock purchased
    pursuant to the exercise of a Stock Option shall be paid for at the time of
    exercise as follows: (i) in cash or by check, bank draft or money order
    payable to the order of Company; (ii) if the Common Stock is traded on a
    national securities exchange, the Nasdaq Stock Market, Inc. or quoted on a
    national quotation system sponsored by the National Association of
    Securities Dealers, through the delivery of irrevocable instructions to a
    broker to deliver promptly to the Company an amount equal to the purchase
    price; or (iii) on such other terms and conditions as may be acceptable to
    the Board (which may include payment in full or part in the form of Common
    Stock owned by the Participant for a period of at least 6 months (and for
    which the Participant has good title free and clear of any liens and
    encumbrances) based on the Fair Market Value of the Common Stock on the
    payment date as determined by the Board or the surrender of vested Options
    owned by the Participant). No shares of Common Stock shall be issued until
    payment therefore, as provided herein, has been made or provided for.

         (d) Option Term. Except as otherwise provided herein, if not previously
    exercised each Option shall expire upon the tenth anniversary of the date of
    the grant thereof.

    8.5. Termination of Directorship. The following rules apply with regard to
Options (including Options granted under Articles VI and VIII) upon the
Termination of Directorship:

         (a) Termination of Directorship by reason of Death or Disability.
    Except as otherwise provided herein, upon the Termination of Directorship,
    on account of death or Disability, all then outstanding Options shall fully
    vest and become exercisable and shall remain exercisable by the Participant
    or, in the case of death, by the Participant's estate or by the person given
    authority to exercise such Options by his or her will or by 



                                       18
<PAGE>


    operation of law, at any time within a period of one year from the date of
    such Termination of Directorship, but in no event beyond the expiration of
    the stated term of such Stock Option.

         (b) Otherwise Ceasing to be a Director Other than for Cause. Except as
    otherwise provided herein, upon the Termination of Directorship, on account
    of Retirement, resignation, failure to stand for reelection or failure to be
    reelected or otherwise other than as set forth in (b) below, all outstanding
    Options then exercisable and not exercised by the Participant prior to such
    Termination of Directorship shall remain exercisable, to the extent
    exercisable at the Termination of Directorship, at any time within a period
    of one year from the date of such Termination of Directorship, but in no
    event beyond the expiration of the stated term of such Stock Option.

         (c) Cause. Upon removal, failure to stand for reelection or failure to
    be renominated for Cause, or if the Company obtains or discovers information
    after Termination of Directorship that such Participant had engaged in
    conduct that would have justified a removal for Cause during such
    directorship, all outstanding Options of such Participant shall immediately
    terminate and shall be null and void.

         (d) Cancellation of Options. Except as provided in (a) above, no
    Options that were not exercisable during the period such person serves as a
    director shall thereafter become exercisable upon a Termination of
    Directorship for any reason or no reason whatsoever, and such Options shall
    terminate and become null and void upon a Termination of Directorship.

    8.6. Changes.

         (a) The Awards to a Non-Employee Director under Articles VI and VIII
    shall be subject to Sections 4.2(a), (b) and (c) of this Plan and this
    Section 8.6, but shall not be subject to Section 4.2(d).

         (b) If the Company shall not be the surviving corporation in any merger
    or consolidation, or if the Company is to be dissolved or liquidated, then,
    unless the surviving corporation assumes the Options or substitutes new
    Options which are determined by the Board in its sole discretion to be
    substantially similar in nature and equivalent in terms and value for
    Options then outstanding, upon the effective date of such merger,
    consolidation, liquidation or dissolution, any unexercised Options shall
    expire without additional compensation to the holder thereof; provided,
    that, the Board shall deliver notice to each Non-Employee Director at least
    30 days prior to the date of consummation of such merger, consolidation,
    dissolution or liquidation which would result in the expiration of the
    Options and during the period from the date on which such notice of
    termination is delivered to the consummation of the merger, consolidation,
    dissolution or liquidation, such Participant shall have the right to
    exercise in full effective as of such consummation all Options that are then
    outstanding (without regard to limitations on exercise otherwise contained
    in the Options) but 



                                       19
<PAGE>


    contingent on occurrence of the merger, consolidation, dissolution or
    liquidation, and, provided that, if the contemplated transaction does not
    take place within a 90 day period after giving such notice for any reason
    whatsoever, the notice, accelerated vesting and exercise shall be null and
    void and, if and when appropriate, new notice shall be given as aforesaid.


                                   ARTICLE IX.

                     NON-TRANSFERABILITY AND TERMINATION OF
                        EMPLOYMENT/CONSULTANCY PROVISIONS

    9.1. Except as otherwise provided in this Section 9.1, no Stock Option or
Stock Appreciation Right shall be Transferred by the Participant otherwise than
by will or by the laws of descent and distribution. All Stock Options and all
Stock Appreciation Rights shall be exercisable, during the Participant's
lifetime, only by the Participant. Tandem Stock Appreciation Rights may be
Transferred, to the extent permitted above, only with the underlying Stock
Option. No Award shall, except as otherwise specifically provided by law or
herein, be Transferred in any manner, and any attempt to Transfer any such Award
shall be void, and no such Award shall in any manner be used for the payment of,
subject to, or otherwise encumbered by or hypothecated for the debts, contracts,
liabilities, engagements or torts of any person who shall be entitled to such
Award, nor shall it be subject to attachment or legal process for or against
such person. Notwithstanding the foregoing, the Committee may determine at the
time of grant or thereafter, that a Non-Qualified Stock Option granted pursuant
to Article VI (other than a Non-Qualified Stock Option granted to a Non-Employee
Director) that is otherwise not transferable pursuant to this Article IX is
transferable in whole or part and in such circumstances, and under such
conditions, as specified by the Committee.

    9.2. Termination of Employment or Termination of Consultancy. The following
rules apply with regard to Options and SARs upon the Termination of Employment
or Termination of Consultancy of a Participant, unless otherwise determined by
the Committee at grant or, if no rights of the Participant (or his estate in the
event of death) are reduced, thereafter:

         (a) Termination by Reason of Death. If a Participant's Termination of
    Employment or Termination of Consultancy is by reason of his death, any
    Stock Option or SAR held by such Participant may be exercised, to the extent
    exercisable at the Participant's Termination of Employment or Termination of
    Consultancy, by the Participant's estate or by the person given authority to
    exercise such Options by his or her will or by operation of law, at any time
    within a period of one year from the date of such death, but in no event
    beyond the expiration of the stated term of such Stock Option or SAR.

         (b) Termination by Reason of Disability or Retirement. If a
    Participant's Termination of Employment or Termination of Consultancy is by
    reason of his 



                                       20
<PAGE>


    Disability or Retirement, any Stock Option or SAR held by such Participant
    may be exercised, to the extent exercisable at the Participant's Termination
    of Employment or Termination of Consultancy, by the Participant, at any time
    within a period of one year from the date of such Termination of Employment
    or Termination of Consultancy, but in no event beyond the expiration of the
    stated term of such Stock Option or SAR; provided, however, that, if the
    Participant dies within such exercise period, any unexercised Stock Option
    or SAR held by such Participant shall thereafter be exercisable by the
    Participant's estate or by the person given authority to exercise such
    Options by his or her will or by operation of law, to the extent to which it
    was exercisable at the time of death, for a period of one year (or such
    other period as the Committee may specify at grant or, if no rights of the
    Participant's estate are reduced, thereafter) from the date of such death,
    but in no event beyond the expiration of the stated term of such Stock
    Option or SAR.

         (c) Involuntary Termination Without Cause. If a Participant's
    Termination of Employment or Termination of Consultancy is by involuntary
    termination without Cause, any Stock Option or SAR held by such Participant
    may be exercised, to the extent exercisable at termination, by the
    Participant at any time within a period of 90 days from the date of such
    termination, but in no event beyond the expiration of the stated term of
    such Stock Option or SAR.

         (d) Voluntary Termination by the Participant. If a Participant's
    Termination of Employment or Termination of Consultancy is a voluntary
    termination by the Participant and occurs prior to, or more than 90 days
    after, the occurrence of an event which would be grounds for Termination of
    Employment or Termination of Consultancy for Cause (without regard to any
    notice or cure period requirements), any Stock Option or SAR held by such
    Participant may be exercised, to the extent exercisable at termination, by
    the Participant at any time within a period of 30 days from the date of such
    termination, but in no event beyond the expiration of the stated term of
    such Stock Option or SAR.

         (e) Termination for Cause. If a Participant's Termination of Employment
    or Termination of Consultancy is: (i) for Cause, or (ii) a voluntary
    termination (as provided in subsection (d) above) within 90 days after an
    event which would be grounds for a Termination of Employment or Termination
    of Consultancy for Cause, any Stock Option or SAR held by such Participant
    shall thereupon terminate and expire as of the date of termination.

    9.3. Termination Repayment. Notwithstanding anything else in this Plan to
the contrary, in the event (i) a Participant's Termination of Employment or
Termination of Consultancy occurs not more than 3 months after the exercise of a
Stock Option or SAR, or (ii) a Participant engages in a competitive activity as
determined by the Committee in its sole discretion after the exercise of a Stock
Option or SAR, the Committee may, in its sole discretion, require the
Participant to pay the Company an amount in cash, for each share with respect to
which the Option or SAR was exercised, equal to the difference between: (i) the




                                       21
<PAGE>


Fair Market Value of the Common Stock on the date of such termination or
determination, as applicable, and (ii) the exercise price for each such share.


                                   ARTICLE X.

                          CHANGE IN CONTROL PROVISIONS

    10.1. Benefits. In the event of a Change in Control of the Company (as
defined below), except as otherwise provided by the Committee upon the grant of
an Option to an Eligible Employee or Consultant, the Participant shall be
entitled to the following benefits:

         (a) Subject to paragraph (b) below with regard to Options granted to
    Eligible Employees and Consultants, all outstanding Options and the related
    Tandem Stock Appreciation Rights and Non-Tandem Stock Appreciation Rights of
    such Participant granted prior to the Change in Control shall be fully
    vested and immediately exercisable in their entirety. The Committee or the
    Board (as applicable), in its sole discretion, may provide for the purchase
    of any such Stock Options by the Company for an amount of cash equal to the
    excess of the Change in Control Price (as defined below) of the shares of
    Common Stock covered by such Stock Options, over the aggregate exercise
    price of such Stock Options. For purposes of this Section 10.1, Change in
    Control Price shall mean the higher of: (i) the highest price per share of
    Common Stock paid in any transaction related to the Change in Control of the
    Company, or (ii) the highest Fair Market Value per share of Common Stock at
    any time during the 60 day period preceding the Change in Control.

         (b) Notwithstanding anything to the contrary herein, unless the
    Committee provides otherwise at the time an Option is granted to an Eligible
    Employee or Consultant hereunder or thereafter, no acceleration of
    exercisability shall occur with respect to such Option if the Committee
    reasonably determines in good faith, prior to the occurrence of the Change
    in Control, that the Options shall be honored or assumed, or new rights
    substituted therefor (each such honored, assumed or substituted option
    hereinafter called an "Alternative Option"), by a Participant's employer (or
    the parent or an subsidiary of such employer), or, in the case of a
    Consultant, by the entity (or its parent or subsidiary) which retains the
    Consultant, immediately following the Change in Control, provided that any
    such Alternative Option must meet the following criteria:

              (i) the Alternative Option must be based on stock which is traded
         on an established securities market, or which will be so traded within
         30 days of the Change in Control;

              (ii) the Alternative Option must provide such Participant with
         rights and entitlements substantially equivalent to or better than the
         rights, terms and conditions applicable under such Option, including,
         but not limited to, an identical or better exercise schedule; and



                                       22
<PAGE>


              (iii) the Alternative Option must have economic value
         substantially equivalent to the value of such Option (determined at the
         time of the Change in Control).

         For purposes of Incentive Stock Options, any assumed or substituted 
    Option shall comply with the requirements of Treasury regulation Section 
    1.425-1 (and any amendments thereto).

         (c) Notwithstanding anything else herein, the Committee may, in its
    sole discretion, provide for accelerated vesting of an Option (other than a
    grant to a Non-Employee Director pursuant to Article VIII hereof) or Stock
    Appreciation Right, upon a Termination of Employment or Termination of
    Consultancy during the Pre-Change in Control Period. Unless otherwise
    determined by the Committee, the Pre-Change in Control Period shall be the
    180 day period prior to a Change in Control.

    10.2. Change in Control. A "Change in Control" shall be deemed to have 
occurred:

         (a) upon any "person" as such term is used in Sections 13(d) and 14(d)
    of the Exchange Act (other than the Company, any trustee or other fiduciary
    holding securities under any employee benefit plan of the Company, or any
    company owned, directly or indirectly, by the stockholders of the Company in
    substantially the same proportions as their ownership of Common Stock of the
    Company), becoming the owner (as defined in Rule 13d-3 under the Exchange
    Act), directly or indirectly, of securities of the Company representing 30%
    or more of the combined voting power of the Company's then outstanding
    securities (including, without limitation, securities owned at the time of
    any increase in ownership);

         (b) during any period of two consecutive years, individuals who at the
    beginning of such period constitute the Board, and any new director (other
    than a director designated by a person who has entered into an agreement
    with the Company to effect a transaction described in paragraph (a), (c), or
    (d) of this section) or a director whose initial assumption of office occurs
    as a result of either an actual or threatened election contest (as such
    terms are used in Rule 14a-11 of Regulation 14A promulgated under the
    Exchange Act) or other actual or threatened solicitation of proxies or
    consents by or on behalf of a person other than the Board whose election by
    the Board or nomination for election by the Company's stockholders was
    approved by a vote of at least two-thirds of the directors then still in
    office who either were directors at the beginning of the two year period or
    whose election or nomination for election was previously so approved, cease
    for any reason to constitute at least a majority of the Board;

         (c) upon the merger or consolidation of the Company with any other
    corporation, other than a merger or consolidation which would result in the
    voting securities of the Company outstanding immediately prior thereto
    continuing to 



                                       23
<PAGE>


    represent (either by remaining outstanding or by being converted into voting
    securities of the surviving entity) more than 50% of the combined voting
    power of the voting securities of the Company or such surviving entity
    outstanding immediately after such merger or consolidation, provided,
    however, that a merger or consolidation effected to implement a
    recapitalization of the Company (or similar transaction) in which no person
    acquires more than 50% of the combined voting power of the Company's then
    outstanding securities shall not constitute a Change in Control of the
    Company; or

         (d) upon the stockholder's of the Company approval of a plan of
    complete liquidation of the Company or an agreement for the sale or
    disposition by the Company of all or substantially all of the Company's
    assets other than the sale of all or substantially all of the assets of the
    Company to a person or persons who beneficially own, directly or indirectly,
    at least 50% or more of the combined voting power of the outstanding voting
    securities of the Company at the time of the sale.


                                   ARTICLE XI.

                        TERMINATION OR AMENDMENT OF PLAN

    11.1. Termination or Amendment. Notwithstanding any other provision of this
Plan, the Board or the Committee may at any time, and from time to time, amend,
in whole or in part, any or all of the provisions of this Plan (including any
amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in this Article XI), or suspend or terminate
it entirely, retroactively or otherwise; provided, however, that, unless
otherwise required by law or specifically provided herein, the rights of a
Participant with respect to Awards granted prior to such amendment, suspension
or termination, may not be impaired without the consent of such Participant and,
provided further, without the approval of the stockholders of the Company in
accordance with the laws of the State of Delaware, to the extent required by the
applicable provisions of Rule 16b-3 or Section 162(m) of the Code, or with
respect to Incentive Stock Options, Section 422 of the Code, no amendment may be
made which would: (i) increase the aggregate number of shares of Common Stock
that may be issued under this Plan; (ii) increase the maximum individual
Participant limitations for a fiscal year under Section 4.1(b); (iii) change the
classification of employees and Consultants eligible to receive Awards under
this Plan; (iv) decrease the minimum exercise price of any Stock Option or SAR;
or (v) extend the maximum option term under Section 6.3(b). In no event may this
Plan be amended without the approval of the stockholders of the Company in
accordance with the applicable laws of the State of Delaware to increase the
aggregate number of shares of Common Stock that may be issued under this Plan
(subject to Section 4.2), decrease the minimum exercise price of any Stock
Option, or to make any other amendment that would require stockholder approval
under the rules of any exchange or system on which the Company's securities are
listed or traded at the request of the Company.



                                       24
<PAGE>


    The Committee (and in the case of awards of Stock Options to Non-Employee
Directors, the Board) may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Article IV or as otherwise
specifically provided herein, no such amendment or other action by the Committee
(or the Board) shall impair the rights of any Participant without the
Participant's consent.


                                  ARTICLE XII.

                                  UNFUNDED PLAN

    12.1. Unfunded Status of Plan. This Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments as to which a Participant has a fixed and vested interest but which are
not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general
creditor of the Company.


                                  ARTICLE XIII.

                               GENERAL PROVISIONS

    13.1. Legend. The Committee or the Board, as applicable, may require each
person receiving shares pursuant to an Award under this Plan to represent to and
agree with the Company in writing that the Participant is acquiring the shares
without a view to distribution thereof. In addition to any legend required by
this Plan, the certificates for such shares may include any legend which the
Committee or the Board, as applicable, deems appropriate to reflect any
restrictions on Transfer.

    All certificates for shares of Common Stock delivered under this Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
or the Board, as applicable, may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed or any national securities association
system upon whose system the Common Stock is then quoted, any applicable Federal
or state securities law, and any applicable corporate law, and the Committee or
the Board, as applicable, may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

    13.2. Other Plans. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

    13.3. No Right to Employment/Consultancy/Directorship. Neither this Plan nor
the grant of any Award hereunder shall give any Participant or other employee or
Consultant any 



                                       25
<PAGE>


right with respect to continuance of employment or consultancy by the Company or
any Affiliate, nor shall they be a limitation in any way on the right of the
Company or any Affiliate by which an employee is employed or consultant retained
to terminate his employment or consultancy, as applicable, at any time. Neither
this Plan nor the grant of any Option hereunder shall impose any obligations on
the Company to retain any Participant as a director nor shall it impose on the
part of any Participant any obligation to remain as a director of the Company.

    13.4. Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made to a Participant, or to otherwise require, prior to the
issuance or delivery of any shares of Common Stock or the payment of any cash
hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.

    The Committee shall permit any such withholding obligation with regard to an
Eligible Employee or Consultant to be satisfied by reducing the number of shares
of Common Stock otherwise deliverable or by delivering shares of Common Stock
already owned. Any fraction of a share of Common Stock required to satisfy such
tax obligations shall be disregarded and the amount due shall be paid instead in
cash by the Participant.

    13.5. Listing and Other Conditions.

         (a) As long as the Common Stock is listed on a national securities
    exchange or system sponsored by a national securities association, the issue
    of any shares of Common Stock pursuant to an Award shall be conditioned upon
    such shares being listed on such exchange or system. Notwithstanding the
    foregoing, the grant of an Award hereunder is not intended to be conditional
    and the Company shall have no obligation to issue such shares unless and
    until such shares are so listed; provided, however, that any delay in the
    issuance of such shares shall be based solely on a reasonable business
    decision and the right to exercise any Option with respect to such shares
    shall be suspended until such listing has been effected.

         (b) If at any time counsel to the Company shall be of the opinion that
    any sale or delivery of shares of Common Stock pursuant to an Award is or
    may in the circumstances be unlawful or result in the imposition of excise
    taxes on the Company under the statutes, rules or regulations of any
    applicable jurisdiction, the Company shall have no obligation to make such
    sale or delivery, or to make any application or to effect or to maintain any
    qualification or registration under the Securities Act of 1933, as amended,
    or otherwise with respect to shares of Common Stock or Awards, and the right
    to exercise any Option shall be suspended until, in the opinion of said
    counsel, such sale or delivery shall be lawful or will not result in the
    imposition of excise taxes on the Company.

         (c) Upon termination of any period of suspension under this Section
    13.5, any Award affected by such suspension which shall not then have
    expired or terminated shall be reinstated as to all shares available before
    such suspension and as to shares 


                                       26
<PAGE>


    which would otherwise have become available during the period of such
    suspension, but no such suspension shall extend the term of any Option.

    13.6. Governing Law. This Plan shall be governed and construed in accordance
with the laws of the State of Delaware (regardless of the law that might
otherwise govern under applicable Delaware principles of conflict of laws).

    13.7. Construction. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply. To the
extent applicable, this Plan shall be limited, construed and interpreted in a
manner so as to comply with Section 162(m) of the Code and the applicable
requirements of Rule 16b-3; however, noncompliance with Section 162(m) of the
Code and Rule 16b-3 shall have no impact on the effectiveness of an Award under
this Plan.

    13.8. Other Benefits. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries or affiliates nor affect any benefits under any
other benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation.

    13.9. Costs. The Company shall bear all expenses included in administering
this Plan, including expenses of issuing Common Stock pursuant to any Awards
hereunder.

    13.10. No Right to Same Benefits. The provisions of Awards need not be the
same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

    13.11. Death/Disability. The Committee or the Board, as applicable, may in
its discretion require the transferee of a Participant's Award to supply the
Company with written notice of the Participant's death or Disability and to
supply the Company with a copy of the will (in the case of the Participant's
death) or such other evidence as the Committee or the Board, as applicable,
deems necessary to establish the validity of the Transfer of an Award. The
Committee or the Board, as applicable, may also require that the transferee
agree in writing to be bound by all of the terms and conditions of this Plan.

    13.12. Severability of Provisions. If any provision of this Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be construed and
enforced as if such provisions had not been included.

    13.13. Headings and Captions. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of this Plan,
and shall not be employed in the construction of this Plan.



                                       27
<PAGE>


                                  ARTICLE XIV.

                             EFFECTIVE DATE OF PLAN

    This Plan has been adopted by the Board effective as of April 21, 1998 (the
"Effective Date"), subject to and conditioned upon the approval of this Plan by
the stockholders of the Company in accordance with the requirements of the laws
of the State of Delaware and any applicable exchange requirements.


                                   ARTICLE XV.

                                  TERM OF PLAN

    No Award shall be granted pursuant to this Plan on or after the tenth
anniversary of the Effective Date, but Awards granted prior to such tenth
anniversary may extend beyond that date.


                                  ARTICLE XVI.

                                  NAME OF PLAN

    This Plan shall be known as the Computron Software, Inc. 1998 Stock Option
Plan.


<PAGE>


                    ADDENDUM TO THE COMPUTRON SOFTWARE, INC.
                             1998 STOCK OPTION PLAN
                        FOR EMPLOYEES RESIDING IN FRANCE



    The following provisions apply to awards under the Computron Software, Inc.
1998 Stock Option Plan (the "Plan") to employees of the Corporation's French
subsidiary (the "French Subsidiary"):

1.  Employees of the French Subsidiary are not eligible to receive awards
    of tandem or limited stock appreciation rights under the Plan.

2.  Consultants, independent advisors and non-employee members of the board
    of directors of the French Subsidiary are not eligible to receive any
    awards under the Plan.

3.  Options may not be granted to employees of the French Subsidiary who
    hold shares representing ten percent (10%) or more of the Corporation's
    share capital and/or the French Subsidiary's share capital.

4.  The exercise price of any option granted to an employee of the French
    Subsidiary may not be less than one hundred percent (100%) of the
    average of the market value of a share of Common Stock on the twenty
    (20) daily sessions immediately preceding the option grant date.

5.  Options to purchase authorized but unissued shares of Common Stock may
    not be granted to employees of the French Subsidiary more than five (5)
    years after the date on which the stockholders of the Corporation
    approved the Plan.

6.  The exercise price of any option granted to employees of the French
    Subsidiary is intangible and shall be adjusted only upon the occurrence
    of the events specified under the July 24, 1966 corporate law (section
    208-5) in accordance with French law.

7.  Upon the death of an employee of the French Subsidiary, any outstanding
    options shall remain exercisable, to the extent exercisable at the time
    of death, for not more than six (6) months after the date of death (or,
    if earlier, the expiration of the option term).

8.  The Plan Administrator shall not have the authority to grant
    transferable options to employees of the French Subsidiary.