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                                                                Exhibit 10(a)(3)

                            GREENTREE SOFTWARE, INC.

                             1997 STOCK OPTION PLAN

     (adopted by the Board of Directors on March 17, 1997 but not to become
  effective until (i) the ratification and approval by the shareholders of the
  Company of this 1997 Stock Option Plan and (ii) the ratification and approval
    by the shareholders of the Company of an amendment to the Certificate of
 Incorporation of the Company to effect a one for six reverse stock split and to
        reclassify the common shares with a par value of $0.01 per share)

     1.   DEFINITIONS.  As used in this 1997 Stock Option Plan of Greentree
Software, Inc., the following terms shall have the following meanings:

     1.1. BOARD means the Company's Board of Directors.

     1.2  CHANGE IN CORPORATE CONTROL means (1) the time of approval by the
shareholders of the Company of (A) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which Shares would be converted into cash, securities or other property, other
than a merger in which the holders of Stock immediately prior to the merger will
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger as before the merger, (B) any sale,
lease, exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Company, or
(C) adoption of any plan or proposal for the liquidation or dissolution of the
Company, or (2) the date on which any "person" (as defined in Section 13(d) of
the Exchange Act), other than the Company or a Subsidiary or employee benefit
plan or trust maintained by the Company or any of its Subsidiaries shall become
(together with its "affiliates" and "associates," as defined in Rule 12b-2 under
the Exchange Act) the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than 25% of the Stock outstanding
at the time, without the prior approval of the Board of Directors of the
Company.

     1.3. CODE means the federal Internal Revenue Code of 1986, as amended.

     1.4. COMMITTEE means a committee comprised of two or more Outside
Directors, appointed by the Board of Directors, responsible for the
administration of the Plan, as provided in Section 5; PROVIDED, that the Board
of Directors itself may at any time, in its sole discretion, exercise any or all
functions and authority of the Committee.

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     1.5. COMPANY means Greentree Software, Inc., a New York corporation.

     1.6. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

     1.7. FAIR MARKET VALUE means on any date (i) if the Stock is traded on a
stock exchange or on the Nasdaq National Market, the closing price on the date
in question or, if no trades were reported on such date, the closing price on
the most recent trading day preceding such date on which a trade occurred, and
(ii) if the Stock is not traded on a stock exchange or on the Nasdaq National
Market, the value of a Share on such date as determined by the Committee.

     1.8. GRANT DATE means the date as of which an Option is granted, as
determined under Section 7.1.

     1.9. HOLDER means, with respect to any Option, (i) the Optionee to whom
such Option shall have been granted under the Plan, or (ii) any transferee of
such Option to whom such Option shall have been transferred in accordance with
the provisions of Section 14.

     1.10.     INCENTIVE OPTION means an Option which by its terms is to be
treated as an "incentive stock option" within the meaning of Section 422 of the
Code.

     1.11.     NONSTATUTORY OPTION means any Option that is not an Incentive
Option.

     1.12.     OPTION means an option granted under the Plan to purchase Shares.

     1.13.     OPTION AGREEMENT means an agreement between the Company and an
Optionee, setting forth the terms and conditions of an Option.

     1.14.     OPTION PRICE means the price paid by an Optionee for a Share upon
exercise of an Option.

     1.15.     OPTIONEE means a person eligible to receive an Option, as
provided in Section 6, to whom an Option shall have been granted under the Plan.

     1.16.     PLAN means this Amended and Restated 1993 Stock Option Plan of
the Company, as amended from time to time.

     1.17.     RETIREMENT means, with respect to any Optionee that is an
employee or director of the Company, the voluntary retirement of such Optionee

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as an employee and/or director, as the case may be, of the Company at any time
after age 65 or such earlier age as the Committee shall determine.

     1.18.     SECURITIES ACT means the Securities Act of 1933, as amended.

     1.19.     SHARES means shares of Stock.

     1.20.     STOCK means common shares, $.01 par value per share, of the
Company.

     1.21.     SUBSIDIARY means any corporation which qualifies as a subsidiary
of the Company under the definition of "subsidiary corporation" in Section
424(f) of the Code.

     1.22.     TEN PERCENT OWNER means a person who owns, or is deemed within
the meaning of Section 422(b)(6) of the Code to own, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
(or its parent or Subsidiaries).  Whether a person is a Ten Percent Owner shall
be determined with respect to each Incentive Option based on the facts existing
immediately prior to the applicable grant date thereof.

     1.23.     VESTING YEAR for any portion of any Incentive Option means the
calendar year in which that portion of the Incentive Option first becomes
exercisable.

     2.   PURPOSE.  This Plan is intended to encourage ownership of Stock by
officers, employees and directors of and consultants to the Company and its
Subsidiaries and to provide additional incentives for them to promote the
success of the Company's business.  The Plan is intended to be an incentive
stock option plan within the meaning of Section 422 of the Code but not all
Options granted hereunder are required to be Incentive Options.

     3.   TERM OF THE PLAN.  Options may be granted hereunder at any time in the
period commencing upon the effectiveness of the Plan pursuant to Section 20 and
ending on March 17, 2007.

     4.   STOCK SUBJECT TO tHE PLAN.  Subject to the provisions of Section 14 of
the Plan, at no time shall the number of Shares then outstanding which are
attributable to the exercise of Options granted under the Plan, PLUS the number
of Shares then issuable upon exercise of outstanding Options granted under the
Plan exceed 1,500,000 Shares.  Shares to be issued upon the exercise of Options
granted under the Plan may be either authorized but unissued Shares or Shares
held by the Company in its treasury.  If any Option expires or terminates for
any reason without having been exercised in full, the Shares not purchased
thereunder shall again be available for Options thereafter to be granted.

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     5.   ADMINISTRATION.  The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee shall have complete
authority, in its discretion, to make or to select the manner of making the
following determinations with respect to each Option to be granted by the
Company:  (a) the officer, employee, consultant or director to receive such
Option; (b) whether the Option (if granted to an employee) will be an Incentive
Option or Nonstatutory Option; (c) the time of granting the Option; (d) the
number of Shares subject to the Option; (e) the Option Price; (f) the option
period; (g) the exercise date or dates or, if the Option is immediately
exercisable in full on its grant date, the vesting schedule, if any, applicable
to the Shares issuable upon the exercise of the Option; (h) the effect of
termination of employment, consulting or association with the Company on the
subsequent exercisability of the Option; and (i) if the Option is a Nonstatutory
Option, whether such Nonstatutory Option may be transferred by the Holder to a
third party.  In making such determinations, the Committee may take into account
the nature of the services rendered by the respective officers, employees and
consultants, their present and potential contributions to the success of the
Company and its Subsidiaries, and such other factors as the Committee in its
discretion shall deem relevant.  Subject to the provisions of the Plan, the
Committee shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Option Agreements (which need not be
identical), and to make all other determinations necessary or advisable for the
administration of the Plan.  The Committee's determinations on the matters
referred to in this Section 5 shall be conclusive.

     6.   ELIGIBILITY.  An Option may be granted only to an employee, officer or
director of or consultant to one or more of the Company and its Subsidiaries,
PROVIDED that Incentive Options may be granted only to an employee (including an
officer that is an employee) of the Company or one or more of its Subsidiaries.
Subject to adjustment pursuant to Section 15 hereof, no person in any year may
be granted Options with respect to more than 250,000 Shares.

     7.   GRANT OF OPTIONS.

     7.1. TIME OF GRANTING OPTIONS.  The granting of an Option shall take place
at the time specified by the Committee.  Only if expressly so provided by the
Committee, shall the Grant Date be the date on which an Option Agreement shall
have been duly executed and delivered by the Company and the Optionee.

     7.2. OPTION PRICE.  The Option Price under each Option shall be determined
by the Committee but, in the case of any Incentive Option, shall be not less
than 100% of the Fair Market Value of Stock on the Grant Date, or not less than
110% of the Fair Market Value of Stock on the Grant Date if the

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Optionee is a Ten Percent Owner.  The Option Price under each Nonstatutory
Option shall not be so limited solely by reason of this Section 7.2.

     7.3. OPTION PERIOD.  No Incentive Option may be exercised later than the
tenth (10th) anniversary of the Grant Date but in any case not later than the
fifth (5th) anniversary of the Grant Date if the Optionee is a Ten Percent
Owner.  The option period under each Nonstatutory Option shall not be so limited
solely by reason of this Section 7.3.

     7.4. VESTING.  An Option may become exercisable in such installments,
cumulative or non-cumulative, as the Committee may determine.  In the case of an
Option not otherwise immediately exercisable in full, the Committee may
accelerate the exercisability of such Option in whole or in part at any time,
PROVIDED the acceleration of the exercisability of any Incentive Option would
not cause the Option to fail to comply with the provisions of Section 422 of the
Code.

     7.5. LIMIT ON INCENTIVE OPTION CHARACTERIZATION.  No Incentive Option shall
be considered an Incentive Option to the extent pursuant to its terms it would
permit the Optionee to purchase for the first time in any Vesting Year under
that Incentive Option more than the number of Shares calculated by dividing the
current limit by the Option Price.  The current limit for any Optionee for any
Vesting Year shall be $100,000 minus the aggregate Fair Market Value (determined
as of the respective Grant Dates) of the number of Shares available for purchase
for the first time in the Vesting Year under each other Incentive Option granted
to the Optionee under the Plan and each other incentive stock option granted to
the Optionee after December 31, 1986 under any other incentive stock option plan
of the Company (and any parent corporation and Subsidiaries).  Any Shares
subject to an Incentive Option in excess of the foregoing limitation shall be
treated as if granted under a Nonstatutory Option with otherwise identical
terms.

     8.   EXERCISE OF OPTION.

          (a)  An Option may be exercised only by giving written notice, in the
manner provided in Section 19 hereof, specifying the number of Shares as to
which the Option is being exercised, accompanied (except as otherwise provided
in paragraph (b) of this Section 8) by full payment for such Shares in the form
of a check or bank draft payable to the order of the Company or other Shares
with a current Fair Market Value equal to the Option Price of the Shares to be
purchased.  Receipt by the Company of such notice and payment shall constitute
the exercise of the Option or a part thereof.  Subject to the provisions of the
Plan (including, without limitation, Sections 9, 10 and 11) or any applicable
Option Agreement, within 30 days after receipt of such notice and payment, the
Company shall deliver or cause to be delivered to the Holder a certificate or
certificates for the number of Shares then being purchased by the Holder.  Such

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Shares shall be fully paid and nonassessable.  If such Shares are not at that
time effectively registered under the Securities Act, the Holder shall include
with such notice a letter, in form and substance satisfactory to the Company,
confirming that such Shares are being purchased for the Holder's own account for
investment and not with a view to distribution.

          (b)  In lieu of payment by check, bank draft or other Shares
accompanying the written notice of exercise as described in paragraph (a) of
this Section 8, a Holder may, unless prohibited by applicable law, elect to
effect payment by including with the written notice referred to in paragraph (a)
of this Section 8 irrevocable instructions to deliver for sale to a registered
securities broker acceptable to the Company that number of Shares subject to the
Option being exercised sufficient, after brokerage commissions, to cover the
aggregate exercise price of such Option and, if the Holder further elects, the
withholding obligations of the Optionee and/or such Holder pursuant to Section
11 with respect to such exercise, together with irrevocable instructions to such
broker to sell such Shares and to remit directly to the Company such aggregate
exercise price and, if the Holder has so elected, the amount of such withholding
obligation.  The Company shall not be required to deliver to such securities
broker any stock certificate for such Shares until it has received from the
broker such exercise price and, if the Holder has so elected, the amount of such
withholding obligation.

          (c)  The right of the Holder to exercise an Option pursuant to any
provision of this Section 8, and the obligation of the Company to issue Shares
upon any exercise of an Option pursuant to this Section 8, is subject to
compliance with all of the other provisions of the Plan (including, without
limitation, Sections 9, 10 and 11) or any applicable Option Agreement.

     9.   RESTRICTIONS ON ISSUE OF SHARES.

          (a)  Notwithstanding any other provision of the Plan, if, at any time,
in the reasonable opinion of the Company the issuance of Shares covered by the
exercise of any Option may constitute a violation of law, then the Company may
delay such issuance and the delivery of a certificate for such Shares until (i)
approval shall have been obtained from such governmental agencies, other than
the Securities and Exchange Commission, as may be required under any applicable
law, rule, or regulation; and (ii) in the case where such issuance would
constitute a violation of a law administered by or a regulation of the
Securities and Exchange Commission, one of the following conditions shall have
been satisfied:

     (1)  the Shares with respect to which such Option has been exercised are at
the time of the issue of such Shares effectively registered under the Securities
Act; or

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     (2)  a no-action letter in form and substance reasonably satisfactory to
the Company with respect to the issuance of such Shares shall have been obtained
by the Company from the Securities and Exchange Commission.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

          (b)  Each certificate representing Shares issued upon the exercise of
an Option will bear restrictive legends which may refer to this Plan.

     10.  PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION.

          (a)  Without limiting the generality of Section 9 hereof, if the
Shares to be issued upon exercise of an Option granted under the Plan have not
been effectively registered under the Securities Act, the Company shall be under
no obligation to issue any Shares covered by any Option unless the person who
exercises such Option, in whole or in part, shall give a written representation
to the Company which is satisfactory in form and substance to its counsel and
upon which the Company may reasonably rely, that he or she is acquiring the
Shares issued pursuant to such exercise of the Option as an investment and not
with a view to, or for sale in connection with, the distribution of any such
Shares.

          (b)  Each Share issued pursuant to the exercise of an Option granted
pursuant to this Plan may bear a reference to the investment representation made
in accordance with this Section 10 and to the fact that no registration
statement has been filed with the Securities and Exchange Commission in respect
to said Stock.

          (c)  If the Company shall deem it necessary or desirable to register
under the Securities Act or other applicable statutes any Shares with respect to
which an Option shall have been granted, or to qualify any such Shares for
exemption from the Securities Act or other applicable statutes, then the Company
shall take such action at its own expense.  The Company may require from each
Option holder, or each holder of Shares acquired pursuant to the Plan, such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors from such holder against all losses, claims, damage and liabilities
arising from such use of the information so furnished and caused by any untrue
statement of any material fact therein or caused by the omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made.

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     11.  WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR to EXPIRATION OF
SPECIFIED HOLDING PERIOD.

          (a)  Whenever Shares are to be issued in satisfaction of an Option
granted hereunder, the Company shall have the right to require the Optionee
and/or any subsequent Holder to remit to the Company an amount sufficient to
satisfy federal, state, local, employment or other tax withholding requirements
if and to the extent required by law (whether so required to secure for the
Company an otherwise available tax deduction or otherwise) prior to the delivery
of any certificate or certificates for such Shares.

          (b)  The Company may require as a condition to the issuance of Shares
covered by any Incentive Option that the party exercising such Option give a
written representation to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely, that he
or she will report to the Company any disposition of such Shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code.
If and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, the Company shall have the right to require
that the recipient remit to the Company an amount sufficient to satisfy those
requirements; and the Company may require as a condition to the issuance of
Shares covered by an Incentive Option that the party exercising such Incentive
Option give a satisfactory written representation promising to make such a
remittance.

          (c)  The Committee may, at or after grant, permit an Optionee and/or
subsequent Holder to satisfy any tax withholding requirements pertaining to the
exercise of an Option by delivery to the Company of Shares (including, without
limitation, Shares retained from the Option exercise that is creating the tax
obligation) having a value equal to the amount to be withheld.  The value of
Shares to be so delivered shall be based on the Committee's determination of the
Fair Market Value of a Share on the date the amount of tax to be withheld is to
be determined.

     12.  TERMINATION OF ASSOCIATION WITH THE COMPANY.  If an Optionee ceases to
be an employee, director or consultant of the Company and its Subsidiaries for
any reason other than Retirement or death of such Optionee, any Option held by
such Optionee and/or any subsequent Holder may be exercised by such Optionee
and/or such subsequent Holder at any time within 90 days after the termination
of such relationship, but only to the extent exercisable at termination and in
no event after the applicable option period.  If an Optionee enters Retirement
or dies, any Option held by such Optionee and/or any subsequent Holder may be
exercised by such Optionee, such subsequent

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Holder and/or the executor or administrator of such Optionee or such subsequent
Holder at any time within the shorter of the applicable option period or 12
months after the date of the Optionee's Retirement or death, but only to the
extent exercisable at the time of such Optionee's Retirement or death.  Options
which are not exercisable at the time of termination of such relationship
between the Company and the Optionee or which are so exercisable but are not
exercised within the time periods described above shall terminate.
Notwithstanding the foregoing, in the event that (i) the applicable Option
Agreement with respect to an Option shall contain specific provisions governing
the effect that any such termination shall have on the exercisability of such
Option or (ii) the Board, the Committee or any other committee of the Board
composed of Outside Directors that are disinterested on the matter, as
appropriate, shall at any time adopt specific provisions governing the effect
that any such termination shall have on the exercisability of such Option, then
such provisions shall, to the extent that they are inconsistent with the
provisions of this Section 12, control and be deemed to supersede the provisions
of this Section 12.   For purposes of this Section 12, military or sick leave
shall not be deemed a termination of employment, PROVIDED that it does not
exceed the longer of 90 days or the period during which the absent Optionee's
reemployment rights, if any, are guaranteed by statute or by contract.

     13.  TRANSFERABILITY OF OPTIONS.  Incentive Options shall not be
transferable, otherwise than by will or the laws of descent and distribution,
and may be exercised during the life of the Optionee only by the Optionee.
Nonstatutory Options shall not be transferable; PROVIDED, HOWEVER, that
Nonstatutory Options shall be transferable by will or the laws of descent and
distribution; and PROVIDED, FURTHER, that Nonstatutory Options may be
transferred to a third party if and to the extent authorized and permitted by
the Compensation Committee.  In granting its authorization and permission to any
proposed transfer of a Nonstatutory Option to a third party, the Compensation
Committee may impose conditions or requirements that must be satisfied by the
transferor or the third party transferee prior to or in connection with such
transfer, including, without limitation, any conditions or requirements that may
be necessary or desirable, in the sole and absolute discretion of the Committee,
to ensure that such proposed transfer complies with applicable securities laws
or to prevent the Company, such transferor or such third party transferee from
violating or otherwise not be in compliance with applicable securities laws as a
result of such transfer.  For purposes of this Section 13, the term Nonstatutory
Option shall include an Option that was an Incentive Option at the time of
grant, but that has been subsequently been disqualified or otherwise lost its
status as an Incentive Option.  The restrictions on transferability set forth in
this Section 13 shall in no way preclude any Holder from effecting "cashless"
exercises of an Option pursuant to, and in accordance with, Section 8(b) hereof.

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     14.  ADJUSTMENT OF NUMBER OF OPTION SHARES.  In the event of any stock
dividend payable in Stock or any split-up or contraction in the number of Shares
prior to the exercise in full of an Option, the number of Shares subject to the
Option and the price to be paid for each Share subject to the Option shall be
proportionately adjusted.  In the event of any reclassification or change of
outstanding Stock or in case of any consolidation or merger of the Company with
or into another company or in case of any sale or conveyance to another company
or entity of the property of the Company as a whole or substantially as a whole,
shares of stock or other securities equivalent in kind and value to those shares
a Holder would have received if he or she had held the full number of Shares
subject to the Option immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance and had continued to hold those shares
(together with all other shares, stock and securities thereafter issued in
respect thereof) to the time of the exercise of the Option shall thereupon be
subject to the Option.  Upon dissolution or liquidation of the Company, the
Option shall terminate, but the Holder (if at the time the Optionee is in the
employ or retained as a consultant or serving as a director of the Company or
any of its Subsidiaries) shall have the right, immediately prior to such
dissolution or liquidation, to exercise the Option to the extent not theretofore
exercised.  No fraction of a share shall be purchasable or deliverable upon
exercise, but in the event that any adjustment hereunder of the number of Shares
covered by the Option shall cause such number to include a fraction of a Share,
such number of Shares shall be adjusted to the nearest smaller whole number of
shares.  In the event of changes in the outstanding Stock by reason of any stock
dividend, split-up, contraction, reclassification, or change of outstanding
Shares of the nature contemplated by this Section 14, the number of Shares
available for the purpose of the Plan as stated in Section 4 hereof shall be
correspondingly adjusted.

     15.  CHANGE IN CORPORATE CONTROL.  Upon a Change in Corporate Control, each
outstanding Option shall immediately become fully exercisable.

     16.  RESERVATION OF STOCK.  The Company shall at all times during the term
of the Plan and, without duplication, of any outstanding Options reserve or
otherwise keep available such number of Shares as will be sufficient to satisfy
the requirements of the Plan (if not then terminated) and such outstanding
Options and shall pay all fees and expenses necessarily incurred by the Company
in connection therewith.


     17.  LIMITATION OF RIGHTS IN STOCK; NO SPECIAL EMPLOYMENT OR OTHER RIGHTS.
A Holder shall not be deemed for any purpose to be a stockholder of the Company
with respect to any of the Shares covered by an Option, except to the extent
that the Option shall have been exercised with respect thereto and, in addition,
a certificate shall have been issued therefor and delivered to the Holder or his
agent.  Any Stock issued pursuant to the Option shall be subject to

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all restrictions upon the transfer thereof which may be now or hereafter imposed
by the Certificate of Incorporation, and the By-laws of the Company, if any.
Nothing contained in the Plan or in any Option shall confer upon any Optionee
any right with respect to the continuation of his or her employment with, or
retention as a consultant, director or advisor to, the Company (or any
Subsidiary), or interfere in any way with the right of the Company (or any
Subsidiary), subject to the terms of any separate employment or consulting
agreement or provision of law or corporate articles or by-laws to the contrary,
at any time to terminate such employment, consulting, directorship or advisory
relationship or to increase or decrease the compensation of the Optionee from
the rate in existence at the time of the grant of an Option.

     18.  TERMINATION AND AMENDMENT OF THE PLAN.  The Board may at any time
terminate the Plan or make such modifications of the Plan as it shall deem
advisable.  No termination or amendment of the Plan may, without the consent of
the Holder of any Option, adversely affect the rights of such Holder under such
Option.

     19.  NOTICES AND OTHER COMMUNICATIONS.  All notices and other
communications required or permitted under the Plan shall be effective if in
writing and if delivered or sent by certified or registered mail, return receipt
requested (a) if to the Holder, at his or her residence address last filed with
the Company, and (b) if to the Company, at 7901 Flying Cloud, Suite 150, Eden
Prairie, Minnesota 555344 02139, Attention: Chief Executive Officer or to such
other persons or addresses as the Holder or the Company may specify by a written
notice to the other from time to time.  Copies of all notices sent to any Holder
that is not the Optionee shall also be sent to the Optionee in the manner set
forth in this Section 19.

     20.  EFFECTIVENESS.  This 1997 Stock Option Plan was approved by the Board
of Directors on March 17, 1997, but shall not become effective until and unless
(i) the ratification and approval by the shareholders of the Company of this
1997 Stock Option Plan and (ii) the ratification and approval by the
shareholders of the Company of an amendment to the Certificate of Incorporation
of the Company to effect a one for six reverse stock split and to reclassify the
common shares with a par value of $0.01 per share.