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                                                                    EXHIBIT 10.1

                           ONYX SOFTWARE CORPORATION

                       1998 EMPLOYEE STOCK PURCHASE PLAN

                    (as amended and restated April 6, 2001)


                              SECTION 1. PURPOSE

     The purposes of the Onyx Software Corporation 1998 Employee Stock Purchase
Plan (the "Plan") are (a) to assist employees of Onyx Software Corporation, a
Washington corporation (the "Company"), and its designated subsidiaries in
acquiring a stock ownership interest in the Company pursuant to a plan that is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended, and (b) to encourage employees to
remain in the employ of the Company and its subsidiaries.

                            SECTION 2. DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     "Board" means the Board of Directors of the Company.

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

     "Committee" means the Company's Compensation Committee.

     "Company" means Onyx Software Corporation, a Washington corporation.

     "Corporate Transaction" means either of the following events:

     (a)  Consummation of any merger or consolidation of the Company with or
into another corporation; or

     (b)  Consummation of any sale, lease, exchange or other transfer in one
transaction or a series of related transactions of all or substantially all of
the Company's assets other than a transfer of the Company's assets to a
Subsidiary Corporation.

     "Designated Subsidiary" has the meaning set forth under the definition of
"Eligible Employee" in this Section 2.

     "Eligible Compensation" means all regular cash compensation including
overtime, cash bonuses and commissions.  Regular cash compensation does not
include
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severance pay, hiring and relocation bonuses, pay in lieu of vacations,
sick leave or any other special payments.

     "Eligible Employee" means any employee of the Company or any domestic
Subsidiary Corporation or any other Subsidiary Corporation designated by the
Board or the Committee (each a "Designated Subsidiary"), who is in the employ of
the Company (or any Designated Subsidiary) on one or more Offering Dates and who
meets the following criteria:

          (a)  the employee does not, immediately after the option is granted,
               own stock (as defined by the Code) possessing 5% or more of the
               total combined voting power or value of all classes of stock of
               the Company or of a Parent Corporation or a Subsidiary
               Corporation of the Company;

          (b)  the employee's customary employment is for more than 20 hours per
               week; provided, however, that the Plan Administrator may decrease
               this minimum requirement for future Offering Periods; and

          (c)  if specified by the Plan Administrator for future offerings, the
               employee has been employed for a certain minimum period of time
               as of an Offering Date; provided, however, that any such minimum
               employment period may not exceed two years.

If the Company permits any employee of a Designated Subsidiary to participate in
the Plan, then all employees of that Designated Subsidiary who meet the
requirements of this paragraph shall also be considered Eligible Employees.

     "Enrollment Period" has the meaning set forth in Section 7.1.

     "ESPP Broker" has the meaning set forth in Section 10.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "IPO Date" means February 12, 1999, the day on which shares of the
Company's Common Stock were first offered to the public.

     "New Purchase Date" has the meaning set forth in Sections 21.2 and 21.3.

     "Offering" has the meaning set forth in Section 5.1.

     "Offering Date" means the first day of an Offering.

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     "Offering Period" has the meaning set forth in Section 5.1.

     "Option" means an option granted under the Plan to an Eligible Employee to
purchase shares of Stock.

     "Parent Corporation" means any corporation, other than the Company, in an
unbroken chain of corporations ending with the Company, if, at the time of the
granting of the Option, each of the corporations, other than the Company, 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.

     "Participant" means any Eligible Employee who has elected to participate in
an Offering in accordance with the procedures set forth in Section 7.1 and who
has not withdrawn from the Plan or whose participation in the Plan is not
terminated.

     "Plan" means the Onyx Software Corporation 1998 Employee Stock Purchase
Plan.

     "Purchase Date" means the last day of each Purchase Period.

     "Purchase Period" has the meaning set forth in Section 5.2.

     "Purchase Price" has the meaning set forth in Section 6.

     "Stock" means the common stock of the Company.

     "Subscription" has the meaning set forth in Section 7.1.

     "Subsidiary Corporation" means any corporation, other than the Company, in
an unbroken chain of corporations beginning with the Company, if, at the time of
the granting of the Option, each of the corporations, other than the last
corporation in the unbroken chain, 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.

                           SECTION 3. ADMINISTRATION

     3.1  Plan Administrator

     The Plan shall be administered by the Board or the Committee or, if and to
the extent the Board or the Committee designates an executive officer of the
Company to administer the Plan, by such executive officer (each, the "Plan
Administrator").  Any decisions made by the Plan Administrator shall be
applicable equally to all Eligible Employees.

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     3.2  Administration and Interpretation by the Plan Administrator

     Subject to the provisions of the Plan, the Plan Administrator shall have
the authority, in its sole discretion, to determine all matters relating to
Options granted under the Plan, including all terms, conditions, restrictions
and limitations of Options; provided, however, that all Participants granted
Options pursuant to the Plan shall have the same rights and privileges within
the meaning of Code Section 423.  The Plan Administrator shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the Plan's
administration.  The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, unless revised by the Board or the
Committee, shall be conclusive and binding on all parties involved or affected.
The Plan Administrator may delegate administrative duties to such of the
Company's other officers or employees as the Plan Administrator so determines.

                       SECTION 4. STOCK SUBJECT TO PLAN

     Subject to adjustment from time to time as provided in Section 21, the
maximum number of shares of the Company's Stock which shall be available for
issuance under the Plan shall be 1,000,000/(1)/ shares, plus an annual increase
to be added on the first day of the Company's fiscal year beginning in 2000
equal to the lesser of (a) 400,000/(1)/ shares of Stock and (b) 1.2% of the
adjusted average common shares outstanding of the Company used to calculate
fully diluted earnings per share as reported in the Annual Report to
shareholders for the preceding year, or (c) a lesser amount determined by the
Board; provided, however, that any shares from any increases in previous years
that are not actually issued shall be added to the aggregate number of shares
available for issuance under the Plan.  Shares issued under the Plan shall be
drawn from authorized and unissued shares or shares now held or subsequently
acquired by the Company.

                           SECTION 5. OFFERING DATES

5.1  Offering Periods

     (a)  Except as otherwise set forth below, the Plan shall be implemented
by a series of Offerings (each, an "Offering"). Offerings shall commence on
January 1 and July 1 of each year and end on the second December 31 and June 30,
respectively, occurring thereafter (each, an "Offering Period"); provided,
however, that the Offering Period that began on January 1, 2001 shall end on
June 30, 2001.

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     /(1)/  Such number reflects the 2-for-1 stock split effected March 1, 2000.

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     (b)  Notwithstanding the foregoing, the Board may establish (i) a different
term for one or more Offerings and (ii) different commencing and ending dates
for such Offerings; provided, however, that an Offering Period may not exceed
five years; and provided, further, that if the Purchase Price may be less than
85% of the fair market value of the Stock on the Purchase Date, the Offering
Period may not exceed 27 months.

     (c)  In the event the first or the last day of an Offering Period is not a
regular business day, then the first day of the Offering Period shall be deemed
to be the next regular business day and the last day of the Offering Period
shall be deemed to be the last preceding regular business day.  An employee who
becomes eligible to participate in the Plan after an Offering Period has
commenced shall not be eligible to participate in such Offering but may
participate in any subsequent Offering, provided that such employee is still an
Eligible Employee as of the commencement of any such subsequent Offering.
Eligible Employees may not participate in more than one Offering at a time.

5.2  Purchase Periods

     Each Offering Period shall consist of four consecutive purchase periods of
six months' duration (each, a "Purchase Period"); provided, however, that the
Offering Period that began on January 1, 2001 shall consist of one six-month
Purchase Period.  The last day of each Purchase Period shall be the Purchase
Date for such Purchase Period.  Except as otherwise set forth below, each
Purchase Period shall commence on January 1 and July 1 of each year and end on
the next June 30 and December 31.  Notwithstanding the foregoing, the Board may
establish (a) a different term for one or more Purchase Periods and (b)
different commencing and ending dates for any such Purchase Period.  In the
event the first or last day of a Purchase Period is not a regular business day,
then the first day of the Purchase Period shall be deemed to be the next regular
business day and the last day of the Purchase Period shall be deemed to be the
last preceding regular business day.

5.3  Governmental Approval; Shareholder Approval

     Notwithstanding any other provision of the Plan to the contrary, an Option
granted pursuant to the Plan shall be subject to (a) obtaining all necessary
governmental approvals and qualifications of the Plan and the issuance of
Options and sale of Stock pursuant to the Plan and (b) obtaining shareholder
approval of the Plan.

                           SECTION 6. PURCHASE PRICE

     The purchase price (the "Purchase Price") at which Stock may be acquired in
an Offering pursuant to the exercise of all or any portion of an Option granted
under the Plan (the "Offering Exercise Price") shall be 85% of the lesser of (a)
the fair market value of the Stock on the Offering Date of such Offering and (b)
the fair market value of the

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Stock on the Purchase Date. The fair market value of the Stock on the Offering
Date or on the Purchase Date shall be the closing price for the Stock as
reported for such day by the Nasdaq National Market, the New York Stock Exchange
or other trading market on which the Company's Stock may then be traded (the
"Exchange"). If no sales of the Stock were made on the Exchange on such day,
fair market value shall mean the closing price for the Stock as reported for the
next preceding day on which sales of the Stock were made on the Exchange. If the
Stock is not listed on an Exchange, the Board shall designate an alternative
method of determining the fair market value of the Stock.

                     SECTION 7. PARTICIPATION IN THE PLAN

7.1  Initial Participation

     An Eligible Employee shall become a Participant on the first Offering Date
after satisfying the eligibility requirements and delivering to the Plan
Administrator during the enrollment period established by the Plan Administrator
(the "Enrollment Period") a subscription (the "Subscription"):

     (a)  indicating the Eligible Employee's election to participate in the
Plan;

     (b)  authorizing payroll deductions and stating the amount to be deducted
regularly from the Participant's pay; and

     (c)  authorizing the purchase of Stock for the Participant in each Purchase
Period.

     An Eligible Employee who does not deliver a Subscription as provided above
during the Enrollment Period shall not participate in the Plan for that Offering
Period or for any subsequent Offering Period unless such Eligible Employee
subsequently enrolls in the Plan by filing a Subscription with the Company
during the Enrollment Period for such subsequent Offering Period.  The Company
may, from time to time, change the Enrollment Period for any future Offering as
deemed advisable by the Plan Administrator, in its sole discretion, for the
proper administration of the Plan.

7.2  Continued Participation

     A Participant shall automatically participate in the next Offering Period
until such time as such Participant withdraws from the Plan pursuant to Section
11.2 or 11.3 or terminates employment as provided in Section 13.

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              SECTION 8. LIMITATIONS ON RIGHT TO PURCHASE SHARES

8.1  Number of Shares Purchased

     The maximum number of shares of Stock that may be offered to a Participant
on any Offering Date shall be equal to $25,000 divided by the fair market value
of one share of Stock on the applicable Offering Date.  Further, no Participant
shall be entitled to purchase Stock under the Plan (or any other employee stock
purchase plan that is intended to meet the requirements of Code Section 423
sponsored by the Company, a Parent Corporation or a Subsidiary Corporation) with
a fair market value exceeding $25,000, determined as of the Offering Date for
each Offering Period (or such other limit as may be imposed by the Code), in any
calendar year in which a Participant participates in the Plan (or other employee
stock purchase plan described in this Section 8.1).

8.2  Pro Rata Allocation

     In the event the number of shares of Stock that might be purchased by all
Participants in the Plan exceeds the number of shares of Stock available in the
Plan, the Plan Administrator shall make a pro rata allocation of the remaining
shares of Stock in as uniform a manner as shall be practicable and as the Plan
Administrator shall determine to be equitable.  Fractional shares may not be
issued under the Plan unless the Plan Administrator determines otherwise for
future Offering Periods.

                     SECTION 9. PAYMENT OF PURCHASE PRICE

9.1  General Rules

     Subject to Section 9.11, Stock that is acquired pursuant to the exercise of
all or any portion of an Option may be paid for only by means of payroll
deductions from the Participant's Eligible Compensation.  Except as set forth in
this Section 9, the amount of compensation to be withheld from a Participant's
Eligible Compensation during each pay period shall be determined by the
Participant's Subscription.

9.2  Percent Withheld

     The amount of payroll withholding for each Participant for purchases
pursuant to the Plan during any pay period shall be at least 1% but shall not
exceed 10% of the Participant's Eligible Compensation for such pay period.
Amounts shall be withheld in whole percentages only.

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9.3  Payroll Deductions

     Payroll deductions shall commence on the first payday following the
Offering Date and shall continue through the last payday of the Offering Period
unless sooner altered or terminated as provided in the Plan.

9.4  Memorandum Accounts

     Individual accounts shall be maintained for each Participant for memorandum
purposes only.  All payroll deductions from a Participant's Eligible
Compensation shall be credited to such account but shall be deposited with the
general funds of the Company.  All payroll deductions received or held by the
Company may be used by the Company for any corporate purpose.

9.5  No Interest

     No interest shall be paid on payroll deductions received or held by the
Company.

9.6  Acquisition of Stock

     On each Purchase Date of an Offering Period, each Participant shall
automatically acquire, pursuant to the exercise of the Participant's Option, the
number of shares of Stock arrived at by dividing the total amount of the
Participant's accumulated payroll deductions for the Purchase Period by the
Purchase Price; provided, however, that the number of shares of Stock purchased
by the Participant shall not exceed the number of whole shares of Stock so
determined, unless the Plan Administrator has determined for any future Offering
that fractional shares may be issued under the Plan; and provided, further, that
the number of shares of Stock purchased by the Participant shall not exceed the
number of shares for which Options have been granted to the Participant pursuant
to Section 8.1.

9.7  Refund of Excess Amounts

     Any cash balance remaining in the Participant's account at the termination
of each Purchase Period shall be refunded to the Participant as soon as
practical after the Purchase Date without the payment of any interest; provided,
however, that if the Participant participates in the next Purchase Period, any
cash balance remaining in the Participant's account shall be applied to the
purchase of Stock in the new Purchase Period, provided such purchase complies
with Section 8.1.

9.8  Withholding Obligations

     At the time the Option is exercised, in whole or in part, or at the time
some or all of the Stock is disposed of, the Participant shall make adequate
provision for federal and

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state withholding obligations of the Company, if any, that arise upon exercise
of the Option or upon disposition of the Stock. The Company may withhold from
the Participant's compensation the amount necessary to meet such withholding
obligations.

9.9  Termination of Participation

     No Stock shall be purchased on behalf of a Participant on a Purchase Date
if his or her participation in the Offering or the Plan has terminated on or
before such Purchase Date.

9.10  Procedural Matters

     The Company may, from time to time, establish (a) limitations on the
frequency and/or the number of any permitted changes in the amount withheld
during an Offering, as set forth in Section 11.1, (b) an exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars, (c)
payroll withholding in excess of the amount designated by a Participant in order
to adjust for delays or mistakes in the Company's processing of properly
completed withholding elections and (d) such other limitations or procedures as
deemed advisable by the Company in its sole discretion that are consistent with
the Plan and in accordance with the requirements of Code Section 423.

9.11  Leaves of Absence

     During leaves of absence approved by the Company and meeting the
requirements of the applicable Treasury Regulations promulgated under the Code,
a Participant may elect to continue participation in the Plan by delivering cash
payments to the Plan Administrator on the Participant's normal paydays equal to
the amount of his or her payroll deduction under the Plan had the Participant
not taken a leave of absence.  Currently, the Treasury Regulations provide that
a Participant may continue participation in the Plan only during the first 90
days of a leave of absence unless the Participant's reemployment rights are
guaranteed by statute or contract.

                  SECTION 10. STOCK PURCHASED UNDER THE PLAN

10.1  ESPP Broker

     If the Plan Administrator designates or approves a stock brokerage or other
financial services firm (the "ESPP Broker") to hold shares purchased under the
Plan for the accounts of Participants, the following procedures shall apply.
Promptly following each Purchase Date, the number of shares of Stock purchased
by each Participant shall be deposited into an account established in the
Participant's name with the ESPP Broker.  A Participant shall be free to
undertake a disposition of the shares of Stock in his or her account at any time
but, in the absence of such a disposition, the shares of Stock must remain in
the Participant's account at the ESPP Broker until the holding period set forth

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in Code Section 423 has been satisfied.  With respect to shares of Stock for
which the holding periods set forth above have been satisfied, the Participant
may move those shares of Stock to another brokerage account of the Participant's
choosing or request that a stock certificate be issued and delivered to him or
her.  Any dividends paid in the form of shares of Stock with respect to Stock in
a Participant's account shall be credited to such account.  A Participant who is
not subject to payment of U.S. income taxes may move his or her shares of Stock
to another brokerage account of his or her choosing or request that a stock
certificate be delivered to him or her at any time, without regard to the Code
Section 423 holding period.

10.2  Notice of Disposition

     By entering the Plan, each Participant agrees to promptly give the Company
notice of any Stock disposed of within the later of one year from the Purchase
Date and two years from the Offering Date for such Stock, showing the number of
such shares disposed of and the Purchase Date and Offering Date for such Stock.
This notice shall not be required if and so long as the Company has a designated
ESPP Broker.

           SECTION 11. WITHHOLDING CHANGES AND VOLUNTARY WITHDRAWAL

11.1  Changes in Withholding Notices

     (a)  Unless otherwise determined by the Plan Administrator for a future
Offering, a Participant may not change his or her rate of payroll withholding
during an Offering Period, except that a Participant may cease contributions
during an Offering Period and have all payroll deductions accrued as of the date
of such notice to the Plan Administrator applied toward the purchase of Stock on
the Purchase Date.  Notice of any such election must be delivered to the Plan
Administrator in such form and in accordance with such terms as the Plan
Administrator may establish for an Offering.  Unless otherwise indicated,
discontinuance of payroll contributions during an Offering shall not result in
withdrawal from the Plan or any succeeding Offering therein.

     (b)  A Participant may elect to increase or decrease the amount to be
withheld from his or her Eligible Compensation for future Offerings; provided,
however, that notice of such election must be delivered to the Plan
Administrator in such form and in accordance with such terms as the Plan
Administrator may establish for an Offering.

11.2  Withdrawal From an Offering

     A Participant may withdraw from an Offering by signing and delivering to
the Company's Plan Administrator a written notice of withdrawal on a form
provided by the Company for such purpose.  Such withdrawal must be elected at
least ten days prior to the end of the Purchase Period for which such withdrawal
is to be effective or by any

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other date specified by the Plan Administrator for any future Offering. If a
Participant withdraws after the Purchase Date for a Purchase Period of an
Offering, the withdrawal shall not affect Stock acquired by the Participant in
any earlier Purchase Periods. Unless otherwise indicated, withdrawal from an
Offering shall not result in a withdrawal from the Plan or any succeeding
Offering therein. A Participant is prohibited from again participating in the
same Offering at any time upon withdrawal from such Offering. The Company may,
from time to time, impose a requirement that the notice of withdrawal be on file
with the Plan Administrator for a reasonable period prior to the effectiveness
of the Participant's withdrawal.

11.3  Withdrawal From the Plan

     A Participant may withdraw from the Plan by signing a written notice of
withdrawal on a form provided by the Company for such purpose and delivering
such notice to the Plan Administrator.  Such notice must be delivered at least
ten days prior to the end of the Purchase Period for which such withdrawal is to
be effective or by any other date specified by the Plan Administrator for any
future Offering.  In the event a Participant voluntarily elects to withdraw from
the Plan, the Participant may not resume participation in the Plan during the
same Offering Period, but may participate in any subsequent Offering under the
Plan by again satisfying the definition of Eligible Employee.  The Company may
impose, from time to time, a requirement that the notice of withdrawal be on
file with the Plan Administrator for a reasonable period prior to the
effectiveness of the Participant's withdrawal.

11.4  Return of Payroll Deductions

     Upon withdrawal from an Offering pursuant to Section 11.2 or from the Plan
pursuant to Section 11.3, the withdrawing Participant's accumulated payroll
deductions that have not been applied to the purchase of Stock shall be returned
as soon as practical after the withdrawal, without the payment of any interest,
to the Participant and the Participant's interest in the Offering shall
terminate.  Such accumulated payroll deductions may not be applied to any other
Offering under the Plan.

                          SECTION 12. MARKET STANDOFF

     In connection with the underwritten initial public offering by the Company
of its Common Stock, neither a Participant nor any beneficiary designated
pursuant to Section 14.2 shall sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose of or
transfer for value or otherwise agree to engage in any of the foregoing
transactions with respect to any Common Stock issued under the Plan for a period
of 180 days after the IPO Date, except that the foregoing provision shall not
apply in the event of the Participant's death or "disability" as that term is
defined in Section 22(e)(3) of the Code.

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     In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
Company's Common Stock effected as a class without the Company's receipt of
consideration, any new, substituted or additional securities distributed with
respect to the purchased Common Stock shall be immediately subject to the
provisions of this Section 12.

     In order to enforce the limitations of this Section 12, the Company may
issue stop-transfer instructions to the ESPP Broker and/or the Company's
transfer agent until the end of the period ending 180 days after the IPO Date.

                     SECTION 13. TERMINATION OF EMPLOYMENT

     Termination of a Participant's employment with the Company for any reason,
including retirement, death or the failure of a Participant to remain an
Eligible Employee, shall immediately terminate the Participant's participation
in the Plan.  The payroll deductions credited to the Participant's account since
the last Purchase Date shall, as soon as practical, be returned to the
Participant or, in the case of a Participant's death, to the Participant's legal
representative or designated beneficiary as provided in Section 14.2, and all of
the Participant's rights under the Plan shall terminate.  Interest shall not be
paid on sums returned to a Participant pursuant to this Section 13.

                    SECTION 14. RESTRICTIONS ON ASSIGNMENT

14.1  Transferability

     An Option granted under the Plan shall not be transferable and such Option
shall be exercisable during the Participant's lifetime only by the Participant.
The Company will not recognize, and shall be under no duty to recognize, any
assignment or purported assignment by a Participant of the Participant's
interest in the Plan, of his or her Option or of any rights under his or her
Option.

14.2  Beneficiary Designation

     The Plan Administrator may permit a Participant to designate a beneficiary
who is to receive any shares and cash, if any, from the Participant's account
under the Plan in the event the Participant dies after the Purchase Date for an
Offering but prior to delivery to such Participant of such shares and cash.  In
addition, the Plan Administrator may permit a Participant to designate a
beneficiary who is to receive any cash from the Participant's account under the
Plan in the event that the Participant dies before the Purchase Date for an
Offering.  Such designation may be changed by the Participant at any time by
written notice to the Plan Administrator.

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           SECTION 15. NO RIGHTS AS SHAREHOLDER UNTIL SHARES ISSUED

     With respect to shares of Stock subject to an Option, a Participant shall
not be deemed to be a shareholder of the Company, and he or she shall not have
any rights or privileges of a shareholder.  A Participant shall have the rights
and privileges of a shareholder of the Company when, but not until, a
certificate or its equivalent has been issued to the Participant for the shares
of Stock following exercise of the Participant's Option.

       SECTION 16. LIMITATIONS ON SALE OF STOCK PURCHASED UNDER THE PLAN

     The Plan is intended to provide Stock for investment and not for resale.
The Company does not, however, intend to restrict or influence any Participant
in the conduct of his or her own affairs.  A Participant, therefore, may sell
Stock purchased under the Plan at any time he or she chooses, subject to
compliance with any applicable federal and state securities laws.  A Participant
assumes the risk of any market fluctuations in the price of the Stock.

                       SECTION 17. AMENDMENT OF THE PLAN

     The Board may amend the Plan in such respects as it shall deem advisable;
provided, however, that, to the extent required for compliance with Code Section
423 or any applicable law or regulation, shareholder approval will be required
for any amendment that will (a) increase the total number of shares as to which
Options may be granted under the Plan, (b) modify the class of employees
eligible to receive Options, or (c) otherwise require shareholder approval under
any applicable law or regulation.

                      SECTION 18. TERMINATION OF THE PLAN

     The Plan shall continue in effect for ten years after the date of its
adoption by the Board.  Notwithstanding the foregoing, the Board may suspend or
terminate the Plan at any time.  During any period of suspension or upon
termination of the Plan, no Options shall be granted; provided, however, that
suspension or termination of the Plan shall have no effect on Options granted
prior thereto.

                     SECTION 19. NO RIGHTS AS AN EMPLOYEE

     Nothing in the Plan shall be construed to give any person (including any
Eligible Employee or Participant) the right to remain in the employ of the
Company or a Parent or Subsidiary Corporation or to affect the right of the
Company or a Parent or Subsidiary Corporation to terminate the employment of any
person (including any Eligible Employee or Participant) at any time with or
without cause.

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                      SECTION 20. EFFECT UPON OTHER PLANS

     The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Parent or Subsidiary
Corporation.  Nothing in the Plan shall be construed to limit the right of the
Company, any Parent Corporation or Subsidiary Corporation to (a) establish any
other forms of incentives or compensation for employees of the Company, a Parent
Corporation or Subsidiary Corporation or (b) grant or assume options otherwise
than under the Plan in connection with any proper corporate purpose, including,
but not by way of limitation, the grant or assumption of options in connection
with the acquisition, by purchase, lease, merger, consolidation or otherwise, of
the business, stock or assets of any corporation, firm or association.

                            SECTION 21. ADJUSTMENTS

21.1  Adjustment of Shares

     In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to shareholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or kind of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Stock, then (subject to any required action by the
Company's shareholders), the Board or the Committee, in its sole discretion,
shall make such equitable adjustments as it shall deem appropriate in the
circumstances in (i) the maximum number and kind of shares of Stock subject to
the Plan as set forth in Section 4 and (ii) the number and kind of securities
that are subject to any outstanding Option and the per share price of such
securities.  The determination by the Board or the Committee as to the terms of
any of the foregoing adjustments shall be conclusive and binding.
Notwithstanding the foregoing, a dissolution or liquidation of the Company or a
Corporate Transaction shall not be governed by this Section 21.1 but shall be
governed by Sections 21.2 and 21.3, respectively.

21.2  Dissolution or Liquidation of the Company

     In the event of the proposed dissolution or liquidation of the Company, the
Offering Period then in progress shall be shortened by setting a new Purchase
Date (the "New Purchase Date"), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided
otherwise by the Board.  The New Purchase Date shall be a specified date before
the date of the Company's proposed dissolution or liquidation.  The Board shall
notify each Participant in writing, at least ten business days prior to the New
Purchase Date, that the Purchase Date for the

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Participant's Option has been changed to the New Purchase Date and that the
Participant's Option shall be exercised automatically on the New Purchase Date,
unless prior to such date the Participant has withdrawn from the Offering Period
or the Plan as provided in Section 11 hereof.

21.3  Corporate Transactions

     In the event of a Corporate Transaction, each outstanding Option shall be
assumed or an equivalent option substituted by the successor corporation or a
parent or subsidiary corporation of the successor corporation.  In the event
that the successor corporation refuses to assume or substitute for the Option,
the Offering Period then in progress shall be shortened by setting a new
Purchase Date (the "New Purchase Date").  The New Purchase Date shall be a
specified date before the date of the Corporate Transaction.  The Board shall
notify each Participant in writing, at least ten business days prior to the New
Purchase Date, that the Purchase Date for the Participant's Option has been
changed to the New Purchase Date and that the Participant's Option shall be
exercised automatically on the New Purchase Date, unless prior to such date the
Participant has withdrawn from the Offering Period or the Plan as provided in
Section 11 hereof.

21.4  Limitations

     The grant of Options shall in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

               SECTION 22. REGISTRATION; CERTIFICATES FOR SHARES

     The Company shall be under no obligation to any Participant to register for
offering or resale under the Securities Act of 1933, as amended, or register or
qualify under state securities laws, any shares of Stock.  The Company may issue
certificates for shares with such legends and subject to such restrictions on
transfer and stop-transfer instructions as counsel for the Company deems
necessary or desirable for compliance by the Company with federal and state
securities laws.

                          SECTION 23. EFFECTIVE DATE

     The Plan's effective date is the date on which it is approved by the
Company's shareholders.  The Board amended Sections 5.1(a) and 5.2 of the Plan
on April 6, 2001, which amendments were approved by the shareholders on June 7,
2001.

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