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                                                                  EXHIBIT 4.8.1

                               LV SOFTWARE, INC.
                      NONQUALIFIED STOCK OPTION AGREEMENT

     This Agreement is made as of July 1, 1995 (the "Grant Date"), between LV
SOFTWARE, INC. (the "Company") and Vinod Agarwal ("Optionee").

                                  WITNESSETH:

     WHEREAS, the Company regards Optionee as a valuable employee of the
Company, and has determined that it would be to the advantage and in the
interests of the Company and its shareholders to grant the options provided for
in this Agreement to Optionee as an inducement to remain in the service of the
Company and as an incentive for increased efforts during such service;

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties to this Agreement hereby agree as follows:

     1.  Option Grant. The Company hereby grants to Optionee the right and
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option to purchase from the Company on the terms and conditions hereinafter set
forth, all or any part of an aggregate of 875,000 shares of the Common Stock of
the Company (the "Stock"). This option is not intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").

     2.  Option Price.  The purchase price of the Stock subject to this option
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shall be $0.25 per share, which price is not less than the per share fair market
value of such Stock as of the Grant Date as determined by the Board of Directors
of the Company or a Committee .designated by it (the "Committee"). The term
"Option Price" as used in this agreement refers to the purchase price of the
Stock subject to this option.

     3.  Option Period.  This option shall be exercisable only during the Option
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Period, and during such Option Period, the exercisability of the option shall be
subject to the limitations of paragraph 4 and the vesting provisions of
paragraph 5. The Option Period shall commence on the Grant Date and except as
provided in paragraph 4, shall terminate (the "Termination Date") ten years from
the Grant Date.

     4.  Limits on Option Period. The Option Period may end before the
         -----------------------
Termination Date, as follows:

         (a)  If Optionee ceases to be a bona fide employee of the Company or an
Affiliate for any reason other than disability (within the meaning of
subparagraph (c)) or death during the Option-Period, the Option Period shall
terminate three months after the date of such cessation of employment or on the
Termination Date, whichever shall first occur, and the

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option shall be exercisable only to the extent exercisable under paragraph 5 on
the date of Optionee's cessation of employment.

         (b)  If Optionee dies while in the employ of the Company or any of its
Affiliates, the Option Period shall end one year after the date of death or on
the Termination Date, whichever shall first occur, and Optionee's executor or
administrator or the person or persons to whom Optionee's rights under this
option shall pass by will or by the applicable laws of descent and distribution
may exercise this option only to the extent exercisable under paragraph 5 on the
date of Optionee's death.

         (c)  If Optionee's employment is terminated by reason of disability,
the Option Period shall end one year after the date of Optionee's cessation of
employment or on the Termination Date, whichever shall first occur, and the
option shall be exercisable only to the extent exercisable under paragraph 5 on
the date of Optionee's cessation of employment.

         (d)  If Optionee is on a leave of absence from the Company or an
Affiliate because of his disability, or for the purpose of serving the
government of the country in which the principal place of employment of Optionee
is located, either in a military or civilian capacity, or for such other purpose
or reason as the Committee may approve, Optionee shall not be deemed during the
period of such absence, by virtue of such absence alone, to have terminated
employment with the Company or an Affiliate except as the Committee may
otherwise expressly provide.

     5.  Vesting of Right to Exercise Options. Subject to other limitations
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contained in this Agreement, the Optionee shall have the right to exercise the
option as to approximately 4.17% of the number of shares of stock covered by the
option at any time after the end of each full month period after the Grant Date
such that the option shall be fully exercisable two (2) years after the Grant
Date. Any portion of the option that is not exercised shall accumulate and may
be exercised at any time during the Option Period prior to the Termination Date.
No partial exercise of this option may be for less than 5 percent of the total
number of shares then available under this option. In no event shall the Company
be required to issue fractional shares.

     6.  Method of Exercise. Optionee may exercise the option with respect to
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all or any part of the shares of Stock then subject to such exercise as follows:

         (a)  By giving the Company written notice of such exercise, specifying
the number of such shares as to which this option is exercised. Such notice
shall be accompanied by an amount equal to the Option Price of such shares, in
the form of any one or combination of the following: (i) cash; (ii) a certified
check, bank draft, postal or express money order payable to the order of the
Company in lawful money of the United States; (iii) shares of Stock valued at
fair market value; (iv) if authorized for Optionee by the Committee, notes; or
(v) in any combination of the foregoing. The shares of Stock shall be valued in
accordance with procedures established by the Committee. Any note used to
exercise this option shall be a full recourse, interest-bearing obligation
containing such terms as the Committee shall

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determine. If a note is used, the Optionee agrees to execute such further
documents as the Committee may deem necessary or appropriate in connection with
issuing the note, perfecting a security interest in the Stock purchased with the
note, and any related terms or conditions that the Committee may propose. Such
further documents may include, not by way of limitation, a security agreement,
an escrow agreement, a voting trust agreement and an assignment separate from
certificate.

          (b)  Optionee (and Optionee's spouse, if any) shall be required, as a
condition precedent to acquiring Stock through exercise of the option, to
execute one or more agreements relating to obligations in connection with
ownership of the Stock or restrictions on transfer of the Stock no less
restrictive than the obligations and restrictions to which the other
shareholders of the Company are subject at the time of such exercise.

          (c)  If required by the Committee, Optionee shall give the Company
satisfactory assurance in writing, signed by Optionee or his legal
representative, as the case may be, that such shares are being purchased for
investment and not with a view to the distribution thereof, provided that such
assurance shall be deemed inapplicable to (1) any sale of such shares by such
Optionee made in accordance with the terms of a registration statement covering
such sale, which may hereafter be filed and become effective under the
Securities Act of 1933, as amended, and with respect to which no stop order
suspending the effectiveness thereof has been issued, and (2) any other sale of
such shares with respect to which in the opinion of counsel for the Company,
such assurance is not required to be given in order to comply with the
provisions of the Securities Act of 1933, as amended.

          As soon as practicable after receipt of the notice required in
paragraph 6(a) and satisfaction of the conditions set forth in paragraphs 6(b)
and 6(c), the Company shall, without transfer or issue tax and without other
incidental expense to Optionee, deliver to Optionee at the office of the
Company, at 101 Metro Drive, 3rd Floor, San Jose, California 95110, attention of
the Secretary, or such other place as may be mutually acceptable to the Company
and Optionee, a certificate or certificates of such shares of Stock; provided,
however, that the time of such delivery may be postponed by the Company for such
period as may be required for it with reasonable diligence to comply with
applicable registration requirements under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, any applicable listing
requirements of any national securities exchange, and requirements under any
other law or regulation applicable to the issuance or transfer of such shares.

     7.  Corporate Transactions
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         (a)  If there should be any change in a class of Stock subject to this
option, through merger, consolidation, reorganization, recapitalization,
reincorporation, stock split, stock dividend or other change in the capital
structure of the Company, the Company shall make appropriate adjustments in
order to preserve, but not to increase, the benefits to Optionee, including
adjustments in the number of shares of such Stock subject to this option and in
the price per share. Any adjustment made pursuant to this paragraph 7 as a
consequence of a change in the capital structure of the Company shall not
entitle Optionee to

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acquire a number of shares of such Stock of the Company or shares of stock of
any successor company greater than the number of shares Optionee would receive
if, prior to such change, Optionee had actually held a number of shares of such
Stock equal to the number of shares then subject to this option.

          (b)  For purposes of this paragraph 7, a "Corporate Transaction" shall
include any of the following stockholder-approved transactions to which the
Company is a party:

               (i) a merger or consolidation in which the Company is not the
     surviving entity, except for (1) a transaction the principal purpose of
     which is to change the state of the Company's incorporation, or (2) a
     transaction in which the Company's shareholders immediately prior to such
     merger or consolidation hold (by virtue of securities received in exchange
     for their shares in the Company) securities of the surviving entity
     representing more than fifty percent (50%) of the total voting power of
     such entity immediately after such transaction;

               (ii)  the sale, transfer or other disposition of all or
     substantially all of the assets of the Company unless the Company's
     shareholders immediately prior to such sale, transfer or other disposition
     hold (by virtue of securities received in exchange for their shares in the
     Company) securities of the purchaser or other transferee representing more
     than fifty percent (50%) of the total voting power of such entity
     immediately after such transaction; or

               (iii) any reverse merger in which the Company is the surviving
     entity but in which the Company's shareholders immediately prior to such
     merger do not hold (by virtue of their shares in the Company held
     immediately prior to such transaction) securities of the Company
     representing more than fifty percent (50%) of the total voting power of the
     Company immediately after such transaction.

          (c)  In the event of any Corporate Transaction, this option shall
terminate immediately prior to the specified effective date of the Corporate
Transaction unless assumed by the successor corporation or its parent company,
pursuant to options providing substantially equal value and having substantially
equivalent provisions as the options granted pursuant to this Agreement.

     8.  Limitations on Transfer. This option shall, during Optionee's lifetime,
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be exercisable only by Optionee, and neither this option nor any right hereunder
shall be transferable by Optionee by operation of law or otherwise other than by
will or the laws of descent and distribution. In the event of any attempt by
Optionee to alienate, assign, pledge, hypothecate, or otherwise dispose of this
option or of any right hereunder, except as provided for in this Agreement, or
in the event of the levy of any attachment, execution, or similar process upon
the rights or interest hereby conferred, the Company at its election may
terminate this option by notice to Optionee and this option shall thereupon
become null and void.


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     9.  No Shareholder Rights. Neither Optionee nor any person entitled to
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exercise Optionee's rights in the event of his death shall have any of the
rights of a shareholder with respect to the shares of Stock subject to this
option except to the extent the certificates for such shares shall have been
issued upon the exercise of this option.

     10. NO EFFECT ON TERMS OF EMPLOYMENT. SUBJECT TO THE TERMS OF ANY WRITTEN
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EMPLOYMENT CONTRACT TO THE CONTRARY, THE COMPANY (OR ITS AFFILIATE WHICH EMPLOYS
OPTIONEE) SHALL HAVE THE RIGHT TO TERMINATE OR CHANGE THE TERMS OF EMPLOYMENT OF
OPTIONEE AT ANY TIME AND FOR ANY REASON WHATSOEVER, WITH OR WITHOUT CAUSE.

     11. Notice. Any notice required to be given under the terms of this
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Agreement shall be addressed to the Company in care of its Secretary at the
Office of the Company at 101 Metro Drive, Suite 3, San Jose, California 95110,
and any notice to be given to Optionee shall be addressed to him at the address
given by him beneath his signature to this Agreement, or such other address as
either party to this Agreement may hereafter designate in writing to the other.
Any such notice shall be deemed to have been duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered or
certified and deposited (postage or registration or certification fee prepaid)
in a post office or branch post office regularly maintained by the United
States.

     12.  Lock-Up Agreement
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          (a)  Optionee, if requested by the Company and the lead underwriter of
any public offering of the Common Stock or other securities of the Company (the
"Lead Underwriter"), hereby irrevocably agrees not to sell, contract to sell,
grant any option to purchase, transfer the economic risk of ownership in, make
any short sale of, pledge or otherwise transfer or dispose of any interest in
any Common Stock or any securities convertible into or exchangeable or
exercisable for or any other rights to purchase or acquire Common Stock (except
Common Stock included in such public offering or acquired on the public market
after such offering) during the 180-day period following the effective date of a
registration statement of the Company filed under the Securities Act, or such
shorter period of time as the Lead Underwriter shall specify. Optionee further
agrees to sign such documents as may be requested by the Lead Underwriter to
effect the foregoing and agrees that the Company may impose stop-transfer
instructions with respect to such Common Stock subject until the end of such
period. The Company and Optionee acknowledge that each Lead Underwriter of a
public offering of the Company's stock, during the period of such offering and
for the 180-day period thereafter, is an intended beneficiary of this Section
12.

          (b)  Notwithstanding the foregoing, Section 12(a) shall not prohibit
Optionee from transferring any shares of Common Stock or securities convertible
into or exchangeable or exercisable for the Company's Common Stock either during
Optionee's lifetime or on death by will or intestacy to Optionee's immediate
family or to a trust the beneficiaries of which are exclusively Optionee and/or
a member or members of Optionee's
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immediate family; provided, however, that
prior to any such transfer, each transferee shall execute an agreement pursuant
to which each transferee shall agree to receive and hold such securities subject
to the provisions of Section 12 hereof. For the purposes of this paragraph, the
term "immediate family" shall mean spouse, lineal descendant, father, mother,
brother or sister of the transferor.

          (c)  During the period from identification as a Lead Underwriter in
connection with any public offering of the Company's Common Stock until the
earlier of (i) the expiration of the lock-up period specified in Section 12(a)
in connection with such offering or (ii) the abandonment of such offering by the
Company and the Lead Underwriter, the provisions of the Section 12 may not be
amended or waived except with the consent of the Lead Underwriter.

     13.  Committee Decisions Conclusive. All decisions of the Committee upon
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any question arising under the Plan or under this Agreement shall be conclusive.

     14.  Successors. This Agreement shall be binding upon and inure to the
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benefit of any successor or successors of the Company. Where the context
permits, "Optionee" as used in this Agreement shall include Optionee's executor,
administrator or other legal representative or the person or persons to whom
Optionee's rights pass by will or the applicable laws of descent and
distribution.

     15.  California Law. The interpretation, performance and enforcement of
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this Agreement shall be governed by the laws of the State of California.

     IN WITNESS WHEREOF, the Company and Optionee have executed this agreement
as of the day and year first above written.

LV SOFTWARE, INC.                       OPTIONEE




By /s/ Vinod K. Agarwal                 /s/ Vinod K. Agarwal
   _________________________________    ________________________________
   Vinod K. Agarwal, President
                                                 [illegible]
                                        Address: _______________________

                                                 _______________________

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                                 ATTACHMENT A
                                 ------------

                               CONSENT OF SPOUSE

     I, Sujata Agarwal, spouse of, have read and approved the foregoing
Agreement. In consideration of granting of the right of my spouse to purchase
shares of LV Software, Inc. as set forth in the Agreement, I hereby appoint my
spouse as my attorney-in-fact with respect to the exercise of any rights of the
Agreement insofar as I may have any rights under such community property laws of
the State of California or similar laws relating to marital property in effect
in the state of our residence as of the date of the signing of the foregoing
Agreement.

Dated: __________________, 1996          By: /s/ Sujata Agarwal
                                             __________________________________

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