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                                                                     EXHIBIT 4.3

                              INFORMIX CORPORATION

                      1998 NON-STATUTORY STOCK OPTION PLAN

                  (EFFECTIVE AS OF JULY 17, 1998 AND AMENDED ON
              AUGUST 5, 1999, OCTOBER 21, 1999 AND APRIL 28, 2000)

          1.        PURPOSES OF THE PLAN. The purposes of this Non-Statutory
Stock Option Plan are:

          (a)       to attract and retain the best available personnel for
positions of substantial responsibility,

          (b)       to provide additional incentive to Employees and Consultants
(who are neither Officers nor Directors), and

          (c)       to promote the success of the Company's business.

          Options granted under the Plan will be Nonstatutory Stock Options.

          2.        DEFINITIONS. As used herein, the following definitions shall
apply:

          (a)       "ADMINISTRATOR" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Section 4 of the Plan.

          (b)       "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

          (c)       "BOARD" means the Board of Directors of the Company.

          (d)       "CODE" means the Internal Revenue Code of 1986, as amended.

          (e)       "COMMITTEE" means a committee of Directors appointed by the
Board in accordance with Section 4 of the Plan.

          (f)       "COMMON STOCK" means the common stock of the Company.

          (g)       "COMPANY" means Informix Corporation, a Delaware
corporation.

          (h)       "CONSULTANT" means any person, including an advisor, engaged
by the Company or a Parent or Subsidiary to render services to such entity.

          (i)       "DIRECTOR" means a member of the Board.

          (j)       "DISABILITY" means total and permanent disability as defined
in Section 22(e)(3) of the Code.

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          (k)       "EMPLOYEE" means any person employed by the Company or any
Parent or Subsidiary of the Company. An Employee shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

          (l)       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          (m)       "FAIR MARKET VALUE" means, as of any date, the value of
Common Stock determined as follows:

                    (i)       If the Common Stock is listed on any established
                              stock exchange or a national market system,
                              including without limitation the Nasdaq National
                              Market or The Nasdaq SmallCap Market of The Nasdaq
                              Stock Market, its Fair Market Value shall be the
                              closing sales price for such stock (or the closing
                              bid, if no sales were reported) as quoted on such
                              exchange or system for the last market trading day
                              prior to the time of determination, as reported in
                              THE WALL STREET JOURNAL or such other source as
                              the Administrator deems reliable;

                    (ii)      If the Common Stock is regularly quoted by a
                              recognized securities dealer but selling prices
                              are not reported, the Fair Market Value of a Share
                              of Common Stock shall be the mean between the high
                              bid and low asked prices for the Common Stock on
                              the last market trading day prior to the day of
                              determination, as reported in THE WALL STREET
                              JOURNAL or such other source as the Administrator
                              deems reliable;

                    (iii)     In the absence of an established market for the
                              Common Stock, the Fair Market Value shall be
                              determined in good faith by the Administrator.

          (n)       "NOTICE OF GRANT" means a written or electronic notice
evidencing certain terms and conditions of an individual Option grant. The
Notice of Grant is part of the Option Agreement.

          (o)       "OFFICER" means any Employee who is (i) an officer of the
Company pursuant to the specifications set forth in the By-Laws of the Company,
(ii) holds a position of vice-president or above, or (iii) is otherwise treated
as an officer by the Company.

          (p)       "OPTION" means a nonstatutory stock option granted pursuant
to the Plan, that is not intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated
thereunder.

          (q)       "OPTION AGREEMENT" means an agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.

          (r)       "OPTION EXCHANGE PROGRAM" means a program whereby
outstanding options are surrendered in exchange for options with a lower
exercise price.

          (s)       "OPTIONED STOCK" means the Common Stock subject to an
Option.

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          (t)       "OPTIONEE" means the holder of an outstanding Option granted
under the Plan.

          (u)       "PARENT" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

          (v)       "PLAN" means this 1998 Non-Statutory Stock Option Plan.

          (w)       "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

          (x)       "SUBSIDIARY" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

          3.        STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is fifteen million five hundred thousand
(15,500,000) Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock.

          4.        ADMINISTRATION OF THE PLAN.

          (a)       The Plan shall be administered by (i) the Board or (ii) a
Committee, which committee shall be constituted to satisfy Applicable Laws.

          (b)       POWERS OF THE ADMINISTRATOR. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:

                    (i)       to determine the Fair Market Value of the Common
                              Stock;

                    (ii)      to select the Employees (other than Officers and
                              Directors) to whom Options may be granted
                              hereunder;

                    (iii)     to determine whether and to what extent Options
                              are granted hereunder;

                    (iv)      to determine the number of shares of Common Stock
                              to be covered by each Option granted hereunder;

                    (v)       to approve forms of agreement for use under the
                              Plan;

                    (vi)      to determine the terms and conditions, not
                              inconsistent with the terms of the Plan, of any
                              award granted hereunder. Such terms and conditions
                              include, but are not limited to, the exercise
                              price, the time or times when Options may be
                              exercised (which may be based on performance
                              criteria), any vesting acceleration or waiver of
                              forfeiture restrictions, and any restriction or
                              limitation regarding any Option or the shares of
                              Common Stock relating thereto, based in each case
                              on such factors as the Administrator, in its sole
                              discretion, shall determine;

                    (vii)     to reduce the exercise price of any Option to the
                              then current Fair Market Value if the Fair Market
                              Value of the Common Stock covered by such Option
                              shall have declined since the date the Option was
                              granted;

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                    (viii)    to institute an Option Exchange Program;

                    (ix)      to construe and interpret the terms of the Plan
                              and awards granted pursuant to the Plan;

                    (x)       to modify or amend each Option (subject to Section
                              14(b) of the Plan), including the discretionary
                              authority to extend the post-termination
                              exercisability period of Options longer than is
                              otherwise provided for in the Plan;

                    (xi)      to authorize any person to execute on behalf of
                              the Company any instrument required to effect the
                              grant of an Option or previously granted by the
                              Administrator;

                    (xii)     to determine the terms and restrictions applicable
                              to Options;

                    (xiii)    to allow Optionees to satisfy withholding tax
                              obligations by electing to have the Company
                              withhold from the Shares to be issued upon
                              exercise of an Option that number of Shares having
                              a Fair Market Value equal to the amount required
                              to be withheld. The Fair Market Value of the
                              Shares to be withheld shall be determined on the
                              date that the amount of tax to be withheld is to
                              be determined. All elections by an Optionee to
                              have Shares withheld for this purpose shall be
                              made in such form and under such conditions as the
                              Administrator may deem necessary or advisable; and

                    (xiv)     to make all other determinations deemed necessary
                              or advisable for administering the Plan.

          (c)       EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.

          5.        ELIGIBILITY. Options may be granted hereunder only to
Employees and Consultants who are neither Officers nor Directors.

          6.        LIMITATION. Neither the Plan nor any Option shall confer
upon an Optionee any right with respect to continuing the Optionee's
relationship as an Employee with the Company, nor shall they interfere in any
way with the Optionee's right or the Company's right to terminate such
relationship at any time, with or without cause.

          7.        TERM OF PLAN. The Plan shall become effective upon July 17,
1998. It shall continue in effect for ten (10) years, unless sooner terminated
under Section 14 of the Plan.

          8.        TERM OF OPTION. The term of each Option shall be stated in
the Option Agreement.

          9.        OPTION EXERCISE PRICE AND CONSIDERATION.

          (a)       EXERCISE PRICE. The per share exercise price for the Shares
to be issued pursuant to exercise of an Option shall be determined by the
Administrator.

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          (b)       WAITING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.

          (c)       FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:

                    (i)       cash;

                    (ii)      check;

                    (iii)     promissory note;

                    (iv)      other Shares which (A) in the case of Shares
                              acquired upon exercise of an option, have been
                              owned by the Optionee for more than six months on
                              the date of surrender, and (B) have a Fair Market
                              Value on the date of surrender equal to the
                              aggregate exercise price of the Shares as to which
                              said Option shall be exercised;

                    (v)       consideration received by the Company under a
                              cashless exercise program implemented by the
                              Company in connection with the Plan;

                    (vi)      such other consideration and method of payment for
                              the issuance of Shares to the extent permitted by
                              Applicable Laws; or

                    (vii)     any combination of the foregoing methods of
                              payment.

          10.       EXERCISE OF OPTION.

          (a)       PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. An Option may not be exercised for a fraction of
a Share.

                    An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.

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                    Exercising an Option in any manner shall decrease the number
of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

          (b)       TERMINATION OF RELATIONSHIP AS AN EMPLOYEE. If an Optionee
ceases to be a an Employee, other than upon the Optionee's death or Disability,
the Optionee may exercise his or her Option, but only within such period of time
as is specified in the Option Agreement, and only to the extent that the Option
is vested on the date of termination (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement). If, on the
date of termination, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her Option
within the time specified by the Administrator, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.

          (c)       DISABILITY OF OPTIONEE. If an Optionee ceases to be an
Employee as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option
Agreement, to the extent the Option is vested on the date of termination,
including as to accelerated vesting as set forth in the Option Agreement (but in
no event later than the expiration of the term of such Option as set forth in
the Option Agreement). If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

          (d)       DEATH OF OPTIONEE. If an Optionee dies while an Employee,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death, including
as to accelerated vesting as set forth in the Option Agreement. If, at the time
of death, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the
Plan. The Option may be exercised by the executor or administrator of the
Optionee's estate or, if none, by the person(s) entitled to exercise the Option
under the Optionee's will or the laws of descent or distribution. If the Option
is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (e)       BUYOUT PROVISIONS. The Administrator may at any time offer
to buy out for a payment in cash or Shares, an Option previously granted based
on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

          11.       NON-TRANSFERABILITY OF OPTIONS. Unless determined otherwise
by the Administrator, an Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

          12.       CHANGES IN CAPITALIZATION AND OWNERSHIP.

          (a)       CHANGES IN CAPITALIZATION. Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no

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Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

          (b)       CHANGES IN CONTROL. All obligations of the Company under the
Plan, with respect to Option granted thereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct on indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.

          13.       DATE OF GRANT. The date of grant of an Option shall be, for
all purposes, the date on which the Administrator makes the determination
granting such Option, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each Optionee
within a reasonable time after the date of such grant.

          14.       AMENDMENT AND TERMINATION OF THE PLAN.

          (a)       AMENDMENT AND TERMINATION. The Board may at any time amend,
alter, suspend or terminate the Plan.

          (b)       EFFECT OF AMENDMENT OR TERMINATION. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to options
granted under the Plan prior to the date of such termination.

          15.       CONDITIONS UPON ISSUANCE OF SHARES.

          (a)       LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

          (b)       INVESTMENT REPRESENTATIONS. As a condition to the exercise
of an Option the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

          16.       INABILITY TO OBTAIN AUTHORITY. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in

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respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

          17.       RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.