Exhibit 10.1 ADVENT
SOFTWARE, INC.  2002
STOCK PLAN  (as
amended May 8, 2002)  1.     Purposes
of the Plan.  The purposes of this
2002 Stock Plan are:  ·to
attract and retain the best available personnel for positions of substantial
responsibility,  ·to
provide additional incentive to Employees, Directors and Consultants, and  ·to
promote the success of the Companys business.  Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant.  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)           Change
in Control means the occurrence of any of the following events:  (i)            Any person (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Companys then outstanding
voting securities;  (ii)           The consummation of
the sale or disposition by the Company of all or substantially all of the
Companys assets;  (iii)          A change in the
composition of the Board occurring within a two-year period, as a result of
which fewer than a majority of the directors are Incumbent Directors.  Incumbent Directors means directors who
either (A) are Directors as of the effective date of the Plan, or
(B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination (but will not include  
   an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company); or  (iv)          The consummation of
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation.  (e)           Code
means the Internal Revenue Code of 1986, as amended.  (f)            Committee
means a committee of Directors appointed by the Board in accordance with
Section 4 of the Plan.  (g)           Common
Stock means the common stock of the Company.  (h)           Company
means Advent Software, Inc., a Delaware corporation.  (i)            Consultant
means any natural person, including an advisor, engaged by the Company or a
Parent or Subsidiary to render services to such entity.  (j)            Director
means a member of the Board.  (k)           Disability
means total and permanent disability as defined in Section 22(e)(3) of the
Code.  (l)            Employee
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. 
A Service Provider 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.  For
purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed,
then three (3) months following the 91st day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option.  Neither service as a
Director nor payment of a directors fee by the Company shall be sufficient to
constitute employment by the Company.  (m)          Exchange
Act means the Securities Exchange Act of 1934, as amended.  (n)           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  2 
   for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day 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 day
of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or  (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.  (o)           Incentive
Stock Option means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.  (p)           Nonstatutory
Stock Option means an Option not intended to qualify as an Incentive Stock
Option.  (q)           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.  (r)            Officer
means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.  (s)           Option
means a stock option granted pursuant to the Plan.  (t)            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.  (u)           Option
Exchange Program means a program whereby outstanding Options are
surrendered in exchange for Options with a lower exercise price.  (v)           Optioned
Stock means the Common Stock subject to an Option.  (w)          Optionee
means the holder of an outstanding Option granted under the Plan.  (x)            Parent
means a parent corporation, whether now or hereafter existing, as defined in
Section 424(e) of the Code.  (y)           Plan
means this 2002 Stock Plan.  (z)            Rule
16b-3 means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.  3    (aa)         Section 16(b)
means Section 16(b) of the Exchange Act.  (bb)         Service
Provider means an Employee, Director or Consultant.  (cc)         Share
means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan.  (dd)         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 that may be optioned and sold under the Plan is the total
of  (a) any Shares which have been reserved but not issued under the
Companys 1992 Stock Plan (the 1992 Plan) as of the date of stockholder
approval of this Plan, (b) any Shares returned to the 1992 Plan as a result of
termination of options or repurchase of Shares issued under the 1992 Plan and
(c) an annual increase to be added on the last day of the Companys fiscal year
beginning in 2002, equal to the lesser of (i) 1,000,000 shares,
(ii) 2% of the outstanding shares on such date or (iii) a lesser
amount determined by the Board of Directors.  The Shares may be authorized, but unissued, or reacquired Common
Stock.  If an
Option expires or becomes unexercisable without having been exercised in full,
or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated); provided, however, that
Shares that have actually been issued under the Plan shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if unvested Shares are repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the
Plan.  4.     Administration
of the Plan.  (a)           Procedure.  (i)            Multiple
Administrative Bodies.  Different
Committees with respect to different groups of Service Providers may administer
the Plan.  (ii)           Section 162(m).  To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
performance-based compensation within the meaning of Section 162(m) of
the Code, the Plan shall be administered by a Committee of two or more outside
directors within the meaning of Section 162(m) of the Code.  (iii)          Rule 16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.  (iv)          Other
Administration.  Other than as
provided above, the Plan shall be administered by (A) the Board or (B) a
Committee, which committee shall be constituted to satisfy Applicable Laws.  4    (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;  (ii)           to select the
Service Providers to whom Options may be granted hereunder;  (iii)          to determine the
number of shares of Common Stock to be covered by each Option granted
hereunder;  (iv)          to approve forms of
agreement for use under the Plan;  (v)           to determine the
terms and conditions, not inconsistent with the terms of the Plan, of any
Option 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;  (vi)          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;  (vii)         to institute an
Option Exchange Program;  (viii)        to construe and
interpret the terms of the Plan and awards granted pursuant to the Plan;  (ix)           to prescribe, amend
and rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of satisfying
applicable foreign laws;  (x)            to modify or amend
each Option (subject to Section 14(c)
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 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 minimum 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;  (xii)          to authorize any
person to execute on behalf of the Company any instrument required to effect
the grant of an Option previously granted by the Administrator; and  5    (xiii)         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.  Nonstatutory Stock Options may be granted to
Service Providers.  Incentive Stock
Options may be granted only to Employees.  6.     Limitations.  (a)           Each
Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. 
However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Optionee during any calendar
year (under all plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of
the Shares shall be determined as of the time the Option with respect to such Shares
is granted.  (b)           Neither
the Plan nor any Option shall confer upon an Optionee any right with respect to
continuing the Optionees relationship as a Service Provider 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.  (c)           The
following limitations shall apply to grants of Options:  (i)            No Service Provider
shall be granted, in any fiscal year of the Company, Options to purchase more
than 1,000,000 Shares.  (ii)           In connection with
his or her initial service, a Service Provider may be granted Options to
purchase up to an additional 1,000,000 Shares, which shall not count against
the limit set forth in subsection (i) above.  (iii)          The foregoing
limitations shall be adjusted proportionately in connection with any change in
the Companys capitalization as described in Section 12.  (iv)          If an Option is
cancelled in the same fiscal year of the Company in which it was granted (other
than in connection with a transaction described in Section 12), the cancelled
Option will be counted against the limits set forth in subsections (i) and (ii)
above.  For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a cancellation
of the Option and the grant of a new Option.  (d)           Service
Providers who are Directors but are not otherwise Employees shall not receive
grants of Options under this Plan unless such grants are non-discretionary
grants specifed in the terms of this Plan.  6    7.     Term of
Plan.  Subject to Section 18of the Plan, the Plan shall become
effective upon its adoption by the Board. 
It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 14of
the Plan.  8.     Term of
Option.  The term of each Option
shall be stated in the Option Agreement. 
In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be provided in the
Option Agreement.  Moreover, in the case
of an Incentive Stock Option granted to an Optionee who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Incentive Stock Option
shall be five (5) years from the date of grant or such shorter term as may be
provided 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, subject to the following:  (i)            In the case of an
Incentive Stock Option  (A)          granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant.  (B)           granted
to any Employee other than an Employee described in paragraph (A) immediately
above, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.  (ii)           In the case of a
Nonstatutory Stock Option, the per Share exercise price shall be no less than
100% of the Fair Market Value per Share on the date of grant except that if the
Administrator expressly determines that such Nonstatutory Stock Option is
granted in lieu of salary or cash bonus, the per Share exercise price shall be
no less than 85% of the Fair Market Value per Share on the date of grant.  In the case of a Nonstatutory Stock Option
intended to qualify as performance-based compensation within the meaning of
Section 162(m) of the Code, the per Share exercise price shall be no less
than 100% of the Fair Market Value per Share on the date of grant.  (iii)          Notwithstanding the
foregoing, Options may be granted with a per Share exercise price of less than
100% of the Fair Market Value per Share on the date of grant pursuant to a
merger or other corporate transaction.  (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 that 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.  In the
case of an  7 
   Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant.  Such consideration may consist entirely of:  (i)            cash;  (ii)           check;  (iii)          promissory note;  (iv)          other Shares which,
in the case of Shares acquired directly or indirectly from the Company,
(A) have been owned by the Optionee for more than six (6) 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)          a reduction in the
amount of any Company liability to the Optionee, including any liability
attributable to the Optionees participation in any Company-sponsored deferred
compensation program or arrangement;  (vii)         any combination of
the foregoing methods of payment; or  (viii)        such other
consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws.  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.  Unless the Administrator provides otherwise, vesting of Options
granted hereunder shall be suspended during any unpaid leave of absence.  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 12of the Plan.  8 
   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 a Service Provider. 
If an Optionee ceases to be a Service Provider, other than upon the
Optionees death or Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement 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).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
three (3) months following the Optionees termination.  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 a Service Provider 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 (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). 
In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionees
termination.  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 a Service Provider, the Option may be exercised following the Optionees
death within such period of time as is specified in the Option Agreement to the
extent that the Option is vested on the date of death (but in no event may the
option be exercised later than the expiration of the term of such Option as set
forth in the Option Agreement), by the Optionees designated beneficiary,
provided such beneficiary has been designated prior to Optionees death in a
form acceptable to the Administrator. 
If no such beneficiary has been designated by the Optionee, then such
Option may be exercised by the personal representative of the Optionees estate
or by the person(s) to whom the Option is transferred pursuant to the
Optionees will or in accordance with the laws of descent and
distribution.  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following Optionees death. 
If, at the time of death, 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.  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.  11.   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.  9    12.   Adjustments
Upon Changes in Capitalization, Merger or Change in Control.  (a)           Changes
in Capitalization.  Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, the number of Shares that may be
added annually to the Plan pursuant to Section 3(i)and the number of shares of
Common Stock 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)           Dissolution
or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction.  The Administrator
in its discretion may provide for an Optionee to have the right to exercise his
or her Option until ten (10) days prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares as to which the Option would
not otherwise be exercisable.  In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place
at the time and in the manner contemplated. 
To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.  (c)           Merger
or Change in Control.  In the event
of a merger of the Company with or into another corporation, or a Change in
Control, each outstanding Option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  In
the event that the successor corporation refuses to assume or substitute for
the Option, the Optionee shall fully vest in and have the right to exercise the
Option as to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. 
If an Option becomes fully vested and exercisable in lieu of assumption
or substitution in the event of a merger or sale of assets, the Administrator
shall notify the Optionee in writing or electronically that the Option shall be
fully vested and exercisable for a period of fifteen (15) days from the date of
such notice, and the Option shall terminate upon the expiration of such period.  For
the purposes of this subsection (c), the Option shall be considered assumed if,
following the merger or Change in Control, the option confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or Change in Control, the consideration
(whether stock, cash, or other securities or property) received  10 
   in the merger or Change in Control by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or Change in Control is not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or Change in Control.  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; provided, however, that
without stockholder approval the Company shall not amend the Plan to materially
(i) increase the number of Shares which may be issued under the Plan, (ii)
increase the benefits (taken as a whole) accruing to Service Providers under
the Plan or (iii) modify the requirements for participation in the Plan.  Materiality shall be determined in the sole
judgment of the Board for purposes of this Section 14(a).  (b)           Stockholder
Approval.  The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.  (c)           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.  11    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 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.  18.   Stockholder
Approval.  The Plan shall be subject
to approval by the stockholders of the Company within twelve (12) months after
the date the Plan is adopted.  Such
stockholder approval shall be obtained in the manner and to the degree required
under Applicable Laws.  12