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EXHIBIT 10.3

                           WALKER INTERACTIVE SYSTEMS

                             1989 STOCK OPTION PLAN

                            Adopted October 16, 1989
                Approved by the Stockholders on October 16, 1989
                     As Amended by the Board on May 1, 1991
                  As Amended by the Board on January 15, 1992
                As Approved by the Stockholders on March 6, 1992
                   As Amended by the Board on August 5, 1998


     1. PURPOSE.

        (a) The purpose of the Plan is to provide a means by which selected key
employees and directors (if declared eligible under paragraph 4) of and
"Company"), and its Affiliates, as defined in subparagraph l(b), may be
given an opportunity to purchase stock of the Company.

        (b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").

        (c) The Company, by means of the Plan, seeks to retain the services of
persons now employed by or serving as consultants or directors to the Company,
to secure and retain the services of persons capable of filling such positions,
and to provide incentives for such persons to exert maximum efforts for the
success of the Company.

        (d) The Company intends that the options issued under the Plan shall, in
the discretion of the Board of Directors of the Company (the "Board") or any
committee to which responsibility for administration of the Plan has been
delegated pursuant to subparagraph 2(c), be either incentive stock options as
that term is used in Section 422 of the Code ("Incentive Stock 

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Options"), or options which do not qualify as incentive stock options
("Supplemental Stock Options"). All options shall be separately designated
Incentive Stock Options or Supplemental Stock Options at the time of grant, and
in such form as issued pursuant to paragraph 5, and a separate certificate or
certificates shall be issued for shares purchased on exercise of each type of
option. An option designated as a Supplemental Stock Option shall not be treated
as an incentive stock option.

     2. ADMINISTRATION.

        (a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a committee, as provided in subparagraph 2(c).

        (b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

            (i)   To determine from time to time which of the persons eligible
     under the Plan shall be granted options; when and how the option shall be
     granted; whether the option will be an Incentive Stock Option or a
     Supplemental Stock Option; the provisions of each option granted (which
     need not be identical), including the time or times during the term of each
     option within which all or portions of such option may be exercised; and
     the number of shares for which an option shall be granted to each such
     person.

            (ii)  To construe and interpret the Plan and options granted under
     it, and to establish, amend and revoke rules and regulations for its
     administration. The Board, in the exercise of this power, may correct any
     defect, omission or inconsistency in the Plan or in any option agreement,
     in a manner and to the extent it shall deem necessary or expedient to
     make the Plan fully effective.

            (iii) To amend the Plan as provided in paragraph 10.

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            (iv) Generally, to exercise such powers and to perform such acts as
     the Board deems necessary or expedient to promote the best interests of the
     Company.

        (c) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members (the "Committee"), all of the members
of which Committee shall be disinterested persons, if required and as defined by
the provisions of subparagraph 2(d). If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan. Additionally,
prior to the date of the first registration of an equity security of the Company
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and notwithstanding anything to the contrary contained herein,
the Board may delegate administration of the Plan to any person or persons and
the term "Committee" shall apply to any person or persons to whom such authority
has been delegated.

        (d) The term "disinterested person," as used in this Plan, shall mean a
director: (i) who was not during the one (1) year prior to service as an
administrator of the Plan granted or awarded equity securities pursuant to the
Plan or any other plan of the Company or any of its affiliates entitling the
participants therein to acquire equity securities of the Company or any of its
affiliates except as permitted by Rule l6b-3(c)(2)(i) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") ("Rule l6b-
3(c)(2)(i)"); or (ii) who is otherwise considered to be a "disinterested person"
in accordance with Rule 16b-3(c)(2)(i), or any other applicable rules,
regulations or interpretations of the Securities and Exchange 

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Commission. Any such person shall otherwise comply with the requirements of Rule
16b-3 promulgated under the Exchange Act.

        (e) Any requirement that an administrator of the Plan be a
"disinterested person" shall not apply (i) prior to the date of the first
registration of an equity security of the Company under Section 12 of the
Exchange Act, or (ii) if the Board or the Committee expressly declares that such
requirement shall not apply.

     3. SHARES SUBJECT TO THE PLAN.

        (a) Subject to the provisions of paragraph 9 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate One Million Six Hundred Fifty
Thousand (1,650,000) shares of the Company's common stock. If any option granted
under the Plan shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not purchased under such option shall again
become available for the Plan.

        (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

        (c) An Incentive Stock Option may be granted to an eligible person under
the Plan only if the aggregate fair market value (determined at the time the
option is granted) of the stock with respect to which incentive stock options
(as defined in the Code) granted after 1986 are exercisable for the first time
by such optionee during any calendar year under all incentive stock option plans
of the Company and its Affiliates does not exceed one hundred thousand dollars
($100,000). Should it be determined that an option granted under the Plan
exceeds such maximum for any reason other than the failure of a good faith
attempt to value the stock subject to the option, such option shall be
considered a Supplemental Stock Option to the extent, but 

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only to the extent, of such excess; provided, however, that should it be
determined that an entire option or any portion thereof does not qualify for
treatment as an Incentive Stock Option by reason of exceeding such maximum, such
option or the applicable portion shall be considered a Supplemental Stock
Option.

     4. ELIGIBILITY.

        (a) Incentive Stock Options may be granted only to employees (including
officers) of the Company or its Affiliates. Supplemental Stock Options may be
granted only to key employees (including officers) of, directors of or
consultants to the Company or its Affiliates.

        (b) A director shall in no event be eligible for the benefits of the
Plan unless at the time discretion is exercised in the selection of the director
as a person to whom options may be granted, or in the determination of the
number of shares which may be covered by options granted to the director: (i)
the Board has delegated its discretionary authority over the Plan to a Committee
which consists solely of "disinterested persons" as defined in subparagraph
2(d); or (ii) the Plan otherwise complies with the requirements of Rule 16b-3
promulgated under the Exchange Act, as from time to time in effect. The Board
shall otherwise comply with the requirements of Rule 16b-3 promulgated under the
Exchange Act, as from time to time in effect. This subparagraph 4(b) shall not
apply (i) prior to the date of the first registration of an equity security of
the Company under Section 12 of the Exchange Act, or (ii) if the Board or
Committee expressly declares that such requirement shall not apply.

        (c) No person shall be eligible for the grant of an option under the
Plan if, at the time of grant, such person owns (or is deemed to own pursuant to
Section 425(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all

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classes of stock of the Company or of any of its Affiliates unless the exercise
price of such option is at least one hundred ten percent (110 %) of the fair
market value of such stock at the date of grant and the term of the option does
not exceed five (5) years from the date of grant.

     5. OPTION PROVISIONS.

Each option shall be in such form and shall contain such terms and conditions as
the Board or the Committee shall deem appropriate.  The provisions of separate
options need not be identical, but each option shall include (through
incorporation of provisions hereof by reference in the option or otherwise) the
substance of each of the following provisions:

        (a) The term of any option shall not be greater than ten (10) years from
the date it was granted.

        (b) The exercise price of each Incentive Stock Option shall be not less
than one hundred percent (100%) of the fair market value of the stock subject to
the option on the date the option is granted. The exercise price of each
Supplemental Stock Option shall be not less than eighty-five percent (85%) of
the fair market value of the stock subject to the option on the date the option
is granted.

        (c) The purchase price of stock acquired pursuant to an option shall be
paid, to the extent permitted by applicable statutes and regulations, either (i)
in cash at the time the option is exercised, or (ii) at the discretion of the
Board or the Committee, either at the time of the grant or exercise of the
option, (A) by delivery to the Company of other common stock of the Company, (B)
according to a deferred payment or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other common stock of the
Company) with the person to whom the option is granted or to whom the option is
transferred pursuant to subparagraph 5(d), or (C) in any other form of legal
consideration that may be acceptable to the Board or the Committee.

     In the case of any deferred payment arrangement, interest shall be payable
at least

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annually and shall be charged at the minimum rate of interest necessary to avoid
the treatment as interest, under any applicable provisions of the Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement.

        (d) An option shall not be transferable except by will or by the laws of
descent and distribution, and shall be exercisable during the lifetime of the
person to whom the option is granted only by such person.

        (e) The total number of shares of stock subject to an option may, but
need not, be allotted in periodic installments, which may, but need not, be
equal and which installments may not be less than twenty percent (20%) per year.
From time to time during each of such installment periods, the option may become
exercisable ("vest") with respect to some or all of the shares allotted to that
period, and may be exercised with respect to some or all of the shares allotted
to such period and/or any prior period as to which the option was not fully
exercised. During the remainder of the term of the option (if its term extends
beyond the end of the installment periods), the option may be exercised from
time to time with respect to any shares then remaining subject to the option.
The provisions of this subparagraph 5(e) are subject to any option provisions
governing the minimum number of shares as to which an option may be exercised.

        (f) The Company may require any optionee, or any person to whom an
option is transferred under subparagraph 5(d), as a condition of exercising any
such option, (1) to give written assurances satisfactory to the Company as to
the optionee's knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters, and that he
or she is capable of evaluating, alone or together with the purchaser

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representative, the merits and risks of exercising the option; and (2) to give
written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the option for such person's own account and not
with any present intention of selling or otherwise distributing the stock. These
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (i) the issuance of the shares upon the exercise of the option
has been registered under a then currently effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) as
to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws.

        (g) An option shall terminate three (3) months after termination of the
optionee's employment or relationship as a consultant or director with the
Company or an Affiliate, unless (i) such termination is due to such person's
permanent and total disability, within the meaning of Section 422(c)(6) of the
Code, in which case the option may, but need not, provide that it may be
exercised at any time within one (1) year following such termination of
employment or relationship as a consultant or director; or (ii) the optionee
dies while in the employ of or while serving as a consultant or director to the
Company or an Affiliate, or within not more than three (3) months after
termination of such relationship, in which case the option may, but need not,
provide that it may be exercised at any time within eighteen (18) months
following the death of the optionee by the person or persons to whom the
optionee's rights under such option pass by will or by the laws of descent and
distribution; or (iii) the option by its terms specifies either (a) that it
shall terminate sooner than three (3) months after termination of the optionee's
employment or relationship as a consultant or director, or (b) that it may be
exercised more than three (3) months after termination of the relationship with
the Company or an

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Affiliate. This subparagraph 5(g) shall not be construed to extend the term of
any option or to permit anyone to exercise the option after expiration of its
term, nor shall it be construed to increase the number of shares as to which any
option is exercisable from the amount exercisable on the date of termination of
the optionee's employment or relationship as a consultant or director.

        (h) The option may, but need not, include a provision whereby the
optionee may elect at any time during the term of his or her employment or
relationship as a consultant or director with the Company or any Affiliate to
exercise the option as to any part or all of the shares subject to the option
prior to the stated vesting date of the option or of any installment or
installments specified in the option. Any shares so purchased from any unvested
installment or option may be subject to a repurchase right in favor of the
Company or to any other restriction the Board or the Committee determines to be
appropriate.

        (i) To the extent provided by the terms of an option, the optionee may
satisfy any federal, state or local tax withholding obligation relating to the
exercise of such option by any of the following means or by a combination of
such means: (1) tendering a cash payment; (2) authorizing the Company to
withhold from the shares of the common stock otherwise issuable to the
participant as a result of the exercise of the stock option a number of shares
having a fair market value less than or equal to the amount of the withholding
tax obligation; or (3) delivering to the Company owned and unencumbered shares
of the common stock having a market value less than or equal to the amount of
the withholding tax obligation.

     6. COVENANTS OF THE COMPANY.

        (a) During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.

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        (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan or any stock issued or issuable pursuant to any such option. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options unless and until such authority is obtained.

     7. USE OF PROCEEDS FROM STOCK.

        Proceeds from the sale of stock pursuant to options granted under the
Plan shall constitute general funds of the Company.

     8. MISCELLANEOUS.

        (a) The Board or the Committee shall have the power to accelerate the
time during which an option may be exercised or the time during which an option
or any part thereof will vest pursuant to subparagraph 5(e), notwithstanding the
provisions in the option stating the time during which it may be exercised or
the time during which it will vest.

        (b) Neither an optionee nor any person to whom an option is transferred
under subparagraph 5(d) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all requirements for exercise of the option
pursuant to its terms.

        (c) Throughout the term of any option granted pursuant to the Plan, the
Company shall make available to the holder of such option, not later than one
hundred twenty 

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(120) days after the close of each of the Company's fiscal years during the
option term, upon request, such financial and other information regarding the
Company as comprises the annual report to the shareholders of the Company
provided for in the bylaws of the Company.

        (d) Nothing in the Plan or any instrument executed or option granted
pursuant thereto shall confer upon any eligible employee or optionee any right
to continue in the employ of the Company or any Affiliate (or to continue acting
as a consultant or director) or shall affect the right of the Company or any
Affiliate to terminate the employment or consulting relationship or directorship
of any eligible employee or optionee with or without cause. In the event that an
optionee is permitted or otherwise entitled to take a leave of absence, the
Company shall have the unilateral right to (i) determine whether such leave of
absence will be treated as a termination of employment for purposes of paragraph
5(g) hereof and corresponding provisions of any outstanding options, and (ii)
suspend or otherwise delay the time or times at which the shares subject to the
option would otherwise vest.

     9. ADJUSTMENTS UPON CHANGES IN STOCK.

        (a) If any change is made in the stock subject to the Plan, or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.

        (b) The term "Change in Control" as used in this Plan means (1) a
dissolution, liquidation or sale of substantially all of the assets of the
Company; (2) a merger or consolidation 

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in which the Company is not the surviving corporation; or (3) a reverse merger
in which the Company is the surviving corporation but the shares of the
Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise.

        (c) In the event of a Change in Control, then, to the extent permitted
by applicable law: (i) any surviving corporation shall assume any options
outstanding under the Plan or shall substitute similar options for those
outstanding under the Plan, or (ii) such options shall continue in full force
and effect. In the event any surviving corporation refuses to assume or continue
such options, or to substitute similar options for those outstanding under the
Plan, then, with respect to options held by persons then performing services as
employees, consultants or directors for the Company, the time during which such
options become vested or may be exercised shall be accelerated and the options
terminated if not exercised prior to such event. In the event of a dissolution
or liquidation of the Company, any options outstanding under the Plan shall
terminate if not exercised prior to such event.

        (d) In the event the employment of an employee of the Company is
terminated due to an Involuntary Termination Without Cause within twenty-four
(24) months after the effective date of a Change in Control, then all options
issued and outstanding under the Plan and held by the employee shall accelerate
and become immediately vested and exercisable. Notwithstanding the foregoing, if
the Change in Control was a transaction that was accounted for as a pooling of
interests for financial reporting purposes, then the unvested portion of such
stock options shall not accelerate unless the Company receives reasonable
assurances from the Company's independent public accountants (and from the
acquiring party's independent public

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accountants) that in their good faith judgment such acceleration will not
adversely affect the pooling of interests accounting treatment of such Change in
Control transaction.

        (e) The term "Cause" as used in this Plan means termination of an
employee's employment with the Company for any of the following reasons as
determined in good faith by the Company:

            (i)    an intentional act which materially injures the Company;

            (ii)   an intentional refusal or failure to follow lawful and
     reasonable directions of the Board or the individual to whom the employee
     reports;

            (iii)  a willful and habitual neglect of duties; or

            (iv)   a conviction of a felony involving moral turpitude which is
     reasonably likely to inflict or has inflicted material injury on the
     Company.

        (f) The term "Involuntary Termination Without Cause" as used in this
Plan means an employee's dismissal or discharge other than for Cause. The
termination of an employee's employment as a result of the employee's death or
disability will not be deemed to be an Involuntary Termination Without Cause.

    10. AMENDMENT OF THE PLAN.

        (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 9 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the shareholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

            (i)    Increase the number of shares reserved for options under the
     Plan;

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           (ii)  Modify the requirements as to eligibility for participation in
     the Plan (to the extent such modification requires shareholder approval in
     order for the Plan to satisfy the requirements of Section 422(b) of the
     Code); or

           (iii) Modify the Plan in any other way if such modification requires
     shareholder approval in order for the Plan to satisfy the requirements of
     Section 422(b) of the Code or to comply with the requirements of Rule 16b-3
     promulgated under the Exchange Act.

        (b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee incentive stock
options and/or to bring the Plan and/or incentive stock options granted under it
into compliance therewith.

        (c) Rights and obligations under any option granted before amendment of
the Plan shall not be altered or impaired by any amendment of the Plan unless:
(i) the Company requests the consent of the person to whom the option was
granted and (ii) such person consents in writing.

    11. TERMINATION OR SUSPENSION OF THE PLAN.

        (a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate ten (10) years from the date the
Plan is adopted by the Board or approved by the shareholders of the Company,
whichever is earlier. No options may be granted under the Plan while the Plan is
suspended or after it is terminated.

        (b) Rights and obligations under any option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the option was granted.

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     12. EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as determined by the Board, but no
options granted under the Plan shall be exercised unless and until the Plan has
been approved by the shareholders of the Company, and, if required, an
appropriate permit has been issued by the Commissioner of Corporations of the
State of California.

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