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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A



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|  |  |                                                                               
|- |  | ------------------------------------------------------------------------------
|x |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

Commission File Number 333-87267

POET HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


|                                  |  |                                                   
|--------------------------------- |  | --------------------------------------------------
|Delaware
(State of incorporation) |  | 94-3221778
(I.R.S. Employer Identification Number)

1065 E. Hillsdale Blvd., Suite 205
Foster City, California 94404
(650) 212-3100
(Address of principal executive offices and zip code)



Securities registered pursuant to
Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days. Yes x No o

Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o

The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $6,209,000 as of April 1, 2003, based upon the
closing price on the Prime Standard of the Frankfurt Stock Exchange reported
for such date. This calculation does not reflect a determination that certain
persons are affiliates of the Registrant for any other purpose.

The number of shares outstanding of the Registrants Common Stock on
December 31, 2002 was 10,893,646 shares.



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PART III

ELECTION OF DIRECTORS




Item 10. Directors and
Executive Officers of POET Holdings, Inc.

The following table sets forth certain
information regarding our executive officers and directors as of
March 1, 2003:

|                   |  |     |    |          |  |                                                             
|------------------ |  | --- | -- | -------- |  | ------------------------------------------------------------
|Name               |  | Age |    | Position
|                   |  |     |    |         
|Jochen Witte       |  |     | 42 |          |  | President, Chief Executive Officer and Director             
|Herbert May(1)(2)  |  |     | 53 |          |  | Director                                                    
|Gert Koehler(1)(2) |  |     | 53 |          |  | Director                                                    
|Robert Helgerth    |  |     | 44 |          |  | Vice President of Field Operations 
    eSupplier Solutions
|Ludwig Lutter      |  |     | 36 |          |  | Chief Financial Officer                                     



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|    |                                  
|--- | ---------------------------------
|(1) | Member of audit committee.       
|   
|(2) | Member of compensation committee.

There are no family relationships between any of
the executive officers and directors.

Jochen Witteis a
co-founder of Poet Holdings and has served as our Chief
Executive Officer and director since September 2002. Before that
he served as our Chief Financial Officer since commencement of
operations in 1995 and as our Executive Vice President of
European Operations since July 1999. From March 1995 to July
1999, Mr. Witte also served as one of our directors.
Mr. Witte holds a Master of Science in Business
Administration from the Technical University in Berlin, Germany.

Dr. Gert
Koehlerhas served as a director of
Poet Holdings since March 1995 and has served as a member of the
compensation committee since January 1999 and as a member of the
audit committee since September 1999. Dr. Koehler holds
Masters degrees in Solid State Physics and in Mathematics from
the University of Tuebingen, a Masters degree in Operational
Research from the University of Grenoble, and a Ph.D. in
Mathematics from Institute de Recherche Mathematique Applique in
France and a Master of Science in Business Administration from
the Institut dAdministration Enterprise in France. After
working as management consultant at McKinsey & Co,
Dr. Koehler assumed office as Managing Director of a
technology company within Herbert Quandt group. In 1987,
Dr. Koehler founded Technologieholding, which he built up
into one of the leading high-tech-venture capital companies in
Germany. When Technologieholding was bought by 3i in 2000,
Dr. Koehler served as its Managing Director and was
responsible for high-tech investments in Europe. Today,
Dr. Koehler acts as a member of the advisory bodies of
several venture capital companies, as investor in the high-tech
area and as Managing Director of a number of asset management
companies.

Dr. Herbert Mayjoined the Board of Directors in November 2000 and has served as
Chairman of the Board since September 2002. In addition, he
serves as a member of both the audit committee and the
compensation committee. He has held several leading positions at
Alcatel in both Stuttgart and Paris. His last position at
Alcatel was Head of the Office Communication Division. In 1994,
Dr. May, acting in the position of Spokesman for the
Management Board, took a leading role in establishing
DeTeSystems in Frankfurt. In 1995, he was appointed to the Board
of Deutsche Telekom AG, where he was responsible for large
business customers, multimedia and systems solutions. Today,
Dr. May manages his own consulting and investment company
and is a member of the advisory boards of several IT and
Multimedia companies.

Robert Helgerthhas
served as Vice President of Field Operations-eSupplier Solutions
worldwide since September 2002 and for Europe at our subsidiary
Poet Software GmbH since November 1999. From November 1994 to
October 1999, Mr. Helgerth served as Director of the
Commercial PC group for Compaq Computer GmbH. Prior to that, Mr. Helgerth
was Sales Director for Sequent Germany GmbH, a member of the
executive team at Dataplan and Field Office Manager and Sales
Representative of Nixdorf Computer.

Ludwig Lutterhas
served as Chief Financial officer since September 2002 and
General Manager of the German subsidiary Poet Software GmbH
since December 12, 1997. Prior to that Mr. Lutter
served in public accounting and tax consulting for KPMG and
other public accounting firms. Mr. Lutter holds a Bachelor
Degree of Science in Business Administration from the University
of Texas.

-1-



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##### 



Additional Information According to Rules and
Regulations Neuer Markt



| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | Ownership of Common Stock and Options by
    Officers and Directors of Poet Holdings, Inc.

The following table sets forth information with
respect to beneficial ownership of the Companys common
stock and options by each officer and director as of
December 31, 2002:

|                |  |                  |         |                     |  |  |         |    
|--------------- |  | ---------------- | ------- | ------------------- |  |  | ------- | ---
|                |  | Shares of Common |         | Shares of Stock    
|                |  | Stock Owned at   |         | Options Outstanding
|                |  | December 31,     |         | at December 31,    
|Name            |  | 2002             |         | 2002               
|                |  |                  |         |                    
|Robert Helgerth |  |                  | 1,000   |                     |  |  | 200,000 |    
|Gert Koehler(1) |  |                  | 555,436 |                     |  |  | 85,000  |    
|Herbert May(1)  |  |                  |        |                     |  |  | 80,000  |    
|Jochen Witte    |  |                  | 405,717 |                     |  |  | 102,500 | (2)
|Ludwig Lutter   |  |                  | 750     |                     |  |  | 85,500  |    



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|    |                                                                   
|--- | ------------------------------------------------------------------
|(1) | Outside, non-executive directors                                  
|   
|(2) | Includes an option to purchase 2,500 shares held by
    Mrs. Witte

At December 31, 2002, shares of stock
options outstanding to non-officer employees totaled
611,731 shares.

During 2002, the following directors and
executive officers of the Company resigned from the Company:

Dirk Bartelswas a
co-founder of Poet Holdings, Inc. and served as President and
Chief Executive Officer and Director of the Company from
commencement of our operations in March 1995 to September 2002.

Mr. Gerhard
Schulmeyerserved as a director of
Poet Holdings, Inc. from May 2001 to July 2002.

David Guintherserved as Vice President of North American Field
Operations  FastObjects at our subsidiary Poet
Software Corporation from July 1999 to October 2002.

Michael Hoganserved
as Vice President of Field Operations  eSupplier
Solutions for North America and Asia-Pacific at our subsidiary
Poet Software Corporation from April 1997 to September 2002.

Joerg Tewesserved
as Vice President of Engineering at our subsidiary Poet Software
GmbH since January 1995 and as our Vice President of Development
and General Manager from September 1997 to March 2002.

Jerry Wongserved as
our Vice President of Finance from March 1997 to June 1999 and
served as our Executive Vice President of U.S. Operations
from July 1999 to September 2002.

Board Meetings and Committees

The
Board of Directors of the Company held a total of 11 meetings during
the fiscal year ended December 31, 2002. Each director serving during such
fiscal year attended all of the meetings of the
Board of Directors. The Board of Directors has two committees: The Audit Committee and
the Compensation Committee.

The Audit Committee

The Audit Committee of the Board of Directors, which consists of directors
Dr. May and Dr. Koehler, was established on
September 15, 1999 and met six times
in the last fiscal year. Each of the directors serving on such
Committee during the fiscal year attended all meetings of the Committee
except that Mr. May did not attend one meeting. The Audit Committee: (1) recommends to
the board of directors the annual appointment of our independent
auditors, (2) discusses and reviews in advance the scope and the
fees of the annual audit, (3) reviews the results of the audit
with the independent auditors and discusses the foregoing with the
companys management, (4) reviews and approves non-audit
services of the independent auditors, (5) reviews the
activities, organizational structure and qualifications of the
companys internal audit function, (6) reviews
managements procedures and policies relating to the adequacy of
our internal accounting controls and compliance with applicable laws
relating to accounting practices and (7) reviews and discusses
with our independent auditors their independence. In
connection with the execution of the responsibilities of the Audit
Committee including the review of the companys quarterly
earnings prior to the public release of the information, the Audit
Committee members communicated throughout 2002 with the
companys management and independent accountants.

The Compensation Committee

The
Compensation Committee reviews and recommends to the Board of Directors the
compensation of all of our officers and directors, including stock compensation
and loans, and establishes and reviews general policies relating to the
compensation of the Companys employees. The Compensation Committee of the Board of
Directors, which consists of
Dr. May and Dr. Koehler met two times during the
last fiscal year. Each of the directors serving on such Committee
attended all of the meetings of the Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Companys officers and directors, and persons who own more than ten percent
of a registered class of the Companys equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the SEC). Such officers, directors and ten-percent stockholders are also
required by SEC rules to furnish the Company with copies of all forms that they
file pursuant to Section 16(a). Based solely on its review of the copies of such forms received by it and written representations from certain reporting
persons, the Company believes that during fiscal 2002 all executive officers
and directors of the Company complied with all applicable filing
requirements, except for the following late Form 4
filings: Dirk Bartels (December 2002 disclosing eleven transactions);
Gert Koehler (December 2002 disclosing one transaction), and Herbert
May (December 2002 disclosing one transaction).

-2-



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##### 






Item 11. Executive Compensation

The following Summary Compensation Table sets forth certain information
regarding the compensation of the Chief Executive Officer of the Company and
the six next most highly compensated executive officers of the Company (the
Named Executive Officers) for services rendered in all capacities to the
Company in the fiscal years ended December 31, 2002, 2001 and 2000.

Summary Compensation Table

|                    |                                     |        |      |               |  |             |                     |              |            |         |           |        |  |  |              |          |  |  |           |          |    
|------------------- | ----------------------------------- | ------ | ---- | ------------- |  | ----------- | ------------------- | ------------ | ---------- | ------- | --------- | ------ |  |  | ------------ | -------- |  |  | --------- | -------- | ---
|                    |                                     |        |      |               |  |             |                     |              |            |         |           |        |  |  | LONG-TERM    |          |  |  |          
|                    |                                     |        |      |               |  |             |                     |              |            |         |           |        |  |  | COMPENSATION |          |  |  |          
|                    |                                     |        |      |               |  |             |                     |              |            |         |           |        |  |  | AWARDS       |          |  |  |          
|                    |                                     |        |      |               |  |             |                     |              |            |         |           |        |  |  |              |          | 
|                    |                                     |        |      |               |  |             |                     |              |            |         |           |        |  |  | ALL OTHER    |          | 
|                    |                                     |        |      |               |  |             | ANNUAL COMPENSATION |              | SECURITIES |         | ALL OTHER
|NAME AND            |                                     | FISCAL |      |               |  | UNDERLYING  |                     | COMPENSATION
|PRINCIPAL POSITIONS |                                     | YEAR   |      | SALARY ($)(a) |  | BONUS($)(a) |                     | OPTIONS (#)  |            | ($) (a)
|                    |                                     |        |      |               |  |             |                     |              |            |        
|Dirk Bartels        |                                     |        | 2002 |               |  |             | 187,445             |              |            |         | 17,143    |        |  |  | 20,000       |          |  |  | 346,684   | (b)     
|                    | President, Chief Executive Officer  |        |      | 2001          |  |             |                     | 223,119      |            |         |           | 0      |  |  |              | 30,000   |  |  |           | 13,555   | (c)
|                    | and Director                        |        |      | 2000          |  |             |                     | 223,774      |            |         |           | 10,000 |  |  |              | 0        |  |  |           | 1,535    | (d)
|Jerry Wong          |                                     |        | 2002 |               |  |             | 155,769             |              |            |         | 13,791    |        |  |  | 50,000       |          |  |  | 197,065   | (e)     
|                    | Executive Vice President of U.S     |        |      | 2001          |  |             |                     | 180,000      |            |         |           | 5,000  |  |  |              | 16,000   |  |  |           | 446      | (d)
|                    | Operations and Vice President of    |        |      | 2000          |  |             |                     | 160,000      |            |         |           | 25,000 |  |  |              | 0        |  |  |           | 180      | (d)
|                    | Finance                             |        |      |               |  |             |                     |              |            |         |           |        |  |  |              |          |  |  |           |          |    
|Michael Hogan       |                                     |        | 2002 |               |  |             | 135,385             |              |            |         | 5,000     |        |  |  | 40,000       |          |  |  | 80,122    | (f)     
|                    | Vice
President of Field Operations |        |      | 2001          |  |             |                     | 174,250      | (g)        |         |           | 0      |  |  |              | 10,000   |  |  |           | 446      | (d)
|                    | eSupplier Solutions for             |        |      | 2000          |  |             |                     | 160,000      |            |         |           | 48,500 |  |  |              | 37,500   |  |  |           | 108      | (d)
|                    | North America and Asia-Pacific      |        |      |               |  |             |                     |              |            |         |           |        |  |  |              |          |  |  |           |          |    
|David Guinther      |                                     |        | 2002 |               |  |             | 206,285             | (h)          |            |         | 0         |        |  |  | 25,000       |          |  |  | 97        | (d)     
|                    | Vice President of North American    |        |      | 2001          |  |             |                     | 192,182      | (i)        |         |           | 0      |  |  |              | 12,000   |  |  |           | 311      | (d)
|                    | Operations  FastObjects            |        |      | 2000          |  |             |                     | 216,373      | (j)        |         |           | 0      |  |  |              | 10,000   |  |  |           | 120      | (d)
|Jochen Witte        |                                     |        | 2002 |               |  |             | 171,511             | (k)          |            |         | 0         |        |  |  | 70,000       |          |  |  | 7,085     | (c)     
|                    | President, Chief Executive Officer  |        |      | 2001          |  |             |                     | 125,481      | (l)        |         |           | 0      |  |  |              | 30,000   |  |  |           | 6,494    | (c)
|                    | and Director                        |        |      | 2000          |  |             |                     | 117,659      | (m)        |         |           | 0      |  |  |              | 0        |  |  |           | 6,821    | (c)
|Robert Helgerth     |                                     |        | 2002 |               |  |             | 168,754             | (n)          |            |         | 0         |        |  |  | 30,000       |          |  |  | 9,522     | (r)     
|                    | Vice President of Field Operations  |        |      | 2001          |  |             |                     | 160,411      | (o)        |         |           | 0      |  |  |              | 70,000   |  |  |           | 7,584    | (r)
|                    | eSupplier Solutions                 |        |      | 2000          |  |             |                     | 151,405      | (p)        |         |           | 0      |  |  |              | 0        |  |  |           | 5,525    | (r)
|Ludwig
Lutter       |                                     |        | 2002 |               |  |             | 111,479.65          | (q)          |            |         | 0.00      |        |  |  | 85,000.00    |          |  |  | 10,869.92 | (r)     
|                    | Chief
Financial Officer             |        |      | 2001          |  |             |                     | 83,123.59    |            |         |           | 0.00   |  |  |              | 3,500.00 |  |  |           | 6,605.50 | (r)
|                    |                                     |        |      | 2000          |  |             |                     | 78,113.21    |            |         |           | 0.00   |  |  |              | 5,000.00 |  |  |           | 6,792.45 | (r)



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|(a) |  | For Messrs. Bartels, Helgerth,
Witte and Lutter, such amounts include U.S. dollar
amounts converted from euro based on an exchange rate of euro 1.06 to the
dollar, the average exchange rate for 2002, Deutsche Markbased on an
exchange rate of DM2.18 to the dollar, the average exchange rate for 2001,
an exchange rate of DM2.12 to the dollar, the average exchange rate for
2000.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | Includes $335,216 in severance pay, $10,262 representing the dollar value
of the benefit to the executive officer for the company-sponsored
automobile, and $1,206 of premiums paid by us for term life insurance.                                                                                                                                                                       
|(c) |  | Represents the dollar value of the benefit to the executive officer for
the company-sponsored automobile and of the remainder of a premium paid by
us for term life insurance.                                                                                                                                                                                                           
|(d) |  | Consists of premiums paid by us for term life insurance.                                                                                                                                                                                                                                                                                                                                 
|(e) |  | Includes $196,943 in severance pay and $122 of premiums paid by us for
term life insurance.                                                                                                                                                                                                                                                                                              
|(f) |  | Includes $80,000 in severance pay and $122 of premiums paid by us for
term life insurance.                                                                                                                                                                                                                                                                                               
|(g) |  | Includes $14,250 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(h) |  | Includes $42,567 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(i) |  | Includes $36,182 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(j) |  | Includes $72,373 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(k) |  | Includes $38,899 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(l) |  | Includes $22,270 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(m) |  | Includes $25,103 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(n) |  | Includes $27,044 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(o) |  | Includes $38,851 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(p) |  | Includes $35,484 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(q) |  | Includes $17,152 earned as commissions.                                                                                                                                                                                                                                                                                                                                                  
|(r) |  | Represents the dollar value of the
benefit to the executive officer for a Company-sponsored automobile.                                                                                                                                                                                                                                                                                  

-3-



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##### 



Option Grants in Last Fiscal Year

The following table sets forth information with respect to stock options
granted to each of the named executive officers during the fiscal year ended
December 31, 2002. All of these options were granted under our 1995 Stock Plan
and have a term of 10 years, subject to earlier termination in the event the
optionees services to us cease. See  Incentive Stock Plans for a description
of material terms of these options. In accordance with the rules of the U.S.
Securities and Exchange Commission, also shown below is the potential
realizable value over the term of the option, the period from the grant date to
the expiration date, based on assumed rates of stock appreciation of 5% and
10%, compounded annually. These amounts are based on assumed rates of
appreciation and do not represent our estimate of our future stock price.
Actual gains, if any, on stock option exercises will be dependent on the future
performance of our common stock.

Option Grants in Last Fiscal Year

|                |  |            |        |                  |  |                |     |            |  |    |      |     |  |                       |            |                           |  |                      |           |  |  |   |            | 
|--------------- |  | ---------- | ------ | ---------------- |  | -------------- | --- | ---------- |  | -- | ---- | --- |  | --------------------- | ---------- | ------------------------- |  | -------------------- | --------- |  |  | - | ---------- | 
|                |  |            |        |                  |  |                |     |            |  |    |      |     |  |                       |            |                           |  | Potential Realizable
|                |  |            |        |                  |  | Percent of     |     |            |  |    |      |     |  |                       |            | Value at Assumed Rates of
|                |  | Number of  |        | Total Options    |  |                |     |            |  |    |      |     |  | Stock Appreciation of
|                |  | securities |        | Granted to       |  |                |     |            |  |    |      |     |  | Option Term (3)      
|                |  | Underlying |        | Employees During |  | Exercise Price |     | Expiration |  |   
|Name            |  | Options    |        | Period (1)       |  | ($/share)(2)   |     | Date       |  | 5% |      | 10%
|                |  |            |        |                  |  |                |     |            |  |    |      |    
|Dirk Bartels    |  |            | 20,000 |                  |  |                | 3.2 | %          |  | $  | 1.47 |     |  |                       | 1/24/2012  |                           |  | $                    | 18,489.50 |  |  | $ | 46,856.03  | 
|Jerry Wong      |  |            | 50,000 |                  |  |                | 8.1 | %          |  |    | 1.47 |     |  |                       | 1/24/2012  |                           |  |                      | 46,223.76 |  |  |   | 117,140.07 | 
|Michael Hogan   |  |            | 40,000 |                  |  |                | 6.5 | %          |  |    | 1.47 |     |  |                       | 1/24/2012  |                           |  |                      | 36,979.00 |  |  |   | 93,712.06  | 
|David Guinther  |  |            | 25,000 |                  |  |                | 4.0 | %          |  |    | 1.47 |     |  |                       | 1/24/2012  |                           |  |                      | 23,111.88 |  |  |   | 58,570.04  | 
|Jochen Witte    |  |            | 20,000 |                  |  |                | 3.2 | %          |  |    | 1.47 |     |  |                       | 1/24/2012  |                           |  |                      | 18,489.50 |  |  |   | 46,856.03  | 
|                |  |            | 50,000 |                  |  |                | 8.1 | %          |  |    | 0.50 |     |  |                       | 9/4/2012   |                           |  |                      | 15,722.37 |  |  |   | 39,843.56  | 
|Robert Helgerth |  |            | 30,000 |                  |  |                | 4.8 | %          |  |    | 0.50 |     |  |                       | 9/4/2012   |                           |  |                      | 9,433.42  |  |  |   | 23,906.14  | 
|Ludwig
Lutter   |  |            | 35,000 |                  |  |                | 5.7 | %          |  |    | 0.76 |     |  |                       | 05/06/2012 |                           |  |                      | 18,728    |  |  |   | 42,393     | 
|Ludwig
Lutter   |  |            | 30,000 |                  |  |                | 4.8 | %          |  |    | 0.50 |     |  |                       | 08/04/2012 |                           |  |                      | 9,433     |  |  |   | 23,906     | 



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|(1) |  | Based on an aggregate of 619,250 options we granted under the 1995 Stock
Plan and our 2001 Nonstatutory Stock Option Plan during the fiscal year
ended December 31, 2002, to employees of and consultants to POET Holdings,
including the named executive officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Options were granted at an exercise price equal to the fair market value
of the Companys Common Stock, as determined by reference to the closing
price reported on the Neuer Markt of the Frankfurt Stock Exchange or the
date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) |  | Potential realizable values are (i) net of exercise price before taxes,
(ii) based on the assumption that the Common Stock of the Company
appreciates at the annual rate shown (compounded annually) from the date
of grant until the expiration of the ten-year option term, (iii) based on
the assumption that the option is exercised at the exercise price and sold
on the last day of its term at the appreciated price and converted from
euros to U.S. dollars at an exchange rate reported by Federal Reserve
Board for December 31, 2002 of $1.0485 per EURO. These numbers are
calculated based on the requirements promulgated by the Commission and do
not reflect the Companys estimate of future stock price growth.

-4-



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##### 



Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

The following table sets forth stock option exercises and the value of
unexercised stock options held by the named executive officers during the last
fiscal year.

|                 |  |             |   |          |  |                              |      |              |  |                        |         |            |  |  |        |  |  |                      |       |  |  |   |        | 
|---------------- |  | ----------- | - | -------- |  | ---------------------------- | ---- | ------------ |  | ---------------------- | ------- | ---------- |  |  | ------ |  |  | -------------------- | ----- |  |  | - | ------ | 
|                 |  |             |   |          |  |                              |      |              |  |                        |         |            |  |  |        |  |  | Value of Unexercised
|                 |  |             |   |          |  |                              |      |              |  |                        |         |            |  |  |        |  |  | In-The-Money        
|                 |  |             |   |          |  |                              |      |              |  | Number of Securities   |         | Options at
|                 |  |             |   |          |  |                              |      |              |  | Underlying Unexercised |         | December  
|                 |  | Shares      |   | Value    |  | Options at December 31, 2002 |      | 31, 2002 (2)
|                 |  | Acquired on |   | Realized |  |                              |      |             
|Name             |  | Exercise    |   | ($) (1)  |  | Vested                       |      | Unvested     |  | Vested                 |         | Unvested  
|                 |  |             |   |          |  |                              |      |              |  |                        |         |           
|Dirk Bartels     |  |             | 0 |          |  | $                            | 0.00 |              |  |                        | 0       |            |  |  | 0      |  |  | $                    | 0     |  |  | $ | 0      | 
|Jerry Wong       |  |             | 0 |          |  |                              | 0.00 |              |  |                        | 52,500  |            |  |  | 0      |  |  |                      | 0     |  |  |   | 0      | 
|Michael Hogan    |  |             | 0 |          |  |                              | 0.00 |              |  |                        | 64,200  |            |  |  | 0      |  |  |                      | 0     |  |  |   | 0      | 
|David Guinther   |  |             | 0 |          |  |                              | 0.00 |              |  |                        | 62,164  |            |  |  | 0      |  |  |                      | 2,655 |  |  |   | 0      | 
|Jochen Witte (3) |  |             | 0 |          |  |                              | 0.00 |              |  |                        | 15,937  |            |  |  | 85,063 |  |  |                      | 145   |  |  |   | 17,000 | 
|Robert Helgerth  |  |             | 0 |          |  |                              | 0.00 |              |  |                        | 112,221 |            |  |  | 87,779 |  |  |                      | 0     |  |  |   | 10,200 | 
|Ludwig Lutter    |  |             | 0 |          |  |                              | 0.00 |              |  |                        | 18,120  |            |  |  | 70,380 |  |  |                      | 0     |  |  |   | 13,000 | 



|(1) |  | Market value of the Companys Common Stock at the exercise date minus the
exercise price.                                                                                                                                                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Market value of the Companys Common Stock at fiscal year-end minus the
exercise price. The market value of the Companys Common Stock on
December 31, 2002, was $0.84 per share, based on an exchange rate of
$1.0485 per 1.00 EURO, the exchange rate in effect on December 31, 2002,
as reported on the Website of the Federal Reserve Board.
|   
|(3) |  | Includes 1,000 options granted to Mrs. Witte, an employee.                                                                                                                                                                                                                                                                                      

Director Compensation

In fiscal year 2002, members of the Board of Directors were not
compensated in cash for their services as members of the Board of Directors,
although they were reimbursed for some of their expenses incurred in connection
with attendance at Board and Committee meetings.

Under the Companys 1995 Stock Plan, non-employee directors are eligible
to receive stock option grants at the discretion of the Board of Directors. In
addition, the Companys 1999 Director Stock Option Plan (the Director Option
Plan) was adopted by the Board of Directors on September 15, 1999, and was
approved by the stockholders on November 4, 1999. An amendment to the
Director Option Plan was approved by the Board of Directors on March 28, 2001 and by
the stockholders at the 2001 Annual Meeting of Stockholder. The Director
Option Plan provides for the automatic and non-discretionary grant of a
non-statutory stock option to purchase 40,000 shares of the Companys Common
Stock to each non-employee director on the later of the effective date of the
Director Option Plan or the date on which such person becomes a director.
Thereafter, each non-employee director will be automatically granted a
non-statutory stock option to purchase 10,000 shares of Common Stock on the
date of each Annual Meeting of Stockholders at which such non-employee director
is reelected to serve on the Board of Directors, if, on such date, he or she
remains an outside director and has served on the Board for at least the six
months preceding the Annual Meeting. The initial option grant vests 25% one
year after the date of grant and an additional 25% each anniversary of the date
of grant thereafter, provided that the optionee continues to serve as an
outside director. Each subsequent option grant shall vest 100% four years
after the date of grant. Such plan provides that the exercise price shall be
equal to the fair market value of the Common Stock on the date of grant of the
options.

-5-



---



##### 



On its meeting on December 18, 2002 the Board of Directors granted each
board member additional non-statutory stock option to purchase 40,000 shares of
Common Stock. These grants vest 33% one year after the date of grant and an
additional 33% each anniversary of the date of grant thereafter, provided that
the optionee continues to serve as an outside director. The exercise
price of each such option grant was equal to the fair market value of
the Common Stock on the date of grant of the option.

Change of Control and Severance Agreements

We entered into an employment contract with Jochen Witte on May 19, 1993,
which, as amended on October 21, 2002, provides that Mr. Witte will serve as
our managing director for a term ending on the last day of the month in which
Mr. Witte turns 60 years old. Either Mr. Witte or we may terminate this
agreement at the end of a calendar month by giving at least six months
written notice, except that we can terminate Mr. Wittes employment with us
sooner if he materially breaches his duties under this agreement.

We entered into an employment contract with Ludwig Lutter on May 22, 2002,
which provides that Mr. Lutter will serve as our managing director for a term
ending on the last day of the month in which Mr. Lutter turns 60 years old.
Either Mr. Lutter or we may terminate this agreement at the end
of a
calendar month by giving at least six months written notice, except that we
can terminate Mr. Lutter employment with us sooner if he materially breaches
his duties under this agreement.

Compensation Committee Interlocks
and Insider Participation in Compensation Decisions

Messrs.
May and Koehler served as members of the Companys Compensation
Committee during Fiscal 2002. There are no compensation committee
interlocks between the members of our Compensation Committee and any
other entity.

-6-



---



##### 



Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters

The following table sets forth as of March 31, 2003, certain information
with respect to the beneficial ownership of the Companys Common Stock by (i)
any person (including any group as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)), known by the
Company to be the beneficial owner of more than 5% of the Companys voting
securities, (ii) each director and each nominee for director to the Company,
(iii) each of the executive officers named in the Summary Compensation Table
appearing herein, and (iv) all current executive officers and directors of the
Company as a group. The number and percentage of shares beneficially owned are
based on the aggregate of 10,921,390 shares of Common Stock outstanding as of
March 31, 2003. The Company does not know of any arrangements, including any
pledge by any person of securities of the Company, the operation of which may
at a subsequent date result in a change of control of the Company.

|                                                             |                                                 |        |           |          |         |  |       |   | 
|------------------------------------------------------------ | ----------------------------------------------- | ------ | --------- | -------- | ------- |  | ----- | - | 
|                                                             |                                                 |        | Number of |          | Percent
|Name and Address of Beneficial Owners (1)                    |                                                 | Shares |           | of Total
|                                                             |                                                 |        |           |         
|Dirk Bartels                                                 |                                                 |        | 611,836   |          |         |  | 5.60  | %
|David Guinther                                               |                                                 |        | 0         |          |         |  | *     |  
|Robert Helgerth (2)                                          |                                                 |        | 133,360   |          |         |  | 1.22  | %
|Michael Hogan                                                |                                                 |        | 0         |          |         |  | *     |  
|Dr. Herbert May (3)                                          |                                                 |        | 10,000    |          |         |  | *     |  
|Gerhard Schulmeyer                                           |                                                 |        | 0         |          |         |  | *     |  
|Jochen Witte (4)                                             |                                                 |        | 431,997   |          |         |  | 3.96  | %
|Jerry Wong                                                   |                                                 |        | 0         |          |         |  | *     |  
|Dr. Gert Koehler (5)                                         |                                                 |        | 570,436   |          |         |  | 5.22  | %
|Ludwig Lutter (6)                                            |                                                 |        | 29,876    |          |         |  | *     |  
|All directors and executive officers as a group (10 persons) |                                                 |        | 1,787,505 |          |         |  | 16.37 | %
|5% Stockholders:                                             |                                                 |        |           |          |         |  |       |  
|European Technologies Holding N.V. (7)                       |                                                 |        | 1,102,444 |          |         |  | 10.09 | %
|                                                             | De Biender 5
NL-1852 ED Heiloo, The Netherlands |        |           |          |         |  |       |   | 



---

|*   |  | Represents less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Unless otherwise indicated, the address of each officer, director or 5%
stockholder is c/o POET Holdings, Inc., 1065 E. Hillsdale Blvd., Suite
205, Foster City, California 94404.                                                                                                                                                                                                                                                                                                                 
|   
|(2) |  | Includes 132,360 shares issuable upon exercise of options held by Mr.
Helgerth exercisable within 60 days of March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                       
|   
|(3) |  | Includes 10,000 shares issuable upon exercise of options held by Mr. May
exercisable within 60 days of March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                             
|   
|(4) |  | Includes 24,791 shares issuable upon exercise of options held by Mr.
Witte exercisable within 60 days of March 31, 2003, 150,000 shares held by
Mrs. Witte and 1,489 shares issuable upon exercise of an option held by
Mrs. Witte exercisable within 60 days of March 31, 2003.                                                                                                                                                                                                                   
|   
|(5) |  | Comprised of 555,436 shares held by Köhler Technovision
Vermogensverwalrungs KG (Am Eschenhorst 20, 61381 Friedrichsdorf) and
15,000 shares issuable upon exercise of options held by Dr. Köhler
exercisable within 60 days of March 31, 2003.                                                                                                                                                                                                                                                     
|   
|(6) |  | Includes 29,126 shares issuable upon exercise of options held by Mr.
Lutter exercisable within 60 days of March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                          
|   
|(7) |  | Comprised of 1,084,877 shares and a warrant to purchase 17,567 shares
held by European Technologies Holding N.V. Mr. Albertus G.J. Lucassen is
the sole managing director of European Technologies Holding N.V. and thus
may be deemed to have an indirect pecuniary interest in an indeterminate
portion of the shares beneficially owned by European Technologies Holding
N.V. Mr. Lucassen disclaims beneficial ownership of such shares except to
the extent of his pecuniary interest therein.

-7-



---



##### 



Item 13.Certain
Relationships and Related Transactions

In the Companys last fiscal year, there has not been nor is there
currently proposed any transaction or series of similar transactions to which
the Company was or is to be a party in which the amount involved exceeds
$60,000 and in which any director, executive officer, holder of more than 5% of
the common stock of the Company or any member of the immediate family of any of
the foregoing persons had or will have a direct or indirect material interest
other than (1) compensation agreements and other arrangements, which are
described where required in Change of Control and Severance Agreements and (2)
the transactions described below.

Indemnification

The Company has entered into indemnification agreements with each of its
directors and officers. These indemnification agreements require the Company
to indemnify its directors and officers to the fullest extent permitted by
Delaware law.

Conflict of Interest Policy

The Company believes that all transactions with affiliates described above
were made on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties.

As required by Company policy, all future transactions, including loans,
between the Company and its officers, directors, principal stockholders and
their affiliates will be approved by a majority of the Board, including a
majority of the independent and disinterested outside directors, and will
continue to be on terms no less favorable to the Company than could be obtained
from unaffiliated third parties.

-8-



---



##### 



PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(3) Exhibits

The exhibits listed below are required by Item 601 of Regulation S-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.

Exhibit Index

|          |  |                                                                                                             
|--------- |  | ------------------------------------------------------------------------------------------------------------
|3.1(1)    |  | Amended and Restated Certificate of Incorporation of the Registrant.                                        
|3.2(2)    |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the
Registrant             
|3.3(2)    |  | Amended and Restated Bylaws of the Registrant.                                                              
|4.1(1)    |  | Form of Registrants common stock certificate.                                                              
|10.1(1)   |  | Change of Control Severance Agreement by and between the Registrant and Jerry Wong, dated
November 14, 1995.
|10.2(1)   |  | Change of Control Severance Agreement by and between the Registrant and Michael Hogan,
dated April 2, 1997. 
|10.4.1(1) |  | Employment Contract between POET Software GmbH and Jorg Tewes, dated September 29, 1997.                    
|10.4.2(1) |  | English Summary of Exhibit 10.4.1.                                                                          
|10.5.1(1) |  | Employment Contract between POET Software GmbH and Jochen Witte, dated May 19, 1993.                        
|10.5.2(1) |  | English Summary of Exhibit 10.5.1.                                                                          
|10.6(2)   |  | 1995 Stock Option Plan.                                                                                     
|10.7(3)   |  | 1999 Director Stock Option Plan.                                                                            
|10.8(2)   |  | 1999 Employee Stock Purchase Plan.                                                                          
|10.9(3)   |  | 2001 Nonstatutory Stock Option Plan                                                                         

-9-



---



##### 



|           |  |                                                                                                                                                                                                   
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10(1)   |  | Form of Indemnification Agreement between the Registrant and each of its directors and
executive officers.                                                                                        
|10.11(1)   |  | Second Amended and Restated Stockholder Rights Agreement, dated December 23, 1998.                                                                                                                
|10.12(1)   |  | Warrant to purchase shares of Series A common stock of the Registrant issued to Ariba,
Inc., dated April 30, 1999.                                                                                
|10.13(1)   |  | Form of warrant to purchase shares of Series D preferred stock of the Registrant.                                                                                                                 
|10.14(1)   |  | Lease Agreement, dated November 23, 1998, between Spieker Properties, L.P., and the
Registrants wholly owned subsidiary POET Software Corporation.                                               
|10.15.1(1) |  | Office Lease Agreement between the Registrants wholly owned subsidiary POET Software GmbH
and GBR Petersen/ Schroeder/ Schmiel-Vemieter for office space in Hamburg, Germany, dated
May 29, 1997.
|10.15.2(1) |  | English Summary of Exhibit 10.15.1.                                                                                                                                                               
|10.16(1)   |  | Agreement between POET Software Corporation and Ariba, Inc., dated April 30, 1999.                                                                                                                
|10.17.1*   |  | Employment Contract between POET Software GmbH and Ludwig Lutter, dated May 22, 2002.                                                                                                             
|10.17.2*   |  | English Summary of Exhibit 10.17.1.                                                                                                                                                               
|22.1(1)    |  | Subsidiaries of Registrant.                                                                                                                                                                       
|23.1*      |  | Independent Auditors Consent.                                                                                                                                                                    
|24.1*      |  | Power of Attorney                                                                                                                                                                                 
|99.1       |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                
|99.2       |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                 



|*   |  | Included with POET Holding, Inc.s Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 filed with Securities and Exchange
Commission on March 31, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Incorporated by reference from Registrants Registration Statement on
Form S-1 (Reg. No. 333-87267)                                                                       
|   
|(2) |  | Incorporated by reference from Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 (Reg. No. 000-28017).                                  
|   
|(3) |  | Incorporated by reference from Registrants Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001 (Reg. No. 000-28017)                                   

-10-



---



##### 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed, on its behalf by the undersigned,
thereunto duly authorized.

| |  |                     |  |                                                    
| |  | ------------------- |  | ---------------------------------------------------
| |  | POET HOLDINGS, INC.
| |  |                     |  |                                                    
| |  | By:                 |  | /s/ Jochen Witte                                   
| |  |                     |  |                                                    
| |  |                     |  | Jochen Witte(President and Chief Executive Officer)
| |  |                     |  |                                                    
| |  |                     |  | Date: April 30, 2003                               



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                 |  |                                                 |  |               
|-------------------------------- |  | ----------------------------------------------- |  | --------------
|Name                             |  | Title                                           |  | Date          
|                                 |  |                                                 |  |               
|                                 |  |                                                 |  |               
|/s/ Jochen Witte

 Jochen Witte  |  | President, Chief Executive Officer and Director |  | April 30, 2003
|                                 |  |                                                 |  |               
|/s/ Ludwig Lutter

Ludwig Lutter |  | Chief Financial Officer                         |  | April 30, 2001
|                                 |  |                                                 |  |               
|*

Herbert May                   |  | Director                                        |  | April 30, 2003
|                                 |  |                                                 |  |               
|*

Gert Koehler                  |  | Director                                        |  | April 30, 2003

* Signed by Jochen Witte as Attorney-in-Fact

-11-



---



##### 



Certification

I, Ludwig Lutter, certify that:

1.     I have reviewed
this annual report on Form 10-K/A of Poet Holdings, Inc.;

2.     Based on my
knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this annual report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;

4.     The
registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of
    registrants previously filed annual report on
    Form 10-K (the Evaluation Date); and                                                            
|
| | c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) All significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6.     The
registrants other certifying officers and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: April 30, 2003



| |                        
| | -----------------------
| | /s/ Ludwig Lutter      
| | Ludwig Lutter          
| | Chief Financial Officer

-12-



---



##### 



|                               |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                          |  | 
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ |  | 
|I, Jochen Witte, certify that:
|                              
|                               | 1.                                                                                                                                                                                                                                                                                                                                                                                            | I have reviewed this annual report on Form
10K/A of Poet Holdings, Inc.;
|                               | 2.     Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;                                                           
|                               | 3.     Based on my
knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this annual report;                                                                                 
|                               | 4.     The
registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                             
|                              
|                               | a)     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;                                                                                          
|                               | b)     evaluated
the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of
registrants previously filed annual report on Form 10-K
(the Evaluation Date); and                                                                                                                                                      
|                               | c)     presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                                                                                                                  
|                              
|                               | 5.     The
registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):                                                                                                                                        
|                              
|                               | a)     all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified for
the registrants auditors any material weaknesses in internal controls; and                                                                                        
|                               | b)     any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                                                                                                                
|                              
|                               | 6.     The
registrants other certifying officers and I have indicated
in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
|                              
|Date: April 30, 2003          



| | /s/ Jochen Witte
Jochen Witte
President and Chief Executive Officer
| | -------------------------------------------------------------------

-13-



---



##### 



Exhibit Index

|          |  |                                                                                                             
|--------- |  | ------------------------------------------------------------------------------------------------------------
|3.1(1)    |  | Amended and Restated Certificate of Incorporation of the Registrant.                                        
|3.2(2)    |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the
Registrant             
|3.3(2)    |  | Amended and Restated Bylaws of the Registrant.                                                              
|4.1(1)    |  | Form of Registrants common stock certificate.                                                              
|10.1(1)   |  | Change of Control Severance Agreement by and between the Registrant and Jerry Wong, dated
November 14, 1995.
|10.2(1)   |  | Change of Control Severance Agreement by and between the Registrant and Michael Hogan,
dated April 2, 1997. 
|10.4.1(1) |  | Employment Contract between POET Software GmbH and Jorg Tewes, dated September 29, 1997.                    
|10.4.2(1) |  | English Summary of Exhibit 10.4.1.                                                                          
|10.5.1(1) |  | Employment Contract between POET Software GmbH and Jochen Witte, dated May 19, 1993.                        
|10.5.2(1) |  | English Summary of Exhibit 10.5.1.                                                                          
|10.6(2)   |  | 1995 Stock Option Plan.                                                                                     
|10.7(3)   |  | 1999 Director Stock Option Plan.                                                                            
|10.8(2)   |  | 1999 Employee Stock Purchase Plan.                                                                          
|10.9(3)   |  | 2001 Nonstatutory Stock Option Plan                                                                         

-14-



---



##### 



|           |  |                                                                                                                                                                                                   
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10(1)   |  | Form of Indemnification Agreement between the Registrant and each of its directors and
executive officers.                                                                                        
|10.11(1)   |  | Second Amended and Restated Stockholder Rights Agreement, dated December 23, 1998.                                                                                                                
|10.12(1)   |  | Warrant to purchase shares of Series A common stock of the Registrant issued to Ariba,
Inc., dated April 30, 1999.                                                                                
|10.13(1)   |  | Form of warrant to purchase shares of Series D preferred stock of the Registrant.                                                                                                                 
|10.14(1)   |  | Lease Agreement, dated November 23, 1998, between Spieker Properties, L.P., and the
Registrants wholly owned subsidiary POET Software Corporation.                                               
|10.15.1(1) |  | Office Lease Agreement between the Registrants wholly owned subsidiary POET Software GmbH
and GBR Petersen/ Schroeder/ Schmiel-Vemieter for office space in Hamburg, Germany, dated
May 29, 1997.
|10.15.2(1) |  | English Summary of Exhibit 10.15.1.                                                                                                                                                               
|10.16(1)   |  | Agreement between POET Software Corporation and Ariba, Inc., dated April 30, 1999.                                                                                                                
|10.17.1*   |  | Employment Contract between POET Software GmbH and Ludwig Lutter, dated May 22, 2002.                                                                                                             
|10.17.2*   |  | English Summary of Exhibit 10.17.1.                                                                                                                                                               
|22.1(1)    |  | Subsidiaries of Registrant.                                                                                                                                                                       
|23.1*      |  | Independent Auditors Consent.                                                                                                                                                                    
|24.1*      |  | Power of Attorney                                                                                                                                                                                 
|99.1       |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                
|99.2       |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                 



|*   |  | Included with POET Holding, Inc.s Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 filed with Securities and Exchange
Commission on March 31, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Incorporated by reference from Registrants Registration Statement on
Form S-1 (Reg. No. 333-87267)                                                                       
|   
|(2) |  | Incorporated by reference from Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 (Reg. No. 000-28017).                                  
|   
|(3) |  | Incorporated by reference from Registrants Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001 (Reg. No. 000-28017)                                   

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