Exhibit 4.6

INFOVISTA S.A.
2003 STOCK OPTION PLAN
UNOFFICIAL TRANSLATION INTO ENGLISH FOR CONVENIENCE PURPOSES

On the basis of the authorisation given by the extraordinary shareholders' meeting of December 5, 2002 to grant, on one or several occasions, options
giving right by exercise to acquire existing shares of InfoVista S.A. (hereinafter the "Company") to employees or executive officers of the Company and its Affiliated Companies, (so long as such
employees or executive officers hold less than 10% of the capital), in a maximum amount of 300,000 existing shares, the nominal value of which is 0.54 Euro each, the board of directors of the
Company decided on August 19, 2003, under the provisions of Article L. 225-177et seq. of the French Commercial Code, to adopt
this set of rules (the "Plan") fixing the terms and conditions applicable to the options bearing on shares of stock of the Company that will be granted to "Eligible Persons" (as such term is defined
in each Local Plan).

1.     PURPOSE OF THE PLAN

The purpose of this stock option plan is:



2.     TERRITORIAL APPLICATION OF THE PLAN

It is intended that the Plan shall apply to all employees and executive officers of the Company and of its Affiliated Companies. To this effect, the Company
adopted annexes (Local Plans) applicable to certain personnel subject to specific local laws and regulations, as follows:





Where
there is an inconsistency between provisions of the Core Plan and Local Plan, the provision of the Local Plan shall prevail.

3.     DEFINITIONS



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4.     STOCK SUBJECT TO THE PLAN

Subject to the provisions of Section 12 of the Core Plan, the maximum aggregate number of Shares over which Options may be granted and acquired under the
Core Plan is 300,000 Shares.

If
an Option expires or becomes unexercisable for any reason without having been exercised, pursuant to the Shareholders Authorization, the Shares which were subject thereto shall,
unless the Core Plan shall have been terminated, become available again for grant, if permitted by law, as part of one or more new Options under the Core Plan.

5.     ADMINISTRATION OF THE CORE PLAN

5.1   Administration

The Plan shall be administered by the Board of Directors.

5.2   Powers of the Board of Directors

Subject to the provisions of the French Commercial Code, the Shareholder Authorization, and the provisions of the Plan, the Board shall have the full authority,
in its discretion to:



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5.3   Effect of the Board's Decision

The decisions and interpretations of the Board shall be final and binding on all Participants as of the date on which the Participants are informed of such
decision and interpretation within the conditions provided for by Article 16.

6.     LIMITATIONS

7.     DURATION OF THE PLAN

The Plan entered into effect on August 19, 2003, the date of its adoption by the Board, and Options may have been granted since such date, pursuant to this
Plan.

The
Options may be granted under the present Plan during a 38-month period, as from the date of the extraordinary general meeting of December 5, 2002, i.e., until February 4, 2005 unless
terminated earlier under Section 14 of the Core Plan.

The
provisions of the present Plan will remain in force for any outstanding exercisable Option.

8.     DURATION OF OPTIONS

In accordance with the Shareholders Authorization, no Option shall be exercised after the 10-year term, which commenced as of the Date of Grant. The
duration of granted Options is indicated in the Notice of Grant.

However,
the Board may set a shorter option period for certain grants of Options, in so far as such a shorter duration may be required by laws, in particular tax laws, in order to
benefit from a favourable regime.

9.     PRICE OF EXERCISE OF OPTIONS

9.1   Share purchase price

The purchase price of each Share that may be acquired by the exercise of an Option by a Participant shall be determined by the Board within the limits set in the
Shareholders Authorisation and the provisions of the applicable laws and regulations.

The
determination of such price is subject to the following rules:



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The
Share purchase price, determined as above, may only be modified if, during the period during which the Options can be exercised, the Company completes one of the financial or other
share operations envisaged by article L. 225-181 of the French Commercial Code, and in articles 174-8et seq.of the
Decree no 67-236 of March 23, 1967. In such an event, the Board will, in accordance with the applicable legal conditions and regulations, adjust the price and
the number of Shares which may be acquired by exercise of Options, in order to take into account the impact of the operation in question.

9.2   Payment of the purchase price of the Shares

The terms of payment of the purchase price of the Shares shall be determined by the Board at the Grant Date of the Options.

Unless
decided otherwise by the Board, the purchase price of the Shares shall be entirely paid for upon exercise of the Options, such payment to take place by cheque, bank wire transfer
or set off with liquidated, certain and due debts of the Company to the Participant.

All
payments related to the exercise of Options between the Company and a Participant shall be in EURO.

9.3   Exercise of the Options and Tax & other liabilities

Within thirty (30) days after Options have been exercised by a Participant, the Board, on behalf of the Company, shall procure the transfer to such
Participant of the corresponding number of Shares, provided that:



9.4   Indemnity

If, as a result of the grant of Options, exercise of Options or sale of the Shares, the Company or any Affiliated Company is liable for taxes, employee related
social charges or other financial charges, in jurisdictions where such possibility is permitted, the Participant shall fully indemnify the Company or any Affiliated Company in respect of all such
amounts payable by the Company or any Affiliated Company to the fullest extent permissible by the legislation applicable to the Participant, for example where such applicable legislation limits the
imposition of such charges upon the Participant.

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10.   EXERCISE OF OPTIONS

10.1 Exercise procedure; Rights of Participants who become shareholders

Options granted under the Plan shall be exercised in accordance with the terms of the Plan and at such dates and under such conditions as determined by the Board
and set forth in the Notice of Grant or, in the event of no specific indication in the Notice of Grant, as determined in the Local Plan.

An
Option shall be deemed exercised when the Company (or a company agent) receives: (i) written notice of exercise together with a share purchase form duly executed by the person
entitled to exercise the Option, and (ii) full payment of the underlying Share purchase price. Shares acquired by exercise of Options shall be transferred to a nominative account registered in
the name of the Participant or, if requested by the latter, in the name of the Participant and his or her spouse, provided such spouse first
executes all undertakings and agreements the execution of which constitute condition precedent to the grant of the Options or purchase of the relevant Shares.

Upon
exercise of the Options, the Shares transferred to the Participant shall be assimilated with all other Shares of the Company, which fall within the same class and shall qualify for
dividends for the fiscal year during the course of which the Options have been exercised.

Each
grant of Options shall decrease the number of Shares, which are thereafter available for the purposes of the Plan, by the number of Shares that may be acquired by exercise of the
Options.

10.2 Exercise dates

At the Grant Date, the Board shall set the period during which the Options may be exercised and shall determine the conditions which must be satisfied before the
Options may be exercised. For instance, the Board may provide that the Options may not be exercised until the completion of a minimum period of employment.

The
Options can only become exercisable if the participant has acknowledged receipt of the grant and has returned the completed form provided by the Company prior to the expiration of
the three-month deadline beginning at the date of the Notice of Grant.

Unless
provided otherwise in the Notice of Grant, no Options may be exercised prior to the first anniversary of the Grant Date. As from such first anniversary and until the second
anniversary of the Grant Date, the Participant shall be entitled to exercise up to 25% of his/her Options (granted at the Grant Date), and acquire at most 25% of the Shares to which his/her Options
give right, provided that he/she maintains his/her Continuous Status as an Eligible Person during the entire period.

From
the second anniversary of the Grant Date of his Options and until the 183rd day following such anniversary, the Participant may exercise up to 50% of his Options
(granted at the relevant Grant Date) and acquire at most 50% of the Shares to which his/her Options give right, provided that he/she maintains his/her Continuous Status as an Eligible Person for the
entire period. Any Shares acquired prior to the second anniversary of the Grant Date shall be taken into account for the computation of the 50% limit provided for above.

During
the 182 days preceding the third anniversary of the Grant Date of his/her Options, the Participant may exercise up to 75% of his/her Options (granted at the relevant Grant
Date) and acquire at most 75% of the Shares to which his/her Options give right, provided that he/she maintains
his/her Continuous Status as an Eligible Person for the entire period. Any Shares previously acquired shall be taken into account for the computation of the 75% limit provided for above.

As
of the third anniversary of the Grant Date of his/her Options, the Participant may exercise all his/her Options granted at such Grant Date, provided that he/she maintains his/her
Continuous Status as an Eligible Person for the entire period.

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Should
a Participant be granted Options at different Grant Dates, the above progressive vesting rule will apply respectively to each group of Options granted to the Participant, taking
each Grant Date individually.

10.3 Loss of the Continuing Status as an Eligible Person. Termination of an Eligible Person's employment contract or office

Upon loss by a Participant of his Continuous Status as an Eligible Person, other than upon the Participant's Disability or death, the Participant may exercise his
or her Options only during such time period as specified hereinafter and such exercise may concern only such number of Options that he/she was entitled to exercise (pursuant, in particular, to
section 10.2 above) as of the date of such loss.

Unless
provided otherwise in the relevant Notice of Grant, the Options may be exercised during a period of one (1) calendar month following the loss by the Participant of his
Continuous Status as an Eligible Person. For the purpose of computing such calendar month and the number of Options that the Participant will be entitled to exercise, this loss shall be deemed to have
taken place at the date of termination of office or employment or at the date of the Participant's resignation, without taking into account any advance notice period nor the effective dates of such
termination or resignation.

The
date of termination of office shall be the date of the shareholders' meeting or Board meeting during which such termination of office shall be decided upon. In accordance with
applicable laws and regulations, the date of termination of employment shall be either the date of first delivery to the relevant Participant of his/her notice of termination or the date upon which
such notice shall be hand delivered to such Participant. The date of resignation from employment shall be either the date of dispatch by the relevant Participant to the Company (or any Affiliated
Company thereof) of his/her notice of resignation or the date upon which such notice shall be hand delivered by such Participant to the person he/she reports to within the Company (or any Affiliated
Company thereof). In the absence of such a written resignation, the resignation date shall be the date at which the Participant shall be deemed to have resigned under applicable labour laws.

The
date of resignation from office shall be, as the case may be, the date of dispatch or hand delivery of his resignation notice by the relevant Participant to the Company (or any
Affiliated Company thereof) or the date of the shareholders' meeting or Board meeting in the course of which the relevant Participant shall have resigned.

Should
the relevant Participant not exercise all the Options that he/she was entitled to pursuant to the above within the time period determined as provided for above, the relevant
Shares not acquired by the exercise of such Options become available again to be subject to new Options to be granted to other Eligible Persons under the Plan.

10.4 Disability of a Participant

Should a Participant lose his Continuous Status as an Eligible Person as a result of Disability, he/she may exercise his/her Option at any time within three
(3) calendar months from the date of such loss, but such exercise may concern only such number of Options that such Participant was entitled to exercise as of the date of such loss.

Should
the relevant Participant not exercise the Options he/she was entitled to pursuant to the above within the time period determined as provided for above, the relevant Shares not
acquired by the exercise of such Options become available again to be subject to new Options to be granted to other Eligible Persons under the Plan.

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10.5 Death of a Participant

In the event of the death of a Participant during the duration of his/her Option, the Option may be exercised at any time within six (6) calendar months
following the date of death, by the Participant's heirs but such exercise may only bear on the number of Options that such Participant was entitled to exercise as of the date of his death.

Should
the relevant Options not be exercised within the time period determined as provided for above, the relevant Shares not acquired by the exercise of such Options become available
again to be subject to new Options to be granted to other Eligible Persons under the Plan.

10.6 Suspension of the right to exercise options

Where the Company is in negotiations which may result in a Change of Control or is carrying out any financial operation, the Board may among others impose a
suspension period not exceeding 6 months from the date that the public is informed of such negotiations or operation in accordance with the relevant rules of the Commission des Opérations de Bourse, during which Options may not be exercised even if they are exercisable pursuant to
Section 10.2.

11.   NON-TRANSFERABILITY OF OPTIONS

An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or in accordance with the laws governing
inheritance and may be exercised, during the lifetime of the Eligible Person, only by the latter.

12.   ADJUSTMENTS UPON CHANGES IN CAPITAL, WINDING-UP, MERGER OR SALE OF ASSETS

12.1 Modifications to the Capital of the Company

Pursuant to the provisions of Article 5.2 (iv) above, in the event the Company carries out any of the financial operations mentioned in
Article L. 225-181 of the French Commercial Code, the Board shall adjust the number and price of the Shares subject to the granted Options in the manner provided by Articles
174-8et seq.of the Decree No. 67-236 of March 23, 1967.

12.2 Merger, Dissolution or Liquidation of the Company

Pursuant to the provisions of Article 5.2 (vi) above, in the event of the merger, winding-up or liquidation of the Company, the Board
may decide that the Options will no longer be exercisable as of the date fixed by the Board and the Participants will be thereby notified within the conditions provided for by Article 16.

12.3 Change of Control of the Company

In the event of a Change of Control or a Take-over Bid (hereinafter the "Event"), the following shall apply to all Options, which have been granted
under the Plan and have not expired at the date of the Event:



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13.   GRANT DATE

Notice of Grant shall be provided to each Participant within a reasonable time limit after the Grant Date.

No
Option may be granted:



14.   AMENDMENT AND TERMINATION OF THE PLAN

The Board may at any time amend, suspend or terminate the Plan.

No
amendment, alteration, or suspension of the Plan shall impair the rights of any Participant, unless agreed to in a written agreement signed by the Participant and the Company. In
addition, a termination of the Plan will only have consequences in the future, and will have no impact on the outstanding Options granted under the Plan.

15.   CONDITIONS APPLICABLE UPON EXERCISE OF OPTIONS

15.1 Mandatory Legal Provisions Compliance

Shares shall be acquired and transferred pursuant to the exercise of the Options under condition that the exercise of such Option and the transfer of such Shares
shall comply with all relevant provisions of
mandatory applicable law and regulations, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted.

15.2 Investment Representations

The Board may require the person exercising such Option to represent and warrant at the time of any such exercise, as a condition of the exercise of an Option
that the Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is
required.

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16.   INFORMATION OF THE PARTICIPANTS

The Company informs the Participant of the grant of Options by sending him/her the Notice of Grant to which a copy of the present Plan is attached. As of the time
of receipt, the Participant reviews all the documents sent by the Company and returns to it an acknowledgement of receipt provided by the Company for this purpose.

In
addition, the Company shall inform the Participant within a reasonable time limit of any modification of the conditions of the Options granted under the present Plan.

17.   LAWJURISDICTIONLANGUAGE

This Core Plan shall be governed by and construed in accordance with the laws of France. TheTribunalde Commerce
of Evry, France, or should this court not be competent, theTribunal de Grande Instanceof Evry, France, shall have sole jurisdiction to determine any
claim or dispute arising in connection herewith.

The
Core Plan has been adopted in the French language. As a result, only the French version shall prevail. Any version hereof drafted in another language is for information purposes
only.

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French Plan

INFOVISTA S.A. 2003
FRENCH LOCAL STOCK OPTION PLAN
Schedule 1 to the InfoVista S.A. 2003 Stock Option Plan

Definitions and interpretation



Applicability of the Core Plan

Save as hereinafter specified, all the terms and provisions of the Core Plan shall applymutatis mutandisto the
grant of Options under the French Local Plan.

Nominative Form

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Shares

Amendment and Termination of the French Local Plan

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US Plan

INFOVISTA S.A. 2003
U.S. STOCK OPTION PLAN
Schedule 2 to the InfoVista S.A. 2003 Stock Option Plan

1.     Definitions

2.     Applicability of the Core Plan



3.     Eligibility



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4.     Options

5.     Capital Adjustments



6.     Withholding



7.     Amendment and Termination of the U.S. Plan

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International Plan

INFOVISTA S.A. 2003
INTERNATIONAL STOCK OPTION PLAN
Schedule 3 to the InfoVista S.A. 2003 Employee Stock Option Plan

1.     Definitions and Interpretation



2.     Applicability of the Core Plan



3.     Amendment and Termination of the International Plan

4.     Law and Jurisdiction and Language



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