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                                  APPLIX, INC.

                         2000 DIRECTOR STOCK OPTION PLAN

1.   PURPOSE.

     The purpose of this 2000 Director Stock Option Plan (the "Plan") of Applix,
Inc. (the "Company") is to encourage ownership in the Company by non-employee
directors of the Company whose services are considered essential to the
Company's future progress and to provide them with a further incentive to remain
as directors of the Company.

2.   ADMINISTRATION.

     The Board of Directors shall supervise and administer the Plan. All
questions concerning interpretation of the Plan or any options granted under it
shall be resolved by the Board of Directors and such resolution shall be final
and binding upon all persons having an interest in the Plan. The Board of
Directors may, to the full extent permitted by or consistent with applicable
laws or regulations, delegate any or all of its powers under the Plan to a
committee appointed by the Board of Directors, and if a committee is so
appointed, all references to the Board of Directors in the Plan shall mean and
relate to such committee.

3.   PARTICIPATION IN THE PLAN.

     Directors of the Company who are not employees of the Company or any
subsidiary of the Company ("non-employee directors") shall be eligible to
receive options under the Plan.

4.   STOCK SUBJECT TO THE PLAN.

     (a)  The maximum number of shares of the Company's Common Stock, par value
$.0025 per share ("Common Stock"), which may be issued under the Plan shall be
50,000 shares, subject to adjustment as provided in Section 7.

     (b)  If any outstanding option under the Plan for any reason expires or is
terminated without having been exercised in full, the shares covered by the
unexercised portion of such option shall again become available for issuance
pursuant to the Plan.

     (c)  All options granted under the Plan shall be non-statutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").


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     (d)  Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

5.   TERMS, CONDITIONS AND FORM OF OPTIONS.

     Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Company shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:

     (a) OPTION GRANT DATES. Options shall automatically be granted to the
Directors as follows:

          (i)  each person serving as a non-employee director on the date (the
"Approval Date") that the Plan is approved by the stockholders of the Company
shall be granted an option to purchase 1,500 shares of Common Stock on the
Approval Date;

          (ii) each person who first becomes a non-employee director following
the Approval Date shall be granted an option to purchase 10,000 shares of Common
Stock on the date of his or her election to the Board of Directors (an "Election
Grant"); and

          (iii) each non-employee director shall be granted an option to
purchase 4,000 shares of Common Stock on January 1 of each year, beginning
January 1, 2001, provided he or she attended at least 75% of the meetings of the
Board of Directors or any committees on which he or she served in the preceding
year.

     Each date of grant of an option pursuant to this Section 5(a) is
hereinafter referred to as an "Option Grant Date."

     (b)  OPTION EXERCISE PRICE. The option exercise price per share for each
option granted under the Plan shall equal (i) the closing price on any national
securities exchange on which the Common Stock is listed, (ii) the closing price
of the Common Stock on the Nasdaq National Market or (iii) the average of the
closing bid and asked prices in the over-the-counter market, whichever is
applicable, as published in THE WALL STREET JOURNAL, on the Option Grant Date.
If no sales of Common Stock were made on the Option Grant Date, the price of the
Common Stock for purposes of clauses (i) and (ii) above shall be the reported
price for the next preceding day on which sales were made.

     (c)  TRANSFERABILITY OF OPTIONS. Except as the Board may otherwise
determine or provide in an option granted under the Plan, any option granted
under the Plan to an optionee shall not be transferable by the optionee other
than by will or the laws of descent and distribution, and shall be exercisable
during the optionee's lifetime only by

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the optionee or the optionee's guardian or legal representative. References to
an optionee, to the extent relevant in the context, shall include references to
authorized transferees.

     (d)  VESTING PERIOD.

          (i)  GENERAL. Each option granted under the Plan pursuant to Section
5(a) above shall, in the case of an Election Grant, become exercisable in two
equal annual installments on the first and second anniversaries of the Option
Grant Date, and, in the case of all other option grants, become exercisable in
full on the first anniversary of the Option Grant Date; in each case provided
that the optionee is serving as a director of the Company on such anniversary.

          (ii) ACCELERATION UPON A CHANGE IN CONTROL. Notwithstanding the
foregoing, each outstanding option granted under the Plan shall immediately
become exercisable in full upon the occurrence of a Change in Control Event (as
defined in Section 8) with respect to the Company.

          (iii) RIGHT TO RECEIVE RESTRICTED STOCK. Notwithstanding the
provisions of Section 5(d)(i) above, the Board shall have the authority to grant
options (including options granted pursuant to Section 5(a) above) which are
immediately exercisable subject to the Company's right to repurchase any
unvested shares of stock acquired by the optionee on exercise of an option in
the event such optionee's service as a director terminates for any reason.

     (e)  TERMINATION. Each option shall terminate, and may no longer be
exercised, on the earlier of (i) the date seven years after the Option Grant
Date of such option or (ii) the date 90 days after the optionee ceases to serve
as a director of the Company.

     (f)  EXERCISE PROCEDURE. An option may be exercised only by written notice
to the Company at its principal office accompanied by (i) payment in cash or by
certified or bank check of the full consideration for the shares as to which
they are exercised, (ii) delivery of outstanding shares of Common Stock (which
have been outstanding for at least six months) having a fair market value on the
last business day preceding the date of exercise equal to the option exercise
price, or (iii) an irrevocable undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price or delivery
of irrevocable instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price.

     (g)  EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF DIRECTOR. An optionee,
by written notice to the Company, may designate one or more persons (and from
time to time change such designation), including his or her legal
representative, who, by reason

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of the optionee's death, shall acquire the right to exercise all or a portion of
the option. If the person or persons so designated wish to exercise any portion
of the option, they must do so within the term of the option as provided herein.
Any exercise by a representative shall be subject to the provisions of the Plan.

6.   LIMITATION OF RIGHTS.

     (a)  NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting
of an option nor any other action taken pursuant to the Plan, shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Company will retain the optionee as a director for any period of time.

     (b)  NO STOCKHOLDERS' RIGHTS FOR OPTIONS. An optionee shall have no rights
as a stockholder with respect to the shares covered by his or her option until
the date of the issuance to him or her of a stock certificate therefor, and no
adjustment will be made for dividends or other rights (except as provided in
Section 7) for which the record date is prior to the date such certificate is
issued. Notwithstanding the foregoing, in the event the Company effects a split
of the Common Stock by means of a stock dividend and the exercise price of and
the number of shares subject to stock options are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c)  COMPLIANCE WITH SECURITIES LAWS. Each option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board of Directors. Nothing herein shall be deemed to require the Company to
apply for or to obtain such listing, registration or qualification, or to
satisfy such condition.

7.   ADJUSTMENT PROVISIONS FOR MERGERS, RECAPITALIZATIONS AND RELATED
TRANSACTIONS.

     If, through or as a result of any merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar transaction, (i) the outstanding shares of Common Stock
are exchanged for a

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different number or kind of securities of the Company or of another entity, or
(ii) additional shares or new or different shares or other securities of the
Company or of another entity are distributed with respect to such shares of
Common Stock, the Board of Directors shall make an appropriate and proportionate
adjustment in (x) the maximum number and kind of shares reserved for issuance
under the Plan, (y) the number and kind of shares or other securities subject to
then outstanding options under the Plan, and (z) the price for each share
subject to any then outstanding options under the Plan (without changing the
aggregate purchase price for such options), to the end that each option shall be
exercisable, for the same aggregate exercise price, for such securities as such
optionholder would have held immediately following such event if he had
exercised such option immediately prior to such event. No fractional shares will
be issued under the Plan on account of any such adjustments.

8.   DEFINITION OF "CHANGE IN CONTROL EVENT". A "Change in Control Event" shall
mean:

     (a)  the acquisition by an individual, entity or group (within the meaning
          of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act")) (a "Person") of beneficial
          ownership of any capital stock of the Company after the date of
          adoption of this Plan by the Board of Directors if, after such
          acquisition, such Person beneficially owns (within the meaning of Rule
          13d-3 promulgated under the Exchange Act) 30% or more of either (x)
          the then-outstanding shares of common stock of the Company (the
          "Outstanding Company Common Stock") or (y) the combined voting power
          of the then-outstanding securities of the Company entitled to vote
          generally in the election of directors (the "Outstanding Company
          Voting Securities"); PROVIDED, HOWEVER, that for purposes of this
          subsection (i), the following acquisitions shall not constitute a
          Change in Control Event: (A) any acquisition directly from the Company
          or an underwriter or agent of the Company (excluding an acquisition
          pursuant to the exercise, conversion or exchange of any security
          exercisable for, convertible into or exchangeable for common stock or
          voting securities of the Company, unless the Person exercising,
          converting or exchanging such security acquired such security directly
          from the Company or an underwriter or agent of the Company), (B) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by the Company or any corporation controlled by the
          Company, or (C) any acquisition by any corporation pursuant to a
          Business Combination (as defined below) which complies with clauses
          (x) and (y) of subsection (iii) of this definition; or

     (b)  such time as the Continuing Directors (as defined below) do not
          constitute a majority of the Board (or, if applicable, the Board of
          Directors of a

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          successor corporation to the Company), where the term "Continuing
          Director" means at any date a member of the Board (x) who was a member
          of the Board on the date of the initial adoption of this Plan by the
          Board or (y) who was nominated or elected subsequent to such date by
          at least a majority of the directors who were Continuing Directors at
          the time of such nomination or election or whose election to the Board
          was recommended or endorsed by at least a majority of the directors
          who were Continuing Directors at the time of such nomination or
          election; PROVIDED, HOWEVER, that there shall be excluded from this
          clause (y) any individual whose initial assumption of office occurred
          as a result of an actual or threatened election contest with respect
          to the election or removal of directors or other actual or threatened
          solicitation of proxies or consents, by or on behalf of a person other
          than the Board; or

     (c)  the consummation of a merger, consolidation, reorganization,
          recapitalization or statutory share exchange involving the Company or
          a sale or other disposition of all or substantially all of the assets
          of the Company (a "Business Combination"), unless, immediately
          following such Business Combination, each of the following two
          conditions is satisfied: (x) all or substantially all of the
          individuals and entities who were the beneficial owners of the
          Outstanding Company Common Stock and Outstanding Company Voting
          Securities immediately prior to such Business Combination beneficially
          own, directly or indirectly, more than 50% of the then-outstanding
          shares of common stock and the combined voting power of the
          then-outstanding securities entitled to vote generally in the election
          of directors, respectively, of the resulting or acquiring corporation
          in such Business Combination (which shall include, without limitation,
          a corporation which as a result of such transaction owns the Company
          or substantially all of the Company's assets either directly or
          through one or more subsidiaries) (such resulting or acquiring
          corporation is referred to herein as the "Acquiring Corporation") in
          substantially the same proportions as their ownership of the
          Outstanding Company Common Stock and Outstanding Company Voting
          Securities, respectively, immediately prior to such Business
          Combination and (y) no Person (excluding the Acquiring Corporation or
          any employee benefit plan (or related trust) maintained or sponsored
          by the Company or by the Acquiring Corporation) beneficially owns,
          directly or indirectly, 30% or more of the then-outstanding shares of
          common stock of the Acquiring Corporation, or of the combined voting
          power of the then-outstanding securities of such corporation entitled
          to vote generally in the election of directors (except to the extent
          that such ownership existed prior to the Business Combination).

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9.   TERMINATION AND AMENDMENT OF THE PLAN.

     The Board of Directors may suspend or terminate the Plan or amend it in any
respect whatsoever.

10.  NOTICE.

     Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.

11.  GOVERNING LAW.

     The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the internal laws of the Commonwealth of Massachusetts
(without regard to any applicable conflicts of laws or principles).

12.  EFFECTIVE DATE.

     The Plan shall become effective on the date hereof.

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