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                                                                    EXHIBIT 10.5

                                  APPLIX, INC.

                         1996 DIRECTOR STOCK OPTION PLAN

                     (As amended through December 18, 1998)

1.   PURPOSE.

     The purpose of this 1996 Director Stock Option Plan (the "Plan") of Applix,
Inc. (the "Company") is to encourage stock ownership in the Company by outside
directors of the Company whose continued services are considered essential to
the Company's future success 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. Grants of
stock options under the Plan and the amount and nature of the options to be
granted shall be automatic in accordance with Section 5. However, 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.

3.   PARTICIPATION IN THE PLAN.

     Directors of the Company who are not full-time employees of the Company or
any subsidiary of the Company ("Outside 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
$.01 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 Senior Vice President, Finance and Administration
shall from time to time approve, which agreements shall comply with and be
subject to the following terms and conditions:

     (a) OPTION GRANT DATES AND SHARES SUBJECT TO OPTION. Options will be
granted under the Plan as follows:

          (i) INITIAL GRANTS TO CURRENT OUTSIDE DIRECTORS. An option to purchase
     2,500 shares of Common Stock shall be granted automatically on the date of
     the approval of the Plan by the stockholders of the Company to each person
     then serving as an Outside Director at the close of business on such date.

          (ii) INITIAL GRANTS TO FUTURE OUTSIDE DIRECTORS. An option to purchase
     5,000 shares of Common Stock shall be granted automatically to each Outside
     Director first elected to the Board of Directors after the date of the
     approval of the Plan by the stockholders of the Company, upon the date of
     his or her initial election to the Board of Directors.

          (iii) ANNUAL GRANTS TO OUTSIDE DIRECTORS. An option to purchase 2,500
     shares of Common Stock shall be granted automatically to each person
     serving as an Outside Director on the close of business on January 1 of
     each year.

     (b) OPTION EXERCISE PRICE. The option exercise price per share for each
option granted under the Plan shall be equal to the fair market value per share
of Common Stock on the date of grant, which shall be determined as follows: (i)
if the Common Stock is listed on the Nasdaq National Market or another
nationally recognized exchange or trading system as of the date on which a
determination of fair market value is to be made, the fair market value per
share shall be deemed to be the last reported sale price per share of Common
Stock thereon on such date (or, if no such price is reported on such date, such
price on the nearest preceding date on which such a price is reported); and (ii)
if the Common Stock is not listed on the Nasdaq National Market or another
nationally recognized exchange or trading system as of the date on which a
determination of fair market value is to be made, the fair market value per
share shall be equal to the earnings per share of the Company in the most
recently completed fiscal year (as publicly reported by the Company) multiplied
by 15.


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(c) OPTIONS NON-TRANSFERABLE. Unless otherwise provided in the agreement
granting an option pursuant to this Plan, each option granted under the Plan by
its terms shall not be transferable by the optionee otherwise than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined in the Code), and shall be exercised during the
lifetime of the optionee only by the optionee or his or her legal
representative. No option or interest therein may be transferred, assigned,
pledged or hypothecated by the optionee during his or her lifetime, whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.

     (d) VESTING PERIOD.

          (i) GENERAL. Each option granted under the Plan shall become
     exercisable in full on the first anniversary of the date of grant, provided
     the optionee is serving as a director of the Company on such date.

          (ii) ACCELERATION UPON CHANGE IN CONTROL. Notwithstanding the
     foregoing, each outstanding option granted under the Plan shall immediately
     become exercisable in full in the event a Change in Control (as defined in
     Section 8) of the Company occurs.

     (e) TERMINATION. Each option shall terminate, and may no longer be
exercised, on the earlier of the (i) the date seven years after the date of
grant or (ii) the date 90 days after the optionee ceases to serve as a director
of the Company for any reason, whether by death, resignation, removal or
otherwise.

     (f) EXERCISE PROCEDURE. Options 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 or (ii) an irrevocable undertaking, in form and substance
satisfactory to the Company, by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price or (iii) delivery of irrevocable
instructions, in form and substance satisfactory to the Company, to a 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 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.

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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
optionee shall be entitled to continue as a director for any period of time.

     (b) NO STOCKHOLDER 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 distribution date
(i.e., the date on which the closing market price of the Common Stock on a stock
exchange or trading system is adjusted to reflect the split) is subsequent to
the record date for such stock dividend, an optionee who exercises an option
between the close of business on such record date and the close of business on
such distribution date shall be entitled to receive 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 such record date.

     (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 to, 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.

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 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

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number and kind of shares or other securities subject to then outstanding
options under the Plan, and/or (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 or she 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.   CHANGE IN CONTROL.

     For purposes of the Plan, a "Change in Control" shall be deemed to have
occurred only if any of the following events occurs: (i) any "person", as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or
any corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportion as their ownership of stock of the
Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities; (ii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; (iii) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets;
or (iv) individuals who, on the date on which the Plan was adopted by the Board
of Directors, constituted the Board of Directors of the Company, together with
any new director whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at least a
majority of the directors then still in office who were directors on the date on
which the Plan was adopted by the Board of Directors or whose election or
nomination was previously so approved, cease for any reason to constitute at
least a majority of the Board of Directors.

9.   MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.

     The Board of Directors shall have the power to modify or amend outstanding
options; provided, however, that no modification or amendment may (i) have the
effect of altering or impairing any rights or obligations of any option
previously

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granted without the consent of the optionee, or (ii) modify the number of shares
of Common Stock subject to the option (except as provided in Section 7).

10.  TERMINATION AND AMENDMENT OF THE PLAN.

     The Board of Directors may suspend, terminate or discontinue the Plan or
amend it in any respect whatsoever; provided, however, that without approval of
the stockholders of the Company, no amendment may increase the number of
shares subject to the Plan (except as provided in Section 7).

11. 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.

12. GOVERNING LAW.

     The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the Commonwealth of Massachusetts.

13. STOCKHOLDER APPROVAL.

     The Plan is conditional upon stockholder approval of the Plan within one
year from its date of adoption by the Board of Directors, and no option may be
granted under the Plan until such stockholder approval is obtained.

                                       As adopted by the Board of Directors
                                       on March 19, 1996 and approved by the
                                       shareholders on May 10, 1996, and as
                                       amended by the Board of Directors on
                                       October 21, 1996 and December 18, 1998.









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