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                                                                    EXHIBIT 10.1


                          INFOSOFT INTERNATIONAL, INC.
                            1993 Stock Purchase Plan

                  The purpose of this Plan is to provide eligible employees of
InfoSoft International, Inc. (the "Company") with opportunities to purchase
shares of the Company's common stock, $0.01 par value (the "Common Stock"). One
hundred thousand (100,000) shares of Common Stock in the aggregate have been
approved for this purpose.

                  1. Administration. The Plan shall be administered by the
Company's Board of Directors or by a Committee appointed by the Board of
Directors (the "Committee"). The Board of Directors or the Committee has
authority to make rules and regulations for the administration of the Plan, and
its interpretations and decisions with regard thereto shall be final and
conclusive.

                  2. Eligibility. All employees of the Company, including
Directors who are employees, are eligible to participate in any one or more of
the offerings of Options (as defined in Section 9) to purchase Common Stock
under the Plan provided that:


         (a)      they are regularly employed by the Company or a subsidiary of
                  the Company designated by the Committee (a "Designated
                  Subsidiary") more than 20 hours a week for at least five
                  months per calendar year; and


         (b)      they are employees of the Company or a Designated Subsidiary
                  on the first day of the applicable Plan Period (as defined
                  below).

                  Participation in the Plan will be neither permitted nor denied
contrary to the requirements of the Internal Revenue Code of 1986, as amended
(the "Code"). No employee may purchase shares pursuant to the Plan if such
employee, immediately after such purchase, owns 5% or more of the total combined
voting power or value of the stock of the Company.

                  3. Offerings. The Company will make one or more offerings
("Offerings") to employees to purchase Common Stock under this Plan. The initial
Offering will begin on the effective date of the Company's initial public
offering and end on the following June 30 (the "Initial Offering"). All
subsequent Offerings shall begin on each January 1 or July 1, or the first
business day thereafter. The first day of each Offering shall be known as the
"Offering Date". Except for the Initial Offering, each Offering Date will begin
a six-month period (a "Plan Period").


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                  4. Participation. An employee eligible on the Offering Date of
any Offering may participate in such Offering by completing and forwarding an
enrollment form to the employee's appropriate payroll location. The form will
(a) state the amount to be deducted from his Compensation per pay period, (b)
authorize the purchase of Common Stock for him in each Offering in accordance
with the terms of the Plan and (c) specify the exact name or names in which
shares of Common Stock purchased for him are to be issued pursuant to Section 10
hereof. Unless an employee files a new form or withdraws from the Plan, his
deductions and purchases will continue at the same dollar amount for future
Offerings under the Plan as long as the Plan remains in effect.

                  5. Employee Contributions. Each eligible employee may
authorize payroll deductions at a minimum of $6.00 for each weekly pay period or
$25.00 for each monthly pay period up to a maximum of 15% of such employee's
Compensation for each such pay period. The Company shall maintain book accounts
showing the amount of payroll deductions made by each eligible employee for each
Plan Period.

                  6. Deduction Changes. An employee may not increase or decrease
his or her payroll deduction during any Plan Period, but may increase or
decrease his or her payroll deduction with respect to the next Plan Period by
filing a new payroll deduction authorization form in advance of the next
Offering Date.

                  7. Interest. No interest will be paid on employee accounts;
however, the Board of Directors or its Committee may, in its sole discretion,
elect to credit employee accounts with interest at such per annum rate as the
Board of Directors or the Committee may from time to time determine.

                  8. Withdrawal of Funds. An employee may at any time prior to
the close of business on the last business day in a Plan Period, and for any
reason, permanently withdraw the entire balance accumulated in the employee's
account and thereby withdraw from participation in an Offering. Partial
withdrawals are not permitted. The employee may not begin participation again
during the remainder of the Plan Period. The employee may participate in any
subsequent Offering in accordance with terms and conditions established by the
Board of Directors or the Committee.

                  9. Purchase of Shares. On each Offering Date of a Plan Period,
the Company will grant to each eligible employee who is then a participant in
the Plan an option ("Option") to purchase on the last business day of such Plan
Period (the "Exercise Date"), at the Option Price hereinafter provided for, such
number of whole shares of Common Stock of the Company reserved for the purposes
of the Plan as does not exceed the number of shares equal in value to 15% of
such employee's projected Compensation for the Plan Period divided by, with
respect to the Initial Offering, 85% of the offering price to the public of the
Common Stock on the date of the initial public offering of the Common Stock, or,
with respect to each Offering other than the Initial Offering, 85% of the last
reported sale price of the Common Stock on the Nasdaq National Market (the
"National Market") on the Offering Date.


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                  With respect to the Initial Offering, the purchase price for
each share purchased under the Plan will be 85% of the offering price to the
public of the Common Stock on the date of the initial public offering of the
Common Stock, or 85% of the last reported sale price of the Common Stock on the
National Market on the Exercise Date, whichever price shall be less, rounded up
to avoid fractions other than 1/4, 1/2 and 3/4. With respect to each Offering
other than the Initial Offering, the purchase price for each share purchased
under the Plan will be 85% of the last reported sale price of the Common Stock
on the National Market on the Offering Date or the Exercise Date, whichever last
reported sale price shall be less, rounded up to avoid fractions other than 1/4,
1/2 and 3/4. The purchase price determined by reference to either of the two
preceding sentences shall be referred to herein as the "Option Price".

                  No employee may be granted an Option permitting rights to
purchase Common Stock under this Plan and rights under any other stock purchase
plan of the Company to accrue at a rate which in the aggregate exceeds $25,000
of the fair market value of such Common Stock (determined at the Offering Date
of the Plan Period) for each calendar year in which the Option is outstanding at
any time. The purpose of the limitation in the preceding sentence is to comply
with Section 423(b)(8) of the Code.

                  Each employee who continues to be a participant in the Plan on
the Exercise Date shall be deemed to have exercised such employee's Option at
the Option Price on such date and shall be deemed to have purchased from the
Company such number of full shares of Common Stock reserved for purposes of the
Plan as such employee's accumulated payroll deductions on such date will pay for
pursuant to the formula set forth above. Any balance remaining in an employee's
account at the end of a Plan Period will be refunded to the employee promptly.

                  10. Issuance of Certificates. Certificates representing shares
of Common Stock purchased under the Plan may be issued only in the name of the
employee, or in the name of the employee and another person of legal age as
joint tenants with rights of survivorship.

                  11. Definitions. The phrase "last reported sale price" means
the last reported sale price of the Common Stock on the Exchange on a given day
or, if no sales of Common Stock were made on that day, the last reported sale
price of the Common Stock on the next preceding day on which sales were made.

                  The term "Compensation" means the amount of base pay
reportable on the employee's Federal Income Tax Withholding Statement, excluding
overtime, incentive or bonus awards, allowances and reimbursements for expenses
such as relocation expenses or travel expenses, income or gains on the exercise
of Company stock options, and similar items, whether or not shown on the
employee's Federal Income Tax Withholding Statement.

                  12. Rights on Retirement Death, or Termination of Employment.
In the event of a participating employee's termination of employment prior to
the last business 


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day of a Plan Period, no payroll deduction shall be taken from any pay due 
and owing to the employee and the balance in the employee's account shall be 
paid to the employee or, in the event of the employee's death, to the 
employ1ee's designated beneficiary. If, prior to the last business day of the 
Plan Period, the Subsidiary by which an employee is employed shall cease to 
be a Designated Subsidiary of the Company, or if the employee is transferred 
to a Subsidiary of the Company that is not a Designated Subsidiary, it shall 
be deemed that the employee has terminated employment for the purposes of 
this Plan.

                  13. Optionees not Stockholders. Neither the granting of an
Option to an employee nor the deductions from an employee's pay shall constitute
such employee a stockholder of the shares of Common Stock covered by an Option
under this Plan until such shares have been purchased by and issued to such
employee.

                  14. Rights Not Transferable. Rights under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.

                  15. Application of Funds. All funds received or held by the
Company under this Plan may be combined with other corporate funds and may be
used for any corporate purpose.

                  16. Adjustment in Case of Changes Affecting Common Stock. In
the event of a subdivision of outstanding shares of Common Stock, or the payment
of a dividend in Common Stock, the number of shares approved for this Plan, and
the share limitation set forth in Section 9, shall be increased proportionately,
and such other adjustment shall be made as may be deemed equitable by the Board
of Directors or the Committee. In the event of any other change affecting the
Common Stock, such adjustment shall be made as may be deemed equitable by the
Board of Directors or the Committee to give proper effect to such event.

                  17. Amendment of the Plan. The Board of Directors may at any
time and from time to time, amend this Plan in any respect, except that without
approval by a majority of the votes cast at a duly held stockholders' meeting at
which a quorum representing a majority of all outstanding Common Stock is,
either in person or by proxy, present, no amendment shall be made (a) increasing
or decreasing the number of shares approved for this Plan or (b) changing the
class of employees eligible to receive Options under the Plan.

                  18. Merger, Reorganization, etc. In the event of a merger,
reorganization, consolidation, or liquidation involving the Company, the
Committee has discretion to provide that all outstanding obligations of the
Company under the Plan will be assumed or equivalent rights substituted by the
successor corporation, or the Committee may shorten the offering period and
provide for all sums collected to be applied to purchase stock immediately prior
to such merger or other transaction.

                  19. Insufficient Shares. In the event that the total number of
shares of 


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Common Stock specified in elections to be purchased under any Offering plus 
the number of shares purchased under previous Offerings under this Plan 
exceeds the maximum number of shares issuable under this Plan, the Board of 
Directors or the Committee shall allot, in such manner as it may determine, 
the shares then available.

                  20. Termination of the Plan. This Plan may be terminated at
any time by the Company's Board of Directors, subject to the limitation that no
such action may adversely affect any outstanding rights to purchase Common
Stock.

                  21. Governmental Regulations. The Company's obligation to sell
and deliver Common Stock under this Plan is subject to listing on the National
Market and obtaining all governmental approvals required in connection with the
authorization, issuance, or sale of such stock.

                  The Plan shall be governed by Delaware law except to the
extent that such law is preempted by federal law.

                  The Plan is intended to comply with the provisions of Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended. Any
provision inconsistent with such Rule shall be inoperative and shall not affect
the validity of the Plan.

                  22. Issuance of Shares. Shares may be issued upon exercise of
an Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.

                  23. Notification upon Sale of Shares. Each employee agrees, by
entering the Plan, to give the Company prompt notice of any disposition of
shares purchased under the Plan where such disposition occurs within two years
after the date of grant of the Option pursuant to which such shares were
purchased.

                  24. Effective Date and Approval of Shareholders. The Plan
shall take effect on the first day of the Company's initial public offering (the
"Effective Date") subject to closing of the offering and approval by a majority
of the votes cast at a duly held shareholders' meeting at which a quorum
representing a majority of all outstanding Common Stock is, either in person or
by proxy, present, which approval must occur within twelve months of the
adoption of the Plan by the Board of Directors.


                                 AMENDMENT NO. 1
                                       TO
                            1993 STOCK PURCHASE PLAN
                                       OF
                                INSO CORPORATION


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         The 1993 Stock Purchase Plan (the "Plan") of Inso Corporation, formerly
known as InfoSoft International, Inc. is hereby amended as follows (capitalized
terms used herein and not defined herein shall have the respective meaning
ascribed to such terms in the Plan):

         The first paragraph of the Plan shall be deleted in its entirety and
replaced with the following:

         "The purpose of this Plan is to provide eligible employees of Inso
Corporation (the "Company") with opportunities to purchase shares of the
Company's common stock, $0.01 par value (the "Common Stock"). Four hundred and
fifty thousand (450,000) shares of Common Stock in the aggregate have been
approved for this purpose."

The third sentence of Section 3 of the Plan shall be deleted in its entirety and
replaced with the following:

         "Offerings on or before January 1, 1999 shall begin on each January 1
or July 1, or the first business day thereafter, subsequent offerings shall
begin on each June 1 or December 1, or the first business day thereafter."

         Except as aforesaid, the Plan shall remain in full force and effect.


                                              Adopted by the
                                              Board of Directors



                                              March 9, 1998