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                             PUMA TECHNOLOGY, INC.
                       1998 EMPLOYEE STOCK PURCHASE PLAN

1.  ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

    1.1  ESTABLISHMENT.  The Puma Technology, Inc. 1998 Employee Stock Purchase
Plan (the "PLAN") is hereby established effective as of the date on which the
stockholders of the Company approve the adoption of the Plan.

    1.2  PURPOSE.  The purpose of the Plan is to advance the interests of
Company and its stockholders by providing an incentive to attract, retain and
reward Eligible Employees of the Participating Company Group and by motivating
such persons to contribute to the growth and profitability of the Participating
Company Group. The Plan provides such Eligible Employees with an opportunity to
acquire a proprietary interest in the Company through the purchase of Stock. The
Company intends that the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Code (including any amendments or replacements of such
section), and the Plan shall be so construed.

    1.3  TERM OF PLAN.  The Plan shall continue in effect until the earlier of
its termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued.

2.  DEFINITIONS AND CONSTRUCTION.

    2.1  DEFINITIONS.  Any term not expressly defined in the Plan but defined
for purposes of Section 423 of the Code shall have the same definition herein.
Whenever used herein, the following terms shall have their respective meanings
set forth below:

        (a) "BOARD" means the Board of Directors of the Company. If one or more
    Committees have been appointed by the Board to administer the Plan, "Board"
    also means such Committee(s).

        (b) "CODE" means the Internal Revenue Code of 1986, as amended, and any
    applicable regulations promulgated thereunder.

        (c) "COMMITTEE" means a committee of the Board duly appointed to
    administer the Plan and having such powers as specified by the Board. Unless
    the powers of the Committee have been specifically limited, the Committee
    shall have all of the powers of the Board granted herein, including, without
    limitation, the power to amend or terminate the Plan at any time, subject to
    the terms of the Plan and any applicable limitations imposed by law.

        (d) "COMPANY" means Puma Technology, Inc., a Delaware corporation, or
    any successor corporation thereto.

        (e) "COMPENSATION" means, with respect to an Offering Period under the
    Plan, all amounts paid in cash in the forms of base salary, commissions,
    overtime, bonuses, annual awards, other incentive payments, shift premiums,
    and all other compensation paid in cash during such Offering Period before
    deduction for any contributions to any plan maintained by a Participating
    Company and described in Section 401(k) or Section 125 of the Code.
    Compensation shall not include reimbursements of expenses, allowances,
    long-term disability, workers' compensation or any amount deemed received
    without the actual transfer of cash or any amounts directly or indirectly
    paid pursuant to the Plan or any other stock purchase or stock option plan.

        (f) "ELIGIBLE EMPLOYEE" means an Employee who meets the requirements set
    forth in Section 5 for eligibility to participate in the Plan.

        (g) "EMPLOYEE" means a person treated as an employee of a Participating
    Company for purposes of Section 423 of the Code. A Participant shall be
    deemed to have ceased to be an Employee either upon an actual termination of
    employment or upon the corporation employing the Participant ceasing to be a
    Participating Company. For purposes of the Plan, an individual shall not be
    deemed to have

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    ceased to be an Employee while on any military leave, sick leave, or other
    bona fide leave of absence approved by the Company of ninety (90) days or
    less. If an individual's leave of absence exceeds ninety (90) days, the
    individual shall be deemed to have ceased to be an Employee on the ninety-
    first (91st) day of such leave unless the individual's right to reemployment
    with the Participating Company Group is guaranteed either by statute or by
    contract. The Company shall determine in good faith and in the exercise of
    its discretion whether an individual has become or has ceased to be an
    Employee and the effective date of such individual's employment or
    termination of employment, as the case may be. For purposes of an
    individual's participation in or other rights, if any, under the Plan as of
    the time of the Company's determination, all such determinations by the
    Company shall be final, binding and conclusive, notwithstanding that the
    Company or any governmental agency subsequently makes a contrary
    determination.

        (h) "FAIR MARKET VALUE" means, as of any date if on such date the Stock
    is listed on a national or regional securities exchange or market system,
    the closing sale price of a share of Stock (or the mean of the closing bid
    and asked prices of a share of Stock if the Stock is so quoted instead) as
    quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or such
    other national or regional securities exchange or market system constituting
    the primary market for the Stock, as reported in the WALL STREET JOURNAL or
    such other source as the Company deems reliable. If the relevant date does
    not fall on a day on which the Stock has traded on such securities exchange
    or market system, the date on which the Fair Market Value is established
    shall be the last day on which the Stock was so traded prior to the relevant
    date, or such other appropriate day as determined by the Board, in its
    discretion. If, on the relevant date, there is no public market for the
    Stock, the Fair Market Value of a share of Stock shall be as determined by
    the Board.

        (i) "OFFERING" means an offering of Stock as provided in Section 6.

        (j) "OFFERING DATE" means, for any Offering, the first day of the
    Offering Period.

        (k) "OFFERING PERIOD" means a period established in accordance with
    Section 6.1.

        (l) "PARENT CORPORATION" means any present or future "parent
    corporation" of the Company, as defined in Section 424(e) of the Code.

        (m) "PARTICIPANT" means an Eligible Employee who has become a
    participant in an Offering Period in accordance with Section 7 and remains a
    participant in accordance with the Plan.

        (n) "PARTICIPATING COMPANY" means the Company or any Parent Corporation
    or Subsidiary Corporation designated by the Board as a corporation the
    Employees of which may, if Eligible Employees, participate in the Plan. The
    Board shall have the sole and absolute discretion to determine from time to
    time which Parent Corporations or Subsidiary Corporations shall be
    Participating Companies.

        (o) "PARTICIPATING COMPANY GROUP" means, at any point in time, the
    Company and all other corporations collectively which are then Participating
    Companies.

        (p) "PURCHASE DATE" means, for any Purchase Period, the last day of such
    period.

        (q) "PURCHASE PERIOD" means a period determined in accordance with
    Section 6.2.

        (r) "PURCHASE PRICE" means the price at which a share of Stock may be
    purchased under the Plan, as determined in accordance with Section 9.

        (s) "PURCHASE RIGHT" means an option granted to a Participant pursuant
    to the Plan to purchase such shares of Stock as provided in Section 8, which
    the Participant may or may not exercise during the Offering Period in which
    such option is outstanding. Such option arises from the right of a
    Participant to withdraw any accumulated payroll deductions of the
    Participant not previously applied to the purchase of Stock under the Plan
    and to terminate participation in the Plan at any time during an Offering
    Period.

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        (t) "STOCK" means the common stock of the Company, as adjusted from time
    to time in accordance with Section 4.2.

        (u) "SUBSCRIPTION AGREEMENT" means a written agreement in such form as
    specified by the Company, stating an Employee's election to participate in
    the Plan and authorizing payroll deductions under the Plan from the
    Employee's Compensation.

        (v) "SUBSCRIPTION DATE" means the last business day prior to the
    Offering Date of an Offering Period or such earlier date as the Company
    shall establish.

        (w) "SUBSIDIARY CORPORATION" means any present or future "subsidiary
    corporation" of the Company, as defined in Section 424(f) of the Code.

    2.2  CONSTRUCTION.  Captions and titles contained herein are for convenience
only and shall not affect the meaning or interpretation of any provision of the
Plan. Except when otherwise indicated by the context, the singular shall include
the plural and the plural shall include the singular. Use of the term "or" is
not intended to be exclusive, unless the context clearly requires otherwise.

3.  ADMINISTRATION.

    3.1  ADMINISTRATION BY THE BOARD.  The Plan shall be administered by the
Board. All questions of interpretation of the Plan, of any form of agreement or
other document employed by the Company in the administration of the Plan, or of
any Purchase Right shall be determined by the Board and shall be final and
binding upon all persons having an interest in the Plan or the Purchase Right.
Subject to the provisions of the Plan, the Board shall determine all of the
relevant terms and conditions of Purchase Rights; provided, however, that all
Participants granted Purchase Rights shall have the same rights and privileges
within the meaning of Section 423(b)(5) of the Code. All expenses incurred in
connection with the administration of the Plan shall be paid by the Company.

    3.2  AUTHORITY OF OFFICERS.  Any officer of the Company shall have the
authority to act on behalf of the Company with respect to any matter, right,
obligation, determination or election that is the responsibility of or that is
allocated to the Company herein, provided that the officer has apparent
authority with respect to such matter, right, obligation, determination or
election.

    3.3  POLICIES AND PROCEDURES ESTABLISHED BY THE COMPANY.  The Company may,
from time to time, consistent with the Plan and the requirements of Section 423
of the Code, establish, change or terminate such rules, guidelines, policies,
procedures, limitations, or adjustments as deemed advisable by the Company, in
its discretion, for the proper administration of the Plan, including, without
limitation, (a) a minimum payroll deduction amount required for participation in
an Offering, (b) a limitation on the frequency or number of changes permitted in
the rate of payroll deduction during an Offering, (c) an exchange ratio
applicable to amounts withheld in a currency other than United States dollars,
(d) a payroll deduction greater than or less than the amount designated by a
Participant in order to adjust for the Company's delay or mistake in processing
a Subscription Agreement or in otherwise effecting a Participant's election
under the Plan or as advisable to comply with the requirements of Section 423 of
the Code, and (e) determination of the date and manner by which the Fair Market
Value of a share of Stock is determined for purposes of administration of the
Plan.

4.  SHARES SUBJECT TO PLAN.

    4.1  MAXIMUM NUMBER OF SHARES ISSUABLE.  Subject to adjustment as provided
in Section 4.2, the maximum aggregate number of shares of Stock that may be
issued under the Plan shall be Five Hundred Thousand (500,000), cumulatively
increased on August 1, 1999 and each August 1 thereafter until and including
August 1, 2008 by an amount equal to the lesser of (a) Five Hundred Thousand
(500,000) shares or (b) a lesser amount of shares determined by the Board, and
shall consist of authorized but unissued or reacquired shares of Stock, or any
combination thereof. If an outstanding Purchase Right for any reason

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expires or is terminated or canceled, the shares of Stock allocable to the
unexercised portion of that Purchase Right shall again be available for issuance
under the Plan.

    4.2  ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.  In the event of any
stock dividend, stock split, reverse stock split, recapitalization, combination,
reclassification or similar change in the capital structure of the Company, or
in the event of any merger (including a merger effected for the purpose of
changing the Company's domicile), sale of assets or other reorganization in
which the Company is a party, appropriate adjustments shall be made in the
number and class of shares subject to the Plan, the annual increase described in
Section 4.1(a) and each Purchase Right, and in the Purchase Price. If a majority
of the shares of the same class as the shares subject to outstanding Purchase
Rights are exchanged for, converted into, or otherwise become (whether or not
pursuant to an Ownership Change Event) shares of another corporation (the "NEW
SHARES"), the Board may unilaterally amend the outstanding Purchase Rights to
provide that such Purchase Rights are exercisable for New Shares. In the event
of any such amendment, the number of shares subject to, and the Purchase Price
of, the outstanding Purchase Rights shall be adjusted in a fair and equitable
manner, as determined by the Board, in its discretion. Notwithstanding the
foregoing, any fractional share resulting from an adjustment pursuant to this
Section 4.2 shall be rounded down to the nearest whole number, and in no event
may the Purchase Price be decreased to an amount less than the par value, if
any, of the stock subject to the Purchase Right. The adjustments determined by
the Board pursuant to this Section 4.2 shall be final, binding and conclusive.

5.  ELIGIBILITY.

    5.1  EMPLOYEES ELIGIBLE TO PARTICIPATE.  Each Employee of a Participating
Company is eligible to participate in the Plan and shall be deemed an Eligible
Employee, except the following:

        (a) Any Employee who has not completed at least six (6) months of
    continuous employment with the Participating Company Group as of the
    commencement of the applicable Offering Period; or

        (b) Any Employee who is customarily employed by the Participating
    Company Group for twenty (20) hours or less per week.

        (c) Any Employee who is customarily employed by the Participating
    Company Group for not more than five (5) months in any calendar year.

    5.2  EXCLUSION OF CERTAIN STOCKHOLDERS.  Notwithstanding any provision of
the Plan to the contrary, no Employee shall be granted a Purchase Right under
the Plan if, immediately after such grant, the Employee would own or hold
options to purchase stock of the Company or of any Parent Corporation or
Subsidiary Corporation possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of such corporation, as
determined in accordance with Section 423(b)(3) of the Code. For purposes of
this Section 5.2, the attribution rules of Section 424(d) of the Code shall
apply in determining the stock ownership of such Employee.

6.  OFFERINGS.

    6.1  OFFERING PERIODS.  Except as otherwise set forth below, the Plan shall
be implemented by sequential Offerings of approximately twenty-four (24) months
duration (an "OFFERING PERIOD"). The first Offering Period shall commence on
March 1, 1999 and end on February 28, 2001 (the "INITIAL OFFERING PERIOD").
Subsequent Offerings shall commence on the first day of March and September of
each year and end on the last day of the second following February and August,
respectively, occurring thereafter. Notwithstanding the foregoing, the Board may
establish a different duration for one or more Offering Periods or different
commencing or ending dates for such Offering Periods; provided, however, that no
Offering Period may have a duration exceeding twenty-seven (27) months. If the
first or last day of an Offering Period is not a day on which the national
securities exchanges or Nasdaq Stock Market are open for

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trading, the Company shall specify the trading day that will be deemed the first
or last day, as the case may be, of the Offering Period.

    6.2  PURCHASE PERIODS.  Each Offering Period shall consist of four (4)
consecutive Purchase Periods of approximately six (6) months duration, or such
other number or duration as the Board shall determine. The Purchase Period
commencing on the Offering Date of the Initial Offering Period shall end on
August 31, 1999. A Purchase Period commencing on or about March 1 shall end on
or about the last day of the next following August. A Purchase Period commencing
on or about September 1 shall end on or about the last day of the next following
February. Notwithstanding the foregoing, the Board may establish a different
duration for one or more Purchase Periods or different commencing or ending
dates for such Purchase Periods. If the first or last day of a Purchase Period
is not a day on which the national securities exchanges or Nasdaq Stock Market
are open for trading, the Company shall specify the trading day that will be
deemed the first or last day, as the case may be, of the Purchase Period

7.  PARTICIPATION IN THE PLAN.

    7.1  INITIAL PARTICIPATION.  An Eligible Employee may become a Participant
in an Offering Period by delivering a properly completed Subscription Agreement
to the office designated by the Company not later than the close of business for
such office on the Subscription Date established by the Company for such
Offering Period. An Eligible Employee who does not deliver a properly completed
Subscription Agreement to the Company's designated office on or before the
Subscription Date for an Offering Period shall not participate in the Plan for
that Offering Period or for any subsequent Offering Period unless the Eligible
Employee subsequently delivers a properly completed Subscription Agreement to
the appropriate office of the Company on or before the Subscription Date for
such subsequent Offering Period. An Employee who becomes an Eligible Employee
after the Offering Date of an Offering Period shall not be eligible to
participate in that Offering Period but may participate in any subsequent
Offering Period provided the Employee is still an Eligible Employee as of the
Offering Date of such subsequent Offering Period.

    7.2  CONTINUED PARTICIPATION.  A Participant shall automatically participate
in the next Offering Period commencing immediately after the Purchase Date of
each Offering Period in which the Participant participates provided that the
Participant remains an Eligible Employee on the Offering Date of the new
Offering Period and has not either (a) withdrawn from the Plan pursuant to
Section 12.1 or (b) terminated employment as provided in Section 13. A
Participant who may automatically participate in a subsequent Offering Period,
as provided in this Section, is not required to deliver any additional
Subscription Agreement for the subsequent Offering Period in order to continue
participation in the Plan. However, a Participant may deliver a new Subscription
Agreement for a subsequent Offering Period in accordance with the procedures set
forth in Section 7.1 if the Participant desires to change any of the elections
contained in the Participant's then effective Subscription Agreement. Eligible
Employees may not participate simultaneously in more than one Offering.

8.  RIGHT TO PURCHASE SHARES.

    8.1  GRANT OF PURCHASE RIGHT.  Except as set forth below, on the Offering
Date of each Offering Period, each Participant in that Offering Period shall be
granted automatically a Purchase Right consisting of an option to purchase the
lesser of (a) that number of whole shares of Stock determined by dividing Fifty
Thousand Dollars ($50,000) by the Fair Market Value of a share of Stock on such
Offering Date or (b) ten thousand (10,000) shares of Stock. No Purchase Right
shall be granted on an Offering Date to any person who is not, on such Offering
Date, an Eligible Employee.

    8.2  PRO RATA ADJUSTMENT OF PURCHASE RIGHT.  Notwithstanding the provisions
of Section 8.1, if the Board establishes an Offering Period of any duration
other than twenty-four months, then (a) the dollar amount in Section 8.1 shall
be determined by multiplying $2,083.33 by the number of months (rounded to

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the nearest whole month) in the Offering Period and rounding to the nearest
whole dollar, and (b) the share amount in Section 8.1 shall be determined by
multiplying 416.67 shares by the number of months (rounded to the nearest whole
month) in the Offering Period and rounding to the nearest whole share.

    8.3  CALENDAR YEAR PURCHASE LIMITATION.  Notwithstanding any provision of
the Plan to the contrary, no Participant shall be granted a Purchase Right which
permits his or her right to purchase shares of Stock under the Plan to accrue at
a rate which, when aggregated with such Participant's rights to purchase shares
under all other employee stock purchase plans of a Participating Company
intended to meet the requirements of Section 423 of the Code, exceeds
Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or such other
limit, if any, as may be imposed by the Code) for each calendar year in which
such Purchase Right is outstanding at any time. For purposes of the preceding
sentence, the Fair Market Value of shares purchased during a given Offering
Period shall be determined as of the Offering Date for such Offering Period. The
limitation described in this Section shall be applied in conformance with
applicable regulations under Section 423(b)(8) of the Code.

9.  PURCHASE PRICE.

    The Purchase Price at which each share of Stock may be acquired in an
Offering Period upon the exercise of all or any portion of a Purchase Right
shall be established by the Board; provided, however, that the Purchase Price
shall not be less than eighty-five percent (85%) of the lesser of (a) the Fair
Market Value of a share of Stock on the Offering Date of the Offering Period or
(b) the Fair Market Value of a share of Stock on the Purchase Date. Unless
otherwise provided by the Board prior to the commencement of an Offering Period,
the Purchase Price for that Offering Period shall be eighty-five percent (85%)
of the lesser of (a) the Fair Market Value of a share of Stock on the Offering
Date of the Offering Period, or (b) the Fair Market Value of a share of Stock on
the Purchase Date.

10. ACCUMULATION OF PURCHASE PRICE THROUGH PAYROLL DEDUCTION.

    Shares of Stock acquired pursuant to the exercise of all or any portion of a
Purchase Right may be paid for only by means of payroll deductions from the
Participant's Compensation accumulated during the Offering Period for which such
Purchase Right was granted, subject to the following:

    10.1  AMOUNT OF PAYROLL DEDUCTIONS.  Except as otherwise provided herein,
the amount to be deducted under the Plan from a Participant's Compensation on
each payday during an Offering Period shall be determined by the Participant's
Subscription Agreement. The Subscription Agreement shall set forth the
percentage of the Participant's Compensation to be deducted on each payday
during an Offering Period in whole percentages of not less than one percent (1%)
(except as a result of an election pursuant to Section 10.3 to stop payroll
deductions effective following the first payday during an Offering) or more than
ten percent (10%). The Board may change the foregoing limits on payroll
deductions effective as of any future Offering Date. Amounts deducted shall be
reduced by any amounts contributed by the Participant and applied to the
purchase of Company stock pursuant to any other employee stock purchase plan
qualifying under Section 423 of the Code.

    10.2  COMMENCEMENT OF PAYROLL DEDUCTIONS.  Payroll deductions shall commence
on the first payday following the Offering Date and shall continue to the end of
the Offering Period unless sooner altered or terminated as provided herein.

    10.3  ELECTION TO CHANGE OR STOP PAYROLL DEDUCTIONS.  During an Offering
Period, a Participant may elect to increase or decrease the rate of or to stop
deductions from his or her Compensation by delivering to the Company's
designated office an amended Subscription Agreement authorizing such change on
or before the Change Notice Date, as defined below. A Participant who elects,
effective following the first payday of an Offering Period, to decrease the rate
of his or her payroll deductions to zero percent (0%) shall nevertheless remain
a Participant in the current Offering Period unless such Participant withdraws
from the Plan as provided in Section 12.1. The "CHANGE NOTICE DATE" shall be a
date prior to the beginning

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of the first pay period for which such election is to be effective as
established by the Company from time to time and announced to the Participants.
Unless otherwise established by the Company, the Change Notice Date shall be the
seventh (7th) day prior to the end of the first pay period for which such
election is to be effective.

    10.4  ADMINISTRATIVE SUSPENSION OF PAYROLL DEDUCTIONS.  The Company may, in
its sole discretion, suspend a Participant's payroll deductions under the Plan
as the Company deems advisable to avoid accumulating payroll deductions in
excess of the amount that could reasonably be anticipated to purchase the
maximum number of shares of Stock permitted (a) under the Participant's Purchase
Right or (b) during a calendar year under the limit set forth in Section 8.3.
Payroll deductions shall be resumed at the rate specified in the Participant's
then effective Subscription Agreement at the beginning, respectively, of
(a) the next Offering Period, provided that the individual is a Participant in
such Offering Period or (b) the next Offering Period the Purchase Date of which
falls in the following calendar year.

    10.5  PARTICIPANT ACCOUNTS.  Individual bookkeeping accounts shall be
maintained for each Participant. All payroll deductions from a Participant's
Compensation shall be credited to such Participant's Plan account and shall be
deposited with the general funds of the Company. All payroll deductions received
or held by the Company may be used by the Company for any corporate purpose.

    10.6  NO INTEREST PAID.  Interest shall not be paid on sums deducted from a
Participant's Compensation pursuant to the Plan.

    10.7  VOLUNTARY WITHDRAWAL FROM PLAN ACCOUNT.  A Participant may withdraw
all or any portion of the payroll deductions credited to his or her Plan account
and not previously applied toward the purchase of Stock by delivering to the
Company's designated office a written notice on a form provided by the Company
for such purpose. A Participant who withdraws the entire remaining balance
credited to his or her Plan account shall be deemed to have withdrawn from the
Plan in accordance with Section 12.1. Amounts withdrawn shall be returned to the
Participant as soon as practicable after the notice of withdrawal and may not be
applied to the purchase of shares in any Offering under the Plan. The Company
may from time to time establish or change limitations on the frequency of
withdrawals permitted under this Section, establish a minimum dollar amount that
must be retained in the Participant's Plan account, or terminate the withdrawal
right provided by this Section.

11. PURCHASE OF SHARES.

    11.1  EXERCISE OF PURCHASE RIGHT.  On each Purchase Date of an Offering
Period, each Participant who has not withdrawn from the Plan and whose
participation in the Offering has not terminated before such Purchase Date shall
automatically acquire pursuant to the exercise of the Participant's Purchase
Right the number of whole shares of Stock determined by dividing (a) the total
amount of the Participant's payroll deductions accumulated in the Participant's
Plan account during the Offering Period and not previously applied toward the
purchase of Stock by (b) the Purchase Price. However, in no event shall the
number of shares purchased by the Participant during an Offering Period exceed
the number of shares subject to the Participant's Purchase Right. No shares of
Stock shall be purchased on a Purchase Date on behalf of a Participant whose
participation in the Offering or the Plan has terminated before such Purchase
Date.

    11.2  PRO RATA ALLOCATION OF SHARES.  If the number of shares of Stock which
might be purchased by all Participants in the Plan on a Purchase Date exceeds
the number of shares of Stock available in the Plan as provided in Section 4.1,
the Company shall make a pro rata allocation of the remaining shares in as
uniform a manner as practicable and as the Company determines to be equitable.
Any fractional share resulting from such pro rata allocation to any Participant
shall be disregarded.

    11.3  DELIVERY OF CERTIFICATES.  As soon as practicable after each Purchase
Date, the Company shall arrange the delivery to each Participant of a
certificate representing the shares acquired by the Participant

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on such Purchase Date; provided that the Company may deliver such shares to a
broker designated by the Company that will hold such shares for the benefit of
the Participant. Shares to be delivered to a Participant under the Plan shall be
registered in the name of the Participant, or, if requested by the Participant,
in the name of the Participant and his or her spouse, or, if applicable, in the
names of the heirs of the Participant.

    11.4  RETURN OF CASH BALANCE.  Any cash balance remaining in a Participant's
Plan account following any Purchase Date shall be refunded to the Participant as
soon as practicable after such Purchase Date. However, if the cash balance to be
returned to a Participant pursuant to the preceding sentence is less than the
amount that would have been necessary to purchase an additional whole share of
Stock on such Purchase Date, the Company may retain the cash balance in the
Participant's Plan account to be applied toward the purchase of shares in the
subsequent Purchase Period or Offering Period.

    11.5  TAX WITHHOLDING.  At the time a Participant's Purchase Right is
exercised, in whole or in part, or at the time a Participant disposes of some or
all of the shares he or she acquires under the Plan, the Participant shall make
adequate provision for the federal, state, local and foreign tax withholding
obligations, if any, of the Participating Company Group which arise upon
exercise of the Purchase Right or upon such disposition of shares, respectively.
The Participating Company Group may, but shall not be obligated to, withhold
from the Participant's compensation the amount necessary to meet such
withholding obligations.

    11.6  EXPIRATION OF PURCHASE RIGHT.  Any portion of a Participant's Purchase
Right remaining unexercised after the end of the Offering Period to which the
Purchase Right relates shall expire immediately upon the end of the Offering
Period.

    11.7  REPORTS AND STOCKHOLDER INFORMATION TO PARTICIPANTS.  Each Participant
who has exercised all or part of his or her Purchase Right shall receive, as
soon as practicable after the Purchase Date, a report of such Participant's Plan
account setting forth the total payroll deductions accumulated prior to such
exercise, the number of shares purchased, the Purchase Price for such shares,
the date of purchase and the cash balance, if any, remaining immediately after
such purchase that is to be refunded or retained in the Participant's Plan
account pursuant to Section 11.4. The report required by this Section may be
delivered in such form and by such means, including by electronic transmission,
as the Company may determine. In addition, each Participant shall be provided
information concerning the Company equivalent to that information generally made
available to the Company's common stockholders.

12. WITHDRAWAL FROM OFFERING OR PLAN.

    12.1  VOLUNTARY WITHDRAWAL FROM THE PLAN.  A Participant may withdraw from
the Plan by signing and delivering to the Company's designated office a written
notice of withdrawal on a form provided by the Company for such purpose. Such
withdrawal may be elected at any time prior to the end of an Offering Period;
provided, however, that if a Participant withdraws from the Plan after the
Purchase Date of a Purchase Period, the withdrawal shall not affect shares of
Stock acquired by the Participant on such Purchase Date. A Participant who
voluntarily withdraws from the Plan is prohibited from resuming participation in
the Plan in the same Offering from which he or she withdrew, but may participate
in any subsequent Offering by again satisfying the requirements of Sections 5
and 7.1. The Company may impose, from time to time, a requirement that the
notice of withdrawal from the Plan be on file with the Company's designated
office for a reasonable period prior to the effectiveness of the Participant's
withdrawal.

    12.2  AUTOMATIC WITHDRAWAL FROM AN OFFERING.  If the Fair Market Value of a
share of Stock on a Purchase Date of an Offering Period (other than the final
Purchase Date of such offering) is less than the Fair Market Value of a share of
Stock on the Offering Date for such Offering Period, then every Participant
shall automatically be (a) withdrawn from such Offering Period after the
acquisition of shares of Stock on the Purchase Date and (b) enrolled in the new
Offering Period effective on its Offering Date.

                                       8
<PAGE>
A Participant may elect not to be automatically withdrawn from an Offering
Period pursuant to this Section 12.2 by delivering to the Company's designated
office not later than the close of business on Offering Date new Offering Period
a written notice indicating such election.

    12.3  RETURN OF PAYROLL DEDUCTIONS.  Upon a Participant's voluntary
withdrawal from the Plan pursuant to Sections 12.1 or automatic withdrawal from
an Offering pursuant to Section 12.2, the Participant's accumulated payroll
deductions which have not been applied toward the purchase of shares of Stock
(except, in the case of an automatic withdrawal pursuant to Section 12.2, for an
amount necessary to purchase an additional whole share as provided in
Section 11.4) shall be refunded to the Participant as soon as practicable after
the withdrawal, without the payment of any interest, AND the Participant's
interest in the Plan or the Offering, as applicable, shall terminate. Such
accumulated payroll deductions to be refunded in accordance with this Section
may not be applied to any other Offering under the Plan.

13. TERMINATION OF EMPLOYMENT OR ELIGIBILITY.

    Upon a Participant's ceasing, prior to a Purchase Date, to be an Employee of
the Participating Company Group for any reason, including retirement, disability
or death, or the failure of a Participant to remain an Eligible Employee, the
Participant's participation in the Plan shall terminate immediately. In such
event, the payroll deductions credited to the Participant's Plan account since
the last Purchase Date shall, as soon as practicable, be returned to the
Participant or, in the case of the Participant's death, to the Participant's
legal representative, and all of the Participant's rights under the Plan shall
terminate. Interest shall not be paid on sums returned pursuant to this
Section 13. A Participant whose participation has been so terminated may again
become eligible to participate in the Plan by again satisfying the requirements
of Sections 5 and 7.1.

14. CHANGE IN CONTROL.

    14.1  DEFINITIONS.

        (a) An "OWNERSHIP CHANGE EVENT" shall be deemed to have occurred if any
    of the following occurs with respect to the Company: (i) the direct or
    indirect sale or exchange in a single or series of related transactions by
    the stockholders of the Company of more than fifty percent (50%) of the
    voting stock of the Company; (ii) a merger or consolidation in which the
    Company is a party; (iii) the sale, exchange, or transfer of all or
    substantially all of the assets of the Company; or (iv) a liquidation or
    dissolution of the Company.

        (b) A "CHANGE IN CONTROL" shall mean an Ownership Change Event or a
    series of related Ownership Change Events (collectively, the "TRANSACTION")
    wherein the stockholders of the Company immediately before the Transaction
    do not retain immediately after the Transaction, in substantially the same
    proportions as their ownership of shares of the Company's voting stock
    immediately before the Transaction, direct or indirect beneficial ownership
    of more than fifty percent (50%) of the total combined voting power of the
    outstanding voting stock of the Company or the corporation or corporations
    to which the assets of the Company were transferred (the "TRANSFEREE
    CORPORATION(S)"), as the case may be. For purposes of the preceding
    sentence, indirect beneficial ownership shall include, without limitation,
    an interest resulting from ownership of the voting stock of one or more
    corporations which, as a result of the Transaction, own the Company or the
    Transferee Corporation(s), as the case may be, either directly or through
    one or more subsidiary corporations. The Board shall have the right to
    determine whether multiple sales or exchanges of the voting stock of the
    Company or multiple Ownership Change Events are related, and its
    determination shall be final, binding and conclusive.

    14.2  EFFECT OF CHANGE IN CONTROL ON PURCHASE RIGHTS.  In the event of a
Change in Control, the surviving, continuing, successor, or purchasing
corporation or parent corporation thereof, as the case may be (the "ACQUIRING
CORPORATION"), may assume the Company's rights and obligations under the Plan.
If the Acquiring Corporation elects not to assume the Company's rights and
obligations under outstanding

                                       9
<PAGE>
Purchase Rights, the Purchase Date of the then current Purchase Period shall be
accelerated to a date before the date of the Change in Control specified by the
Board, but the number of shares of Stock subject to outstanding Purchase Rights
shall not be adjusted. All Purchase Rights which are neither assumed by the
Acquiring Corporation in connection with the Change in Control nor exercised as
of the date of the Change in Control shall terminate and cease to be outstanding
effective as of the date of the Change in Control.

15. NONTRANSFERABILITY OF PURCHASE RIGHTS.

    A Purchase Right may not be transferred in any manner otherwise than by will
or the laws of descent and distribution and shall be exercisable during the
lifetime of the Participant only by the Participant.

16. COMPLIANCE WITH SECURITIES LAW.

    The issuance of shares under the Plan shall be subject to compliance with
all applicable requirements of federal, state and foreign law with respect to
such securities. A Purchase Right may not be exercised if the issuance of shares
upon such exercise would constitute a violation of any applicable federal, state
or foreign securities laws or other law or regulations or the requirements of
any securities exchange or market system upon which the Stock may then be
listed. In addition, no Purchase Right may be exercised unless (a) a
registration statement under the Securities Act of 1933, as amended, shall at
the time of exercise of the Purchase Right be in effect with respect to the
shares issuable upon exercise of the Purchase Right, or (b) in the opinion of
legal counsel to the Company, the shares issuable upon exercise of the Purchase
Right may be issued in accordance with the terms of an applicable exemption from
the registration requirements of said Act. The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company's legal counsel to be necessary to the lawful issuance and
sale of any shares under the Plan shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to the exercise of a
Purchase Right, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation, and to make any representation or warranty
with respect thereto as may be requested by the Company.

17. RIGHTS AS A STOCKHOLDER AND EMPLOYEE.

    A Participant shall have no rights as a stockholder by virtue of the
Participant's participation in the Plan until the date of the issuance of a
certificate for the shares purchased pursuant to the exercise of the
Participant's Purchase Right (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company). No
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date such certificate is issued, except as
provided in Section 4.2. Nothing herein shall confer upon a Participant any
right to continue in the employ of the Participating Company Group or interfere
in any way with any right of the Participating Company Group to terminate the
Participant's employment at any time.

18. LEGENDS.

    The Company may at any time place legends or other identifying symbols
referencing any applicable federal, state or foreign securities law restrictions
or any provision convenient in the administration of the Plan on some or all of
the certificates representing shares issued under the Plan. The Participant
shall, at the request of the Company, promptly present to the Company any and
all certificates representing shares acquired pursuant to a Purchase Right in
the possession of the Participant in order to carry out the

                                       10
<PAGE>
provisions of this Section. Unless otherwise specified by the Company, legends
placed on such certificates may include but shall not be limited to the
following:

    "THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO
THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER AN EMPLOYEE STOCK
PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY THE
CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE REGISTERED HOLDER
HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN
THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF ANY NOMINEE)."

19. NOTIFICATION OF SALE OF SHARES.

    The Company may require the Participant to give the Company prompt notice of
any disposition of shares acquired by exercise of a Purchase Right within two
years from the date of granting such Purchase Right or one year from the date of
exercise of such Purchase Right. The Company may require that until such time as
a Participant disposes of shares acquired upon exercise of a Purchase Right, the
Participant shall hold all such shares in the Participant's name (or, if elected
by the Participant, in the name of the Participant and his or her spouse but not
in the name of any nominee) until the lapse of the time periods with respect to
such Purchase Right referred to in the preceding sentence. The Company may
direct that the certificates evidencing shares acquired by exercise of a
Purchase Right refer to such requirement to give prompt notice of disposition.

20. NOTICES.

    All notices or other communications by a Participant to the Company under or
in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

21. INDEMNIFICATION.

    In addition to such other rights of indemnification as they may have as
members of the Board or officers or employees of the Participating Company
Group, members of the Board and any officers or employees of the Participating
Company Group to whom authority to act for the Board or the Company is delegated
shall be indemnified by the Company against all reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any right
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however,
that within sixty (60) days after the institution of such action, suit or
proceeding, such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.

22. AMENDMENT OR TERMINATION OF THE PLAN.

    The Board may at any time amend or terminate the Plan, except that (a) such
termination shall not affect Purchase Rights previously granted under the Plan
except as permitted under the Plan, provided that the Board may terminate the
Plan (and any Offerings thereunder) on any Purchase Date if the Board determines
that such termination is in the best interests of the Company and its
stockholders, and (b) no amendment may adversely affect a Purchase Right
previously granted under the Plan (except to the extent

                                       11
<PAGE>
permitted by the Plan or as may be necessary to qualify the Plan as an employee
stock purchase plan pursuant to Section 423 of the Code or to obtain
qualification or registration of the shares of Stock under applicable federal,
state or foreign securities laws). In addition, an amendment to the Plan must be
approved by the stockholders of the Company within twelve (12) months of the
adoption of such amendment if such amendment would authorize the sale of more
shares than are authorized for issuance under the Plan or would change the
definition of the corporations that may be designated by the Board as
Participating Companies. In the event that the Board approves an amendment to
increase the number of shares authorized for issuance under the Plan (the
"ADDITIONAL SHARES"), the Board, in its sole discretion, may specify that such
Additional Shares may only be issued pursuant to Purchase Rights granted after
the date on which the stockholders of the Company approve such amendment, and
such designation by the Board shall not be deemed to have adversely affected any
Purchase Right granted prior to the date on which the stockholders approve the
amendment.

    IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing Puma Technology, Inc. 1998 Employee Stock Purchase Plan was duly
adopted by the Board of Directors of the Company on August 25, 1998.

                                          --------------------------------------
                                          Secretary

                                       12
<PAGE>
                                  PLAN HISTORY

<TABLE>
<S>                    <C>
August 25, 1998......  Board adopts Plan, with an initial reserve of 500,000 shares, to be
                       cumulatively increased on August 1, 1999 and each August 1
                       thereafter until and including August 1, 2008 by up to an additional
                       500,000 shares.

December 9, 1998.....  Stockholders approve the Plan.
</TABLE>

<PAGE>
                             PUMA TECHNOLOGY, INC.
                       1998 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

NAME (Please print):
------------------------------------------------------------------------------

                     (Last)                (First)                (Middle)

    -TM-ERROR! SWITCH ARGUMENT NOT SPECIFIED. Original Application for the
Offering Period beginning

    (date):
------------------------

    -TM-ERROR! SWITCH ARGUMENT NOT SPECIFIED. Change in Payroll Deduction rate
effective with the pay period ending

    (date):
------------------------

    I elect to participate in the 1998 Employee Stock Purchase Plan (the "PLAN")
of Puma Technology, Inc. (the "COMPANY") and to subscribe to purchase shares of
the Company's Common Stock in accordance with this Subscription Agreement and
the Plan.

    I authorize payroll deductions of       percent (in whole percentages not
less than 1%, unless an election to stop deductions is being made) or more than
10%) of my "COMPENSATION" on each payday throughout the "OFFERING PERIOD" in
accordance with the Plan. I understand that these payroll deductions will be
accumulated for the purchase of shares of Common Stock at the applicable
purchase price determined in accordance with the Plan. Except as otherwise
provided by the Plan, I will automatically purchase shares on each "PURCHASE
DATE" unless I withdraw from the Plan by giving written notice on a form
provided by the Company or unless my eligibility or employment terminates.

    I understand that I will automatically participate in each subsequent
Offering that commences immediately after the last day of an Offering in which I
am participating until I withdraw from the Plan by giving written notice on a
form provided by the Company or my eligibility or employment terminates.

    Shares I purchase under the Plan should be issued in the name(s) set forth
below. (Shares may be issued in the participant's name alone or together with
the participant's spouse as community property or in joint tenancy.)

    NAME(S):
--------------------------------------------------------------------------------

    ADDRESS:
--------------------------------------------------------------------------------

    MY SOCIAL SECURITY NUMBER:
------------------------------------------------------------

    I agree to make adequate provision for the federal, state, local and foreign
tax withholding obligations, if any, which arise upon my purchase of shares
under the Plan and/or my disposition of shares. The Company may withhold from my
compensation the amount necessary to meet such withholding obligations.

    I agree that, unless otherwise permitted by the Company, until I dispose of
my shares, I will hold the shares I purchase under the Plan in the name(s)
entered above (and not in the name of any nominee) during a period of at least
two years from the first day of the Offering Period in which, and at least one
year from the Purchase Date on which, I acquired such shares.

    I AGREE THAT I WILL NOTIFY THE CHIEF FINANCIAL OFFICER OF THE COMPANY IN
WRITING WITHIN 30 DAYS AFTER ANY SALE, GIFT, TRANSFER OR OTHER DISPOSITION OF
ANY KIND PRIOR TO THE END OF THE PERIODS REFERRED TO IN THE PRECEDING PARAGRAPH
(A "DISQUALIFYING DISPOSITION") OF ANY SHARES I PURCHASED UNDER THE PLAN. IF I
DO NOT RESPOND WITHIN 30 DAYS OF THE DATE OF A DISQUALIFYING DISPOSITION SURVEY
DELIVERED TO ME BY CERTIFIED MAIL, THE COMPANY IS AUTHORIZED TO TREAT MY
NONRESPONSE AS MY NOTICE TO THE COMPANY OF A DISQUALIFYING DISPOSITION AND TO
COMPUTE AND REPORT TO THE INTERNAL REVENUE SERVICE THE ORDINARY INCOME I MUST
RECOGNIZE UPON SUCH DISQUALIFYING DISPOSITION.

    I am familiar with the provisions of the Plan and agree to participate in
the Plan subject to all of its provisions. I understand that the Board of
Directors of the Company reserves the right to terminate the Plan or to amend
the Plan and my right to purchase stock under the Plan to the extent provided by
the Plan. I understand that the effectiveness of this Subscription Agreement is
dependent upon my eligibility to participate in the Plan.

Date:
------------------------      Signature:
-------------------------------------------------------
<PAGE>
                             PUMA TECHNOLOGY, INC.
                       1998 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL

NAME (Please print):
------------------------------------------------------------------------------

                     (Last)                (First)                (Middle)

    I hereby elect to withdraw from the Puma Technology, Inc. 1998 Employee
Stock Purchase Plan (the "PLAN") and/or from the Offering under the Plan which
began on (date)             and in which I am currently participating (the
"CURRENT OFFERING").

      ELECT EITHER A OR B BELOW:
<TABLE>
<S>         <C>      <C>
   -TM-        A.

                      I request that the Company cease all further payroll deductions from my Compensation
                      under the Plan (provided that I have given sufficient notice prior to the next payday).
                      I request that all payroll deductions credited to my account under the Plan (if any) not
                      previously used to purchase shares under the Plan shall NOT be used to purchase shares
                      on the next Purchase Date of the Current Offering. Instead, I request that all such
                      amounts be paid to me as soon as practicable. I understand that this election
                      immediately terminates my interest in the Current Offering and in the Plan.

  -TM-        B.      I elect to terminate my participation in the Plan following my purchase of shares on
                      next Purchase Date of the Current Offering.

                      I request that the Company cease all further payroll deductions from my Compensation
                      under the Plan (provided that I have given sufficient notice prior to the next payday).
                      I request that all payroll deductions credited to my account under the Plan (if any) not
                      previously used to purchase shares under the Plan shall be used to purchase shares on
                      the next Purchase Date of the Current Offering to the extent permitted by the Plan. I
                      understand that this election will terminate my interest in the Plan immediately
                      following such purchase. I request that any cash balance remaining in my account under
                      the Plan after my purchase of shares be paid to me as soon as practicable.

<CAPTION>
   -TM-     I elect to terminate immediately my participation in the Current Offering and in the Plan.
<S>          <C>
</TABLE>

    I understand that by making this election I am terminating my interest in
the Plan and that no further payroll deductions will be made (provided that I
have given sufficient notice prior to the next payday) unless I elect in
accordance with the Plan to become a participant in another Offering under the
Plan by filing a new Subscription Agreement with the Company.

Date:
------------------------      Signature:
-------------------------------------------------------