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                                                                    EXHIBIT 10.1

                           PlusFactor Software, Inc.

                            1997 Stock Option Plan
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                     As Adopted Effective October 13, 1997

          1.  Purpose.
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              (a)  The purpose of the PlusFactor Software, Inc. (formerly,
Network Innovations, Inc.) (formerly, PlusFactor Software, Inc.) 1997 Stock
Option Plan (the "Plan") is to provide a means whereby selected eligible
employees and officers and directors of and consultants to PlusFactor Software,
Inc., a Delaware corporation (the "Company"), and its Affiliates, if any, as
defined below, may be given a favorable opportunity to acquire common stock of
the Company (the "Common Stock"), thereby encouraging such persons to accept or
continue a qualifying relationship with the Company; increasing the interest of
such persons in the Company's welfare through participation in the growth and
value of the Common Stock; and furnishing such persons with an incentive to
improve operations and increase profits of the Company. The terms "Affiliate" or
"Affiliates" as used in the Plan shall mean any parent corporation or subsidiary
corporation of the Company, as those terms are defined in Sections 424(e) and
(f) of the Internal Revenue Code of 1986, as amended (the "Code").

              (b)  To accomplish the foregoing objectives, this Plan provides a
means whereby employees, directors, and consultants may receive options to
purchase Common Stock.

          2.  Stock Options.  Stock options granted pursuant to the Plan may, at
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the discretion of the Board of Directors of the Company, be granted either as an
Incentive Stock Option ("ISO") or as a Nonstatutory Stock Option ("NSO").  An
ISO shall mean an option described in Section 422 of the Code.  An NSO shall
mean any option not meeting the requirements of Section 422 of the Code.  An
option designated as an NSO will not be treated as an ISO.

          3.  Administration.  The Board of Directors (the "Board"), whose
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authority shall be plenary, shall administer the Plan, unless and until such
time as the Board delegates administration of the Plan pursuant to subsection
3(b), below.

              (a)  The Board, whose determinations shall be conclusive, shall
have the power, subject to and within the limits of the express provisions of
the Plan:

                   (i)  To grant options pursuant to the Plan.

                  (ii)  To determine from time to time which of the eligible
persons described in Section 5, below, shall be granted options under the Plan,
the number of shares for which each option shall be granted, the term of each
granted option and the time or times during the term of each option within which
all or portions of each option may be exercised (which at the Board's discretion
may be accelerated, if allowed under applicable law).
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                 (iii)  To construe and interpret the Plan and options granted
under it and to establish, amend, and revoke rules and regulations for its
administration. The Board, in the exercise of this power, shall generally
determine all questions of policy and expediency that may arise and may correct
any defect, omission or inconsistency in the Plan or in any option agreement
with respect to the Plan in a manner and to the extent it shall deem necessary
or expedient to make the Plan fully effective.

                  (iv)  To grant options in exchange for cancellation of options
granted earlier at different exercise prices; provided, however, nothing
contained herein shall empower the Board to grant an ISO under conditions or
pursuant to terms that are inconsistent with the requirements of subsection
4(b), below, or Section 422 of the Code.

                   (v)  To prescribe the terms and provisions of each option
granted (which need not be identical) and the form of written instrument that
shall constitute the option agreement.

                  (vi)  To amend the Plan as provided in Section 11 below.

                 (vii)  Generally, to exercise such powers and to perform such
acts as are deemed necessary or expedient to promote the best interests of the
Company.

                (viii)  To take appropriate action to cause any option granted
hereunder to cease to be an ISO; provided, however, no such action may be taken
by the Board without the written consent of the affected optionee.

              (b)  The Board may, by resolution, delegate administration of the
Plan (including, without limitation, the Board's powers under subsection 3(b)
above) to a committee acting under the authority of the Board. In the event that
the Company has registered any equity security under Section 12 of the
Securities and Exchange Act of 1934, as amended (the "Act"), such committee
shall consist of not less than two (2) members of the Board each of whom shall
be a "disinterested person" and an "outside director." A member of the Board is
a "disinterested person" if at the time he exercises discretion in administering
the Plan he is not eligible and has not at any time within one year prior
thereto been eligible for selection as a person to whom stock may be allocated
or to whom stock options or stock appreciation rights may be granted pursuant to
the Plan or any other plan of the Company (or Affiliate) entitling the
participants therein to acquire stock, stock options or stock appreciation
rights of the Company or (Affiliate), or if he otherwise satisfies the
requirements of a "disinterested person" within the meaning of Rule 16b-3 of the
Act. A member of the Board is an "outside director" if he is not a current
employee of the Corporation (or Affiliate), is not a former employee of the
Corporation (or Affiliate) who is receiving compensation for prior services, was
not an officer of the Corporation (or Affiliate) at any time, and currently is
not receiving compensation for personal services to the Corporation (or
Affiliate) in any capacity other than as a member of the Board, or if he
otherwise satisfies the requirements of an "outside director" as such term is
defined for purposes of Section 162(m) of the Code. The Board shall have
complete discretion to determine the composition, structure, form, term and
operation of any committee established to administer the Plan. The Board at any
time may revest in the Board the administration of the Plan.

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          4.  Shares Subject to Plan and to Option.
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              (a)  Subject to the provisions of Section 10, below (relating to
adjustments upon changes in stock), the stock which may be sold pursuant to
options granted under the Plan shall not exceed in the aggregate five hundred
thousand (500,000) shares of the Company's authorized Common Stock and may be
unissued shares, reacquired shares, or shares bought on the market for the
purpose of issuance under the Plan.  If any options granted under the Plan shall
for any reason terminate or expire without having been exercised in full, the
stock not purchased under such options shall be available again for the purpose
of the Plan.

              (b)  If the aggregate fair market value of stock with respect to
which ISOs are exercisable for the first time by any individual during any
calendar year exceeds the amount provided in Section 422(d) of the Code, such
options representing stock in excess of the Section 422(d) annual limitation
shall be deemed to be a grant of an NSO to the extent of such excess.

          5.  Eligibility.
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              (a)  All employees of the Company and its Affiliates are eligible
to receive ISOs and only employees of the Company and its Affiliates may be
granted ISOs. Directors of the Company who are not also employees of the Company
shall not be eligible for ISOs, but are eligible for NSOs. Employees and
independent contractors shall also be eligible for NSOs.

              (b)  No option issued under the Plan may be granted to a person
who, at the time such option would be granted, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of
outstanding capital stock of the Company or any of its Affiliates unless the
option price is at least one hundred percent (100%) in the case of an NSO, one
hundred ten percent (110%) in the case of an ISO, of the fair market value of
the stock subject to the option and such option by its terms is not exercisable
after five (5) years from the date such option is granted. Any employee may hold
more than one (1) option at any time. For purposes of this subsection 5(b), in
determining stock ownership, an optionee shall be considered as owning the
voting capital stock owned, directly or indirectly, by or for his brothers and
sisters, spouse, ancestors and lineal descendants. Voting capital stock owned,
directly or indirectly, by or for a corporation, partnership, estate or trust
shall be considered as being owned proportionately by or for its stockholders,
partners or beneficiaries, as applicable. Common Stock with respect to which any
such optionee holds an option shall not be counted. Additionally, for purposes
of this subsection 5(b), outstanding capital stock shall include all capital
stock actually issued and outstanding immediately after the grant of the option
to the optionee. Outstanding capital stock shall not include capital stock
authorized for issue under outstanding options held by the optionee or by any
other person.

          6.  Terms of Options.  Options granted pursuant to the Plan need not
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be identical, but each option shall be granted within ten (10) years from the
date the Plan is adopted by the Board or approved by the stockholders, whichever
is earlier, shall specify the number of shares to which it pertains and shall be
subject to the following terms and conditions:

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              (a)  The purchase price of each option shall be determined by the
administrator of the Plan at the time the option is granted, but shall in no
event, except as otherwise set forth in Section 5, above, be less than eighty-
five percent (85%) in the case of an NSO, or one hundred percent (100%) in the
case of an ISO, of the fair market value of the stock subject to the option on
the date the option is granted. For all purposes of the Plan, the fair market
value of the Common Stock shall be, if the Stock is publicly traded, its closing
bid price on NASDAQ or the over-the-counter market, or if is traded on another
exchange, the last price at which it traded on such exchange. If the stock is
not publicly traded, the fair market value shall be such value as is determined
in good faith by the Board of Directors by taking into consideration the
following factors: the Company's net worth, prospective earning power and
dividend-paying capacity, and other relevant factors. "Other relevant factors"
include the goodwill of the business; the economic outlook in the particular
industry; the Company's position in the industry and its management; the degree
of control of the business represented by the block of stock to be valued; and
the values of securities of corporations engaged in the same or similar lines of
business which are listed on a stock exchange. In addition to the relevant
factors described above, consideration shall also be given to non-operating
assets, including proceeds of life insurance policies payable to or for the
benefit of the Company, to the extent such non-operating assets have not been
taken into account in the determination of net worth, prospective earning power,
and dividend-earning capacity.

              (b)  Except as otherwise set forth in Section 5, above, the term
of any option shall not be greater than ten (10) years from the date it was
granted.

              (c)  An option by its terms, shall not be transferable otherwise
than by will or the laws of descent and distribution and may be exercisable,
during the lifetime of the option holder, only by the individual to whom the
option is granted. Notwithstanding the above, if an employee is determined to be
incompetent by a court of proper jurisdiction, his legal representative may
exercise the option on his behalf.

              (d)  Each option shall become exercisable on an annual basis as to
not less than twenty percent (20%) of the total number of shares subject
thereto.

              (e)  Options under the Plan may be exercised by a participant
regardless of whether he is employed by the Company or an Affiliate at the time
of exercise.

              (f)  Upon the termination of a participant's employment (defined
as the date the participant is no longer employed by either the Company or any
of its Affiliates), his rights to exercise an option then held by him shall be
only as follows:

                   (i)  If a participant's employment is terminated for any
reason other than death or disability of the participant, he may, within not
more than three (3) months following such termination, or within such longer
period as the Board may fix, exercise the option to the extent such option was
exercisable by the participant on the date of termination of his employment, or
to the extent otherwise specified by the Board, which may so specify at a time
that is subsequent to the date of the termination of his employment, provided
that the date of exercise is in no event after the expiration of the term of the
option. However, if the participant's employment is terminated due to Disability
(within the meaning of Section 22(e) of the Code) of the participant, then this

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paragraph 6(f)(i) shall apply to such participant by substituting twelve (12)
months for three (3) months.

                  (ii)  If a participant's employment is terminated by death,
his estate shall have the right for a period of not more than twelve (12) months
following the date of death, or for such longer period as the Board may fix, to
exercise the option to the extent the participant was entitled to exercise such
option on the date of death, or to the extent otherwise specified by the Board,
which may so specify, at a time that is subsequent to the date of death,
provided the actual date of exercise is in no event after the expiration of the
term of the option. A participant's estate shall mean his legal representative
or any person who acquires the right to exercise an option by reason of the
participant's death.

              (g)  Options may also contain such other provisions, which shall
not be inconsistent with any of the foregoing terms, as the Board shall deem
appropriate. No option, however, nor anything contained in the Plan, shall
confer upon any employee any right to continue in the employ of the Company (or
Affiliate) nor limit in any way the right of the Company (or Affiliate) to
terminate his employment at any time.

              (h)  In the event of a dissolution or liquidation of the Company,
a merger in which the Company is not the surviving corporation, a transaction in
which 100% of the then outstanding voting stock is sold or otherwise
transferred, or the sale of substantially all of the assets of the Company, any
or all outstanding options shall, notwithstanding any contrary terms of the
grant, accelerate and become exercisable in full at least ten days prior to (and
shall expire on) the consummation of such dissolution, liquidation, merger, sale
of stock or sale of assets on such conditions as the Board of Directors shall
determine unless the successor corporation assumes the outstanding options or
substitutes substantially equivalent options. The aggregate fair market value
(determined at the time an option is granted) of stock with respect to ISOs
which first become exercisable in the year of such dissolution, liquidation,
merger, sale of stock or sale of assets cannot exceed $100,000. Any remaining
accelerated ISOs shall be NSOs.

          7.  Payments and Loans Upon Exercise.
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              (a)  The purchase price of stock sold pursuant to an option shall
be paid either in full in cash or by certified check at the time the option is
exercised or to the extent permitted under the applicable provisions of the
Delaware General Corporation Law, pursuant to any deferred payment arrangement
that the Board in its discretion may approve; provided, however, that any
interest to be paid by an optionee in connection with any such deferred payment
arrangement shall be charged interest at the applicable federal rate as defined
in Section 1274(d) of the Code.

              (b)  The Company may make loans or guarantee loans made by an
appropriate financial institution to individual optionees, including officers,
on such terms as may be approved by the Board for the purpose of financing the
exercise of options granted under the Plan and the payment of any taxes that may
be due by reason of such exercise.

              (c)  In addition, if and to the extent authorized by the Board,
optionees may make all or any portion of any payment due to the Company upon
exercise of an option by delivery of any

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property (including securities of the Company) other than cash, so long as such
property constitutes valid consideration for the stock under applicable law.

              (d)  Where the Company has or will have a legal obligation to
withhold taxes relating to the exercise of any stock option, such option may not
be exercised, in whole or in part, unless such tax obligation is first satisfied
in a manner satisfactory to the Company.

          8.  Use of Proceeds from Stock.  Proceeds from the sale of stock
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pursuant to options granted under the Plan shall be used for general corporate
purposes.

          9.  Stock Transfer Restrictions; Repurchase Provisions.  Stock issued
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pursuant to the exercise of options granted under the Plan shall be subject to
those stock transfer restrictions and repurchase provisions which shall be set
forth in a Stock Restriction Agreement (the "Agreement"), substantially in the
form attached hereto as Exhibit A.  Each individual shall be required to execute
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the Agreement prior to receiving his shares.

          10.  Adjustments of and Changes in the Stock.  Subject to the
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provisions set forth in subsection 6(h), above, in the event the shares of
Common Stock of the Company, as presently constituted, shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares, or otherwise), or if the number of shares of Common Stock of the Company
shall be increased through the payment of a stock dividend, then there shall be
substituted for or added to each share of Common Stock of the Company
theretofore appropriated or thereafter subject or which may become subject to an
option under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock of the Company
shall be so changed, or for which each such share shall be exchanged or to which
each such share shall be entitled, as the case may be.  Outstanding options
shall also be amended as to price and other terms if necessary to reflect the
foregoing events.  In the event there shall be any other change in the number or
kind of the outstanding shares of Common Stock of the Company, or of any stock
or other securities into which such Common Stock shall have been changed, or for
which it shall have been exchanged, then if the Board of Directors shall, in its
sole discretion, determine that such change equitably requires an adjustment in
any option theretofore granted or which may be granted under the Plan, such
adjustment shall be made in accordance with such determination.  No right to
purchase fractional shares shall result from any adjustment in options pursuant
to this Section 10.  In case of any such adjustment, the shares subject to the
option shall be rounded down to the nearest whole share.  Notice of any
adjustment shall be given by the Company to each holder of an option which shall
have been so adjusted and such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of the Plan.

          11.  Amendment of the Plan.  The Board at any time and from time to
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time, may amend the Plan, subject to the limitation, however, that, except as
provided in Section 10 (relating to adjustments upon changes in stock), no
amendment shall be effective, unless approved, within twelve (12) months before
or after the date of such amendment's adoption, by the vote or written consent
of a majority of the outstanding shares of the Company entitled to vote, where
such amendment will:

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              (a)  increase the number of shares reserved for options under the
Plan;

              (b)  materially modify the requirements of Section 5 as to
eligibility for participation in the Plan; or

              (c)  materially increase the benefits accruing to participants
under the Plan.

          It is expressly contemplated that the Board may amend the Plan in any
respect necessary to provide the Company's employees with the maximum benefits
provided or to be provided under Section 422 of the Code and the regulations
promulgated thereunder relating to employee incentive stock options and/or to
bring the plan or options granted under it into compliance therewith.

          Rights and obligations under any option granted before any amendment
of the Plan shall not be altered or impaired by amendment of the Plan, except
with the consent, which may be obtained in any manner deemed by the Board to be
appropriate, of the person to whom the option was granted.

          12.  Termination or Suspension of the Plan.  The Board at any time may
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suspend or terminate the Plan.  The Plan, unless sooner terminated, shall
terminate at the end of ten (10) years from the date the Plan is adopted by the
Board or approved by the stockholders of the Company, whichever is earlier.  An
option may not be granted under the Plan while the Plan is suspended or after it
is terminated.

          Rights and obligations under any option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the option was granted,
which may be obtained in any manner that the Board deems appropriate.

          13.  Time of Granting Options.  The date of grant of an option
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hereunder shall, for all purposes, be the date on which the Board (or committee
under authority of the Board) makes the determination granting such option.

          14.  Listing, Qualification or Approval of Stock; Approval of Options.
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All options granted under the Plan are subject to the requirement that if at any
time the Board shall determine in its discretion that the listing or
qualification of the shares of stock subject thereto on any securities exchange
or under any applicable law, or the consent or approval by any governmental
regulatory body or the stockholders of the Company, is necessary or desirable as
a condition of or in connection with the issuance of shares under the option,
the option may not be exercised in whole or in part, unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any condition not acceptable to the Board.

          15.  Binding Effect of Conditions.  The conditions and stipulations
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hereinabove contained or in any option granted pursuant to the Plan shall be and
constitute a covenant running with all of the shares of the Company owned by the
participant at any time, directly or indirectly whether the same have been
issued or not, and those shares of the Company owned by the participant shall
not be sold, assigned or transferred by any person save and except in accordance
with the terms and conditions herein provided, and the participant shall agree
to use his best efforts to cause the officers of the Company to refuse to record
on the books of the Company any assignment or transfer made or

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attempted to be made, except as provided in the Plan and to cause said officers
to refuse to cancel old certificates or to issue or deliver new certificates
therefor where the purchaser or assignee has acquired certificates for the stock
represented thereby, except strictly in accordance with the provisions of this
Plan.

          16.  Effective Date of Plan.  The Plan shall become effective as
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determined by the Board but no options granted under it shall be exercisable
until the Plan has been approved by the vote or written consent of the holders
of a majority of the outstanding shares of the Company entitled to vote.  If
such stockholder approval is not obtained within twelve (12) months before or
after the date of the Board's adoption of the Plan, then all options previously
granted under the Plan shall terminate, and no further options shall be granted
and no shares shall be issued.  Subject to such limitation, the Board may grant
options under the Plan at any time after the effective date and before the date
fixed herein for termination of the Plan.

          17.  Gender.  The use of any gender specific pronoun or similar term
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is intended to be without legal significance as to gender.

          18.  Financial Reports.  The Company shall provide financial and other
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information regarding the Company, on an annual or more frequent basis, to each
individual holding an outstanding option under the Plan as required under
applicable law.

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