EXHIBIT 10.44


                          COOPERATIVE COMPUTING HOLDING
                                  COMPANY, INC.
                              AMENDED AND RESTATED
                             STOCK OPTION BONUS PLAN
1.   PURPOSE.

     Cooperative Computing Holding Company, Inc., a Delaware corporation
(herein, together with its successors, referred to as the "COMPANY"), by means
of this Amended and Restated Stock Option Bonus Plan (the "PLAN"), desires to
provide its Employees a bonus upon exercise of their Options in connection with
a Change of Control under the terms and conditions described herein.  Certain
definitions used herein are defined in SECTION 10 of this Plan.

     The amounts payable as described in SECTION 3 (the "BONUSES") are a matter
of separate inducement and are not in lieu of any salary or other compensation
for services.

2.   ADMINISTRATION.

     The Plan shall be administered by the Board of Directors of the Company
(the "BOARD").  The Board shall have plenary authority to prescribe, amend,
modify, and rescind rules and regulations relating to the Plan and make all
determinations permitted or deemed necessary, appropriate, or advisable for the
administration of the Plan, interpret any Plan provision, perform all other
acts, exercise all other power, and establish any other procedures determined by
the Board to be necessary, appropriate, or advisable in administering the Plan.
Any act of the Board, including interpretations of the provisions of the Plan
and determinations under the Plan, made in good faith, shall be final,
conclusive and binding on all parties.  The Board may delegate to one or more of
its members, or to one or more agents, such administrative duties as it may deem
advisable, and the Board or any Person to whom it has delegated duties as
aforesaid may employ one or more Persons to render advice with respect to any
responsibility the Board or such Person may have under the Plan; PROVIDED,
HOWEVER, that any such delegation shall be in writing.  The Board may employ
attorneys, consultants, accountants, or other Persons and the Board, the
Company, and its officers and directors shall be entitled to rely upon the
advice, opinions, or valuations of any such Persons.  No member or agent of the
Board shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan and all members and
agents of the Board shall be fully protected by the Company in respect of any
such action, determination, or interpretation.

3.   BONUS PAYMENT.

     Subject to the other terms and conditions of the Plan, each Employee that
exercises an Option (or, if applicable, receives cash or substitute options in
lieu thereof) in connection with a Change of Control, will be entitled to
receive within three business days following such Change of Control a payment in
an amount equal to such Employee's pro rata share of the Available Bonus Amount,
which shall be determined by dividing the total number of shares being issued
(or deemed issued) on exercise of such Employee's Options in connection with
such Change of Control by the aggregate number of shares for which all
Employees' Options are exercisable in connection with such Change of Control.
The Bonuses payable hereunder shall be made in cash or, at the discretion of the
Board, in whole or in part in the form of the securities or non-cash
consideration being paid in connection with such Change of Control and subject
to the same terms and conditions generally applicable thereto.  Any non-cash
consideration to be paid as a Bonus shall be valued as its fair market value, as
determined in good faith by the Board based upon the value ascribed to such
consideration for the purposes of such Change of Control.

4.   ASSIGNMENT OR TRANSFER; TERMINATION OF EMPLOYMENT.

     The right to receive a Bonus is personal to Employees of the Company who
are Employees as of the date of the Change of Control that results in the
payment of such Bonus, and such right may not be transferred, assigned, pledged
or hypothecated (except in connection with the transfer of the underlying Option
in accordance with the terms of the Option Plans) by any Participant, whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.

5.   WITHHOLDING TAXES.

     Notwithstanding anything to the contrary contained herein, no payment of a
Bonus shall be made to a Participant prior to such Participant authorizing the
Company and/or any Related Entity by which the Participant is employed, as
applicable, on a form provided by the Company, to withhold from any cash
compensation, including the Bonus, paid to the Participant or on the
Participant's behalf, an amount sufficient to discharge any federal, state, and
local taxes imposed on the Company or the Related Entity by which the
Participant is employed, and which otherwise has not been reimbursed by the
Participant, in respect of the payment of a Bonus to such Participant.

6.   COSTS AND EXPENSES.

     The costs and expenses of administering the Plan shall be borne by the
Company and shall not be charged against any Participant.

7.   FUNDING OF PLAN.

     The Plan shall be unfunded.  The Company shall not be required to make any
segregation of assets to assure the payment of any Bonus under the Plan.

8.   OTHER INCENTIVE PLANS.

     The adoption of the Plan does not preclude the adoption by appropriate
means of any other incentive plan for employees.

9.   EFFECT ON EMPLOYMENT.

     Nothing contained in the Plan or any agreement related hereto or referred
to herein shall affect, or be construed as affecting, the terms of employment of
any Employee except to the extent specifically provided herein or therein.
Nothing contained in the Plan or any agreement related hereto or referred to
herein shall impose, or be construed as imposing, an obligation on (i) the
Company or any Related Entity to continue the employment of any Employee, and
(ii) any Employee to remain in the employ of the Company or any Related Entity.

10.  DEFINITIONS.

     In addition to the terms specifically defined elsewhere in the Plan, as
used in the Plan, the following terms shall have the respective meanings
indicated:

     "ADDITIONAL AMOUNTS" shall mean the aggregate Additional Amounts (as
     defined in the Company's Certificate of Incorporation) payable or paid in
     respect of the Class A Common Stock.

     "AFFILIATE" shall mean, as to any Person, a Person that directly, or
     indirectly through one or more intermediaries, controls, or is controlled
     by, or is under common control with, such Person.

     "AVAILABLE BONUS AMOUNT" shall mean the lesser of (a) the Additional
     Amounts multiplied by a fraction, the numerator of which is the total
     number of shares being issued (or deemed issued) on exercise of all Options
     in connection with a Change of Control, and the denominator of which is the
     total number of shares of Common Stock issued and outstanding immediately
     prior to the consummation of such Change of Control (without giving effect
     to the exercise of any Options in connection with such Change of Control)
     and (b) the amount obtained by multiplying the net proceeds from the Change
     of Control, as determined by the Board following the deduction of all
     amounts it deems necessary or appropriate (including, but not limited to,
     costs, fees, and expenses incurred in connection with such Change of
     Control; Federal, state, and local taxes paid or reasonably estimated to be
     payable as a result of the Change of Control; the payment of all amounts
     owing in respect of the Class A Common Stock (excluding the Additional
     Amounts payable in respect thereof); and all repayments of Company
     indebtedness in connection with such Change of Control, net of any
     available cash and cash obtained from the exercise of Options used for the
     repayment of such indebtedness), by a fraction, the numerator of which is
     the total number of shares of Common Stock being issued (or deemed issued)
     on exercise of all Participants' Options in connection with such Change of
     Control, and the denominator of which is the total number of shares of
     Common Stock issued and outstanding immediately prior to the consummation
     of the Change of Control (on a fully-diluted basis after giving effect to
     the exercise (or deemed exercise) of all Options in connection with such
     Change of Control).  Nothing in this definition is intended to give an
     Option holder greater value for shares of Common Stock received by such
     holder upon exercise of such Option than a holder of Common Stock receives,
     except for the elimination of the dilution caused by the accretion of the
     Class A Common Stock.  This definition is simply intended to mirror the
     calculation of equity value.

     "BOARD" shall have the meaning set forth in SECTION 2 hereof.

     "BONUSES" shall have the meaning set forth in SECTION 3 hereof.

     "CHANGE OF CONTROL" shall mean the first to occur of the following events:
     (i) any sale, lease, exchange, or other transfer (in one transaction or
     series of related transactions) of all or substantially all of the assets
     of the Company to any Person or group of related Persons as determined
     pursuant to Section 13(d) of the Exchange Act and the regulations and
     interpretations thereunder (a "GROUP") other than one or more members of
     the HMC Group, or (ii) the acquisition by any Person or Group other than
     one or more members of the HMC Group of the power, directly or indirectly,
     to vote or direct the voting of securities having more than 50% of the
     ordinary voting power for the election of directors of the Company.

     "CLASS A COMMON STOCK" shall mean the Company's Class A Common Stock, par
     value $.000125 per share.

     "COMMON STOCK" shall mean the Company's Common Stock, par value $0.01 per
     share.

     "COMPANY" shall have the meaning set forth in SECTION 1 hereof.

     "EMPLOYEE" shall mean, unless otherwise determined by the Board, any
     employee of the Company or any Related Entity who is regularly employed on
     the date of the Change of Control or any person holding a stock option on
     the date of the Change of Control granted pursuant to an Option Plan .

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended,
     and the rules and regulations promulgated thereunder.

     "HMC GROUP" shall mean Hicks, Muse, Tate & Furst Incorporated, its
     Affiliates, and their respective employees, officers, partners and
     directors (and members of their respective families and trusts for the
     primary benefit of such family members).

     "IPO" shall mean a firm commitment underwritten public offering of Common
     Stock pursuant to a prospectus, registration statement or similar document
     under the Securities Act or equivalent laws of appropriate jurisdiction,
     where such shares of Common Stock are listed on at least one of the New
     York Stock Exchange, the American Stock Exchange or authorized to be quoted
     and/or traded on the NASDAQ Stock Market.

     "OPTION PLANS" shall mean, except as determined otherwise by the Board, the
     Company's 1998 Stock Option Plan, the Amended and Restated 2000 Stock
     Option Plan for Key Employees, and the 2001 Broad-Based Stock Option Plan.

     "OPTIONS" shall mean, except as determined otherwise by the Board, the
     stock options granted pursuant to the Company's Option Plans prior to the
     date of adoption of the Plan.

     "PARTICIPANT" shall mean an Employee that is entitled to receive a Bonus
     pursuant to SECTION 3.

     "PERSON" shall mean any person or entity of any nature whatsoever,
     specifically including an individual or a firm, company, corporation,
     partnership, trust, or other entity.

     "PLAN" shall have the meaning set forth in SECTION 1 hereof.

     "RELATED ENTITY" shall mean any direct or indirect subsidiary or parent
     corporation of the Company now existing or hereafter formed or acquired.

     "TERM" shall have the meaning set forth in SECTION 12 hereof.

11.  AMENDMENT; TERMINATION.

     The Board of Directors shall have the right to amend, modify, suspend or
terminate the Plan at any time without the consent or joinder of any Participant
or other Person.

12.  EFFECTIVE DATE.

     The Plan shall be effective as of May 1, 2001.  The Plan shall
automatically terminate on the earliest to occur of (i) the tenth anniversary of
the date of adoption of the Plan, (ii) the consummation of an IPO, or (iii) the
occurrence of a Change of Control and the payment of all amounts required to be
paid pursuant to the plan, unless sooner terminated by the Board (the "TERM").