Exhibit 4.1


                         SOFTWORKS, Inc.
               1999 Stock Option Plan, as amended


SECTION 1.  GENERAL PROVISIONS

1.1.  Name and General Purpose

     The name of this plan is the SOFTWORKS, Inc. 1999 Stock
Option Plan (hereinafter called the "1999 Plan").  The 1999 Plan
is intended to be a broadly-based incentive plan which enables
SOFTWORKS Inc. (the "Company") and its subsidiaries and
affiliates to foster and promote the interests of the Company by
attracting and retaining directors, officers and employees of,
and consultants to, the Company who contribute to the Company's
success by their ability, ingenuity and industry, to enable such
directors, officers, employees and consultants to participate in
the long-term success and growth of the Company by giving them a
proprietary interest in the Company and to provide incentive
compensation opportunities competitive with those of competing
corporations.

1.2  Definitions

     a.  "Affiliate" means any person or entity controlled by or
under common control with the Company, by virtue of the ownership
of voting securities, by contract or otherwise.

     b.  "Board" means the Board of Directors of the Company.

     c.  "Change in Control" means a change of control of the
Company, or in any
person directly or indirectly controlling the Company, which
shall mean:

     (i)  any person who is not currently such becomes the
beneficial owner, directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of
the Company's then outstanding voting securities; or

     (ii)  three or more directors, whose election or nomination
for election is not approved by a majority of the Incumbent Board
(as hereinafter defined), are elected within any single 24-month
period to serve on the Board of Directors; or

     (iii)  members of the Incumbent Board cease to constitute a
majority of the Board of Directors without the approval of the
remaining members of the Incumbent Board; or

     (iv)  any merger (other than a merger where the Company is
the survivor and there is no accompanying Change in Control under
subparagraphs (i), (ii) or (iii) of this paragraph (b)),
consolidation, liquidation or dissolution of the Company, or the
sale of all or substantially all of the assets of the Company.

     Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur pursuant to subparagraph (i) of this
definition solely because 25% or more of the combined voting
power of the Company's outstanding securities is acquired by one
or more employee benefit plans maintained by the Company or by
any other employer, the majority interest in which is held,
directly or indirectly, by the Company.  For purposes of this
definition, the terms "person" and "beneficial owner" shall have
the meaning set forth in Sections 3(a) and 13(d) of the Exchange
Act, and in the regulations promulgated thereunder, as in effect
on February 7, 1999; and the term "Incumbent Board" shall mean
(A) the members of the Board of Directors of the Company on
February 7, 1999, to the extent that they continue to serve as
members of the Board of Directors, and (B) any individual who
becomes a member of the Board of Directors after February 7,
1999, if his election or nomination for election as a director
was approved by a vote of at least three-quarters of the then
Incumbent Board.

     d.  "Committee" means the Committee referred to in Section
1.3 of the 1999 Plan.

     e.  "Common Stock" means shares of the Common Stock, par
value $.10 per share, of the Company.

     f.  "Company" means SOFTWORKS Inc., a corporation organized
under the laws of the State of Delaware (or any successor
corporation).

     g.  "Fair Market Value" means the market price of the Common
Stock on The Nasdaq Stock Market on the date of the grant or as
reported on any other exchange on which the Common Stock is then
traded on such date or on any other date on which the Common
Stock is to be valued hereunder.  If no sale shall have been
reported on any such exchange, Fair Market Value shall be
determined by the Committee.

     h.  "Non-Employee Director" shall have the meaning set forth
in Rule 16(b) promulgated by the Securities and Exchange
Commission ("Commission").

     i.  "Option" means any option to purchase Common Stock under
Section 2 of the 1999 Plan.

     j.  "Option Agreement" means the option agreement described
in Section 2.4 of the 1999 Plan.

     k..  "Participant" means any director, officer, employee or
consultant of the Company, a Subsidiary or an Affiliate who is
selected by the Committee to participate in the 1999 Plan.

     l.  "Subsidiary" means any corporation in which the Company
possesses directly or indirectly 50% or more of the combined
voting power of all classes of stock of such corporation.

     m.  "Total Disability" means accidental bodily injury or
sickness which wholly and continuously disabled an optionee.  The
Committee, whose decisions shall be final, shall make a
determination of Total Disability.

1.3  Administration of the Plan

     The 1999 Plan shall be administered by the Board or by the
Committee appointed by the Board consisting of two or more
members of the Board all of whom shall be Non-Employee Directors.
The Committee shall serve at the pleasure of the Board and shall
have such powers as the Board may, from time to time, confer upon
it.

     Subject to this Section 1.3, the Committee shall have sole
and complete authority to adopt, alter, amend or revoke such
administrative rules, guidelines and practices governing the
operation of the 1999 Plan as it shall, from time to time, deem
advisable, and to interpret the terms and provisions of the 1999
Plan.

     The Committee shall keep minutes of its meetings and of
action taken by it without a meeting.  A majority of the
Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is
present, or acts approved in writing by all of the members of the
Committee without a meeting, shall constitute the acts of the
Committee.

1.4  Eligibility

     Stock Options may be granted only to directors, officers,
employees or consultants of the Company or a Subsidiary or
Affiliate.  Any person who has been granted any Option may, if he
is otherwise eligible, be granted an additional Option or
Options.

1.5  Shares

     The aggregate number of shares reserved for issuance
pursuant to the 1999 Plan shall be 1,500,000 shares of Common
Stock, or the number and kind of shares of stock or other
securities which shall be substituted for such shares or to which
such shares shall be adjusted as provided in Section 1.6.

     Such number of shares may be set aside out of the authorized
but unissued shares of Common Stock or out of issued shares of
Common Stock acquired for and held in the Treasury of the
Company, not reserved for any other purpose.  Shares subject to,
but not sold or issued under, any Option terminating or expiring
for any reason prior to its exercise in full will again be
available for Options thereafter granted during the balance of
the term of the 1999 Plan.

1.6  Adjustments Due to Stock Splits, Mergers, Consolidation,
Etc.

     If, at any time, the Company shall take any action, whether
by stock dividend, stock split, combination of shares or
otherwise, which results in a proportionate increase or decrease
in the number of shares of Common Stock theretofore issued and
outstanding, the number of shares which are reserved for issuance
under the 1999 Plan and the number of shares which, at such time,
are subject to Options shall, to the extent deemed appropriate by
the Committee, be increased or decreased in the same proportion,
provided, however, that the Company shall not be obligated to
issue fractional shares.

     Likewise, in the event of any change in the outstanding
shares of Common Stock by reason of any recapitalization, merger,
consolidation, reorganization, combination or exchange of shares
or other corporate change, the Committee shall make such
substitution or adjustments, if any, as it deems to be
appropriate, as to the number or kind of shares of Common Stock
or other securities which are reserved for issuance under the
1999 Plan and the number of shares or other securities which, at
such time are subject to Options.

     In the event of a Change in Control, at the option of the
Board or Committee, (a) all Options outstanding on the date of
such Change in Control shall, for a period of sixty (60) days
following such Change in Control, become immediately and fully
exercisable, and (b) an optionee will be permitted to surrender
for cancellation within sixty (60) days after such Change in
Control any Option or portion of an Option which was granted more
than six (6) months prior to the date of such surrender, to the
extent not yet exercised, and to receive a cash payment in an
amount equal to the excess, if any, of the Fair Market Value (on
the date of surrender) of the shares of Common Stock subject to
the Option or portion thereof surrendered, over the aggregate
purchase price for such Shares under the Option.

1.7  Non-Alienation of Benefits

     Except as herein specifically provided, no right or unpaid
benefit under the 1999 Plan shall be subject to alienation,
assignment, pledge or charge and any attempt to alienate, assign,
pledge or charge the same shall be void.  If any Participant or
other person entitled to benefits hereunder should attempt to
alienate, assign, pledge or charge any benefit hereunder, then
such benefit shall, in the discretion of the Committee, cease.

1.8  Withholding or Deduction for Taxes

     If, at any time, the Company or any Subsidiary or Affiliate
is required, under applicable laws and regulations, to withhold,
or to make any deduction for any taxes, or take any other action
in connection with any Option exercise, the Participant shall be
required to pay to the Company or such Subsidiary or Affiliate,
the amount of any taxes required to be withheld, or, in lieu
thereof, at the option of the Company, the Company or such
Subsidiary or Affiliate may accept a sufficient number of shares
of Common Stock to cover the amount required to be withheld.

1.9  Administrative Expenses

     The entire expense of administering the 1999 Plan shall be
borne by the Company.

1.10  General Conditions

     a.  The Board or the Committee may, from time to time,
amend, suspend or terminate any or all of the provisions of the
1999 Plan, provided that, without the Participant's approval, no
change may be made which would alter or impair any right
theretofore granted to any Participant.

     b.  With the consent of the Participant affected thereby,
the Committee may amend or modify any outstanding Option in any
manner not inconsistent with the terms of the 1999 Plan,
including, without limitation, and irrespective of the provisions
of Section 2.3(c) below, to accelerate the date or dates as of
which an installment of an Option becomes exercisable.

     c.  Nothing contained in the 1999 Plan shall prohibit the
Company or any Subsidiary or Affiliate from establishing other
additional incentive compensation arrangements for employees of
the Company or such Subsidiary or Affiliate.

     d.  Nothing in the 1999 Plan shall be deemed to limit, in
any way, the right of the Company or any Subsidiary or Affiliate
to terminate a Participant's employment with the Company (or such
Subsidiary or Affiliate) at any time.

     e.  Any decision or action taken by the Board or the
Committee arising out of or in connection with the construction,
administration, interpretation and effect of the 1999 Plan shall
be conclusive and binding upon all Participants and any person
claiming under or through any Participant.

     f.  No member of the Board or of the Committee shall be
liable for any act or action, whether of commission or omission,
(i) by such member except in circumstances involving actual bad
faith, nor (ii) by any other member or by any officer, agent or
employee.

1.11  Compliance with Applicable Law

     Notwithstanding any other provision of the 1999 Plan, the
Company shall not be obligated to issue any shares of Common
Stock, or grant any Option with respect thereto, unless it is
advised by counsel of its selection that it may do so without
violation of the applicable Federal and State laws pertaining to
the issuance of securities and the Company may require any stock
certificate so issued to bear a legend, may give its transfer
agent instructions limiting the transfer thereof, and may take
such other steps, as in its judgment are reasonably required to
prevent any such violation.

1.12 Effective Dates

     The 1999 Plan was adopted by the Board on February 7, 1999
and amended by the Board on June 21, 1999.  The 1999 Plan shall
terminate on February 6, 2009.

Section 2.  OPTION GRANTS

2.1  Authority of Committee

     Subject to the provisions of the 1999 Plan, the Committee
shall have the sole and complete authority to determine (i) the
Participants to whom Options shall be granted; (ii) the number of
shares to be covered by each Option; and (iii) the conditions and
limitations, if any, in addition to those set forth in Sections 2
and 3 hereof, applicable to the exercise of an Option, including
without limitation, the nature and duration of the restrictions,
if any, to be imposed upon the sale or other disposition of
shares acquired upon exercise of an Option.

     Stock Options granted under the 1999 Plan shall be non-
qualified stock options.

     The Committee shall have the authority to grant Options.

2.2  Option Exercise Price

     The price of stock purchased upon the exercise of Options
granted pursuant to the 1999 Plan shall be the Fair Market Value
thereof at the time that the Option is granted.

     The purchase price is to be paid in full in cash, certified
or bank cashier's check or, at the option of the Company, Common
Stock valued at its Fair Market Value on the date of exercise, or
a combination thereof, when the Option is exercised and stock
certificates will be delivered only against such payment.

2.3  Option Grants

     Each Option will be subject to the following provisions:

     a.  Term of Option

     An Option will be for a term of not more than ten years from
the date of grant.

     b.  Exercise

     (i)  By an Employee:

     Subject to the power of the Committee under Section 1.10(b)
above and except in the manner described below upon the death of
the optionee, an Option may be exercised only in installments as
follows:  up to one-half of the subject shares on and after the
first anniversary of the date of grant, up to all of the subject
shares on and after the second such anniversary of the date of
the grant of such Option but in no event later than the
expiration of the term of the Option.

     An Option shall be exercisable during the optionee's
lifetime only by the optionee and shall not be exercisable by the
optionee unless, at all times since the date of grant and at the
time of exercise, such optionee is an employee of or providing
services to the Company, any parent corporation of the Company or
any Subsidiary or Affiliate, except that, upon termination of all
such employment or provision of services (other than by death,
Total Disability, or by Total Disability followed by death in the
circumstances provided below), the optionee may exercise an
Option at any time within three months thereafter but only to the
extent such Option is exercisable on the date of such
termination.

     Upon termination of all such employment by Total Disability,
the optionee may exercise such Options at any time within three
years thereafter, but only to the extent such Option is
exercisable on the date of such termination.

     In the event of the death of an optionee (i) while an
employee of or providing services to the Company, any parent
corporation of the Company or any Subsidiary or Affiliate, or
(ii) within three months after termination of all such employment
or provision of services (other than for Total Disability) or
(iii) within three years after termination on account of Total
Disability of all such employment or provision of services, such
optionee's estate or any person who acquires the right to
exercise such option by bequest or inheritance or by reason of
the death of the optionee may exercise such optionee's Option at
any time within the period of three years from the date of death.
In the case of clauses (i) and (iii) above, such Option shall be
exercisable in full for all the remaining shares covered thereby,
but in the case of clause (ii) such Option shall be exercisable
only to the extent it was exercisable on the date of such
termination.

     (ii)  By Persons other than Employees:

     If the optionee is not an employee of the Company or the
parent corporation of the Company or any Subsidiary or Affiliate,
the vesting of such optionee's right to exercise his Options
shall be established and determined by the Committee in the
Option Agreement covering the Options granted to such optionee.

     Notwithstanding the foregoing provisions regarding the
exercise of an Option in the event of death, Total Disability,
other termination of employment or provision of services or
otherwise, in no event shall an Option be exercisable in whole or
in part after the termination date provided in the Option
Agreement.

     c.  Transferability

     An Option granted under the 1999 Plan shall not be
transferable otherwise than by will or by the laws of descent and
distribution, or, as determined by the Board or the Committee, to
(i) a member or members of the optionee's family, (ii) a trust,
(iii) a family limited partnership or (iv) a similar estate
planning vehicle primarily for members of the optionee's family.

2.4  Agreements

     In consideration of any Options granted to a Participant
under the 1999 Plan, each such Participant shall enter into an
Option Agreement with the Company providing, consistent with the
1999 Plan, such terms as the Committee may deem advisable.


g\sec\plans\SOFTWORKS1999plan.doc