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                                                                   EXHIBIT 10.45

                          PLATINUM SOFTWARE CORPORATION
                         CLIENTELE STOCK INCENTIVE PLAN


1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

     Options granted hereunder may either be "incentive stock options," as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
"nonqualified stock options," at the discretion of the Board and as reflected in
the terms of the written option agreement. In addition, shares of the Company's
Common Stock may be sold hereunder independent of any Option grant.

 2. Definitions. As used herein, the following definitions shall apply:

     A. "Administrator" shall mean the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4(a) of the Plan.

     B.  "Board" shall mean the Board of Directors of the Company.

     C. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     D. "Committee" shall mean a committee appointed by the Board in accordance
with Section 4(a) of the Plan.

     E. "Common Stock" shall mean the Common Stock of the Company.

     F.  "Company" shall mean Platinum Software Corporation.

     G. "Consultant" shall mean any person who is engaged by the Company or any
Subsidiary to render consulting services and is compensated for such consulting
services and any Director of the Company whether compensated for such services
or not.

     H. "Continuous Status as an Employee or Consultant" shall mean the absence
of any interruption or termination of service as an Employee or Consultant.
Continuous Status as an Employee or Consultant shall not be considered
interrupted in the case of: (i) any sick leave, military leave, or any other
leave of absence approved by the Board; provided, however, that for purposes of
Incentive Stock Options, any such leave is for a period of not more than ninety
(90) days or reemployment upon the expiration of such leave is guaranteed by
contract or statute; or (ii) transfers between locations of the Company or
between the Company, its Parent, its Subsidiaries or its successor.

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     I.  "Director" shall mean a member of the Board.

     J. "Disability" shall mean total and permanent disability as defined in
Section 22(e)(3) of the Code.

     K. "Employee" shall mean any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither the
payment of a director's fee by the Company nor service as a Director shall be
sufficient to constitute "employment" by the Company.

     L. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     M. "Incentive Stock Option" shall mean an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

     N. "Nonqualified Stock Option" shall mean an Option not intended to quality
as an incentive stock option within the meaning of Section 422 of the Code.

     O. "Notice of Grant" shall mean a written notice evidencing certain terms
and conditions of an individual Option grant. The Notice of Grant is part of the
Option Agreement.

     P. "Officer" shall mean a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

     Q. "Option" shall mean a stock option granted pursuant to the Plan.

     R. "Option Agreement" shall mean a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option agreement is subject to the terms and conditions of the Plan.

     S. "Optioned Stock" shall mean the Common Stock subject to an option.

     T. "Optionee" shall mean an Employee or Consultant who receives an Option.

     U. "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424 of the Code.

     V.  "Plan" shall mean this Stock Incentive Plan.

     W. "Rule 16b-3" shall mean Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.



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     X. "Sale" or "Sold" shall include, with respect to the sale of Shares under
the Plan, the sale of Shares for consideration in the form of cash or notes, as
well as a grant of Shares for consideration in the form of past or future
services.

     Y. "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

     Z. "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424 of the Code.

 3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the
Plan, the maximum aggregate number of Shares which may be optioned and/or Sold
under the Plan is 212,357 shares of Common Stock.
The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option should expire or become unexercisable for any reason without having
been exercised in full, the unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for future Option
grants and/or Sales under the Plan; provided, however, that Shares that have
actually been issued under the Plan shall not be returned to the Plan and shall
not become available for future distribution under the Plan.

4.  Administration of the Plan.

      A.  Procedure.

          (i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the
Plan may be administered by different bodies with respect to Directors, Officers
who are not Directors, and Employees who are neither Directors nor Officers.

         (ii) Administration with Respect to Directors and Officers Subject to
Section 16(b). With respect to Option grants made to Employees who are also
Officers or Directors subject to Section 16(b) of the Exchange Act, the Plan
shall be administered by (a) the Board, if the Board may administer the Plan in
compliance with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (b) a Committee designated by the Board
to administer the Plan, which Committee shall be constituted to comply with the
rules governing a plan intended to qualify as a discretionary plan under Rule
16b-3. Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the rules governing
a plan intended to qualify as a discretionary plan under Rule 16b-3. With
respect to persons subject to Section 16 of the Exchange Act, transactions under
the Plan are intended to comply with 

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all applicable conditions of Rule 16b-3. To the extent any provision of the Plan
or action by the Administrator fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Administrator.

         (iii) Administration with Respect to Other Persons. With respect to
Option grants made to Employees or Consultants who are neither Directors nor
Officers of the Company, the Plan shall be administered by (a) the Board or (b)
a Committee designated by the Board, which Committee shall be constituted to
satisfy the legal requirements relating to the administration of stock option
plans under applicable corporate and securities laws and the Code. Once
appointed, such Committee shall serve in its designated capacity until otherwise
directed by the Board. The Board may increase the size of the Committee and
appoint additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and remove all members
of the Committee and thereafter directly administer the Plan, all to the extent
permitted by the legal requirements relating to the administration of stock
option plans under state corporate and securities laws and the Code.

      B. Powers of the Administrator. Subject to the provisions of the Plan, and
in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in is
discretion:

          (i) to grant Incentive Stock Options in accordance with Section 422 of
the Code, or Nonqualified Stock Options;

          (ii)     to authorize Sales of Shares of Common Stock hereunder;

          (iii) to determine, upon review of relevant information and in
accordance with Section 8(b) of the Plan, the fair market value of the Common
Stock;

          (iv) to determine the exercise/purchase price per Share of Options to
be granted or Shares to be Sold, which exercise/purchase price shall be
determined in accordance with Section 8(a) of the Plan;

          (v) to determine the Employees or Consultants to whom, and the time or
times at which, Options shall be granted and the number of Shares to be
represented by each Option;

          (vi) to determine the Employees or Consultants to whom, and the time
or times at which, Shares shall be Sold and the number of Shares to be Sold;

          (vii)    to interpret the Plan;

          (viii) to prescribe, amend and rescind rules and regulations relating
to the Plan;


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          (ix) to determine the terms and provisions of each Option granted
(which need not be identical) and, with the consent of the holder thereof,
modify or amend each Option;

          (x) to determine the terms and provisions of each Sale of Shares
(which need not be identical) and, with the consent of the purchaser thereof,
modify or amend each Sale;

          (xi) to accelerate or defer (with the consent of the Optionee) the
exercise date of any Option;

          (xii) to accelerate or defer (with the consent of the Optionee or
purchaser of Shares) the vesting restrictions applicable to Shares Sold under
the Plan or pursuant to Options granted under the Plan;

          (xiii) to authorize any person to execute on behalf of the Company an
instrument required to effectuate the grant of an Option or Sale of Shares
previously granted or authorized by the Board;

          (xiv) to determine the restrictions on transfer, vesting restrictions,
repurchase rights, or other restrictions applicable to Shares issued under the
Plan;

          (xv) to effect, at any time and from time to time, with the consent of
the affected Optionees, the cancellation of any or all outstanding Options under
the Plan and to grant in substitution therefor new Options under the Plan
covering the same or different numbers of Shares, but having an Option price per
Share consistent with the provisions of Section 8 of this Plan as of the date of
the new Option grant;

          (xvi) to establish, on a case-by-case basis, different terms and
conditions pertaining to exercise or vesting rights upon termination of
employment, whether at the time of an Option grant or Sale of Shares, or
thereafter;

          (xvii) to approve forms of agreement for use under the Plan;

          (xviii) to reduce the exercise price of any Option to the then current
fair market value if the fair market value of the Common Stock covered by such
Option shall have declined since the date the Option was granted; and

          (xix) to make all other determinations deemed necessary or advisable
for the administration of the Plan.

      C. Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options granted under the Plan or Shares Sold under
the Plan.



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 5.   ELIGIBILITY.

      A. Persons Eligible. Options may be granted and/or Shares Sold only to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option or Sold
Shares may, if he or she is otherwise eligible, be granted an additional Option
or Options or Sold additional Shares.

      B. ISO Limitation. To the extent that the aggregate fair market value: (i)
of Shares subject to an Optionee's Incentive Stock Options granted by the
Company, any Parent or Subsidiary, which (ii) become exercisable for the first
time during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonqualified Stock Options. For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the fair market value of the Shares shall be determined as of the time of grant.

      C. Section 5(b) Limitations. Section 5(b) of the Plan shall apply only to
an Incentive Stock Option evidenced by an Option Agreement which sets forth the
intention of the Company and the Optionee that such Option shall qualify as an
Incentive Stock Option. Section 5(b) of the Plan shall not apply to any Option
evidenced by an Option Agreement which sets forth the intention of the Company
and the Optionee that such Option shall be a Nonqualified Stock Option.

      D. No Right to Continued Employment. The Plan shall not confer upon any
Optionee any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with his or her
right or the Company's right to terminate his employment or consulting
relationship at any time.

6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur of
its adoption by the Board or its approval by the stockholders of the Company as
described in Section 17 of the Plan. It shall continue in effect for a term of
ten (10) years, unless sooner terminated under Section 13 of the Plan.

7. TERM OF OPTION. The term of each Option shall be stated in the Notice of
Grant; provided, however, that in the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such shorter term as may
be provided in the Notice of Grant. However, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be five (5) years from the date of grant
thereof or such shorter term as may be provided in the Notice of Grant.



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 8. EXERCISE/PURCHASE PRICE AND CONSIDERATION.

      A. Exercise/Purchase Price. The per-Share exercise/price for the Shares to
be issued pursuant to exercise of an Option or a Sale shall be such price as is
determined by the Administrator, but shall be subject to the following:

          (i)      In the case of an Incentive Stock Option

                   a. granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than one hundred ten
percent (110%) of the fair market value per Share on the date of the grant.

                   b. granted to any other Employee, the per Share exercise
price shall be no less than one hundred percent (100%) of the fair market value
per Share on the date of grant.

          (ii)     In the case of a Nonqualified Stock Option or Sale

                   a. granted or Sold to a person who, at the time of the grant
of such Option or authorization of such Sale, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise/purchase price shall be no less
than one hundred ten percent (110%) of the fair market value per Share on the
date of the grant or authorization of Sale, unless otherwise expressly
determined by the Administrator.

                   b. granted or Sold to any other person, the per Share
exercise/purchase price shall be no less than eighty-five percent (85%) of the
fair market value per Share on the date of grant or authorization of Sale,
unless otherwise expressly determined by the Administrator.

                   c. Any determination to sell stock at less than fair market
value on the date of the grant or authorization of Sale shall be accompanied by
an express finding by the Administrator specifying that the sale is in the best
interest of the Company, and specifying both the fair market value and the grant
or sale price of the stock.

                (iii) In the case of an Option granted or Sale authorized on or
after the effective date of registration of any class of equity security of the
Company pursuant to Section 12 of the Exchange Act and prior to six (6) months
after the termination of such registration, the per Share exercise/purchase
price shall be no less than one hundred percent (100%) of the fair market value
per Share on the date of grant or authorization of Sale.



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     B. Fair Market Value. The fair market value per Share shall be determined
by the Administrator in its discretion; provided, however, that where there is a
public market for the Common Stock, the fair market value per Share shall be the
closing price of the Common Stock (or the closing bid if no sales were reported)
for the last market trading day prior to the date of grant of the Option or
authorization of Sale or other determination, as reported in The Wall Street
Journal (or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation (NASDAQ) System) or, in
the event the Common Stock is listed on a stock exchange, the fair market value
per Share shall be the closing price on such exchange for the last market
trading day prior to the date of grant of the Option or authorization of Sale or
other determination, as reported in The Wall Street Journal.

     C. Consideration. The consideration to be paid for the Shares to be issued
upon exercise of an Option or pursuant to a Sale, including the method of
payment, shall be determined by the Administrator. In the case of an Incentive
Stock Option, the Administrator shall determine the acceptable form of
consideration at the time of grant. Such consideration may consist of:

          (i)      cash;

          (ii)     check;

          (iii)    promissory note;

          (iv)     transfer to the Company of Shares which

               a. in the case of Shares acquired upon exercise of an Option,
have been owned by the Optionee for more than six months on the date of
surrender, and

               b. having a fair market value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option shall be
exercised;

          (v) delivery of instructions to the Company to withhold from the
Shares that would otherwise be issued on the exercise that number of Shares
having a fair market value at the time of such exercise equal to the Option
exercise price;

          (vi) such other consideration and method of payment for the issuance
of Shares to the extent permitted by legal requirements relating to the
administration of stock option plans under applicable corporate and securities
laws and the Code; or

          (vii) any combination of the foregoing methods of payment.

If the fair market value of the number of whole Shares transferred or the number
of whole Shares surrendered is less than the total exercise price of the Option,
the shortfall must be made up in cash or by check. Notwithstanding the foregoing
provisions of this Section 



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8(C), the consideration for Shares to be issued
pursuant to a Sale may not include, in whole or in part, the consideration set
forth in subsections (iv) and (v) above.

 9.   EXERCISE OF OPTION.

      A. Procedure for Exercise; Rights as a Stockholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator, including performance criteria with respect to
the Company and/or the Optionee, and as shall be permissible under the terms of
the Plan.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by the Company. Full
payment may, as authorized by the Administrator, consist of any consideration
and method of payment allowable under the Option Agreement and Section 8(C) of
the Plan. Each Optionee who exercises an Option shall, upon notification of the
amount due (if any) and prior to or concurrent with delivery of the certificate
representing the Shares, pay to the Company amounts necessary to satisfy
applicable federal, state and local tax withholding requirements. An Optionee
must also provide a duly executed copy of any stock transfer agreement then in
effect and determined to be applicable by the Administrator. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock represented by such
stock certificate, notwithstanding the exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in Section 11 of
the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of
Shares which thereafter may be available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

     B. Termination of Employment or Consulting Relationship. In the event that
an Optionee's Continuous Status as an Employee or Consultant terminates (other
than upon the Optionee's death or Disability), the Optionee may exercise his or
her Option, but only within such period of time as is determined by the
Administrator, and only to the extent that the Optionee was entitled to exercise
it at the date of termination (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant). In the case of an
Incentive Stock Option, the Administrator shall determine such period of time
(in no event to exceed three (3) months from the date of termination) when the
Option is granted. If, at the date of termination, the Optionee is not entitled
to exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option 


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shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified by the Administrator, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

      C. Disability of Optionee. In the event that an Optionee's Continuous
Status as an Employee or Consultant terminates as a result of the Optionee's
Disability, the Optionee may exercise his or her Option at any time within
twelve (12) months from the date of such termination, but only to the extent
that the Optionee was entitled to exercise it at the date of such termination
(but in no event later than the expiration of the term of such Option as set
forth in the Notice of Grant). If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

      D. Death of Optionee. In the event of the death of an Optionee, the Option
may be exercised at any time within twelve (12) months following the date of
death (but in no event later than the expiration of the term of such Option as
set forth in the Notice of Grant), by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the Optionee was entitled to exercise the Option at the date of
death. If, at the time of death, the Optionee was not entitled to exercise his
or her entire Option, the Shares covered by the unexercisable portion of the
Option shall revert to the Plan. If, after death, the Optionee's estate or a
person who acquired the right to exercise the Option by bequest or inheritance
does not exercise the Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

 10. NONTRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will, or by the laws of descent and distribution, and may be exercised during
the lifetime of the Optionee only by the Optionee or, if incapacitated, by his
or her legal guardian or legal representative.

 11.        ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

     A. Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or Sales made or which have been returned to the Plan upon cancellation
or expiration of an Option, as well as the price per share of Common Stock
covered by each such outstanding Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible 


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securities of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the Administrator,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

     B. Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, each outstanding Option will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Administrator. The Administrator may, in the exercise of its sole discretion
in such instances, declare that any Option shall terminate as of a date fixed by
the Board and give each Optionee the right to exercise his or her Option as to
all or any part of the Optioned Stock, including Shares as to which the Option
would not otherwise be exercisable.

     C. Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a Parent
or Subsidiary of such successor corporation, unless the Administrator
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the Optionee shall have the right to exercise
the Option as to all of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable. If the Administrator makes an Option
fully exercisable in lieu of assumption or substitution in the event of a merger
or sale of assets, the Administrator shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice or such shorter period as the Administrator may specify in the
notice, and the Option will terminate upon the expiration of such period. For
the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or sale of assets, the Option confers the right to
purchase, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether stock, cash,
or other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation and the
Optionee, provide for the consideration to be received upon the exercise of the
Option, for each Share of Optioned Stock subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or sale of assets.

12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Option. 


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Notice of the determination shall be given to each Optionee within a reasonable
time after the date of such grant.

 13.     AMENDMENT AND TERMINATION OF THE PLAN.

     A. Amendment and Termination. The Board may amend or terminate the Plan
from time to time in such respects as the Board may deem advisable; provided,
however, that if required to qualify the Plan under Rule 16b-3 promulgated under
Section 16 of the Exchange Act, no amendment shall be made more than once every
six (6) months that would change the amount, price or timing of the option
grants, other than to comport with changes in the Code or the rules and
regulations promulgated thereunder; and provided, further, that, if required to
qualify the Plan under Rule 16b-3, no amendment shall be made without the
approval of the stockholders of the Company in the manner described in Section
17 of the Plan if the amendment would:

          (i) increase the number of Shares subject to the Plan, other than in
connection with an adjustment under Section 11 of the Plan;

          (ii) make a change in the designation of the class of Employees or
Consultants eligible to be granted Options; or

          (iii) if the Company has a class of equity security registered under
Section 12 of the Exchange Act at the time of such revision or amendment, cause
any material increase in the benefits accruing to participants under the Plan.

     B. Stockholder Approval. The Company shall obtain stockholder approval of
any Plan amendment to the extent necessary and desirable to comply with Rule
16b-3 or with Section 422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any exchange
or quotation system on which the Common Stock is listed or quoted). Such
stockholder approval, if required, shall be obtained in such a manner and to
such a degree as is required by the applicable law, rule or regulation.

     C. Effect of Amendment or Termination. Any such amendment or termination of
the Plan shall not affect Options already granted, and such Options shall remain
in full force and effect as if this Plan had not been amended or terminated,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.

14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to
the exercise of an Option or a Sale unless the exercise of such Option or
consummation of the Sale and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, applicable state securities
laws, the Exchange Act, the rules and regulation promulgated thereunder, and the
requirements of any stock exchange (including 


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NASDAQ) upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

15. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

 16.     LIABILITY OF COMPANY.

          A. Inability to Obtain Authority. Inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, 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 an Option or a Sale, the Company may require
the person exercising such Option or to whom Shares are being Sold to represent
and warrant at the time of any such exercise or Sale that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.

     B. Grants Exceeding Allotted Shares. If the Optioned Stock covered by an
Option exceeds, as of the date of grant, the number of Shares which may be
issued under the Plan without additional stockholder approval, such Option shall
be void with respect to such excess Optioned Stock, unless stockholder approval
of an amendment sufficiently increasing the number of Shares subject to the Plan
is timely obtained in accordance with Section 13 of the Plan.

17. STOCKHOLDER APPROVAL. All Incentive Options granted under the Plan shall be
subject to the condition subsequent of obtaining approval of the Plan by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted. Such stockholder approval of the Plan shall be obtained in
the manner and to the degree required under applicable federal and state law.

18. SIX MONTH HOLDING PERIOD FOR AFFILIATES. If the Company registers any class
of any equity security pursuant to Section 12 of the Exchange Act, then from the
effective date of such registration until six (6) months after the termination
of such registration (the Public Period), these limits will apply to each
Officer, Director and beneficial owner of ten percent (10%) or more of any class
of equity securities of the Company (Affiliates). During the Public Period, any
Affiliate shall hold Shares Sold hereunder at least six (6) months from the date
of Sale. During the Public Period, at least six (6) months must elapse from the
date of grant of an Option to an Affiliate to the date the Affiliate disposes of
the Shares acquired upon exercise of the Option, or (if the Option is disposed
of other than by exercise) to the date of disposition of the Option itself.



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