Exhibit 10.4

RAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLAN

1.Purpose.This Raining Data Corporation f/k/a Omnis Technology Corporation 1999 Stock Option Plan (the "Plan")
is established to create additional incentives for certain valued employees, directors, consultants and advisors of Raining Data Corporation, a Delaware corporation (the "Company") or any parent or
subsidiary thereof and to promote the financial success and progress of the Company and the Corporate Group. It is intended that (i) options which qualify as incentive stock options ("Incentive
Options") under Section 422 of the Internal Revenue Code of 1986 as amended or superseded, and (ii) options which are nonincentive stock options ("Nonincentive Options") may be granted
under this Plan.

2.Effective Date and Term of the Plan.



3.Certain Definitions.Unless the context otherwise requires, the following defined terms (and all other
capitalized terms defined in this Plan) shall govern the construction of this Plan, and any stock option agreements entered into pursuant to this Plan:



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4.Eligibility.The persons who shall be eligible to be granted Options pursuant to this Plan shall be the
Employees, Directors and Consultants of the Company or any parent or subsidiary thereof, as the Board shall select from time to time in its sole discretion.

5.Shares Subject to Plan.



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6.Grant of Options; Option Agreements.Each Option granted pursuant to this Plan shall be authorized by the
action of the Board and shall be evidenced by an Option Agreement between the Company and the Optionee, in the form and substance satisfactory to the Board from time to time and consistent with and
pursuant to this Plan. Without limiting the foregoing, each Option Agreement shall be deemed to include and incorporate by reference each and all of the following terms and conditions:



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7.Restrictions on Grant or Stock Issuance.



8.No Rights as a Shareholder.No person shall have any rights as a shareholder with respect to any of the
Option Shares subject to an Option until the date of the issuance of a stock certificate(s) for the Option Shares for which the Option has been exercised. No adjustments shall be made for dividends or
distributions or other rights for which the record date is prior to the date such stock certificate(s) are issued, except as provided in Section 5(b) of this Plan.

9.No Rights in Other Capacities.Nothing in this Plan or in any Option Agreement shall confer upon any Optionee
any right to continue as a Service Provider of the Company (or any other member of the Corporate Group) or interfere in any manner with any right of the Company (or any other member of the Corporate
Group or other relevant entity) to terminate its relationship with an Optionee at any time. No Optionee shall have any authority to act on behalf of the Company in any capacity with respect to his or
her own participation in this Plan or with respect to his or her own Option Agreement or Option granted hereunder.

10.Use of Proceeds.The proceeds received by the Company from the payment of the Option Price pursuant to
exercise of an Option shall be used for such corporate purposes as determined by the Board in its discretion.

11.Lock-Up Restrictions.In connection with any underwritten public offering of stock or other
securities made by the Company pursuant to an effective registration statement filed under applicable federal securities acts, the Optionee shall fully comply with and cooperate with the Company and
any managing underwriter in connection with any stock "lock-up" or "standstill" agreements or similar
restrictions on the offer or sale or contract to sell or other transfer or assignment or pledge or loan or other encumbrance of the shares of the common stock of the Company (including without
limitation

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any of the Option Shares) generally applicable to similarly situated shareholders or optionholders of the Company.

12.Mandatory Notice of Disposition.The Optionee shall transfer or dispose of any of the Option Shares only in
compliance with the provisions of this Plan and the Option Agreement. Without limiting the other provisions of this Plan or the Option Agreement, in the event the Optionee disposes of any of the
Option Shares, acquired pursuant to a grant of Incentive Options, within two (2) years of the Grant Date of the Option or within one (1) year after the transfer of the Option Shares to
the Optionee in connection with an exercise of the Option, whether such disposition is made by sale, exchange, gift or otherwise, then the Optionee shall notify the Chief Financial Officer of the
Company of such disposition in writing within thirty (30) days from the date of such disposition. Said written notice shall state the date of such disposition, and the type and amount of the
consideration received for such Option Share or Option Shares by the Optionee in connection therewith. In the event of any such disposition, the Company shall have the right to withhold from the
Optionee or to require the Optionee to immediately pay to the Company the aggregate amount of taxes, if any, which the Company is required to withhold under federal or state or other applicable law as
a result of the granting or exercise of the subject Option or the disposition of the subject Option Shares.

13.Modification, Extension and Renewal of Options.Subject to the terms and conditions and within the
limitations of this Plan, the Board may modify, extend or renew outstanding Options granted under this Plan, or accept the surrender of outstanding Options (to the extent not theretofore exercised)
and authorize the granting of new Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, no modification of any Option shall, without the consent of
the Optionee, alter or impair any rights or obligations under any Option theretofore granted under this Plan.

14.Termination or Amendment of Plan.



15.Financial Statements.Subsequent to the Effective Date of the Plan, the Optionees shall receive financial
statements from the Company on at least an annual basis to the extent required by the then applicable Rules of the Commissioner of Corporations for the State of California or as otherwise required by
law.

16.Notices.All notices, requests, demands and other communications required or permitted to be given pursuant
to this Plan or any Option Agreement (collectively "notices") shall be in writing and shall be delivered (i) by personal delivery, (ii) by nationally recognized overnight air courier
service or (iii) by deposit in the United States Mail, postage prepaid, registered or certified mail, return receipt requested. A notice shall be deemed to have been given on the date
delivered, if delivered personally or by overnight air courier service; or five (5) days after mailing if mailed. All notices shall be addressed if to the Company at its principal place of
business in the State of California, United States

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of America, to the attention of the Secretary or Chief Financial Officer of the Company; and if to the Optionee or his or her representative at the last address of Optionee shown on the records of
the Company. Either party may by written notice to the other party specify a different address to which notices shall be given, by sending notice thereof to the other party in the foregoing manner.

17.Administration.This Plan shall be administered by the Board or by a duly appointed committee of the Board
having such powers as shall be specified by the Board; and further subject to Section 16(b) of the Exchange Act and SEC Rule 16b-3 (as amended or superseded) with respect to
any Option granted to an individual subject to such rules. Any references in this Plan to the Board shall also be deemed to refer to such committee of the Board if appointed for such purposes with the
relevant powers. The Board may also at any time terminate the functions of such committee and reassume all powers and authority previously delegated to the committee. The Board is authorized to
establish such rules and regulations as it may deem appropriate for the proper administration of this Plan and to make such determinations under, and issue such interpretations of, this Plan and any
Option Agreement or Option granted hereunder as it may deem necessary or advisable. All questions of interpretation of this Plan or any Option Agreement or Option granted hereunder shall be determined
by the Board and shall be final and binding upon all persons having an interest in this Plan or any Option Agreement or Option granted hereunder. No member of the Board shall vote on any matter
concerning his or her own participation in this Plan. No member of the Board shall be liable for any action or interpretation made in good faith hereunder.

18.General Provisions.



19.Copies of Plan.A complete copy of this Plan as then in effect shall be delivered to each Optionee at or
before the time such person executes and delivers the relevant Option Agreement.

Dated:
April 13, 1999 as amended November 7, 2000, August 28, 2001, March 15, 2002, May 2, 2002 and June 21, 2002.

DATE OF ADOPTION OF THIS PLAN BY THE BOARD OF DIRECTORS
OF THE COMPANY: APRIL 13, 1999
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 29, 1999
AMENDED NOVEMBER 7, 2000
FURTHER AMENDED AUGUST 28, 2001
FURTHER AMENDED MARCH 15, 2002
FURTHER AMENDED MAY 2, 2002
FURTHER AMENDED JUNE 21, 2002

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RAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLAN  STOCK OPTION AGREEMENT        NOTICE OF STOCK OPTION GRANT

Grantee's Name and Address:


You
have been granted an option to purchase shares of Common Stock of Raining Data Corporation subject to the terms and conditions of the Stock Option Agreement ("Option Agreement") and
the Raining Data Corporation Amended 1999 Stock Option Plan, as amended from time to time (the "Plan") as follows:

Award NumberGrant Date of OptionVesting Commencement DateExercise Price per Share

$Total Number of Shares GrantedTotal Exercise Price

$Type of Option:

Incentive Stock OptionTerm/Expiration Date:

Ten Years from the Date of Grant


Vesting Schedule:

Subject to the Grantee being a Service Provider on the following dates and other limitations set forth in the Plan and the Option Agreement, the Option may be
exercised, in whole or in part, in accordance with the following schedule:

(a)  Grantee
shall have no right to exercise any part of the Option at any time prior to the expiration of the one (1) year from the Vesting Commencement Date;

(b)  The
Option shall become exercisable with respect to Twenty-Five Percent (25%) of the Shares upon the expiration of one (1) year from the Vesting
Commencement Date; and

(c)  The
Option thereafter shall become exercisable with respect to an additional One Forty-Eighth (1/48th) of the Option on each monthly anniversary of the Vesting
Commencement Date.

Termination Period:

This Option may be exercised for a period of time following the Grantee ceasing to be a Service Provider as provided for in this Option Agreement.

Incentive Stock Option:

If this option is an Incentive Stock Option which provides special tax favorable tax treatment under the Internal Revenue Code, it is the obligation of the
Grantee to comply with the Internal Revenue Code requirements in order to obtain that favorable tax treatment. The Internal Revenue Code requires that stock obtained through the exercise of Incentive
Stock Options be held for two years from the date of the option grant and for one year from the date of the exercise of the option otherwise the special tax treatment can be lost and the Grantee may
have to pay taxes on the disposition of the stock as if the stock were obtained through the exercise of a Non Qualified Stock Option. Incentive Stock Option holders should consult with their tax or
financial advisors when disposing of Incentive Stock Options.

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RAINING DATA CORPORATION
AMENDED 1999 STOCK OPTION PLAN
STOCK OPTION AGREEMENT

1.Grant of Option.Raining Data Corporation, a Delaware corporation (the "Company"), hereby grants to the
Grantee (the "Grantee") named in the Notice of Stock Option Award (the "Notice"), an option (the "Option") to purchase the Total Number of Shares of Common Stock subject to the Option (the "Shares")
set forth in the Notice, at the Exercise Price per Share set forth in the Notice (the "Exercise Price") for the term of the Option, subject to the terms and provisions of the Notice, this Stock Option
Award Agreement (the "Option Agreement") and the Company's Amended 1999 Stock Option Plan, as amended from time to time (the "Plan"), which are incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If
designated in the Notice as an Incentive Stock Option, the Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. However,
notwithstanding such designation, to the extent that the aggregate Fair Market Value of Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by
the Grantee during any calendar year (under all plans of the Company or any parent or subsidiary thereof) exceeds $100,000, such excess Options, to the extent of the Shares covered thereby in excess
of the foregoing limitation, shall be treated as Nonincentive Stock Options. For this purpose, 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 date the Option with respect to such Shares is granted.

2.Certain Definitions.



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3.Exercise of Option.



4.Method of Payment.Payment of the Exercise Price shall be by any of the following, or a combination thereof,
at the election of the Grantee; provided however that such exercise method does not then violate any Applicable Law and, provided further, that the portion of the Exercise Price equal to the par value
of the Shares must be paid in cash or other legal consideration permitted by the Delaware General Corporation Law:



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5.Restrictions on Exercise.The Option may not be exercised if the issuance of the Shares subject to the Option
upon such exercise would constitute a violation of any Applicable Laws. In addition, the Option, if an Incentive Stock Option, may not be exercised until such time as the Plan has been approved by the
stockholders of the Company.

6.Termination.



7.Termination on Corporate Transaction; Assumption.Notwithstanding any contrary provision hereof, effective
upon the consummation of a Corporate Transaction, the Option shall terminate unless the Option is assumed by the successor corporation or parent thereof in connection with such Corporate Transaction.

8.Transferability of Option.The Option, if an Incentive Stock Option, may not be transferred in any manner
other than by will or by the laws of descent and distribution and may be exercised during the lifetime of the Grantee only by the Grantee; provided however that the Grantee may designate a beneficiary
of the Grantee's Incentive Stock Option in the event of the Grantee's death on a beneficiary designation form provided by the Administrator. The Option, if a Nonincentive Stock Option may be
transferred to any person by will and by the laws of descent and distribution. Nonincentive Stock Options also may be transferred during the lifetime of the Grantee to certain members of the immediate
family of the Grantee as provided in Section 6(e) of the Plan. The terms of the Option shall be binding upon the executors, administrators, heirs, devisees, successors and transferees of the
Grantee.

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9.Term of Option.The Option may be exercised no later than the Expiration Date set forth in the Notice or such
earlier date as otherwise provided herein (the "term" of the Option).

10.Tax Consequences.Set forth below is a brief summary as of the date of this Option Agreement of some of the
federal tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.



11.Entire Agreement: Governing Law.The Notice, the Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject
matter hereof, and may not be modified adversely to the Grantee's interest except by means of a writing signed by the Company and the Grantee. Nothing in the Notice, the Plan and this Option Agreement
(except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the Plan and this Option Agreement are to be construed in
accordance with and governed by the internal laws of the State of California, United States of America (as permitted by Section 1646.5 of the California Civil Code, or any similar successor
provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and
duties of the parties. Should

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any provision of the Notice, the Plan or this Option Agreement be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law
and the other provisions shall nevertheless remain effective and shall remain enforceable.

12.Headings.The captions used in the Notice and this Option Agreement are inserted for convenience and shall
not be deemed a part of the Option for construction or interpretation.

13.Dispute Resolution.The provisions of this Section 13 shall be the exclusive means of resolving
disputes arising out of or relating to the Notice, the Plan and this Option Agreement. The Company, the Grantee, and the Grantee's assignees pursuant to Section 8 hereof (the "parties") shall
attempt in good faith to resolve any disputes arising out of or relating to the Notice, the Plan and this Option Agreement by negotiation between individuals who have authority to settle the
controversy. Negotiations shall be commenced by either party by notice of a written statement of the party's position and the name and title of the individual who will represent the party. Within
thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute.
If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Option Agreement shall be brought
in the United States District Court for the Central District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of
Orange, California) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.
If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.

14.Notices.All notices, requests, demands and other communications required or permitted to be given pursuant
to this Option Agreement (collectively "notices") shall be in writing and shall be delivered (i) by personal delivery, (ii) by nationally recognized overnight air courier service or
(iii) by deposit in the United States Mail, postage prepaid, registered or certified mail, return receipt requested. A notice shall be deemed to have been given on the date delivered, if
delivered personally or by overnight air courier service; or five (5) days after mailing if mailed. All notices shall be addressed if to the Company at its principal place of business in the
State of California, United States of America, to the attention of the Secretary or Chief Financial Officer of the Company; and if to the Optionee or his or her representative at the last address of
Optionee shown on the records of the Company. Either party may by written notice to the other party specify a different address to which notices shall be given, by sending notice thereof to the other
party in the foregoing manner.

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IN
WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Option is to be governed by the terms and conditions of this Notice, the Plan, and the Option
Agreement.

| |  | RAINING DATA CORPORATION,
a Delaware corporation
| |  | ------------------------------------------------
| |  | By:                                             
| |  | Title:                                          

THE
GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE
OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT
TO FUTURE AWARDS OR CONTINUATION OF GRANTEE'S SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT OF THE COMPANY TO TERMINATE GRANTEE'S SERVICE, WITH OR WITHOUT CAUSE, AND
WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEE'S STATUS IS AT WILL.

The
Grantee acknowledges receipt of a copy of the Plan and the Stock Option Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee further agrees to notify the Company upon any
change in the residence address indicated in this Notice.

|Dated: |  |  |  | Signed: |  | Grantee
|------ |  |  |  | ------- |  | -------

_________Initials

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EXHIBIT A

RAINING DATA CORPORATION
AMENDED 1999 STOCK OPTION PLAN

EXERCISE NOTICE

Raining
Data Corporation
17500 Cartwright Road
Irvine, California 32614-5846

Attention:
Secretary

1.Exercise of Option.Effective as of today,
                        ,
                        the undersigned (the "Grantee")
hereby elects to exercise the Grantee's option to purchase                        shares of the Common Stock (the "Shares") of
Raining Data Corporation (the "Company") under and pursuant to the Company's
Amended 1999 Stock Option Plan, as amended from time to time (the "Plan") and the [    ] Incentive [    ] Nonincentive Stock Option
Award Agreement (the "Option Agreement") and Notice of Stock Option Award (the "Notice") dated                        ,
20    . Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Exercise Notice.

2.Representations of the Grantee.The Grantee acknowledges that the Grantee has received, read and understood
the Notice, the Plan, and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3.Rights as Stockholder.Until the stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. 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 5(b) of the Plan.

4.Delivery of Payment.The Grantee herewith delivers to the Company the full Exercise Price for the Shares,
which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 4(d) of the Option
Agreement.

5.Tax Consultation.The Grantee understands that the Grantee may suffer adverse tax consequences as a result of
the Grantee's purchase or disposition of the Shares. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the purchase or
disposition of the Shares and that the Grantee is not relying on the Company for any tax advice

6.Taxes.The Grantee agrees to satisfy all applicable federal, state and local income and employment tax
withholding obligations and herewith delivers to the Company the full amount of such obligations or has made arrangements acceptable to the Company to satisfy such obligations. In the case of an
Incentive Stock Option, the Grantee also agrees, as partial consideration for the designation of the Option as an Incentive Stock Option, to notify the Company in writing within thirty
(30) days of any disposition of any shares acquired by exercise of the Option if such disposition occurs within two (2) years from the Grant Date or within one (1) year from the
date the Shares were transferred to the Grantee. If the Company is required to satisfy any federal, state or local income or employment tax withholding obligations as a result of such an early
disposition, the Grantee agrees to satisfy the amount of such withholding in a manner that the Administrator prescribes.

7.Successors and Assigns.The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this agreement shall inure to the benefit of the successors and assigns of the Company. This Exercise Notice shall be binding upon the Grantee and his or her heirs, executors,
administrators, successors and assigns.

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8.Headings.The captions used in this Exercise Notice are inserted for convenience and shall not be deemed a
part of this agreement for construction or interpretation.

9.Dispute Resolution.The provisions of Section 13 of the Option Agreement shall be the exclusive means
of resolving disputes arising out of or relating to this Exercise Notice.

10.Governing Law; Severability.This Exercise Notice is to be construed in accordance with and governed by the
internal laws of the State of California, United States of America (as permitted by Section 1646.5 of the California Civil Code, or any similar successor provision) without giving effect to any
choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any
provision of this Exercise Notice be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.

11.Notices.All notices, requests, demands and other communications required or permitted to be given hereunder
(collectively "notices") shall be in writing and shall be delivered (i) by personal delivery, (ii) by nationally recognized overnight air courier service or (iii) by deposit in
the United States Mail, postage prepaid, registered or certified mail, return receipt requested. A notice shall be deemed to have been given on the date delivered, if delivered personally or by
overnight air courier service; or five (5) days after mailing if mailed. All notices shall be addressed if to the Company at its principal place of business in the State of California, United
States of America, to the attention of the Secretary or Chief Financial Officer of the Company; and if to the Optionee or his or her representative at the last address of Optionee shown on the records
of the Company. Either party may by written notice to the other party specify a different address to which notices shall be given, by sending notice thereof to the other party in the foregoing manner.

12.Further Instruments.The parties agree to execute such further instruments and to take such further action
as may be reasonably necessary to carry out the purposes and intent of this agreement.

13.Entire Agreement.The Notice, the Plan, and the Option Agreement are incorporated herein by reference, and
together with this Exercise Notice constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee's interest except by means of a writing signed by the Company and the Grantee.
Nothing in the Notice, the Plan, the Option Agreement and this Exercise Notice (except

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as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties.

|Submitted by: |  | Accepted by:                 
|------------- |  | -----------------------------
|GRANTEE:      |  | RAINING DATA CORPORATION     
|              |  | By:                          
|(Signature)   |  | Title:                       
|Address:      |  | Address:                     
|              |  | 17500 Cartwright Road        
|              |  | Irvine, California 92614-5846

_________Initials

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RAINING DATA CORPORATION

Enclosed
please find the following:

To
assure proper recording of your grant,please do the following:

Make
sure your correct name and address are on the Notice of Stock Option Grant.

If
you have any questions, please call Angela Kabbakus at ext. 5205.

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RAINING DATA CORPORATION
AMENDED 1999 STOCK OPTION PLAN
STOCK OPTION AGREEMENT

NOTICE OF STOCK OPTION GRANT

Grantee's Name and Address:


You
have been granted an option to purchase shares of Common Stock of Raining Data Corporation subject to the terms and conditions of the Stock Option Agreement ("Option Agreement") and
the Raining Data Corporation Amended 1999 Stock Option Plan, as amended from time to time (the "Plan") as follows:

Award NumberGrant Date of OptionVesting Commencement DateExercise Price per ShareTotal Number of Shares GrantedTotal Exercise Price

$Type of Option:

Nonincentive Stock OptionTerm/Expiration Date:

Ten Years from the Date of Grant


Vesting Schedule:

Subject to the Grantee being a Service Provider on the following dates and other limitations set forth in the Plan and the Option Agreement, the Option may be
exercised, in whole or in part, in accordance with the following schedule:

(a)  Grantee
shall have no right to exercise any part of the Option at any time prior to the expiration of the one (1) year from the Vesting Commencement Date;

(b)  The
Option shall become exercisable with respect to Twenty-Five Percent (25%) of the Shares upon the expiration of one (1) year from the Vesting
Commencement Date; and

(c)  The
Option thereafter shall become exercisable with respect to an additional One Forty-Eighth (1/48th) of the Option on each monthly anniversary of the Vesting
Commencement Date.

Termination Period:

This Option may be exercised for a period of time following the Grantee ceasing to be a Service Provider as provided for in this Option Agreement.

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RAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLAN  STOCK OPTION AGREEMENT

1.Grant of Option.Raining Data Corporation, a Delaware corporation (the "Company"), hereby grants to the
Grantee (the "Grantee") named in the Notice of Stock Option Award (the "Notice"), an option (the "Option") to purchase the Total Number of Shares of Common Stock subject to the Option (the "Shares")
set forth in the Notice, at the Exercise Price per Share set forth in the Notice (the "Exercise Price") for the term of the Option, subject to the terms and provisions of the Notice, this Stock Option
Award Agreement (the "Option Agreement") and the Company's Amended 1999 Stock Option Plan, as amended from time to time (the "Plan"), which are incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

2.Certain Definitions.



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3.Exercise of Option.



4.Method of Payment.Payment of the Exercise Price shall be by any of the following, or a combination thereof,
at the election of the Grantee; provided however that such exercise method does not then violate any Applicable Law and, provided further, that the portion of the Exercise Price equal to the par value
of the Shares must be paid in cash or other legal consideration permitted by the Delaware General Corporation Law:



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5.Restrictions on Exercise.The Option may not be exercised if the issuance of the Shares subject to the Option
upon such exercise would constitute a violation of any Applicable Laws.

6.Termination.



7.Termination on Corporate Transaction; Assumption.Notwithstanding any contrary provision hereof, effective
upon the consummation of a Corporate Transaction, the Option shall terminate unless the Option is assumed by the successor corporation or parent thereof in connection with such Corporate Transaction.

8.Transferability of Option.The Option may be transferred to any person by will and by the laws of descent and
distribution. The Option also may be transferred during the lifetime of the Grantee to certain members of the immediate family of the Grantee as provided in Section 6(e) of the Plan. The terms
of the Option shall be binding upon the executors, administrators, heirs, devisees, successors and transferees of the Grantee.

9.Term of Option.The Option may be exercised no later than the Expiration Date set forth in the Notice or such
earlier date as otherwise provided herein (the "term" of the Option).

10.Tax Consequences.Set forth below is a brief summary as of the date of this Option Agreement of some of the
federal tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.



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11.Entire Agreement: Governing Law.The Notice, the Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject
matter hereof, and may not be modified adversely to the Grantee's interest except by means of a
writing signed by the Company and the Grantee. Nothing in the Notice, the Plan and this Option Agreement (except as expressly provided therein) is intended to confer any rights or remedies on any
persons other than the parties. The Notice, the Plan and this Option Agreement are to be construed in accordance with and governed by the internal laws of the State of California, United States of
America (as permitted by Section 1646.5 of the California Civil Code, or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the
laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice, the Plan or this Option Agreement be
determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and
shall remain enforceable.

12.Headings.The captions used in the Notice and this Option Agreement are inserted for convenience and shall
not be deemed a part of the Option for construction or interpretation.

13.Dispute Resolution.The provisions of this Section 13 shall be the exclusive means of resolving
disputes arising out of or relating to the Notice, the Plan and this Option Agreement. The Company, the Grantee, and the Grantee's assignees pursuant to Section 8 hereof (the "parties") shall
attempt in good faith to resolve any disputes arising out of or relating to the Notice, the Plan and this Option Agreement by negotiation between individuals who have authority to settle the
controversy. Negotiations shall be commenced by either party by notice of a written statement of the party's position and the name and title of the individual who will represent the party. Within
thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute.
If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Option Agreement shall be brought
in the United States District Court for the Central District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of
Orange, California) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.
If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.

14.Notices.All notices, requests, demands and other communications required or permitted to be given pursuant
to this Option Agreement (collectively "notices") shall be in writing and shall be delivered (i) by personal delivery, (ii) by nationally recognized overnight air courier service or
(iii) by deposit in the United States Mail, postage prepaid, registered or certified mail, return receipt requested. A notice shall be deemed to have been given on the date delivered, if
delivered personally or by overnight air courier service; or five (5) days after mailing if mailed. All notices shall be addressed if to the Company at its principal place of business in the
State of California, United States

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of America, to the attention of the Secretary or Chief Financial Officer of the Company; and if to the Optionee or his or her representative at the last address of Optionee shown on the records of
the
Company. Either party may by written notice to the other party specify a different address to which notices shall be given, by sending notice thereof to the other party in the foregoing manner.

IN
WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Option is to be governed by the terms and conditions of this Notice, the Plan, and the Option
Agreement.

| |  | RAINING DATA CORPORATION,
| |  | -------------------------
| |  | a Delaware corporation   
| |  | By:                      
| |  | Title:                   

THE
GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE
OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT
TO FUTURE AWARDS OR CONTINUATION OF GRANTEE'S SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT OF THE COMPANY TO TERMINATE GRANTEE'S SERVICE, WITH OR WITHOUT CAUSE, AND
WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEE'S STATUS IS AT WILL.

The
Grantee acknowledges receipt of a copy of the Plan and the Stock Option Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee further agrees to notify the Company upon any
change in the residence address indicated in this Notice.

|Dated: |  |  | Signed: | Grantee
|------ |  |  | ------- | -------

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EXHIBIT A        RAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLAN        EXERCISE NOTICE

Raining
Data Corporation
17500 Cartwright Road
Irvine, California 32614-5846

Attention:
Secretary

1.Exercise of Option.Effective as of today,
                        ,
                        the undersigned (the "Grantee")
hereby elects to exercise the Grantee's option to purchase                        shares of the Common Stock (the "Shares") of
Raining Data Corporation (the "Company") under and pursuant to the Company's
Amended 1999 Stock Option Plan, as amended from time to time (the "Plan") and the [    ] Incentive [    ] Nonincentive Stock Option
Award Agreement (the "Option Agreement") and Notice of Stock Option Award (the "Notice") dated                        ,
20    . Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Exercise Notice.

2.Representations of the Grantee.The Grantee acknowledges that the Grantee has received, read and understood
the Notice, the Plan, and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3.Rights as Stockholder.Until the stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. 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 5(b) of the Plan.

4.Delivery of Payment.The Grantee herewith delivers to the Company the full Exercise Price for the Shares,
which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 4(d) of the Option
Agreement.

5.Tax Consultation.The Grantee understands that the Grantee may suffer adverse tax consequences as a result of
the Grantee's purchase or disposition of the Shares. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the purchase or
disposition of the Shares and that the Grantee is not relying on the Company for any tax advice

6.Taxes.The Grantee agrees to satisfy all applicable federal, state and local income and employment tax
withholding obligations and herewith delivers to the Company the full amount of such obligations or has made arrangements acceptable to the Company to satisfy such obligations. In the case of an
Incentive Stock Option, the Grantee also agrees, as partial consideration for the designation of the Option as an Incentive Stock Option, to notify the Company in writing within thirty
(30) days of any disposition of any shares acquired by exercise of the Option if such disposition occurs within two (2) years from the Grant Date or within one (1) year from the
date the Shares were transferred to the Grantee. If the Company is required to satisfy any federal, state or local income or employment tax withholding obligations as a result of such an early
disposition, the Grantee agrees to satisfy the amount of such withholding in a manner that the Administrator prescribes.

7.Successors and Assigns.The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this agreement shall inure to the benefit of the successors and assigns of the Company. This Exercise Notice shall be binding upon the Grantee and his or her heirs, executors,
administrators, successors and assigns.

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8.Headings.The captions used in this Exercise Notice are inserted for convenience and shall not be deemed a
part of this agreement for construction or interpretation.

9.Dispute Resolution.The provisions of Section 13 of the Option Agreement shall be the exclusive means
of resolving disputes arising out of or relating to this Exercise Notice.

10.Governing Law; Severability.This Exercise Notice is to be construed in accordance with and governed by the
internal laws of the State of California, United States of America (as permitted by Section 1646.5 of the California Civil Code, or any similar successor provision) without giving effect to any
choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any
provision of this Exercise Notice be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.

11.Notices.All notices, requests, demands and other communications required or permitted to be given hereunder
(collectively "notices") shall be in writing and shall be delivered (i) by personal delivery, (ii) by nationally recognized overnight air courier service or (iii) by deposit in
the United States Mail, postage prepaid, registered or certified mail, return receipt requested. A notice shall be deemed to have been given on the date delivered, if delivered personally or by
overnight air courier service; or five (5) days after mailing if mailed. All notices shall be addressed if to the Company at its principal place of business in the State of California, United
States of America, to the attention of the Secretary or Chief Financial Officer of the Company; and if to the Optionee or his or her representative at the last address of Optionee shown on the records
of the Company. Either party may by written notice to the other party specify a different address to which notices shall be given, by sending notice thereof to the other party in the foregoing manner.

12.Further Instruments.The parties agree to execute such further instruments and to take such further action
as may be reasonably necessary to carry out the purposes and intent of this agreement.

13.Entire Agreement.The Notice, the Plan, and the Option Agreement are incorporated herein by reference, and
together with this Exercise Notice constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee's interest except by means of a writing signed by the Company and the Grantee.
Nothing in the Notice, the Plan, the Option Agreement and this Exercise Notice (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the
parties.

|Submitted by: |  | Accepted by:                 
|------------- |  | -----------------------------
|GRANTEE:      |  | RAINING DATA CORPORATION     
|              |  | By:                          
|(Signature)   |  | Title:                       
|Address:      |  | Address:                     
|              |  | 17500 Cartwright Road        
|              |  | Irvine, California 92614-5846

_________Initials

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RAINING DATA CORPORATION

Enclosed
please find the following:

To
assure proper recording of your grant,please do the following:

Make
sure your correct name and address are on the Notice of Stock Option Grant.

If
you have any questions, please call Angela Kabbakus at ext. 5205.

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