Exhibit 10.1

RAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLANSTOCK OPTION AGREEMENT

NOTICE OF STOCK OPTION GRANT

Grantee's Name and Address:

Brian C. Bezdek
c/o Raining Data Corporation
17500 Cartwright Road
Irvine, CA 92614


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:

Grant Date of Option

December 20, 2002Vesting Commencement Date

December 20, 2002Exercise Price per Share

$2.01Total Number of Shares Granted

56,250Total Exercise Price

$113,062.50Type 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:



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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 PLANSTOCK 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.



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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:



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.



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7.Termination on Corporate Transaction; Assumption.In the event of a Corporate Transaction, each outstanding
Option Share shall be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation or
entity in a Corporate Transaction refuses to assume or substitute for the Option Share, then the Grantee shall fully vest in and have the right to exercise the Option as to all of the Option Shares,
including Option Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Corporate
Transaction, the Administrator shall notify the Grantee in writing or electronically that the Option shall be fully exercisable for a period of thirty (30) days from the date of such notice,
and the Option shall terminate upon expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the Corporate Transaction, the option confers
the right to purchase or receive, for each Share subject to the Option immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received
in the Corporate Transaction 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).

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.

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

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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.

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:                                             

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

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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: 12/20/02 |  | Signed: | /s/BRIAN C. BEZDEKGrantee
|--------------- |  | ------- | -------------------------

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EXHIBIT ARAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLANEXERCISE 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

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assigns of the Company. This Exercise Notice shall be binding upon the Grantee and his or her heirs, executors, administrators, successors and assigns.

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                           
|              |  |                                                    
|              |  |                                                    
|              |  |                                                    
|              |  |                                                    
|(Signature)   |  |                                                    
|Address:      |  | Address:                                           
|              |  | 17500 Cartwright Road
Irvine, California 92614-5846

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RAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLANSTOCK OPTION AGREEMENT

NOTICE OF STOCK OPTION GRANT

Grantee's Name and Address:

Brian C. Bezdek
c/o Raining Data Corporation
17500 Cartwright Road
Irvine, CA 92614


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:

Grant Date of Option

December 20, 2002Vesting Commencement Date

December 20, 2002Exercise Price per Share

$2.01Total Number of Shares Granted

18,750Total Exercise Price

$37,687.50Type of Option:

Non-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:



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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.

RAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLANSTOCK OPTION AGREEMENT

14.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.

15.Certain Definitions.



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16.Exercise of Option.



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17.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:



18.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.

19.Termination.



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20.Termination on Corporate Transaction; Assumption.In the event of a Corporate Transaction, each outstanding
Option Share shall be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation or
entity in a Corporate Transaction refuses to assume or substitute for the Option Share, then the Grantee shall fully vest in and have the right to exercise the Option as to all of the Option Shares,
including Option Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Corporate
Transaction, the Administrator shall notify the Grantee in writing or electronically that the Option shall be fully exercisable for a period of thirty (30) days from the date of such notice,
and the Option shall terminate upon expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the Corporate Transaction, the option confers
the right to purchase or receive, for each Share subject to the Option immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received
in the Corporate Transaction 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).

21.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.

22.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).

23.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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24.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.

25.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.

26.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.

27.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

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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:                                             

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: 12/20/02 |  | Signed: | /s/BRIAN C. BEZDEKGrantee
|--------------- |  | ------- | -------------------------

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EXHIBIT ARAINING DATA CORPORATION  AMENDED 1999 STOCK OPTION PLANEXERCISE NOTICE

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

Attention:
Secretary

28.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.

29.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.

30.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.

31.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.

32.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

33.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.

34.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

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assigns of the Company. This Exercise Notice shall be binding upon the Grantee and his or her heirs, executors, administrators, successors and assigns.

35.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.

36.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.

37.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.

38.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.

39.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.

40.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                           
|              |  |                                                    
|              |  |                                                    
|              |  |                                                    
|              |  |                                                    
|(Signature)   |  |                                                    
|Address:      |  | Address:                                           
|              |  | 17500 Cartwright Road
Irvine, California 92614-5846

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