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                                                                    EXHIBIT 10.1

                            RAINING DATA CORPORATION

                        2001 EMPLOYEE STOCK PURCHASE PLAN

                        (As Amended on December 28, 2002)

            The following constitute the provisions of the 2001 Employee Stock
Purchase Plan of Raining Data Corporation.

            1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Parents or Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll deductions. It
is the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.

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

            (a) "Administrator" means either the Board or a committee of the
Board that is responsible for the administration of the Plan as is designated
from time to time by resolution of the Board.

            (b) "Applicable Laws" means the legal requirements relating to the
administration of employee stock purchase plans, if any, under applicable
provisions of federal securities laws, state corporate and securities laws, the
Code, the rules of any applicable stock exchange or national market system, and
the rules of any foreign jurisdiction applicable to participation in the Plan by
residents therein.

            (c) "Board" means the Board of Directors of the Company.

            (d) "Code" means the Internal Revenue Code of 1986, as amended.

            (e) "Common Stock" means the common stock of the Company.

            (f) "Company" means Raining Data Corporation, a Delaware
corporation.

            (g) "Compensation" means an Employee's base salary, overtime,
bonuses, annual awards, and other incentive payments from the Company or one or
more Designated Parents or Subsidiaries, including such amounts of base salary
as are deferred by the Employee (i) under a qualified cash or deferred
arrangement described in Section 401(k) of the Code, or (ii) to a plan qualified
under Section 125 of the Code. Compensation does not include reimbursements or
other expense allowances, fringe benefits (cash or noncash), moving expenses,
deferred compensation, contributions (other than contributions described in the
first sentence) made on the Employee's behalf by the Company or one or more
Designated Parents or Subsidiaries under any employee benefit or welfare plan
now or hereafter established, and any other payments not specifically referenced
in the first sentence.


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            (h) "Corporate Transaction" means any of the following transactions:

                   (1) Any "person" (as such term is used in Sections 13(d) and
            14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
            defined in Rule 13d-3 under the Exchange Act), directly or
            indirectly, of securities of the Company representing 50% or more of
            the total voting power represented by the Company's then outstanding
            voting securities (but excluding any "person" who is the "beneficial
            owner" of an aggregate of 50% or more of the total voting power of
            the Company's outstanding securities as of the Effective Date, or
            any affiliate thereof);

                   (2) The consummation of (i) a merger or consolidation of the
            Company with any other entity, other than a merger or consolidation
            which would result in the voting securities of the Company
            outstanding immediately prior thereto continuing to represent
            (either by remaining outstanding or by being converted into voting
            securities of the surviving entity or the entity that controls the
            Company or such surviving entity) at least fifty percent (50%) of
            the total voting power represented by the voting securities of the
            Company or such surviving entity or the entity that controls the
            Company or such surviving entity outstanding immediately after such
            merger or consolidation, or (ii) the sale or disposition by the
            Company of all or substantially all the Company's assets; or

                   (3)    The complete liquidation of the Company.

            (i) "Designated Parents or Subsidiaries" means the Parents or
Subsidiaries which have been designated by the Administrator from time to time
as eligible to participate in the Plan.

            (j) "Effective Date" means January 16, 2002. However, should any
Designated Parent or Subsidiary become a participating company in the Plan after
such date, then such entity shall designate a separate Effective Date with
respect to its employee-participants.

            (k) "Employee" means any individual, including an officer or
director, who is an employee of the Company or a Designated Parent or Subsidiary
for purposes of Section 423 of the Code. For purposes of the Plan, the
employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the
individual's employer. Where the period of leave exceeds ninety (90) days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
ninety-first (91st) day of such leave, for purposes of determining eligibility
to participate in the Plan.

            (l) "Enrollment Date" means the first day of each Offer Period.

            (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (n) "Exercise Date" means the last day of each Offer Period (or
Purchase Period, if applicable).



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            (o) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock
        exchange or a national market system, including without limitation The
        Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
        Market, its Fair Market Value shall be the closing sales price for such
        stock (or the closing bid, if no sales were reported) as quoted on such
        exchange or system on the date of determination (or, if no closing sales
        price or closing bid was reported on that date, as applicable, on the
        last trading date such closing sales price or closing bid was reported),
        as reported in The Wall Street Journal or such other source as the
        Administrator deems reliable;

               (ii) If the Common Stock is regularly quoted on an automated
        quotation system (including the OTC Bulletin Board) or by a recognized
        securities dealer, but selling prices are not reported, the Fair Market
        Value of a Share of Common Stock shall be the mean between the high bid
        and low asked prices for the Common Stock on date of determination (or,
        if no such prices were reported on that date, on the last date such
        prices were reported), as reported in The Wall Street Journal or such
        other source as the Administrator deems reliable; or

               (iii) In the absence of an established market for the Common
        Stock of the type described in (1) and (2), above, the Fair Market Value
        thereof shall be determined by the Administrator in good faith and in a
        manner consistent with Section 260.140.50 of Title 10 of the California
        Code of Regulations which requires that consideration be given to (A)
        the price at which securities of reasonably comparable corporations (if
        any) in the same industry are being traded, or (B) if there are no
        securities of reasonably comparable corporations in the same industry
        being traded, the earnings history, book value and prospects of the
        issuer in light of market conditions generally.

            (p) "Offer Period" means an Offer Period established pursuant to
Section 4 hereof.

            (q) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (r) "Participant" means an Employee of the Company or Designated
Parent or Subsidiary who is actively participating in the Plan.

            (s) "Plan" means this Employee Stock Purchase Plan.

            (t) "Purchase Period" means a period specified as such pursuant to
Section 4(b) hereof.

            (u) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.


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            (v) "Reserves" means the sum of the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

            (w) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

            3. Eligibility.

            (a) General. Any individual who is an Employee on a given Enrollment
Date shall be eligible to participate in the Plan for the Offer Period
commencing with such Enrollment Date.

            (b) Limitations on Grant and Accrual. Any provisions of the Plan to
the contrary notwithstanding, no Employee shall be granted an option under the
Plan (i) if, immediately after the grant, such Employee (taking into account
stock owned by any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
Parent or Subsidiary, or (ii) which permits the Employee's rights to purchase
stock under all employee stock purchase plans of the Company and its Parents or
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the Fair Market Value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time. The determination of the accrual of the right to
purchase stock shall be made in accordance with Section 423(b)(8) of the Code
and the regulations thereunder.

            (c) Other Limits on Eligibility. Notwithstanding Subsection (a),
above, the following Employees shall not be eligible to participate in the Plan
for any relevant Offer Period: (i) Employees whose customary employment is 10
hours or less per week; (ii) Employees whose customary employment is for not
more than 5 months in any calendar year; (iii) Employees who have been employed
for fewer than five business days; and (iv) Employees who are subject to rules
or laws of a foreign jurisdiction that prohibit or make impractical the
participation of such Employees in the Plan.

            4. Offer Periods.

            (a) The Plan shall be implemented through overlapping or consecutive
Offer Periods until such time as (i) the maximum number of shares of Common
Stock available for issuance under the Plan shall have been purchased or (ii)
the Plan shall have been sooner terminated in accordance with Section 19 hereof.
The maximum duration of an Offer Period shall be six (6) months. Initially, the
Plan shall be implemented through consecutive Offer Periods of six (6) months'
duration commencing each February 15 and August 15 following the Effective Date
(except that the initial Offer Period shall commence on the Effective Date
instead of February 15 and shall end on August 14, 2002).


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            (b) A Participant shall be granted a separate option for each Offer
Period in which he or she participates. The option shall be granted on the
Enrollment Date and shall be automatically exercised on the last day of the
Offer Period. However, with respect to any Offer Period, the Administrator may
specify shorter Purchase Periods within an Offer Period, such that the option
granted on the Enrollment Date shall be automatically exercised in successive
installments on the last day of each Purchase Period ending within the Offer
Period.

            (c) Except as specifically provided herein, the acquisition of
Common Stock through participation in the Plan for any Offer Period shall
neither limit nor require the acquisition of Common Stock by a Participant in
any subsequent Offer Period.

            5. Participation.

            (a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan (or in such other form or procedure the Administrator
determines for evidencing elections to participate) and filing it with the
designated payroll office of the Company at least ten (10) business days prior
to the Enrollment Date for the Offer Period in which such participation will
commence, unless a later time for filing the subscription agreement is set by
the Administrator for all eligible Employees with respect to a given Offer
Period.

            (b) Payroll deductions for a Participant shall commence with the
first partial or full payroll period beginning on the Enrollment Date and shall
end on the last complete payroll period during the Offer Period, unless sooner
terminated by the Participant as provided in Section 10.

            6. Payroll Deductions.

            (a) At the time a Participant files a subscription agreement, the
Participant shall elect to have payroll deductions made during the Offer Period
in amounts between one percent (1%) and not exceeding ten percent (10%) of the
Compensation which the Participant receives during the Offer Period.

            (b) All payroll deductions made for a Participant shall be credited
to the Participant's account under the Plan and will be withheld in whole
percentages only. A Participant may not make any additional payments into such
account.

            (c) A Participant may discontinue participation in the Plan as
provided in Section 10, or may increase or decrease the rate of payroll
deductions during the Offer Period by completing and filing with the Company a
change of status notice in the form of Exhibit B to this Plan authorizing an
increase or decrease in the payroll deduction rate. Any increase or decrease in
the rate of a Participant's payroll deductions shall be effective with the first
full payroll period commencing ten (10) business days after the Company's
receipt of the change of status notice unless the Company elects to process a
given change in participation more quickly. A Participant's subscription
agreement (as modified by any change of status notice) shall remain in effect
for successive Offer Periods unless terminated as provided in Section 10. The


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Administrator shall be authorized to limit the number of payroll deduction rate
changes during any Offer Period.

            (d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a Participant's
payroll deductions shall be decreased to 0%. Payroll deductions shall recommence
at the rate provided in such Participant's subscription agreement, as amended,
at the time when permitted under Section 423(b)(8) of the Code and Section 3(b)
herein, unless such participation is sooner terminated by the Participant as
provided in Section 10.

            7. Grant of Option. On the Enrollment Date, each Participant shall
be granted an option to purchase (at the applicable Purchase Price) one thousand
five hundred (1,500) shares of the Common Stock, subject to adjustment as
provided in Section 18 hereof; provided that such option shall be subject to the
limitations set forth in Sections 3(b), 6 and 12 hereof. Exercise of the option
shall occur as provided in Section 8, unless the Participant has withdrawn
pursuant to Section 10, and the option, to the extent not exercised, shall
expire on the last day of the Offer Period.

            8. Exercise of Option. Unless a Participant withdraws from the Plan
as provided in Section 10, below, the Participant's option for the purchase of
shares will be exercised automatically on each Exercise Date, by applying the
accumulated payroll deductions in the Participant's account to purchase the
number of full shares subject to the option by dividing such Participant's
payroll deductions accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the applicable Purchase Price.
No fractional shares will be purchased; any payroll deductions accumulated in a
Participant's account which are not sufficient to purchase a full share shall be
carried over to the next Offer Period (or Purchase Period, if applicable) or
returned to the Participant, if the Participant withdraws from the Plan.
Notwithstanding the foregoing, any amount remaining in a Participant's account
following the purchase of shares on the Exercise Date due to the application of
Section 423(b)(8) of the Code or Section 7, above, shall be returned to the
Participant and shall not be carried over to the next Offer Period (or Purchase
Period, if applicable). During a Participant's lifetime, a Participant's option
to purchase shares hereunder is exercisable only by the Participant.

            9. Delivery. Upon receipt of a request from a Participant after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the delivery to such Participant, as promptly as practicable, of a certificate
representing the shares purchased upon exercise of the Participant's option.

            10. Withdrawal; Termination of Employment.

            (a) A Participant may either (i) withdraw all but not less than all
the payroll deductions credited to the Participant's account and not yet used to
exercise the Participant's option under the Plan or (ii) terminate future
payroll deductions, but allow accumulated payroll deductions to be used to
exercise the Participant's option under the Plan at any time by giving written
notice to the Company in the form of Exhibit B to this Plan. If the Participant
elects



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withdrawal alternative (i) described above, all of the Participant's payroll
deductions credited to the Participant's account will be paid to such
Participant as promptly as practicable after receipt of notice of withdrawal,
such Participant's option for the Offer Period will be automatically terminated,
and no further payroll deductions for the purchase of shares will be made during
the Offer Period. If the Participant elects withdrawal alternative (ii)
described above, no further payroll deductions for the purchase of shares will
be made during the Offer Period, all of the Participant's payroll deductions
credited to the Participant's account will be applied to the exercise of the
Participant's option on the next Exercise Date, and after such Exercise Date,
such Participant's option for the Offer Period will be automatically terminated.
If a Participant withdraws from an Offer Period, payroll deductions will not
resume at the beginning of the succeeding Offer Period unless the Participant
delivers to the Company a new subscription agreement.

            (b) Upon termination of a Participant's employment relationship (as
described in Section 2(k)) at a time more than three (3) months from the next
scheduled Exercise Date, the payroll deductions credited to such Participant's
account during the Offer Period but not yet used to exercise the option will be
returned to such Participant or, in the case of his/her death, to the person or
persons entitled thereto under Section 14, and such Participant's option will be
automatically terminated. Upon termination of a Participant's employment
relationship (as described in Section 2(k)) within three (3) months of the next
scheduled Exercise Date, the payroll deductions credited to such Participant's
account during the Offer Period but not yet used to exercise the option will be
applied to the purchase of Common Stock on the next Exercise Date, unless the
Participant (or in the case of the Participant's death, the person or persons
entitled to the Participant's account balance under Section 14) withdraws from
the Plan by submitting a change of status notice in accordance with subsection
(a) of this Section 10. In such a case, no further payroll deductions will be
credited to the Participant's account following the Participant's termination of
employment and the Participant's option under the Plan will be automatically
terminated after the purchase of Common Stock on the next scheduled Exercise
Date.

            11. Interest. No interest shall accrue on the payroll deductions
credited to a Participant's account under the Plan.

            12. Stock.

            (a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan shall be one million (1,000,000) shares,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 18; provided that at no time shall the total number of shares of
Common Stock issuable under this Plan, when combined with shares called for
under any other stock bonus or similar plan of the Company and the total number
of shares issuable upon exercise of outstanding options, exceed thirty percent
(30%) of the then outstanding shares of the Company, as calculated in accordance
with the conditions and exclusions of Section 260.140.45 of Title 10 of the
California Code of Regulations, unless a percentage higher than 30% is approved
by at least two-thirds (2/3) of the outstanding shares of the Company entitled
to vote. If the Administrator determines that on a given Exercise Date the
number of shares with respect to which options are to be exercised may exceed
(x) the number of


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shares then available for sale under the Plan or (y) the number of shares
available for sale under the Plan on the Enrollment Date(s) of one or more of
the Offer Periods in which such Exercise Date is to occur, the Administrator may
make a pro rata allocation of the shares remaining available for purchase on
such Enrollment Dates or Exercise Date, as applicable, in as uniform a manner as
shall be practicable and as it shall determine to be equitable, and shall either
continue all Offer Periods then in effect or terminate any one or more Offer
Periods then in effect pursuant to Section 19, below.

            (b) A Participant will have no interest or voting right in shares
covered by the Participant's option until such shares are actually purchased on
the Participant's behalf in accordance with the applicable provisions of the
Plan. No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date of such purchase.

            (c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or in the name of the Participant and
his or her spouse.

            13. Administration. The Plan shall be administered by the
Administrator which shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Administrator shall, to the full extent
permitted by Applicable Law, be final and binding upon all persons.

            14. Designation of Beneficiary.

            (a) Each Participant will file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under the Plan in the event of such Participant's death.
If a Participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

            (b) Such designation of beneficiary may be changed by the
Participant (and the Participant's spouse, if any) at any time by written
notice. In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Plan who is living (or in existence) at
the time of such Participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Administrator), the Administrator shall deliver such shares and/or cash to
the spouse (or domestic partner, as determined by the Administrator) of the
Participant, or if no spouse (or domestic partner) is known to the
Administrator, then to the issue of the Participant, such distribution to be
made per stirpes (by right of representation), or if no issue are known to the
Administrator, then to the heirs at law of the Participant determined in
accordance with Section 27.

            15. Transferability. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14 hereof) by the Participant. Any


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such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Administrator may treat such act as an election
to withdraw funds from an Offer Period in accordance with Section 10.

            16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

            17. Reports. Individual accounts will be maintained for each
Participant in the Plan. Statements of account will be given to Participants at
least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

            18. Adjustments Upon Changes in Capitalization; Corporate
Transactions.

            (a) Adjustments Upon Changes in Capitalization. Subject to any
required action by the stockholders of the Company, the Reserves, the Purchase
Price, the maximum number of shares that may be purchased in any Offer Period,
as well as any other terms that the Administrator determines require adjustment
shall be proportionately adjusted for (i) any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, (ii)
any other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, or (iii) as the
Administrator may determine in its discretion, any other transaction with
respect to Common Stock to which Section 424(a) of the Code applies; provided,
however that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Administrator and its determination shall be
final, binding and conclusive. Except as the Administrator determines, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason hereof shall be made with respect to, the Reserves and the Purchase
Price.

            (b) Corporate Transactions. In the event of a proposed Corporate
Transaction, each option under the Plan shall be assumed by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Administrator, in the exercise of its sole discretion and in lieu of such
assumption, determines to shorten the Offer Period then in progress by setting a
new Exercise Date (the "New Exercise Date"). If the Administrator shortens the
Offer Period then in progress in lieu of assumption in the event of a Corporate
Transaction, the Administrator shall notify each Participant in writing at least
ten (10) business days prior to the New Exercise Date, that the Exercise Date
for the Participant's option has been changed to the New Exercise Date and that
either:

               (i) the Participant's option will be exercised automatically on
        the New Exercise Date, unless prior to such date the Participant has
        withdrawn from the Offer Period as provided in Section 10; or


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               (ii) the Company shall pay to the Participant on the New Exercise
        Date an amount in cash, cash equivalents, or property as determined by
        the Administrator that is equal to the difference in the Fair Market
        Value of the shares subject to the option and the Purchase Price due had
        the Participant's option been exercised automatically under Subsection
        (b)(i) above.

            For purposes of this Subsection, an option granted under the Plan
shall be deemed to be assumed if, in connection with the Corporate Transaction,
the option is replaced with a comparable option with respect to shares of
capital stock of the successor corporation or Parent thereof. The determination
of option comparability shall be made by the Administrator prior to the
Corporate Transaction and its determination shall be final, binding and
conclusive on all persons.

            19. Amendment or Termination.

            (a) The Administrator may at any time and for any reason terminate
or amend the Plan. Except as provided in Section 18, no such termination can
affect options previously granted, provided that the Plan or any one or more
Offer Periods may be terminated by the Administrator on any Exercise Date or by
the Administrator establishing a new Exercise Date with respect to any Offer
Period (and/or any Purchase Period, if applicable) then in progress if the
Administrator determines that the termination of the Plan or such one or more
Offer Periods is in the best interests of the Company and its stockholders.
Except as provided in Section 18 and this Section 19, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any Participant without the consent of affected Participants. To the extent
necessary to comply with Section 423 of the Code (or any successor rule or
provision or any other Applicable Law), the Company shall obtain stockholder
approval in such a manner and to such a degree as required.

            (b) Without stockholder consent and without regard to whether any
Participant rights may be considered to have been "adversely affected," the
Administrator shall be entitled to limit the frequency and/or number of changes
in the amount withheld during Offer Periods, implement and/or change the length
of Purchase Periods within any Offer Period, determine the length of any future
Offer Period, determine whether future Offer Periods shall be consecutive or
overlapping, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, establish additional terms, conditions, rules
or procedures to accommodate the rules or laws of applicable foreign
jurisdictions, permit payroll withholding in excess of the amount designated by
a Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
Participant properly correspond with amounts withheld from the Participant's
Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion advisable and which are
consistent with the Plan.

            20. Notices. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when


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<PAGE>

received in the form specified by the Administrator at the location, or by the
person, designated by the Administrator for the receipt thereof.

            21. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all Applicable
Laws and shall be further subject to the approval of counsel for the Company
with respect to such compliance. As a condition to the exercise of an option,
the Company may require the Participant to represent and warrant at the time of
any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned Applicable Laws. In addition, no options shall be exercised
or shares issued hereunder before the Plan shall have been approved by
stockholders of the Company as provided in Section 23.

            22. Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the stockholders of the
Company. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 19.

            23. Stockholder Approval. Continuance of the Plan shall be subject
to approval by the stockholders of the Company within twelve (12) months before
or after the date the Plan is adopted. Such stockholder approval shall be
obtained in the degree and manner required under Applicable Laws.

            24. No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of any employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company or
a Designated Parent or Subsidiary, and it shall not be deemed to interfere in
any way with such employer's right to terminate, or otherwise modify, an
employee's employment at any time.

            25. No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Designated Parent or Subsidiary, participation in the Plan shall not be deemed
compensation for purposes of computing benefits or contributions under any
retirement plan of the Company or a Designated Parent or Subsidiary, and shall
not affect any benefits under any other benefit plan of any kind or any benefit
plan subsequently instituted under which the availability or amount of benefits
is related to level of compensation. The Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.

            26. Effect of Plan. The provisions of the Plan shall, in accordance
with its terms, be binding upon, and inure to the benefit of, all successors of
each Participant, including, without limitation, such Participant's estate and
the executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.


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<PAGE>

            27. Governing Law. The Plan is to be construed in accordance with
and governed by the internal laws of the State of California (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, except to the extent the
internal laws of the State of California are superseded by the laws of the
United States. Should any provision of the Plan be determined by a court of law
to be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.

            28. Dispute Resolution. The provisions of this Section 28 (and as
restated in the Subscription Agreement) shall be the exclusive means of
resolving disputes arising out of or relating to the Plan. The Company and the
Participant, or their respective successors (the "parties"), shall attempt in
good faith to resolve any disputes arising out of or relating to the Plan 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 Plan 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 Los Angeles) 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 28 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.

            29. Information to Participants. The Company shall provide to each
Participant, during the period for which such Participant has an option
outstanding, copies of financial statements at least annually and all annual
reports and other information which is provided to all shareholders of the
Company.


                                       12
<PAGE>


                                    EXHIBIT A

                      Raining Data Corporation 2001 Employee Stock Purchase Plan
                                                          SUBSCRIPTION AGREEMENT

                                   Effective with the Offer Period beginning on:
                                  [ ] ESPP Effective Date or [ ] August 15, 2002


<TABLE>
<CAPTION>
<S>                                                                       <C>
1.  Personal Information [modify data requested as appropriate]

    Legal Name (Please Print) __________________________________________  _______________ ___________
                              (Last)          (First)        (MI)             Location     Department

    Street Address______________________________________________________  ___________________________
                                                                           Daytime Telephone

    City, State/Country, Zip____________________________________________  ___________________________
                                                                           E-Mail Address

    Social Security No. _ _ _ -- _ _ -- _ _ _ _Employee I.D. No. ________ ___________________________
                                                                           Manager      Mgr. Location

2.  ELIGIBILITY Any Employee whose customary employment is more than 30 hours
    per week and more than 5 months per calendar year, who has been an Employee
    for more than 5 business days and who does not hold (directly or indirectly)
    five percent (5%) or more of the combined voting power of the Company, a
    parent or a subsidiary, whether in stock or options to acquire stock is
    eligible to participate in the Raining Data Corporation 2001 Employee Stock
    Purchase Plan (the "ESPP"); provided, however, that Employees who are
    subject to the rules or laws of a foreign jurisdiction that prohibit or make
    impractical the participation of such Employees in the ESPP are not eligible
    to participate.

3.  DEFINITIONS Each capitalized term in this Subscription Agreement shall have
    the meaning set forth in the ESPP.

4.  SUBSCRIPTION I hereby elect to participate in the ESPP and subscribe to
    purchase shares of the Company's Common Stock in accordance with this
    Subscription Agreement and the ESPP. I have received a complete copy of the
    ESPP and a prospectus describing the ESPP and understand that my
    participation in the ESPP is in all respects subject to the terms of the
    ESPP. The effectiveness of this Subscription Agreement is dependent on my
    eligibility to participate in the ESPP.

5.  PAYROLL DEDUCTION AUTHORIZATION I hereby authorize payroll deductions from
    my Compensation during the Offer Period in the percentage specified below
    (payroll reductions may not exceed 10% of Compensation nor $21,250 per
    calendar year):

    ------------------------------------------------------------------------------------------------
    Percentage to be Deducted (circle one)   1%   2%    3%   4%   5%    6%    7%    8%    9%     10%
    ------------------------------------------------------------------------------------------------

6.  ESPP ACCOUNTS AND PURCHASE PRICE I understand that all payroll deductions
    will be credited to my account under the ESPP. No additional payments may be
    made to my account. No interest will be credited on funds held in the
    account at any time including any refund of the account caused by withdrawal
    from the ESPP. All payroll deductions shall be accumulated for the purchase
    of Company Common Stock at the applicable Purchase Price determined in
    accordance with the ESPP.

7.  WITHDRAWAL AND CHANGES IN PAYROLL DEDUCTION I understand that I may
    discontinue my participation in the ESPP at any time prior to an Exercise
    Date as provided in Section 10 of the ESPP, but if I do not withdraw from
    the ESPP, any accumulated payroll deductions will be applied automatically
    to purchase Company Common Stock. I may increase or decrease the rate of my
    payroll deductions in whole percentage increments to not less than one
    percent (1%) on one occasion during any Offer Period by completing and
    timely filing a Change of Status Notice. Any increase or decrease will be
    effective for the full payroll period occurring after ten (10) business days
    from the Company's receipt of the Change of Status Notice.

8.  PERPETUAL SUBSCRIPTION I understand that this Subscription Agreement shall
    remain in effect for successive Offer Periods until I withdraw from
    participation in the ESPP, or termination of the ESPP.

9.  TAXES I have reviewed the ESPP prospectus discussion of the federal tax
    consequences of participation in the ESPP and consulted with tax consultants
    as I deemed advisable prior to my participation in the ESPP. I hereby agree
    to notify
</TABLE>


                                      A-1
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                       <C>
    the Company in writing within thirty (30) days of any disposition (transfer
    or sale) of any shares purchased under the ESPP if such disposition occurs
    within two (2) years of the Enrollment Date (the first day of the Offer
    Period during which the shares were purchased) or within one (1) year of the
    Exercise Date (the date I purchased such shares), and I will make adequate
    provision to the Company for foreign, federal, state or other tax
    withholding obligations, if any, which arise upon the disposition of the
    shares. In addition, the Company may withhold from my Compensation any
    amount necessary to meet applicable tax withholding obligations incident to
    my participation in the ESPP, including any withholding necessary to make
    available to the Company any tax deductions or benefits contingent on such
    withholding.

10. DISPUTE RESOLUTION The provisions of this Section 10 and Section 28 of the
    ESPP shall be the exclusive means of resolving disputes arising out of or
    relating to the Plan. The Company and I, or our respective successors (the
    "parties"), shall attempt in good faith to resolve any disputes arising out
    of or relating to the Plan 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 Company and I agree that any suit, action,
    or proceeding arising out of or relating to the Plan 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 Los Angeles) and that we shall
    submit to the jurisdiction of such court. The Company and I irrevocably
    waive, to the fullest extent permitted by law, any objection we may have to
    the laying of venue for any such suit, action or proceeding brought in such
    court. THE COMPANY AND I ALSO EXPRESSLY WAIVE ANY RIGHT WE HAVE OR MAY HAVE
    TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more
    provisions of this Section 10 or Section 28 of the ESPP shall for any reason
    be held invalid or unenforceable, it is the specific intent of the Company
    and I that such provisions shall be modified to the minimum extent necessary
    to make it or its application valid and enforceable.

11. DESIGNATION OF BENEFICIARY In the event of my death, I hereby designate the
    following person or trust as my beneficiary to receive all payments and
    shares due to me under the ESPP: [ ] I am single [ ] I am married

    Beneficiary (please print) _________________________________________  Relationship to Beneficiary (if any)
                                (Last)          (First)          (MI)

    Street Address _____________________________________________________  ____________________________________

    City, State/Country, Zip ___________________________________________

12. TERMINATION OF ESPP I understand that the Company has the right, exercisable
    in its sole discretion, to amend or terminate the ESPP at any time, and a
    termination may be effective as early as an Exercise Date, including the
    establishment of an alternative date for an Exercise Date within each
    outstanding Offer Period.

    Date: __________________________    Employee Signature:__________________________________________

                                                           _______________________________________________________
                                                           spouse's signature (if beneficiary is other than spouse)
</TABLE>




                                      A-2
<PAGE>



                                    EXHIBIT B

                      Raining Data Corporation 2001 Employee Stock Purchase Plan
                                                         CHANGE OF STATUS NOTICE


---------------------------------------------------
 Participant Name (Please Print)

---------------------------------------------------
 Social Security Number

================================================================================

<TABLE>
<CAPTION>
<S>     <C>
        WITHDRAWAL FROM ESPP

        I hereby withdraw from the Raining Data Corporation 2001 Employee Stock
        Purchase Plan (the "ESPP") and agree that my option under the applicable
        Offer Period will be automatically terminated and all accumulated
        payroll deductions credited to my account will be refunded to me or
        applied to the purchase of Common Stock depending on the alternative
        indicated below. No further payroll deductions will be made for the
        purchase of shares in the applicable Offer Period and I shall be
        eligible to participate in a future Offer Period only by timely delivery
        to the Company of a new Subscription Agreement.

  [  ]  WITHDRAWAL AND PURCHASE OF COMMON STOCK

        Payroll deductions will terminate, but your account balance will be
        applied to purchase Common Stock on the next Exercise Date. Any
        remaining balance will be refunded.

  [  ]  WITHDRAWAL WITHOUT PURCHASE OF COMMON STOCK

        Entire account balance will be refunded to me and no Common Stock will
        be purchased on the next Exercise Date provided this notice is submitted
        to the Company ten (10) business days prior to the next Exercise Date.

  [  ]  CHANGE IN PAYROLL DEDUCTION

        I hereby elect to change my rate of payroll deduction under the ESPP as
        follows (select one):

    ------------------------------------------------------------------------------------------------
    Percentage to be Deducted (circle one)   1%   2%    3%   4%   5%    6%    7%    8%    9%     10%
    ------------------------------------------------------------------------------------------------

        An increase or a decrease in payroll deduction will be effective for the
        first full payroll period commencing no fewer than ten (10) business
        days following the Company's receipt of this notice, unless this change
        is processed more quickly.
</TABLE>

================================================================================


                                      B-1
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>
================================================================================

  [  ]  CHANGE OF BENEFICIARY         [  ] I am single    [  ] I am married

        This change of beneficiary shall terminate my previous beneficiary
        designation under the ESPP. In the event of my death, I hereby designate
        the following person or trust as my beneficiary to receive all payments
        and shares due to me under the ESPP:

    Beneficiary (please print) ______________________________________   Relationship to Beneficiary (if any)
                                (Last)          (First)        (MI)

    Street Address __________________________________________________  ______________________________

    City, State/Country, Zip ________________________________________




    Date: __________________________    Employee Signature:__________________________________________

                                                           ____________________________________________________________
                                                           spouse's signature (if new beneficiary is other than spouse)

</TABLE>

                                      B-1