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                     Exhibit 10.3 1992 Non-Employee Directors' Stock Option Plan

                               STAC SOFTWARE, INC.

                 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                            Adopted on March 13, 1992

                     As Amended by the Board of Directors on
              December 2, 1994, January 22, 1999, and March 4, 1999

1.       PURPOSE.
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     (a)  The purpose of the 1992 Non-Employee Directors' Stock Option Plan (the
          "Plan") is to provide a means by which each director of Stac Software,
          Inc., a Delaware corporation (the "Company"), who is not otherwise an
          employee of the Company or of any Affiliate of the Company (each such
          person being hereafter referred to as a "Non-Employee Director") will
          be given an opportunity to purchase stock of the Company.

     (b)  The word "Affiliate" as used in the Plan means any parent corporation
          or subsidiary corporation of the Company as those terms are defined in
          Sections 424(e) and (f), respectively, of the Internal Revenue Code of
          1986, as amended (the "Code").

     (c)  The Company, by means of the Plan, seeks to retain the services of
          persons now serving as Non-Employee Directors of the Company, to
          secure and retain the services of persons capable of serving in such
          capacity, and to provide incentives for such persons to exert maximum
          efforts for the success of the Company.

     (d)  The Company intends that the options issued under the Plan not be
          incentive stock options as that term is used in Section 422 of the
          Code.

2.       ADMINISTRATION. 
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     (a)  The Plan shall be administered by the Board of Directors of the
          Company (the "Board") unless and until the Board delegates
          administration to a committee, as provided in subparagraph 2(c).

     (b)  The Board shall have the power, subject to, and within the limitations
          of, the express provisions of the Plan:

          (1)  To construe and interpret the Plan and options granted under it,
               and to establish, amend and revoke rules and regulations for its
               administration. The Board, in the exercise of this power, may
               correct any defect, omission or inconsistency in the Plan or in
               any option agreement, in a manner and to the extent it shall deem
               necessary or expedient to make the Plan fully effective.

          (2)  To amend the Plan as provided in paragraph 11.

          (3)  Generally, to exercise such powers and to perform such acts as
               the Board deems necessary or expedient to promote the best
               interests of the Company.

     (c)  The Board may delegate administration of the Plan to a committee
          composed of not fewer than two (2) members of the Board (the
          "Committee"). If administration is delegated to a Committee, the
          Committee shall have, in connection with the administration of the
          Plan, the powers theretofore possessed by the Board, subject, however,
          to such resolutions, not inconsistent with the provisions of the Plan,
          as may be adopted from time to time by the Board. The Board may
          abolish the Committee at any time and revest in the Board the
          administration of the Plan.


                                       
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3.       SHARES SUBJECT TO THE PLAN. 
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     (a)  Subject to the provisions of paragraph 10 relating to adjustments upon
          changes in stock, the stock that may be sold pursuant to options
          granted under the Plan shall not exceed in the aggregate eight hundred
          ninety-three thousand seven hundred five (893,785) shares of the
          Company's Common Stock. If any option granted under the Plan shall for
          any reason expire or otherwise terminate without having been exercised
          in full, the stock not purchased under such option shall revert to and
          again become available for issuance pursuant to exercises of options
          granted under the Plan.

     (b)  The stock subject to the Plan may be unissued shares or reacquired
          shares, bought on the market or otherwise.

4.       ELIGIBILITY. 
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         Options shall be granted only to Non-Employee Directors of the Company.

5.       NON-DISCRETIONARY GRANTS.
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     (a)  Each person who is, after March 4, 1999, elected for the first time by
          the Board or stockholders of the Company to serve as a Non-Employee
          Director of the Company and who has not previously served as a member
          of the Board shall, upon the date of such election, be granted an
          option (on the terms and conditions set forth herein) to purchase
          sixty thousand (60,000) shares of the Company's Common Stock
          (hereinafter referred to as an "Initial Election Option"); provided
          that each person elected between January 1, 1999 and March 4, 1999 for
          the first time by the Board or stockholders of the Company to serve as
          a Non-Employee Director of the Company and who received a grant of an
          option to purchase twenty five thousand (25,000) shares upon election,
          shall be granted as of March 4, 1999, an option (on the terms and
          conditions set forth herein) to purchase thirty five thousand (35,000)
          additional shares so that each of such persons as of March 4, 1999
          shall have been granted options to purchase an aggregate sixty
          thousand (60,000) shares of the Company's Common Stock, all of which
          shall constitute such each such person's Initial Election Option.

     (b)  Each person has who previously served as a member of the Board
          (whether or not as a Non-Employee Director) and who is, after March 4,
          1999, re-elected by the Board or stockholders of the Company to serve
          as a Non-Employee Director of the Company shall, upon the date of such
          re-election be granted an option (on the terms and conditions set
          forth herein) to purchase fifteen thousand (15,000) shares of the
          Company's Common Stock (hereinafter referred to as a "Re-Election
          Option").

6.       OPTION PROVISIONS. 
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         Each option shall contain the following terms and conditions:

     (a)  No option shall be exercisable after the expiration of ten (10) years
          from the date it was granted.

     (b)  The exercise price of each option shall be equal to the fair market
          value on the date of grant (the "Grant Date") of the stock subject to
          such option. For purposes of this Plan, "fair market value" means, as
          of any date, the value of the common stock of the Company determined
          as follows:


                                       
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          (1)  If the common stock is listed on any established stock exchange
               or a national market system, including without limitation the
               National Market System of the National Association of Securities
               Dealers, Inc. Automated Quotation ("NASDAQ") System, the fair
               market value of a share of common stock shall be the closing
               price of the common stock on such exchange or national market
               system on the date as of which the determination is to be made
               (or, if such date is not a trading day on such exchange or
               system, on the date that is the first preceding market trading
               day prior to the date as of which the determination is to be
               made);

          (2)  If the common stock is quoted on the NASDAQ System (but not on
               the National Market System thereof) or is regularly quoted by a
               recognized securities dealer but selling prices are not reported,
               the fair market value of a share of common stock shall be the
               closing price of the common stock on the date as of which the
               determination is to be made (or, if such date is not a trading
               day on such exchange or system, on the date that is the first
               preceding market trading day prior to the date as of which the
               determination is to be made), as reported in the Wall Street
               Journal or such other source as the Board deems reliable;

          (3)  In the absence of an established market for the common stock, the
               fair market value shall be determined in good faith by the Board.

     (c)  The purchase price of stock acquired pursuant to an option shall be
          paid, to the extent permitted by applicable statutes and regulations,
          either (4) in cash at the time the option is exercised, or (5) by
          delivery to the Company of shares of the Company's Common Stock that
          have been held for the requisite period necessary to avoid a charge to
          the Company's reported earnings and valued at the fair market value on
          the date of exercise, or (3) by a combination of such methods of
          payment.

     (d)  An option shall not be transferable except by will or by the laws of
          descent and distribution, and shall be exercisable during the lifetime
          of the person to whom the option is granted only by such person or by
          his guardian or legal representative.

     (e)  Shares subject to options granted pursuant to the Plan shall become
          issuable upon exercise of such options in accordance with their terms
          ("vest") with respect to each optionee as follows:

                  i. Each Initial Election Option shall vest in five (5) equal
installments, according to the following schedule:

                  o 12,000 shares shall vest immediately prior to the date of
the first Annual Meeting of Stockholders of the Company following the date of
grant of such Option (the "Initial Vesting Annual Meeting"); and

                  o An additional 12,000 shares shall vest immediately prior to
the date of each Annual Meeting of Stockholders of the Company that is held
following the Initial Vesting Annual Meeting; and

                  ii. Each Re-Election Option shall vest in four (4) equal
installments, according to the following schedule:

                  o 3,750 shares shall vest immediately prior to the date of the
each Annual Meeting of Stockholders of the Company following the date of grant
of such Option;

provided, however, that no such option shall vest as set forth above in
paragraphs 6(e)(i) and (ii) unless the optionee has, during the entire period
prior to each applicable vesting date, continuously served as a Non-Employee
Director of the Company or any Affiliate of the Company.


                                       
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     (f)  The Company may require any optionee, or any person to whom an option
          is transferred under subparagraph 6(d), as a condition of exercising
          any such option: (1) to give written assurances satisfactory to the
          Company as to the optionee's knowledge and experience in financial and
          business matters; and (2) to give written assurances satisfactory to
          the Company stating that such person is acquiring the stock subject to
          the option for such person's own account and not with any present
          intention of selling or otherwise distributing the stock. These
          requirements, and any assurances given pursuant to such requirements,
          shall be inoperative if (i) the issuance of the shares upon the
          exercise of the option has been registered under a
          then-currently-effective registration statement under the Securities
          Act of 1933, as amended (the "Securities Act"), or (ii), as to any
          particular requirement, a determination is made by counsel for the
          Company that such requirement need not be met in the circumstances
          under the then-applicable securities laws.

     (g)  Notwithstanding anything to the contrary contained herein, an option
          may not be exercised unless the shares issuable upon exercise of such
          option are then registered under the Securities Act or, if such shares
          are not then so registered, the Company has determined that such
          exercise and issuance would be exempt from the registration
          requirements of the Securities Act.

7.       COVENANTS OF THE COMPANY.
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     (a)  During the terms of the options granted under the Plan, the Company
          shall keep available at all times the number of shares of stock
          required to satisfy such options.

     (b)  The Company shall seek to obtain from each regulatory commission or
          agency having jurisdiction over the Plan such authority as may be
          required to issue and sell shares of stock upon exercise of the
          options granted under the Plan; provided, however, that this
          undertaking shall not require the Company to register under the
          Securities Act either the Plan, any option granted under the Plan, or
          any stock issued or issuable pursuant to any such option. If the
          Company is unable to obtain from any such regulatory commission or
          agency the authority which counsel for the Company deems necessary for
          the lawful issuance and sale of stock under the Plan, the Company
          shall be relieved from any liability for failure to issue and sell
          stock upon exercise of such options.

8.       USE OF PROCEEDS FROM STOCK. 
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         Proceeds from the sale of stock pursuant to options granted under the
         Plan shall constitute general funds of the Company.

9.       MISCELLANEOUS. 
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     (a)  Neither an optionee nor any person to whom an option is transferred
          under subparagraph 6(d) shall be deemed to be the holder of, or to
          have any of the rights of a holder with respect to, any shares subject
          to such option unless and until such person has satisfied all
          requirements for exercise of the option pursuant to its terms.

     (b)  Nothing in the Plan or in any instrument executed pursuant thereto
          shall confer upon any Non-Employee Director any right to continue in
          the service of the Company or any Affiliate or shall affect any right
          of the Company, its Board or stockholders or any Affiliate to
          terminate the service of any Non-Employee Director with or without
          cause.

     (c)  No Non-Employee Director, individually or as a member of a group, and
          no beneficiary or other person claiming under or through him, shall
          have any right, title or interest in or to any option reserved for the
          purposes of the Plan except as to such shares of Common Stock, if any,
          as shall have been reserved for him pursuant to an option granted to
          him.



                                       
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     (d)  In connection with each option made pursuant to the Plan, it shall be
          a condition precedent to the Company's obligation to issue or transfer
          shares to a Non-Employee Director, or an affiliate of such
          Non-Employee Director, or to evidence the removal of any restrictions
          on transfer, that such Non-Employee Director make arrangements
          satisfactory to the Company to insure that the amount of any federal
          or other withholding tax required to be withheld with respect to such
          sale or transfer, or such removal or lapse, is made available to the
          Company for timely payment of such tax.

10.       ADJUSTMENTS UPON CHANGES IN STOCK. 
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     (a)  If any change is made in the stock subject to the Plan, or subject to
          any option granted under the Plan (through merger, consolidation,
          reorganization, recapitalization, stock dividend, dividend in property
          other than cash, stock split, liquidating dividend, combination of
          shares, exchange of shares, change in corporate structure or
          otherwise), the Plan and outstanding options will be appropriately
          adjusted in the class(es) and maximum number of shares subject to the
          Plan and the class(es) and number of shares and price per share of
          stock subject to outstanding options.

     (b)  In the event of: (1) a dissolution or liquidation of the Company; (2)
          a merger or consolidation in which the Company is not the surviving
          corporation; (3) a reverse merger in which the Company is the
          surviving corporation but the shares of the Company's Common Stock
          outstanding immediately preceding the merger are converted by virtue
          of the merger into other property, whether in the form of securities,
          cash or otherwise; or (4) any other capital reorganization in which
          more than fifty percent (50%) of the shares of the Company entitled to
          vote are exchanged, then to the extent permitted by applicable law,
          the time during which such options may be exercised shall be
          accelerated and the options terminated if not exercised prior to such
          event.

11.      AMENDMENT OF THE PLAN. 
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     (a)  The Board at any time, and from time to time, may amend the Plan,
          provided, however, that the Board shall not amend the plan more than
          once every six months, with respect to the provisions of the plan
          which relate to the amount, price and timing of grants, other than to
          comport with changes in the Code, the Employee Retirement Income
          Security Act, or the rules thereunder. Except as provided in paragraph
          10 relating to adjustments upon changes in stock, no amendment shall
          be effective unless approved by the stockholders of the Company within
          twelve (12) months before or after the adoption of the amendment,
          where the amendment will:

          (1)  Increase the number of shares reserved for options under the
               Plan;

          (2)  Modify the requirements as to eligibility for participation in
               the Plan (to the extent such modification requires stockholder
               approval in order for the Plan to comply with the requirements of
               Rule 16b-3 promulgated under the Exchange Act); or

          (3)  Modify the Plan in any other way if such modification requires
               stockholder approval in order for the Plan to comply with the
               requirements of Rule 16b-3 promulgated under the Exchange Act.

     (b)  Rights and obligations under any option granted before any amendment
          of the Plan shall not be altered or impaired by such amendment of the
          Plan unless (i) the Company requests the consent of the person to whom
          the option was granted and (ii) such person consents in writing.


                                       
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12.      TERMINATION OR SUSPENSION OF THE PLAN.
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     (a)  The Board may suspend or terminate the Plan at any time. Unless sooner
          terminated, the Plan shall terminate on March 12, 2002. No options may
          be granted under the Plan while the Plan is suspended or after it is
          terminated.

     (b)  Rights and obligations under any option granted while the Plan is in
          effect shall not be altered or impaired by suspension or termination
          of the Plan, except with the consent of the person to whom the option
          was granted.

13.      EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.
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     (a)  The Plan shall become effective upon adoption by the Board of
          Directors, subject to the condition subsequent that the Plan is
          approved by the stockholders of the Company.

     (b)  No option granted under the Plan shall be exercised or exercisable
          unless and until the condition of subparagraph 13(a) above has been
          met.