<PAGE> 1

       As filed with the Securities and Exchange Commission on December 15, 1999
                                                 Registration No. 33-___________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   MERANT PLC
             (Exact name of registrant as specified in its charter)

      England and Wales                                 Not applicable
 State or Other Jurisdiction                           (I.R.S. Employer
     of or Organization)                              Identification No.)

                             The Lawn, Old Bath Road
                            Newbury, England RG14 1QN
                    (Address of principal executive offices)

              EnterpriseLink Technology Corporation 1996 Stock Plan
          EnterpriseLink Technology Corporation 1999 Stock Option Plan
                            Assumed by the Registrant
                     MERANT plc 1994 Employee Benefit Trust
                            (Full title of the plans)

                                Kenneth A. Sexton
          Senior Vice President, Chief Financial Officer and Secretary
                                   MERANT plc
                                 c/o MERANT Inc.
                            701 East Middlefield Road
                         Mountain View, California 94043
                                 (650) 938-3700
            (Name, address and telephone number of agent for service)

                          Copies of Communications to:
                                Fritz K. Koehler
                                 Senior Counsel
                                   MERANT plc
                                 c/o MERANT Inc.
                            701 East Middlefield Road
                         Mountain View, California 94043

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                                          <C>                 <C>                           <C>                 <C>

--------------------------------------- ----------------- ----------------------- ------------------------- ----------------
                                             Amount          Proposed Maximum         Proposed Maximum         Amount of
         Title of Securities                 Being            Offering Price         Aggregate Offering      Registration
           Being Registered                Registered           Per Share                  Price                  Fee
--------------------------------------- ----------------- ----------------------- ------------------------- ----------------

Ordinary Shares, GBP 0.02 par value,
five of which are represented by one
American Depositary Share (1)               186,626  (2)             $1.1583 (3)              $216,168.90            $57.07

Ordinary Shares, GBP 0.02 par value,
five of which are represented by one
American Depositary Share (1)               329,730  (4)             $5.2922 (3)            $1,744,997.11           $460.68


Ordinary Shares, GBP 0.02 par value,
five of which are represented by one
American Depositary Share                 1,000,000  (5)             $7.325  (6)            $7,325,000.00         $1,933.80

</TABLE>

<PAGE> 2

     (1)  A  separate  registration  statement  on Form F-6 (File No.  33-34422)
          filed with the  Securities  and Exchange  Commission on April 18, 1990
          has been declared  effective  with respect to the American  Depositary
          Shares  represented  by  American  Depositary  Receipts  issuable on a
          one-for-five  basis with the Ordinary  Shares  registered  hereby upon
          deposit of such Ordinary Shares.

     (2)  Shares  subject to  outstanding  options as of December 15, 1999 under
          the EnterpriseLink Technology Corporation 1996 Stock Plan.

     (3)  Weighted average per share exercise price for such outstanding options
          pursuant to Rule 457(h)(1).

     (4)  Shares  subject to  outstanding  options as of December 15, 1999 under
          the EnterpriseLink Technology Corporation 1999 Stock Option Plan.

     (5)  Shares under the 1994 Employee Benefit Trust.

     (6)  Average  of the  high  and low  prices  reported  in the  consolidated
          reporting  system  (Nasdaq) as of December  9, 1999  pursuant to Rule
          457(c).

                                      -2-
<PAGE> 3
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

     (a)  The  Registrant's  Form  20-F  filed  on  November  2,  1999  with the
          Commission  (the "1999 Form 20-F")  pursuant to Section 13 or 15(d) of
          the  Securities  Exchange  Act of  1934  (the  "Exchange  Act"),  that
          contains audited financial  statements for the fiscal year ended April
          30, 1999.

     (b)  The description of the  Registrant's  Ordinary Shares contained in the
          1999 Form  20-F,  including  any  amendment  or  report  filed for the
          purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's  Articles of Association contain a provision to the effect
that, so far as permitted by the statutory  provisions of English law concerning
companies,  the directors and other officers of Registrant  shall be indemnified
by the  Registrant  against  liabilities  incurred  by them in  relation  to the
exercise of their duties as directors or officers of  Registrant,  respectively.
However,  Section  310 of the  Companies  Act 1985  renders  any such  indemnity
ineffective to the extent it covers any negligence,  default,  breach of duty or
breach of trust of which the director or other officer may be guilty in relation
to the Registrant,  except to the extent that it covers liabilities  incurred by
the director or other officer,  respectively, in respect of court proceedings in
which judgment or relief is given in his favor.

     The Registrant's policy is to enter into indemnity  agreements with each of
its directors and executive officers. In addition,  MERANT Inc., a subsidiary of
Registrant  incorporated  under  the laws of the State of  California,  has also
entered into indemnity agreements with certain of the Registrant's directors and
executive  officers.   The  indemnity  agreements  provide  that  directors  and
executive officers will be indemnified and held harmless to the fullest possible
extent  permitted by law including  against all expenses  (including  attorneys'
fee),  judgments,  fines and settlement  amounts paid or reasonably  incurred by
them in any action, suit or proceeding, including any derivative action by or in
the  right of the  Registrant,  on  account  of  their  services  as  directors,
officers,  employees  or agents of the  Registrant  or as  directors,  officers,
employees or agents of any other company or enterprise  when they are serving in
such  capacities at the request of the  Registrant.  Neither the  Registrant nor
MERANT Inc. will be obligated pursuant to the agreements to indemnify or advance
expenses to an  indemnified  party with respect to  proceedings  or claims:  (i)
initiated  by the  indemnified  party  and not by way of  defense,  except  with
respect to a  proceeding  authorized  by the Board of Directors  and  successful
proceedings   brought   to  enforce  a  right  to   indemnification   under  the
indemnification  agreements;  (ii)  for  any  amounts  paid in  settlement  of a
proceeding unless the Registrant  consents to such settlement;  (iii) on account
of any suit in which judgment is rendered  against the indemnified  party for an
accounting of profits made from the purchase or sale by the indemnified party of
securities of the Registrant  pursuant to the provisions of Section 16(b) of the
Exchange  Act and  related  laws;  (iv) on account of conduct by an  indemnified
party that is finally  adjudged to have not been honest and reasonable under the
circumstances;  (v) on account of any criminal action or proceeding  arising out
of conduct  that the  indemnified  party had  reasonable  cause to  believe  was
unlawful;  (vi) if the liabilities  relating thereto are paid to the indemnified

                                      -3-
<PAGE> 4

party  by an  insurance  carrier  under  a  director'  and  officers'  liability
insurance  policy  maintained  by the  Registrant  or MERANT Inc.; or (vii) if a
final decision by a court having jurisdiction in the matter shall determine that
such indemnification is not lawful.

     The  indemnity  agreements  are not  exclusive  of any rights a director or
other officer may have under the Articles of Association,  other agreements, any
majority-in-interest   vote  of  the   shareholders  or  vote  of  disinterested
directors, applicable law or otherwise.

     The  indemnification  provision  in the  Articles of  Association,  and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's  directors and executive officers for liabilities arising under the
Securities  Act. In  addition,  the  Registrant  has  directors'  and  officers'
liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.01  EnterpriseLink   Technology   Corporation  1996  Stock  Plan,  as
               amended.

         4.02  EnterpriseLink Technology Corporation 1999 Stock Option Plan.

         4.03  MERANT plc 1994 Employee  Benefit Trust  (incorporated  herein by
               reference to Exhibit 4.03 of Registrant's  Form S-8  Registration
               Statement filed with the SEC on April 9, 1997.)

         4.04  MERANT plc 1999 Employee Share Purchase Plan through which shares
               under  the  MERANT  plc  1994  Employee   Benefit  Trust  can  be
               issued or allocated, as the case may be.

         5.01  Opinion of Memery Crystal.

         23.01 Consent of Memery Crystal (included in Exhibit 5.01).

         23.02 Consent of Ernst & Young.

         23.03 Consent of PricewaterhouseCoopers LLP.

         24.01 Power  of  Attorney   (see  the  section  in  this   Registration
               Statement entitled "Power of Attorney").

Item 9.  Undertakings.

         The Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the  Securities  Act of 1933,  as amended  (the  "Securities
                    Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent no more than a 20 percent change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement;

                                      -4-
<PAGE> 5

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

                    provided, however, that paragraphs (1)(i) and (1)(ii) do not
                    apply if the Registration Statement is on Form S-3, Form S-8
                    or Form F-3, and the information  required to be included in
                    a post-effective  amendment by those paragraphs is contained
                    in  periodic   reports   filed  with  or  furnished  to  the
                    Commission by the registrant pursuant to Section 13 or 15(d)
                    of the  Exchange Act that are  incorporated  by reference in
                    the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission,  such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -5-

<PAGE> 6

                                   SIGNATURES


     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form  S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Rockville,  State of  Maryland,  on the 15th day of
December, 1999.


                                            MERANT plc



                                      By:   /s/ Kenneth A. Sexton
                                            -----------------------------------
                                            Kenneth A. Sexton
                                            Senior Vice President,
                                            Chief Financial Officer and
                                            Secretary




                                      -6-


<PAGE> 7

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes and appoints Gary Greenfield and Kenneth Sexton,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8,  and to file the  same  with all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or it might or  could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                               Title                        Date
---------                               -----                        ----

Principal Executive Officer:

/s/ Gary Greenfield
-------------------             President, Chief Executive     December 14, 1999
Gary Greenfield                 Officer and a Director

Principal Financial and
Accounting Officer:

/s/ Kenneth A. Sexton
----------------------          Senior Vice President, Chief   December 14, 1999
Kenneth A. Sexton               Financial Officer and
                                Secretary

Additional Directors:

/s/ J. Michael Gullard
----------------------
J. Michael Gullard              Director and Chairman          December 14, 1999

/s/ Michel Berty
----------------------
Michel Berty                    Director                       December 14, 1999

/s/ Kevin Burns
----------------------
Kevin Burns                     Director                       December 14, 1999


----------------------
Harold Hughes                   Director                       December __, 1999

/s/ Barry Lynn
----------------------
Barry Lynn                      Director                       December 14, 1999

/s/ Don Watters
----------------------
Don Watters                     Director                       December 14, 1999


                                      -7-

<PAGE> 8

                                  Exhibit Index


Exhibit No.                    Description
-----------                    -----------
   4.01        EnterpriseLink Technology Corporation 1996 Stock Plan.

   4.02        EnterpriseLink Technology Corporation 1999 Stock Option Plan.

   4.04        MERANT plc 1999 Employee Share Purchase Plan through which shares
               under the MERANT plc 1994 Employee Benefit Trust can be
               issued or allocated, as the case may be.

   5.01        Opinion of Memery Crystal.

  23.01        Consent of Memery Crystal (included in Exhibit 5.01).

  23.02        Consent of Ernst & Young.

  23.03        Consent of PricewaterhouseCoopers LLP.



                                      -8-

<PAGE> 9

EXHIBIT 4.01

                     ENTERPRISELINK TECHNOLOGY CORPORATION

                                1996 STOCK PLAN

1.   Purposes of the Plan.  The  purposes of this Plan are to attract and retain
     the best available  personnel for positions of substantial  responsibility,
     to provide additional incentive to Employees, Directors and Consultants and
     to promote the success of the Company's business. Options granted under the
     Plan may be Incentive  Stock  Options or  Nonstatutory  Stock  Options,  as
     determined by the Administrator at the time of grant. Stock Purchase Rights
     may also be granted under the Plan.

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

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

     (b)  "Applicable   Laws"   means   the   requirements   relating   to   the
          administration  of stock option plans under U.S. state corporate laws,
          U.S.  federal and state  securities laws, the Code, any stock exchange
          or quotation  system on which the Common Stock is listed or quoted and
          the  applicable  laws of any  foreign  country or  jurisdiction  where
          Options or Stock Purchase Rights are granted under the Plan.

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

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

     (e)  "Committee"  means a committee of Directors  appointed by the Board in
          accordance with Section 4 hereof.

     (f)  "Common Stock" means the Common Stock of the Company.

     (g)  "Company" means EnterpriseLink  Technology  Corporation,  a California
          corporation.

     (h)  "Consultant"  means any person  who is  engaged by the  Company or any
          Parent or Subsidiary to render consulting or advisory services to such
          entity.

     (i)  "Director" means a member of the Board of Directors of the Company.

     (j)  "Employee"  means  any  person,   including  Officers  and  Directors,
          employed by the Company or any Parent or Subsidiary of the Company.  A
          Service  Provider shall not cease to be an Employee in the case of (i)
          any leave of absence approved by the Company or (ii) transfers between
          locations  of the Company or between  the  Company,  its  Parent,  any
          Subsidiary, or any successor. For purposes of Incentive Stock Options,
          no such leave may exceed 90 days, unless  reemployment upon expiration
          of such leave is  guaranteed by statute or contract.  If  reemployment
          upon  expiration of a leave of absence  approved by the Company is not
          so  guaranteed,  on the 181st day of such  leave any  Incentive  Stock
          Option held by the Optionee  shall cease to be treated as an Incentive
          Stock Option and shall be treated for tax  purposes as a  Nonstatutory
          Stock  Option.  Neither  service  as  a  Director  nor  payment  of  a
          director's  fee by the  Company  shall  be  sufficient  to  constitute
          "employment" by the Company.

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

     (l)  "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  for the last
               market  trading  day  prior  to the  time  of  determination,  as
               reported in The Wall Street  Journal or such other  source as the
               Administrator deems reliable;
<PAGE> 10

          (ii) If  the  Common  Stock  is  regularly   quoted  by  a  recognized
               securities  dealer but selling prices are not reported,  its Fair
               Market Value shall be the mean between the high bid and low asked
               prices for the Common Stock on the last market  trading day prior
               to the day of determination; or

          (iii)In the  absence of an  established  market for the Common  Stock,
               the Fair Market Value  thereof  shall be determined in good faith
               by the Administrator.

     (m)  "Incentive  Stock  Option"  means an option  intended to qualify as an
          incentive stock option within the meaning of Section 422 of the Code.

     (n)  "Nonstatutory Stock Option" means an Option not intended to qualify as
          an Incentive Stock Option.

     (o)  "Officer"  means a person who is an officer of the Company  within the
          meaning  of  Section  16  of  the  Exchange  Act  and  the  rules  and
          regulations promulgated thereunder.

     (p)  "Option" means a stock option granted pursuant to the Plan.

     (q)  "Option Agreement" means a written or electronic agreement between the
          Company  and an Optionee  evidencing  the terms and  conditions  of an
          individual  Option grant. The Option Agreement is subject to the terms
          and conditions of the Plan.

     (r)  "Option Exchange Program" means a program whereby  outstanding Options
          are exchanged for Options with a lower exercise price.

     (s)  "Optioned  Stock"  means the  Common  Stock  subject to an Option or a
          Stock Purchase Right.

     (t)  "Optionee" means the holder of an outstanding Option or Stock Purchase
          Right granted under the Plan.

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

     (v)  "Plan" means this 1996 Stock Plan.

     (w)  "Restricted Stock" means shares of Common Stock acquired pursuant to a
          grant of a Stock Purchase Right under Section 11 below.

     (x)  "Section 16(b)" means Section 16(b) of the Securities  Exchange Act of
          1934, as amended.

     (y)  "Service Provider" means an Employee, Director or Consultant.

     (z)  "Share" means a share of the Common  Stock,  as adjusted in accordance
          with Section 12 below.

          (aa) "Stock  Purchase  Right"  means a right to purchase  Common Stock
               pursuant to Section 11 below.

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

3.   Stock Subject to the Plan.  Subject to the  provisions of Section 12 of the
     Plan, the maximum aggregate number of Shares which may be subject to option
     and  sold  under  the  Plan  is  1,200,000  Shares,   which  includes  that
     200,000-share  increase  adopted by the Board on December 19, 1997 and that
     250,000-share increase adopted by the Board on October 23, 1998. The Shares
     may be authorized but unissued, or reacquired Common Stock.

     If an Option or Stock  Purchase  Right  expires  or  becomes  unexercisable
     without  having been  exercised in full, or is  surrendered  pursuant to an
     Option Exchange Program,  the unpurchased Shares which were subject thereto
     shall become  available for future grant or sale under the Plan (unless the
     Plan has terminated).  However, Shares that have actually been issued under
     the Plan, upon exercise of either an Option or Stock Purchase Right,  shall
     not be  returned  to the Plan and shall not  become  available  for  future

                                      -2-


<PAGE> 11

     distribution  under the Plan, except that if Shares of Restricted Stock are
     repurchased by the Company at their original  purchase  price,  such Shares
     shall become available for future grant under the Plan.

4.  Administration  of the Plan.

     (a)  The Plan shall be administered  by the Board or a Committee  appointed
          by the Board,  which  Committee  shall be  constituted  to comply with
          Applicable Laws.

     (b)  Powers of the  Administrator.  Subject to the  provisions  of the Plan
          and, in the case of a Committee,  the specific duties delegated by the
          Board to such  Committee,  and subject to the approval of any relevant
          authorities,  the  Administrator  shall  have  the  authority  in  its
          discretion:

          (i)  to determine the Fair Market Value;

          (ii) to  select  the  Service  Providers  to whom  Options  and  Stock
               Purchase Rights may from time to time be granted hereunder;

          (iii)to  determine  the  number of Shares to be  covered  by each such
               award granted hereunder;

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

          (v)  to  determine  the terms and  conditions  of any  Option or Stock
               Purchase  Right  granted  hereunder.  Such  terms and  conditions
               include,  but are not limited to, the exercise price, the time or
               times when  Options  or Stock  Purchase  Rights may be  exercised
               (which  may  be  based  on  performance  criteria),  any  vesting
               acceleration  or  waiver  of  forfeiture  restrictions,  and  any
               restriction or limitation  regarding any Option or Stock Purchase
               Right or the Common Stock relating thereto, based in each case on
               such factors as the Administrator,  in its sole discretion, shall
               determine;

          (vi) to determine  whether and under what  circumstances an Option may
               be settled in cash under subsection 9(e) instead of Common Stock;

          (vii)to reduce the  exercise  price of any Option to the then  current
               Fair Market  Value if the Fair Market  Value of the Common  Stock
               covered by such Option has declined since the date the Option was
               granted;

          (viii) to initiate an Option Exchange Program;

          (ix) to prescribe, amend and rescind rules and regulations relating to
               the Plan,  including rules and regulations  relating to sub-plans
               established  for the  purpose of  qualifying  for  preferred  tax
               treatment under foreign tax laws;

          (x)  to allow  Optionees to satisfy  withholding  tax  obligations  by
               electing  to have the  Company  withhold  from the  Shares  to be
               issued upon  exercise of an Option or Stock  Purchase  Right that
               number of Shares  having a Fair Market  Value equal to the amount
               required to be  withheld.  The Fair Market Value of the Shares to
               be withheld  shall be  determined  on the date that the amount of
               tax  to be  withheld  is  to  be  determined.  All  elections  by
               Optionees to have Shares  withheld for this purpose shall be made
               in such form and under such conditions as the  Administrator  may
               deem necessary or advisable; and

          (xi) to  construe  and  interpret  the  terms of the  Plan and  awards
               granted pursuant to the Plan.

     (c)  Effect of Administrator's Decision. All decisions,  determinations and
          interpretations of the Administrator shall be final and binding on all
          Optionees.

                                      -3-

<PAGE> 12

5.   Eligibility.

     (a)  Nonstatutory Stock Options and Stock Purchase Rights may be granted to
          Service  Providers.  Incentive  Stock  Options may be granted  only to
          Employees.

     (b)  Each Option shall be designated  in the Option  Agreement as either an
          Incentive  Stock Option or a Nonstatutory  Stock Option.  However,  in
          accordance  with Section 422(d) of the Code and  notwithstanding  such
          designation, to the extent that the aggregate Fair Market Value of the
          Shares with respect to which  Incentive  Stock Options are exercisable
          for the first time by the Optionee during any calendar year (under all
          plans of the Company and any Parent or Subsidiary)  exceeds  $100,000,
          such  Options  shall be treated as  Nonstatutory  Stock  Options.  For
          purposes of this Section 5(b),  Incentive Stock Options shall be taken
          into account in the order in which they were granted.  The Fair Market
          Value of the Shares shall be determined as of the time the Option with
          respect to such Shares is granted.

     (c)  Neither the Plan nor any Option or Stock  Purchase  Right shall confer
          upon any Optionee any right with respect to continuing  the Optionee's
          relationship  as a Service  Provider  with the  Company,  nor shall it
          interfere in any way with his or her right or the  Company's  right to
          terminate such relationship at any time, with or without cause.

6.   Term of Plan.  The Plan shall  become  effective  upon its  adoption by the
     Board.  It shall  continue  in effect for a term of ten (10)  years  unless
     sooner terminated under Section 14 of the Plan.

7.   Term of  Option.  The term of each  Option  shall be stated  in the  Option
     Agreement;  provided, however, that the term shall be no more than ten (10)
     years from the date of grant  thereof.  In the case of an  Incentive  Stock
     Option granted to an Optionee who, at the time the Option is granted,  owns
     stock  representing  more than ten percent (10%) of the voting power of all
     classes of stock of the  Company or any Parent or  Subsidiary,  the term of
     the Option  shall be five (5) years from the date of grant or such  shorter
     term as may be provided in the Option Agreement.

8.   Option Exercise Price and Consideration.

     (a)  The per share exercise price for the Shares to be issued upon exercise
          of  an  Option   shall  be  such  price  as  is   determined   by  the
          Administrator, but shall be subject to the following:

          (i)  In the case of an Incentive Stock Option

               (A)  granted  to an  Employee  who,  at the time of grant of such
                    Option,  owns stock representing more than ten percent (10%)
                    of the voting  power of all  classes of stock of the Company
                    or any Parent or Subsidiary,  the exercise price shall be no
                    less  than  110% of the Fair  Market  Value per Share on the
                    date of grant.

               (B)  granted to any other Employee,  the per Share exercise price
                    shall be no less  than  100% of the Fair  Market  Value  per
                    Share on the date of grant.

          (ii) In the case of a Nonstatutory Stock Option

               (A)  granted to a Service  Provider  who, at the time of grant of
                    such Option,  owns stock  representing more than ten percent
                    (10%) of the  voting  power of all  classes  of stock of the
                    Company  or any Parent or  Subsidiary,  the  exercise  price
                    shall be no less  than  110% of the Fair  Market  Value  per
                    Share on the date of the grant.

               (B)  granted  to  any  other  Service  Provider,  the  per  Share
                    exercise  price shall be no less than 85% of the Fair Market
                    Value per Share on the date of grant. (iii)  Notwithstanding
                    the  foregoing,  Options  may be  granted  with a per  Share
                    exercise  price other than as required  above  pursuant to a
                    merger or other corporate transaction.

     (b)  The consideration to be paid for the Shares to be issued upon exercise
          of an Option,  including the method of payment, shall be determined by
          the  Administrator  (and,  in the case of an Incentive  Stock  Option,

                                      -4-


<PAGE> 13

          shall be  determined  at the time of grant).  Such  consideration  may
          consist of (1) cash, (2) check,  (3) promissory note, (4) other Shares
          which (x) in the case of Shares  acquired  upon exercise of an Option,
          have been owned by the  Optionee  for more than six months on the date
          of  surrender,  and  (y)  have a Fair  Market  Value  on the  date  of
          surrender  equal to the aggregate  exercise  price of the Shares as to
          which such Option shall be exercised,  (5)  consideration  received by
          the  Company  under a cashless  exercise  program  implemented  by the
          Company in  connection  with the Plan, or (6) any  combination  of the
          foregoing  methods of payment.  In making its  determination as to the
          type of consideration to accept,  the Administrator  shall consider if
          acceptance of such consideration may be reasonably expected to benefit
          the Company.

9.   Exercise of Option.  (a) Procedure for Exercise;  Rights as a  Shareholder.
     Any Option granted  hereunder  shall be exercisable  according to the terms
     hereof  at such  times and  under  such  conditions  as  determined  by the
     Administrator  and set forth in the Option  Agreement,  but in no case at a
     rate of less than 20% per year over five (5) years from the date the Option
     is  granted.  Notwithstanding  the  foregoing,  any  Option  granted  to an
     officer,  director  or  consultant  (as  such  terms  are  used in  Section
     260.140.41 of Title 10 of the California Code of  Regulations)  may vest at
     any rate determined by the Administrator. Unless the Administrator provides
     otherwise,  vesting of Options granted hereunder shall be tolled during any
     unpaid leave of absence. An Option may not be exercised for a fraction of a
     Share.

     An Option shall be deemed exercised when the Company receives:  (i) written
     or electronic  notice of exercise (in accordance with the Option Agreement)
     from the person entitled to exercise the Option,  and (ii) full payment for
     the Shares with respect to which the Option is exercised.  Full payment may
     consist  of any  consideration  and  method of  payment  authorized  by the
     Administrator  and permitted by the Option  Agreement and the Plan.  Shares
     issued  upon  exercise  of an  Option  shall be  issued  in the name of the
     Optionee.  Until the Shares are 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 shareholder shall exist with respect to the Shares,  notwithstanding  the
     exercise  of the Option.  The  Company  shall issue (or cause to be issued)
     such Shares  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 Shares are  issued,  except as  provided  in Section 12 of the
     Plan.

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

     (b)  Termination  of  Relationship  as a Service  Provider.  If an Optionee
          ceases to be a Service Provider, such Optionee may exercise his or her
          Option  within  such  period  of time as is  specified  in the  Option
          Agreement  (which  shall be at least  thirty  (30) days) to the extent
          that the Option is vested on the date of termination  (but in no event
          later  than the  expiration  of the term of the Option as set forth in
          the  Option  Agreement).  In the  absence of a  specified  time in the
          Option  Agreement,  the Option shall remain  exercisable for three (3)
          months  following  the  Optionee's  termination.  If,  on the  date of
          termination,  the  Optionee  is not  vested  as to  his or her  entire
          Option, the Shares covered by the unvested portion of the Option shall
          revert to the Plan.  If,  after  termination,  the  Optionee  does not
          exercise  his  or  her  Option  within  the  time   specified  by  the
          Administrator,  the Option shall terminate,  and the Shares covered by
          such Option shall revert to the Plan.

     (c)  Disability of Optionee. If an Optionee ceases to be a Service Provider
          as a result of the  Optionee's  disability,  the Optionee may exercise
          his or her Option  within such period of time as is  specified  in the
          Option  Agreement  (which  shall be at least  six (6)  months)  to the
          extent  the  Option is vested  on the date of  termination  (but in no
          event  later  than the  expiration  of the term of such  Option as set
          forth in the Option Agreement).  In the absence of a specified time in
          the Option Agreement,  the Option shall remain  exercisable for twelve
          (12) months following the Optionee's  termination.  If such disability

                                      -5-


<PAGE> 14

          is not a "disability"  as such term is defined in Section  22(e)(3) of
          the Code,  in the case of an  Incentive  Stock  Option such  Incentive
          Stock Option shall  automatically  cease to be treated as an Incentive
          Stock Option and shall be treated for tax  purposes as a  Nonstatutory
          Stock  Option  on the day  three  months  and one day  following  such
          termination.  If,  on the date of  termination,  the  Optionee  is not
          vested as to his or her  entire  Option,  the  Shares  covered  by the
          unvested  portion of the Option  shall  revert to the Plan.  If, after
          termination,  the Optionee  does not exercise his or her Option within
          the time specified herein, the Option shall terminate,  and the Shares
          covered by such Option shall revert to the Plan.

     (d)  Death of Optionee.  If an Optionee dies while a Service Provider,  the
          Option may be exercised  within such period of time as is specified in
          the Option Agreement  (which shall be at least six (6) months,  but in
          no event shall be later than the expiration of the term of such Option
          as set forth in the Notice of Grant), by the Optionee's estate or by a
          person who  acquires  the right to  exercise  the Option by bequest or
          inheritance,  but only to the extent  that the Option is vested on the
          date of  death.  In the  absence  of a  specified  time in the  Option
          Agreement,  the Option shall remain exercisable for twelve (12) months
          following the Optionee's  termination.  If, at the time of death,  the
          Optionee  is not  vested as to his or her  entire  Option,  the Shares
          covered by the unvested portion of the Option shall immediately revert
          to  the  Plan.  The  Option  may  be  exercised  by  the  executor  or
          administrator  of the Optionee's  estate or, if none, by the person(s)
          entitled to exercise the Option under the Optionee's  will or the laws
          of descent or  distribution.  If the Option is not so exercised within
          the time specified herein, the Option shall terminate,  and the Shares
          covered by such Option shall revert to the Plan.

     (e)  Buyout Provisions.  The Administrator may at any time offer to buy out
          for a payment in cash or Shares, an Option previously  granted,  based
          on such terms and conditions as the Administrator  shall establish and
          communicate to the Optionee at the time that such offer is made.

10.  Non-Transferability of Options and Stock Purchase Rights. Options and Stock
     Purchase  Rights  may  not  be  sold,  pledged,   assigned,   hypothecated,
     transferred, or disposed of in any manner other than by will or by the laws
     of descent or distribution and may be exercised, during the lifetime of the
     Optionee, only by the Optionee.

11.  Stock Purchase Rights.

     (a)  Rights to Purchase.  Stock Purchase Rights may be issued either alone,
          in addition to, or in tandem with other awards  granted under the Plan
          and/or cash awards made outside of the Plan.  After the  Administrator
          determines that it will offer Stock Purchase Rights under the Plan, it
          shall  advise the offeree in writing or  electronically  of the terms,
          conditions and restrictions related to the offer, including the number
          of Shares that such person shall be entitled to purchase, the price to
          be paid, and the time within which such person must accept such offer.
          The  terms of the offer  shall  comply in all  respects  with  Section
          260.140.42  of Title 10 of the  California  Code of  Regulations.  The
          offer shall be accepted by execution of a  Restricted  Stock  purchase
          agreement in the form determined by the Administrator.

     (b)  Repurchase Option. Unless the Administrator  determines otherwise, the
          Restricted  Stock  purchase   agreement  shall  grant  the  Company  a
          repurchase  option  exercisable  upon  the  voluntary  or  involuntary
          termination of the purchaser's service with the Company for any reason
          (including  death  or  disability).  The  purchase  price  for  Shares
          repurchased  pursuant to the Restricted Stock purchase agreement shall
          be  the  original  price  paid  the  purchaser  and  may  be  paid  by
          cancellation of any indebtedness of the purchaser to the Company.  The
          repurchase  option shall lapse at such rate as the  Administrator  may
          determine,  but in no case at a rate of less  than 20% per  year  over
          five years from the date of purchase.  Notwithstanding  the foregoing,
          any Stock Purchase Right granted to an officer, director or consultant
          (as such  terms  are  used in  Section  260.140.41  of Title 10 of the
          California Code of Regulations) may vest at any rate determined by the
          Administrator.

     (c)  Other  Provisions.  The  Restricted  Stock  purchase  agreement  shall
          contain such other terms,  provisions and conditions not  inconsistent
          with the Plan as may be  determined by the  Administrator  in its sole
          discretion.

                                      -6-


<PAGE> 15

     (d)  Rights as a  Shareholder.  Once the Stock Purchase Right is exercised,
          the purchaser  shall have rights  equivalent to those of a shareholder
          and shall be a  shareholder  when his or her  purchase is entered upon
          the records of the duly authorized  transfer agent of the Company.  No
          adjustment  shall be made for a dividend  or other right for which the
          record  date  is  prior  to the  date  the  Stock  Purchase  Right  is
          exercised, except as provided in Section 12 of the Plan.

12.  Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
          shareholders  of the  Company,  the  number of shares of Common  Stock
          covered by each  outstanding  Option or Stock Purchase Right,  and the
          number of  shares  of Common  Stock  which  have been  authorized  for
          issuance  under the Plan but as to which no Options or Stock  Purchase
          Rights have yet been  granted or which have been  returned to the Plan
          upon  cancellation or expiration of an Option or Stock Purchase Right,
          as well as the price per share of Common  Stock  covered  by each such
          outstanding  Option or Stock Purchase Right,  shall be proportionately
          adjusted for any  increase or decrease in the number of issued  shares
          of Common Stock  resulting  from a stock split,  reverse  stock split,
          stock dividend,  combination or  reclassification of the Common Stock,
          or any other  increase or  decrease in the number of issued  shares of
          Common Stock effected without receipt of consideration by the Company.
          The 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 Board,  whose  determination  in
          that  respect  shall be  final,  binding  and  conclusive.  Except  as
          expressly  provided  herein,  no  issuance by the Company of shares of
          stock of any class, or securities  convertible into shares of stock of
          any class,  shall affect, and no adjustment by reason thereof shall be
          made with  respect  to, the number or price of shares of Common  Stock
          subject to an Option or Stock Purchase Right.

     (b)  Dissolution or Liquidation.  In the event of the proposed  dissolution
          or liquidation  of the Company,  the  Administrator  shall notify each
          Optionee as soon as  practicable  prior to the effective  date of such
          proposed transaction.  The Administrator in its discretion may provide
          for an Optionee to have the right to exercise  his or her Option until
          fifteen (15) days prior to such  transaction as to all of the Optioned
          Stock covered  thereby,  including Shares as to which the Option would
          not  otherwise be  exercisable.  In addition,  the  Administrator  may
          provide that any repurchase  right in favor of the Company  applicable
          to any Shares  purchased  upon exercise of an Option or Stock Purchase
          Right  shall  lapse  as to all  such  Shares,  provided  the  proposed
          dissolution or  liquidation  takes place at the time and in the manner
          contemplated.  To the extent it has not been previously exercised,  an
          Option or Stock Purchase Right will terminate immediately prior to the
          consummation of such proposed action.

     (c)  Merger or Asset Sale.  In the event of a merger of the Company with or
          into  another  corporation,  or the sale of  substantially  all of the
          assets of the  Company  (hereinafter,  a "Change  in  Control"),  each
          outstanding  Option and Stock  Purchase  Right  shall be assumed or an
          equivalent option or right substituted by the successor corporation or
          a Parent or Subsidiary of the successor corporation. In the event that
          the  successor  corporation  refuses to assume or  substitute  for the
          Option or Stock Purchase  Right,  the Optionee shall fully vest in and
          have the right to exercise  the Option or Stock  Purchase  Right as to
          all of the Optioned Stock,  including  Shares as to which it would not
          otherwise  be vested or  exercisable.  If an Option or Stock  Purchase
          Right  becomes fully vested and  exercisable  in lieu of assumption or
          substitution upon a Change in Control,  the Administrator shall notify
          the  Optionee  in writing or  electronically  that the Option or Stock
          Purchase Right shall be fully exercisable for a period of fifteen (15)
          days from the date of such  notice,  and the Option or Stock  Purchase
          Right shall  terminate  upon the  expiration  of such period.  For the
          purposes of this  paragraph,  the Option or Stock Purchase Right shall

                                      -7-


<PAGE> 16

          be considered assumed if, following the Change in Control,  the option
          or right  confers the right to purchase or receive,  for each Share of
          Optioned   Stock  subject  to  the  Option  or  Stock  Purchase  Right
          immediately prior to the Change in Control, the consideration (whether
          stock,  cash, or other securities or property)  received in the Change
          in  Control  by  holders  of Common  Stock for each  Share held on the
          effective  date of the  transaction  (and if  holders  were  offered a
          choice  of  consideration,  the type of  consideration  chosen  by the
          holders of a majority of the outstanding Shares);  provided,  however,
          that if such  consideration  received  in the Change in Control is not
          solely common stock of the successor  corporation  or its Parent,  the
          Administrator  may,  with the  consent of the  successor  corporation,
          provide for the  consideration to be received upon the exercise of the
          Option or Stock  Purchase  Right,  for each  Share of  Optioned  Stock
          subject to the Option or Stock  Purchase  Right,  to be solely  common
          stock of the successor  corporation or its Parent equal in fair market
          value to the per share  consideration  received  by  holders of Common
          Stock in the Change in Control.

     In addition,  if a holder of an Option or Stock Purchase Right ceases to be
     a Service  Provider  as a result  of a  Termination  Following  a Change in
     Control (as defined below), then (1) the Option or Stock Purchase Right, to
     the extent  unexercised and exercisable on the date the holder ceases to be
     a  Service  Provider,  may be  exercised  by the  holder  (or the  holder's
     guardian or legal  representative)  at any time prior to the  expiration of
     three (3) months (or such longer period of time as determined by the Board,
     in its sole  discretion)  after the date of termination of Service Provider
     status,  but in no event  later than the  expiration  date of the Option or
     Stock Purchase Right, and (2) any  unexercisable or unvested portion of the
     Option or Stock Purchase Right shall be immediately  exercisable and vested
     in full as of the date of the termination of Service Provider status (or as
     otherwise  determined by the Board and set forth in the Option Agreement or
     Stock Purchase Right agreement).

     (d)  Definitions.  "Termination  Following a Change in Control"  shall mean
          either of the following events:  (i) termination of a Service Provider
          by the Company or any successor  corporation for any reason other than
          for Cause (as defined below),  which termination  occurs within twelve
          (12) months following a Change in Control or immediately prior to such
          Change in Control;  or (ii) resignation by a Service Provider for Good
          Reason  (as  defined  below)  from  service  with the  Company  or any
          successor  corporation within twelve (12) months following a Change in
          Control,  which termination  occurs within a reasonable period of time
          following the event(s)  constituting Good Reason.  Notwithstanding any
          provision  herein to the contrary,  Termination  Following a Change in
          Control shall not include any  termination  which (1) is for Cause (as
          defined  below);  (2) is a result  of death  or  disability;  (3) is a
          result of voluntary  termination  other than for Good  Reason;  or (4)
          occurs prior to the  effectiveness  of a Change in Control  (except as
          otherwise provided above).

     "Cause"  shall  mean  any of  the  following:  (1)  theft,  dishonesty,  or
falsification of any Company or successor  corporation documents or records; (2)
improper use or disclosure of Company or any successor corporation  confidential
or proprietary information; (3) any action which has a detrimental effect on the
reputation or business of the Company or any successor corporation;  (4) failure
or inability to perform any  reasonably  assigned  duties,  after written notice
from the Company or any successor  corporation  and a reasonable  opportunity to
cure such  failure  or  inability;  (5) any  material  breach of any  employment
agreement, which breach is not cured pursuant to the terms of such agreement; or
(6) conviction (including any plea of guilty or nolo contendere) of any criminal
act which impairs the ability to perform duties for the Company or any successor
corporation.

     "Good Reason" shall mean any one or more of the following:

          (i)  any reduction by the Company or any successor  corporation of the
               Service  Provider's base salary in excess of ten percent (10%) of
               the Service Provider's base salary in effect immediately prior to
               the date of the Change in Control,  unless a comparable reduction
               is  concurrently  made  for  all  other  Service  Providers  with
               comparable responsibilities;

          (ii) without the  Service  Provider's  express  written  consent,  the
               assignment  to  the  Service  Provider  of  any  duties,  or  any
               limitation of responsibilities,  substantially  inconsistent with
               the Service Provider's  positions,  duties,  responsibilities and
               status  with  the  Company  immediately  prior to the date of the
               Change in Control;

                                      -8-


<PAGE> 17

          (iii)without the  Service  Provider's  express  written  consent,  the
               relocation  of  the  Service   Provider's   principal   place  of
               employment  to a location  outside the greater San  Francisco Bay
               Area; or

          (iv) any  failure  by the  Company  or any  successor  corporation  to
               continue to provide the Service Provider with benefits comparable
               to which the Service Provider was receiving  immediately prior to
               the date of the Change in Control.

13.  Time of Granting Options and Stock Purchase Rights. The date of grant of an
     Option or Stock  Purchase  Right shall,  for all  purposes,  be the date on
     which the  Administrator  makes the  determination  granting such Option or
     Stock  Purchase  Right,  or  such  other  date  as  is  determined  by  the
     Administrator. Notice of the determination shall be given to each Employee,
     Director  or  Consultant  to whom an Option or Stock  Purchase  Right is so
     granted within a reasonable time after the date of such grant.

14.  Amendment and Termination of the Plan.

     (a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
          suspend or terminate the Plan.

     (b)  Shareholder  Approval.  The Board shall obtain shareholder approval of
          any Plan  amendment to the extent  necessary  and  desirable to comply
          with Applicable Laws.

     (c)  Effect  of  Amendment  or  Termination.   No  amendment,   alteration,
          suspension or  termination  of the Plan shall impair the rights of any
          Optionee,  unless mutually agreed  otherwise  between the Optionee and
          the  Administrator,  which  agreement must be in writing and signed by
          the Optionee and the Company. Termination of the Plan shall not affect
          the  Administrator's  ability to  exercise  the  powers  granted to it
          hereunder with respect to Options  granted under the Plan prior to the
          date of such termination.

15.  Conditions Upon Issuance of Shares.

     (a)  Legal Compliance.  Shares shall not be issued pursuant to the exercise
          of an Option  unless the  exercise of such Option and the issuance and
          delivery of such Shares shall comply with Applicable Laws and shall be
          further  subject to the  approval  of  counsel  for the  Company  with
          respect to such compliance.

     (b)  Investment  Representations.  As a  condition  to the  exercise  of an
          Option,  the  Administrator  may  require the person  exercising  such
          Option 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.

16.  Inability  to Obtain  Authority.  The  inability  of the  Company to obtain
     authority from any regulatory body having jurisdiction,  which authority is
     deemed by the Company's  counsel to be necessary to the lawful issuance and
     sale of any Shares hereunder, shall relieve the Company of any liability in
     respect  of the  failure  to issue or sell  such  Shares  as to which  such
     requisite authority shall not have been obtained.

17.  Reservation of Shares. The Company,  during the term of this Plan, shall at
     all times  reserve  and keep  available  such  number of Shares as shall be
     sufficient to satisfy the requirements of the Plan.

18.  Shareholder  Approval.  The  Plan  shall  be  subject  to  approval  by the
     shareholders  of the Company  within  twelve (12) months after the date the
     Plan is adopted.  Such shareholder approval shall be obtained in the degree
     and manner required under Applicable Laws.

19.  Information to Optionees and Purchasers.  The Company shall provide to each
     Optionee and to each  individual who acquires  Shares pursuant to the Plan,
     not less  frequently  than  annually  during the period  such  Optionee  or
     purchaser  has one or more Options or Stock  Purchase  Rights  outstanding,
     and, in the case of an individual who acquires Shares pursuant to the Plan,
     during  the  period  such  individual  owns such  Shares,  copies of annual
     financial  statements.  The Company  shall not be required to provide  such
     statements  to key employees  whose duties in  connection  with the Company
     assure their access to equivalent information.

                                      -9-

<PAGE> 18

EXHIBIT 4.02

                      ENTERPRISELINK TECHNOLOGY CORPORATION
                             1999 STOCK OPTION PLAN


1.   Establishment, Purpose and Term of Plan.

     1.1  Establishment.  This EnterpriseLink  Technology Corporation 1999 Stock
          Option  Plan  (the  "Plan")  is  hereby  established  effective  as of
          November 12, 1999 (the "Effective Date").

     1.2  Purpose.  The purpose of the Plan is to advance the  interests  of the
          Participating  Company  Group and its  shareholders  by  providing  an
          incentive to attract,  retain and reward persons  performing  services
          for the Participating  Company Group and by motivating such persons to
          contribute  to the  growth  and  profitability  of  the  Participating
          Company Group.

     1.3  Term of Plan.  The Plan shall  continue in effect until the earlier of
          its termination by the Board or the date on which all of the shares of
          Stock  available for issuance  under the Plan have been issued and all
          restrictions  on such  shares  under  the  terms  of the  Plan and the
          agreements  evidencing  Options  granted  under the Plan have  lapsed.
          However,  all Options  shall be granted,  if at all,  within  ten (10)
          years from the earlier of the date the Plan is adopted by the Board or
          the date the Plan is duly approved by the shareholders of the Company.

2.   Definitions and Construction.

     2.1  Definitions.  Whenever  used herein,  the  following  terms shall have
          their respective meanings set forth below:

          (a)  "Board"  means the Board of Directors  of the Company.  If one or
               more  Committees  have been  appointed by the Board to administer
               the Plan, "Board" also means such Committee(s).

          (b)  "Code" means the Internal  Revenue Code of 1986, as amended,  and
               any applicable regulations promulgated thereunder.

          (c)  "Committee"  means the Compensation  Committee or other committee
               of the Board duly  appointed  to  administer  the Plan and having
               such powers as shall be specified by the Board. Unless the powers
               of the Committee have been  specifically  limited,  the Committee
               shall  have  all  of the  powers  of the  Board  granted  herein,
               including,  without  limitation,  the power to amend or terminate
               the Plan at any  time,  subject  to the terms of the Plan and any
               applicable limitations imposed by law.

          (d)  "Company"  means   EnterpriseLink   Technology   Corporation,   a
               California corporation, or any successor corporation thereto.

          (e)  "Consultant" means any person, including an advisor, engaged by a
               Participating  Company  to  render  services  other  than  as  an
               Employee or a Director.

          (f)  "Director"  means  a  member  of the  Board  or of the  board  of
               directors of any other Participating Company.

          (g)  "Disability" means the inability of the Optionee,  in the opinion
               of a qualified  physician  acceptable to the Company,  to perform
               the  major   duties   of  the   Optionee's   position   with  the
               Participating  Company Group because of the sickness or injury of
               the Optionee.

          (h)  "Employee" means any person treated as an employee  (including an
               officer or a Director  who is also treated as an employee) in the
               records  of a  Participating  Company  and,  with  respect to any
               Incentive Stock Option granted to such person, who is an employee
               for purposes of Section 422 of the Code; provided,  however, that
               neither  service as a Director  nor payment of a  director's  fee
               shall be sufficient to constitute  employment for purposes of the
               Plan.

<PAGE> 19

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

          (j)  "Fair Market Value" means,  as of any date,  the value of a share
               of Stock or other  property as  determined  by the Board,  in its
               discretion,  or by  the  Company,  in  its  discretion,  if  such
               determination  is  expressly  allocated  to the  Company  herein,
               subject to the following:

               (i)  If, on such  date,  the Stock is  listed  on a  national  or
                    regional  securities  exchange  or market  system,  the Fair
                    Market Value of a share of Stock shall be the closing  price
                    of a share of  Stock  (or the  mean of the  closing  bid and
                    asked  prices  of a share of Stock if the Stock is so quoted
                    instead) as quoted on the Nasdaq National Market, The Nasdaq
                    SmallCap   Market  or  such  other   national   or  regional
                    securities   exchange  or  market  system  constituting  the
                    primary market for the Stock, as reported in The Wall Street
                    Journal or such other source as the Company deems  reliable.
                    If the  relevant  date  does not fall on a day on which  the
                    Stock  has  traded  on such  securities  exchange  or market
                    system,  the date on which the Fair  Market  Value  shall be
                    established  shall be the last day on which the Stock was so
                    traded prior to the relevant date, or such other appropriate
                    day as shall be determined by the Board, in its discretion.

               (ii) If, on such date,  there is no public  market for the Stock,
                    the  Fair  Market  Value  of a share  of  Stock  shall be as
                    determined by the Board in good faith without  regard to any
                    restriction  other than a restriction  which,  by its terms,
                    will never lapse.

          (k)  "Incentive  Stock Option" means an Option  intended to be (as set
               forth  in  the  Option  Agreement)  and  which  qualifies  as  an
               incentive  stock option within the meaning of  Section 422(b)  of
               the Code.

          (l)  "Insider"  means an officer or a Director  of the  Company or any
               other  person  whose   transactions   in  Stock  are  subject  to
               Section 16 of the Exchange Act.

          (m)  "Nonstatutory  Stock  Option"  means an Option not intended to be
               (as set forth in the Option  Agreement) or which does not qualify
               as an Incentive Stock Option.

          (n)  "Option"  means a right to purchase  Stock (subject to adjustment
               as provided in Section 4.2)  pursuant to the terms and conditions
               of the Plan. An Option may be either an Incentive Stock Option or
               a Nonstatutory Stock Option.

          (o)  "Option  Agreement" means a written agreement between the Company
               and  an  Optionee   setting  forth  the  terms,   conditions  and
               restrictions of the Option granted to the Optionee and any shares
               acquired upon the exercise thereof.

          (p)  "Optionee"  means a  person  who  has  been  granted  one or more
               Options.

          (q)  "Parent   Corporation"   means  any  present  or  future  "parent
               corporation" of the Company,  as defined in Section 424(e) of the
               Code.

          (r)  "Participating   Company"   means  the   Company  or  any  Parent
               Corporation or Subsidiary Corporation.

          (s)  "Participating  Company  Group" means,  at any point in time, all
               corporations collectively which are then Participating Companies.

          (t)  "Rule 16b-3" means  Rule 16b-3 under the Exchange Act, as amended
               from time to time, or any successor rule or regulation.

          (u)  "Securities Act" means the Securities Act of 1933, as amended.

                                      -2-


<PAGE> 20

          (v)  "Service"  means an  Optionee's  employment  or service  with the
               Participating  Company  Group,  whether  in  the  capacity  of an
               Employee,  a Director or a  Consultant.  The  Optionee's  Service
               shall not be deemed to have terminated merely because of a change
               in the  capacity  in which the  Optionee  renders  Service to the
               Participating  Company  Group  or a change  in the  Participating
               Company for which the  Optionee  renders such  Service,  provided
               that there is no  interruption  or  termination of the Optionee's
               Service.    Furthermore,   an   Optionee's   Service   with   the
               Participating   Company   Group  shall  not  be  deemed  to  have
               terminated if the Optionee takes any military leave,  sick leave,
               or other  bona fide  leave of absence  approved  by the  Company;
               provided,  however,  that if any such leave  exceeds  ninety (90)
               days, on the ninety-first (91st) day of such leave the Optionee's
               Service shall be deemed to have terminated  unless the Optionee's
               right to return to Service with the  Participating  Company Group
               is  guaranteed  by  statute  or  contract.   Notwithstanding  the
               foregoing, unless otherwise designated by the Company or required
               by law,  a leave of absence  shall not be treated as Service  for
               purposes  of  determining  vesting  under the  Optionee's  Option
               Agreement.  The  Optionee's  Service  shall  be  deemed  to  have
               terminated  either upon an actual  termination of Service or upon
               the corporation for which the Optionee  performs  Service ceasing
               to be a  Participating  Company.  Subject to the  foregoing,  the
               Company,   in  its  discretion,   shall  determine   whether  the
               Optionee's  Service has terminated and the effective date of such
               termination.

          (w)  "Stock"  means the common stock of the Company,  as adjusted from
               time to time in accordance with Section 4.2.

          (x)  "Subsidiary  Corporation" means any present or future "subsidiary
               corporation" of the Company,  as defined in Section 424(f) of the
               Code.

          (y)  "Ten Percent Owner  Optionee"  means an Optionee who, at the time
               an Option is granted to the Optionee,  owns stock possessing more
               than ten percent (10%) of the total combined  voting power of all
               classes of stock of a Participating Company within the meaning of
               Section 422(b)(6) of the Code.

     1.2  Construction. Captions and titles contained herein are for convenience
          only and  shall  not  affect  the  meaning  or  interpretation  of any
          provision of the Plan. Except when otherwise indicated by the context,
          the singular shall include the plural and the plural shall include the
          singular. Use of the term "or" is not intended to be exclusive, unless
          the context clearly requires otherwise.

2.   Administration.

     2.1  Administration  by the Board.  The Plan shall be  administered  by the
          Board.  All questions of  interpretation  of the Plan or of any Option
          shall be determined  by the Board,  and such  determinations  shall be
          final and binding  upon all persons  having an interest in the Plan or
          such Option.

     2.2  Authority of Officers.  Any officer of a  Participating  Company shall
          have the authority to act on behalf of the Company with respect to any
          matter,  right,  obligation,  determination  or election  which is the
          responsibility  of or  which  is  allocated  to  the  Company  herein,
          provided  the  officer has  apparent  authority  with  respect to such
          matter, right, obligation, determination or election.

     2.3  Administration with Respect to Insiders. With respect to participation
          by Insiders in the Plan, at any time that any class of equity security
          of the Company is  registered  pursuant to  Section 12 of the Exchange
          Act,  the  Plan  shall  be   administered   in  compliance   with  the
          requirements, if any, of Rule 16b-3.

     2.4  Powers of the Board.  In addition to any other powers set forth in the
          Plan and subject to the  provisions of the Plan,  the Board shall have
          the full and final power and authority, in its discretion:

                                      -3-


<PAGE> 21

          (a)  to determine the persons to whom, and the time or times at which,
               Options  shall be granted and the number of shares of Stock to be
               subject to each Option;

          (b)  to designate  Options as Incentive  Stock Options or Nonstatutory
               Stock Options;

          (c)  to  determine  the Fair Market  Value of shares of Stock or other
               property;

          (d)  to determine the terms, conditions and restrictions applicable to
               each Option (which need not be identical) and any shares acquired
               upon the exercise thereof, including, without limitation, (i) the
               exercise  price of the  Option,  (ii) the method of  payment  for
               shares  purchased  upon the  exercise  of the  Option,  (iii) the
               method for satisfaction of any tax withholding obligation arising
               in  connection  with the Option or such shares,  including by the
               withholding  or  delivery  of shares of stock,  (iv) the  timing,
               terms and conditions of the  exercisability  of the Option or the
               vesting of any shares acquired upon the exercise thereof, (v) the
               time of the  expiration  of the  Option,  (vi) the  effect of the
               Optionee's  termination of Service with the Participating Company
               Group  on  any of the  foregoing,  and  (vii)  all  other  terms,
               conditions  and  restrictions  applicable  to the  Option or such
               shares not inconsistent with the terms of the Plan;

          (e)  to approve one or more forms of Option Agreement;

          (f)  to amend,  modify,  extend,  cancel,  renew, reprice or otherwise
               adjust  the  exercise   price  of,  or  grant  a  new  Option  in
               substitution  for,  any  Option or to waive any  restrictions  or
               conditions  applicable to any Option or any shares  acquired upon
               the exercise thereof;

          (g)  to accelerate,  continue,  extend or defer the  exercisability of
               any  Option  or the  vesting  of any  shares  acquired  upon  the
               exercise thereof,  including with respect to the period following
               an  Optionee's  termination  of  Service  with the  Participating
               Company Group;

          (h)  to prescribe,  amend or rescind  rules,  guidelines  and policies
               relating to the Plan, or to adopt  supplements to, or alternative
               versions  of, the Plan,  including,  without  limitation,  as the
               Board deems necessary or desirable to comply with the laws of, or
               to accommodate the tax policy or custom of, foreign jurisdictions
               whose citizens may be granted Options; and

          (i)  to correct  any defect,  supply any  omission  or  reconcile  any
               inconsistency in the Plan or any Option Agreement and to make all
               other  determinations and take such other actions with respect to
               the Plan or any  Option as the Board  may deem  advisable  to the
               extent consistent with the Plan and applicable law.

3.   Shares Subject to Plan.

     3.1  Maximum Number of Shares  Issuable.  Subject to adjustment as provided
          in Section 4.2,  the maximum  aggregate number of shares of Stock that
          may be issued  under the Plan shall be one  million  two  hundred  and
          fifty  thousand  (1,250,000)  and  shall  consist  of  authorized  but
          unissued or reacquired shares of Stock or any combination  thereof. If
          an  outstanding  Option for any reason  expires  or is  terminated  or
          canceled or if shares of Stock are  acquired  upon the  exercise of an
          Option subject to a Company  repurchase  option and are repurchased by
          the  Company at the  Optionee's  exercise  price,  the shares of Stock
          allocable  to  the   unexercised   portion  of  such  Option  or  such
          repurchased  shares of Stock shall  again be  available  for  issuance
          under the Plan. Notwithstanding the foregoing, at any such time as the
          offer  and  sale of  securities  pursuant  to the Plan is  subject  to
          compliance with Section  260.140.45 of Title 10 of the California Code
          of Regulations ("Section  260.140.45"),  the total number of shares of
          Stock issuable upon the exercise of all outstanding  Options (together
          with  options  outstanding  under any other  stock  option plan of the
          Company) and the total  number of shares  provided for under any stock
          bonus or similar plan of the Company shall not exceed  thirty  percent

                                      -4-


<PAGE> 22

          (30%) (or such other higher  percentage  limitation as may be approved
          by the shareholders of the Company pursuant to Section  260.140.45) of
          the then outstanding shares of the Company as calculated in accordance
          with the conditions and exclusions of Section 260.140.45.

     3.2  Adjustments  for  Changes  in Capital  Structure.  In the event of any
          stock dividend,  stock split,  reverse stock split,  recapitalization,
          combination,   reclassification  or  similar  change  in  the  capital
          structure of the Company, appropriate adjustments shall be made in the
          number and class of shares subject to the Plan and to any  outstanding
          Options  and  in the  exercise  price  per  share  of any  outstanding
          Options.  If a majority  of the shares  which are of the same class as
          the shares that are subject to outstanding  Options are exchanged for,
          converted  into,  or otherwise  become  (whether or not pursuant to an
          Ownership  Change Event, as defined in Section 8.1)  shares of another
          corporation (the "New Shares"),  the Board may unilaterally  amend the
          outstanding  Options to provide that such Options are  exercisable for
          New Shares.  In the event of any such amendment,  the number of shares
          subject  to,  and the  exercise  price per share of,  the  outstanding
          Options shall be adjusted in a fair and equitable manner as determined
          by the Board, in its discretion.  Notwithstanding  the foregoing,  any
          fractional  share  resulting  from  an  adjustment  pursuant  to  this
          Section 4.2 shall be rounded down to the nearest whole number,  and in
          no event  may the  exercise  price of any  Option be  decreased  to an
          amount less than the par value,  if any,  of the stock  subject to the
          Option.  The  adjustments  determined  by the Board  pursuant  to this
          Section 4.2 shall be final, binding and conclusive.

4.   Eligibility and Option Limitations.

     4.1  Persons  Eligible  for  Options.   Options  may  be  granted  only  to
          Employees,  Consultants,  and Directors. For purposes of the foregoing
          sentence,  "Employees,"  "Consultants"  and "Directors"  shall include
          prospective   Employees,   prospective   Consultants  and  prospective
          Directors  to whom  Options are  granted in  connection  with  written
          offers  of an  employment  or  other  service  relationships  with the
          Participating Company Group. Eligible persons may be granted more than
          one (1) Option.

     4.2  Option  Grant  Restrictions.  Any person who is not an Employee on the
          effective date of the grant of an Option to such person may be granted
          only a Nonstatutory Stock Option. An Incentive Stock Option granted to
          a prospective  Employee upon the condition  that such person become an
          Employee  shall be deemed  granted  effective  on the date such person
          commences Service with a Participating Company, with an exercise price
          determined as of such date in accordance with Section 6.1.

     4.3  Fair Market Value Limitation. To the extent that options designated as
          Incentive  Stock Options  (granted under all stock option plans of the
          Participating Company Group, including the Plan) become exercisable by
          an  Optionee  for the first time  during any  calendar  year for stock
          having a Fair Market Value greater than One Hundred  Thousand  Dollars
          ($100,000),  the  portions of such  options  which  exceed such amount
          shall be treated as Nonstatutory  Stock Options.  For purposes of this
          Section 5.3,  options  designated as Incentive  Stock Options shall be
          taken into  account in the order in which they were  granted,  and the
          Fair  Market  Value of stock  shall be  determined  as of the time the
          option with  respect to such stock is granted.  If the Code is amended
          to  provide  for a  different  limitation  from that set forth in this
          Section 5.3,  such different  limitation shall be deemed  incorporated
          herein  effective  as of the date and with  respect to such Options as
          required or permitted by such  amendment to the Code.  If an Option is
          treated as an  Incentive  Stock  Option in part and as a  Nonstatutory
          Stock  Option in part by reason  of the  limitation  set forth in this
          Section 5.3,  the Optionee may designate  which portion of such Option
          the Optionee is exercising.  In the absence of such  designation,  the
          Optionee shall be deemed to have exercised the Incentive  Stock Option
          portion of the Option first. Separate  certificates  representing each
          such portion shall be issued upon the exercise of the Option.

                                      -5-


<PAGE> 23

5.   Terms and Conditions of Options.

     Options shall be evidenced by Option  Agreements  specifying  the number of
     shares of Stock covered thereby,  in such form as the Board shall from time
     to time  establish.  No Option  or  purported  Option  shall be a valid and
     binding  obligation  of the Company  unless  evidenced by a fully  executed
     Option Agreement. Option Agreements may incorporate all or any of the terms
     of the Plan by  reference  and  shall  comply  with and be  subject  to the
     following terms and conditions:

     5.1  Exercise   Price.   The  exercise  price  for  each  Option  shall  be
          established in the discretion of the Board;  provided,  however,  that
          (a) the  exercise price per share for an Incentive  Stock Option shall
          be not  less  than the  Fair  Market  Value of a share of Stock on the
          effective  date of grant of the  Option,  (b) the  exercise  price per
          share  for  a  Nonstatutory  Stock  Option  shall  be  not  less  than
          eighty-five percent (85%) of the Fair Market Value of a share of Stock
          on the  effective  date of  grant of the  Option,  and  (c) no  Option
          granted to a Ten Percent Owner  Optionee  shall have an exercise price
          per share less than one hundred ten percent  (110%) of the Fair Market
          Value  of a share  of  Stock  on the  effective  date of  grant of the
          Option. Notwithstanding the foregoing, an Option (whether an Incentive
          Stock Option or a  Nonstatutory  Stock  Option) may be granted with an
          exercise  price lower than the minimum  exercise price set forth above
          if such Option is granted  pursuant to an assumption  or  substitution
          for another  option in a manner  qualifying  under the  provisions  of
          Section 424(a) of the Code.

     5.2  Exercise  Period.  Options shall be exercisable at such time or times,
          or upon such event or events,  and subject to such terms,  conditions,
          performance  criteria,  and restrictions as shall be determined by the
          Board and set forth in the Option  Agreement  evidencing  such Option;
          provided,  however,  that (a) no Option shall be exercisable after the
          expiration of ten (10) years after the effective date of grant of such
          Option,  (b) no  Incentive Stock Option granted to a Ten Percent Owner
          Optionee shall be  exercisable  after the expiration of five (5) years
          after  the  effective  date of grant  of such  Option,  (c) no  Option
          granted  to  a  prospective   Employee,   prospective   Consultant  or
          prospective Director may become exercisable prior to the date on which
          such person commences  Service with a Participating  Company,  and (d)
          with the  exception  of an Option  granted to an officer,  Director or
          Consultant,  no Option  shall become  exercisable  at a rate less than
          twenty percent (20%) per year over a period of five (5) years from the
          effective  date of grant of such  Option,  subject  to the  Optionee's
          continued  Service.   Subject  to  the  foregoing,   unless  otherwise
          specified by the Board in the grant of an Option,  any Option  granted
          hereunder  shall have a term of ten (10) years from the effective date
          of grant of the Option.

     5.3  Payment of Exercise Price.

          (a)  Forms of Consideration  Authorized.  Except as otherwise provided
               below,  payment of the exercise price for the number of shares of
               Stock being purchased pursuant to any Option shall be made

          (i) in cash, by check or cash equivalent,

          (ii) by such other  consideration as may be approved by the Board from
               time to time to the extent permitted by applicable law, or

          (iii)by any  combination  thereof.  The  Board may at any time or from
               time to time,  by adoption  of or by  amendment  to the  standard
               forms of Option  Agreement  described in  Section 7,  or by other
               means,  grant  Options  which do not permit all of the  foregoing
               forms of  consideration  to be used in  payment  of the  exercise
               price  or  which   otherwise   restrict  one  or  more  forms  of
               consideration.

     5.4  Tax  Withholding.  The  Company  shall  have  the  right,  but not the
          obligation,  to  deduct  from the  shares of Stock  issuable  upon the
          exercise of an Option, or to accept from the Optionee the tender of, a
          number  of whole  shares  of  Stock  having a Fair  Market  Value,  as
          determined  by the  Company,  equal to all or any part of the federal,
          state, local and foreign taxes, if any, required by law to be withheld
          by the Participating  Company Group with respect to such Option or the
          shares  acquired  upon  the  exercise  thereof.  Alternatively  or  in
          addition,  in its  discretion,  the  Company  shall  have the right to
          require the Optionee,  through  payroll  withholding,  cash payment or
          otherwise, including by means of a Cashless Exercise, to make adequate

                                      -6-


<PAGE> 24

          provision   for  any  such   tax   withholding   obligations   of  the
          Participating  Company Group arising in connection  with the Option or
          the shares acquired upon the exercise thereof.  The Company shall have
          no obligation to deliver shares of Stock or to release shares of Stock
          from an escrow established  pursuant to the Option Agreement until the
          Participating  Company Group's tax withholding  obligations  have been
          satisfied by the Optionee.

     5.5  Effect of Termination of Service.

          (a)  Option  Exercisability.  Subject  to earlier  termination  of the
               Option  as  otherwise   provided  herein,   an  Option  shall  be
               exercisable  after  an  Optionee's   termination  of  Service  as
               follows:

               (i)  Disability. If the Optionee's Service with the Participating
                    Company Group is terminated because of the Disability of the
                    Optionee,   the  Option,  to  the  extent   unexercised  and
                    exercisable  on the date on  which  the  Optionee's  Service
                    terminated,  may  be  exercised  by  the  Optionee  (or  the
                    Optionee's  guardian  or legal  representative)  at any time
                    prior to the  expiration  of six (6) months (or such  longer
                    period  of  time  as  determined   by  the  Board,   in  its
                    discretion)  after the date on which the Optionee's  Service
                    terminated,  but in any  event  no  later  than  the date of
                    expiration  of the Option's  term as set forth in the Option
                    Agreement  evidencing  such Option (the  "Option  Expiration
                    Date").

               (ii) Death.  If the  Optionee's  Service  with the  Participating
                    Company  Group is  terminated  because  of the  death of the
                    Optionee,   the  Option,  to  the  extent   unexercised  and
                    exercisable  on the date on  which  the  Optionee's  Service
                    terminated,   may  be  exercised  by  the  Optionee's  legal
                    representative  or other  person who  acquired  the right to
                    exercise the Option by reason of the Optionee's death at any
                    time  prior to the  expiration  of six (6)  months  (or such
                    longer  period of time as  determined  by the Board,  in its
                    discretion)  after the date on which the Optionee's  Service
                    terminated,  but in any  event  no  later  than  the  Option
                    Expiration  Date. The Optionee's  Service shall be deemed to
                    have  terminated  on account of death if the  Optionee  dies
                    within  thirty (30) days (or such  longer  period of time as
                    determined  by the  Board,  in  its  discretion)  after  the
                    Optionee's termination of Service.

               (iii)Other Termination of Service. If the Optionee's Service with
                    the  Participating  Company Group terminates for any reason,
                    except  Disability  or  death,  the  Option,  to the  extent
                    unexercised  and  exercisable by the Optionee on the date on
                    which the Optionee's Service terminated, may be exercised by
                    the Optionee  within thirty (30) days (or such longer period
                    of time as determined by the Board, in its discretion) after
                    the date on which the Optionee's Service terminated,  but in
                    any event no later than the Option Expiration Date.

          (b)  Extension  if  Exercise  Prevented  by Law.  Notwithstanding  the
               foregoing,  if the  exercise of an Option  within the  applicable
               time  periods set forth in  Section 6.5(a)  is  prevented  by the
               provisions   of  Section 11   below,   the  Option  shall  remain
               exercisable until thirty (30) days (or such longer period of time
               as determined by the Board, in its discretion) after the date the
               Optionee  is   notified  by  the  Company   that  the  Option  is
               exercisable, but in any event no later than the Option Expiration
               Date.

          (c)  Extension if Optionee Subject to  Section 16(b).  Notwithstanding
               the foregoing,  if a sale within the applicable  time periods set
               forth in  Section 6.5(a)  of shares acquired upon the exercise of
               the Option would subject the Optionee to suit under Section 16(b)
               of the Exchange  Act, the Option shall remain  exercisable  until
               the earliest to occur of (i) the  tenth (10th) day  following the
               date on  which a sale of such  shares  by the  Optionee  would no
               longer  be  subject  to  such  suit,  (ii) the  one  hundred  and
               ninetieth  (190th)  day  after  the  Optionee's   termination  of
               Service, or (iii) the Option Expiration Date.

                                      -7-


<PAGE> 25

6.   Standard Forms of Option Agreement.

     6.1  Incentive Stock Options. Unless otherwise provided by the Board at the
          time the Option is  granted,  an Option  designated  as an  "Incentive
          Stock  Option"  shall  comply  with and be  subject  to the  terms and
          conditions set forth in the form of Incentive  Stock Option  Agreement
          adopted by the Board concurrently with its adoption of the Plan and as
          amended from time to time.

     6.2  Nonstatutory Stock Options.  Unless otherwise provided by the Board at
          the  time  the  Option  is  granted,   an  Option   designated   as  a
          "Nonstatutory  Stock  Option"  shall comply with and be subject to the
          terms  and  conditions  set  forth in the form of  Nonstatutory  Stock
          Option Agreement  adopted by the Board  concurrently with its adoption
          of the Plan and as amended from time to time.

     6.3  Authority to Vary Terms.  The Board shall have the authority from time
          to time to vary the  terms  of any of the  standard  forms  of  Option
          Agreement  described in this Section 7  either in connection  with the
          grant or amendment of an individual  Option or in connection  with the
          authorization of a new standard form or forms; provided, however, that
          the terms and conditions of any such new,  revised or amended standard
          form or forms of Option Agreement are not inconsistent  with the terms
          of the Plan.

7.   Change in Control.

     7.1  Definitions.

          (a)  An  "Ownership  Change Event" shall be deemed to have occurred if
               any of the following occurs with respect to the Company:  (i) the
               direct  or  indirect  sale or  exchange  in a single or series of
               related  transactions by the  shareholders of the Company of more
               than fifty percent (50%) of the voting stock of the Company; (ii)
               a merger or consolidation in which the Company is a party;  (iii)
               the sale,  exchange,  or transfer of all or substantially  all of
               the assets of the Company;  or (iv) a liquidation  or dissolution
               of the Company.

          (b)  A "Change in Control"  shall mean an Ownership  Change Event or a
               series  of  related  Ownership  Change  Events  (collectively,  a
               "Transaction")   wherein   the   shareholders   of  the   Company
               immediately  before the  Transaction  do not  retain  immediately
               after the Transaction,  in substantially  the same proportions as
               their   ownership  of  shares  of  the  Company's   voting  stock
               immediately before the Transaction, direct or indirect beneficial
               ownership of more than fifty percent (50%) of the total  combined
               voting  power of the  outstanding  voting stock of the Company or
               the  corporation  or  corporations  to which  the  assets  of the
               Company were transferred (the  "Transferee  Corporation(s)"),  as
               the case may be. For purposes of the preceding sentence, indirect
               beneficial  ownership  shall  include,  without  limitation,   an
               interest  resulting  from ownership of the voting stock of one or
               more corporations which, as a result of the Transaction,  own the
               Company  or the  Transferee  Corporation(s),  as the case may be,
               either directly or through one or more  subsidiary  corporations.
               The Board  shall  have the right to  determine  whether  multiple
               sales or exchanges of the voting stock of the Company or multiple
               Ownership Change Events are related,  and its determination shall
               be final, binding and conclusive.

     7.2  Effect of Change in  Control on  Options.  In the event of a Change in
          Control,   the  surviving,   continuing,   successor,   or  purchasing
          corporation  or parent  corporation  thereof,  as the case may be (the
          "Acquiring  Corporation"),  may either assume the Company's rights and
          obligations  under  outstanding  Options or substitute for outstanding
          Options   substantially   equivalent   options   for   the   Acquiring
          Corporation's stock. For purposes of this Section 8.2, an Option shall
          be deemed  assumed if,  following  the Change in  Control,  the Option
          confers  the  right to  purchase  in  accordance  with its  terms  and
          conditions,  for each share of Stock subject to the Option immediately
          prior to the Change in Control, the consideration (whether stock, cash

                                      -8-


<PAGE> 26

          or other securities or property) to which a holder of a share of Stock
          on the effective  date of the Change in Control was  entitled.  In the
          event the Acquiring Corporation elects not to assume or substitute for
          outstanding  Options  in  connection  with a Change  in  Control,  any
          unexercisable  or unvested  portions of  outstanding  Options  held by
          Optionees  whose Service has not  terminated  prior to such date shall
          become  immediately  exercisable  and vested in full (and any unvested
          share  repurchase  option  shall  lapse)  as of the date ten (10) days
          prior to the date of the Change in Control.  The accelerated  exercise
          or vesting of any Option that was permissible solely by reason of this
          Section 8.2  shall be conditioned  upon the consummation of the Change
          in Control.  Any Options which are neither  assumed or substituted for
          by the Acquiring  Corporation in connection with the Change in Control
          nor exercised as of the date of the Change in Control shall  terminate
          and cease to be outstanding  effective as of the date of the Change in
          Control.  Notwithstanding the foregoing, shares acquired upon exercise
          of an Option  prior to the  Change in  Control  and any  consideration
          received pursuant to the Change in Control with respect to such shares
          shall  continue  to be subject  to all  applicable  provisions  of the
          Option Agreement  evidencing such Option except as otherwise  provided
          in such Option Agreement. Furthermore,  notwithstanding the foregoing,
          if the  corporation  the stock of which is subject to the  outstanding
          Options  immediately  prior to an Ownership  Change Event described in
          Section 8.1(a)(i) constituting a Change in Control is the surviving or
          continuing  corporation  and immediately  after such Ownership  Change
          Event less than fifty percent (50%) of the total combined voting power
          of its  voting  stock  is  held by  another  corporation  or by  other
          corporations  that are  members  of an  affiliated  group  within  the
          meaning  of   Section 1504(a)  of  the  Code  without  regard  to  the
          provisions of  Section 1504(b)  of the Code, the  outstanding  Options
          shall  not  terminate  unless  the  Board  otherwise  provides  in its
          discretion.

8.   Provision of Information.

     At least  annually,  copies  of the  Company's  balance  sheet  and  income
statement  for the just  completed  fiscal year shall be made  available to each
Optionee and  purchaser  of shares of Stock upon the exercise of an Option.  The
Company shall not be required to provide such information to key employees whose
duties  in  connection  with  the  Company  assure  them  access  to  equivalent
information.

9.   Nontransferability of Options.

     During the lifetime of the Optionee, an Option shall be exercisable only by
the Optionee or the Optionee's guardian or legal representative. No Option shall
be assignable or transferable by the Optionee,  except by will or by the laws of
descent and distribution.

10.  Compliance with Securities Law.

     The grant of Options and the  issuance of shares of Stock upon  exercise of
Options  shall be subject to  compliance  with all  applicable  requirements  of
federal, state and foreign law with respect to such securities.  Options may not
be exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable  federal,  state or foreign securities laws or other
law or  regulations or the  requirements  of any stock exchange or market system
upon which the Stock may then be listed. In addition, no Option may be exercised
unless (a) a  registration  statement under the Securities Act shall at the time
of exercise of the Option be in effect with respect to the shares  issuable upon
exercise  of the Option or (b) in the opinion of legal  counsel to the  Company,
the shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable  exemption from the registration  requirements of the
Securities  Act. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful  issuance and sale of any shares  hereunder  shall
relieve the Company of any  liability in respect of the failure to issue or sell
such shares as to which such requisite  authority  shall not have been obtained.
As a  condition  to the  exercise  of any  Option,  the  Company may require the
Optionee to satisfy any qualifications that may be necessary or appropriate,  to
evidence  compliance  with  any  applicable  law or  regulation  and to make any
representation  or warranty  with  respect  thereto as may be  requested  by the
Company.


                                   -9-

<PAGE> 27

11.  Indemnification.

     In addition  to such other  rights of  indemnification  as they may have as
members of the Board or  officers  or  employees  of the  Participating  Company
Group,  members of the Board and any officers or employees of the  Participating
Company Group to whom authority to act for the Board or the Company is delegated
shall be indemnified by the Company against all reasonable  expenses,  including
attorneys'  fees,  actually  and  necessarily  incurred in  connection  with the
defense of any action,  suit or  proceeding,  or in  connection  with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken or  failure  to act under or in  connection  with the  Plan,  or any right
granted  hereunder,  and against all amounts paid by them in settlement  thereof
(provided such settlement is approved by independent  legal counsel  selected by
the Company) or paid by them in  satisfaction  of a judgment in any such action,
suit or  proceeding,  except  in  relation  to  matters  as to which it shall be
adjudged in such action, suit or proceeding that such person is liable for gross
negligence,  bad faith or intentional misconduct in duties;  provided,  however,
that  within  sixty  (60) days after the  institution  of such  action,  suit or
proceeding,  such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.

12.  Termination or Amendment of Plan.

     The Board may terminate or amend the Plan at any time. However,  subject to
changes in applicable  law,  regulations  or rules that would permit  otherwise,
without  the  approval  of the  Company's  shareholders,  there  shall be (a) no
increase in the maximum  aggregate  number of shares of Stock that may be issued
under the Plan (except by operation of the  provisions of  Section 4.2),  (b) no
change in the class of persons eligible to receive Incentive Stock Options,  and
(c) no other amendment of the Plan that would require  approval of the Company's
shareholders  under any  applicable  law,  regulation or rule. In any event,  no
termination or amendment of the Plan may adversely  affect any then  outstanding
Option or any unexercised portion thereof,  without the consent of the Optionee,
unless such termination or amendment is required to enable an Option  designated
as an  Incentive  Stock  Option to qualify as an  Incentive  Stock  Option or is
necessary to comply with any applicable law, regulation or rule.

13.  Shareholder Approval.

     The Plan or any increase in the maximum aggregate number of shares of Stock
issuable  thereunder as provided in Section 4.1 (the "Authorized  Shares") shall
be approved by the  shareholders of the Company within twelve (12) months of the
date of adoption  thereof by the Board.  Options  granted  prior to  shareholder
approval of the Plan or in excess of the Authorized Shares  previously  approved
by the  shareholders  shall  become  exercisable  no  earlier  than  the date of
shareholder  approval of the Plan or such increase in the Authorized  Shares, as
the case may be.

                                      -10-

<PAGE> 28


EXHIBIT 5.01


14 December 1999

MERANT plc                         MEMERY CRYSTAL
The Lawn                           Solicitors
22-30 Old Bath Road                31 Southampton Row
Newbury                            London WC1B 5HT
Berkshire  RG14 1QN                Telephone: +44(0)  171-242  5905
                                   LDE No. 156 Chancery Lane
                                   E-mail: mc@memery-crystal.co.uk
                                   Fax: +44(0)  171-242  5905
                                   Group 4 Fax:  +44(0)  171-242  5905


Dear Sirs

Registration Statement on Form S-8

1.   This opinion is given in connection  with the  registration  under the U.S.
     Securities  Act of 1933, as amended  ("the  Securities  Act"),  of ordinary
     shares of 2p nominal value each (each a "Share" and plurally referred to as
     the "Shares") in MERANT plc ("the  Company"),  which may be issued pursuant
     to the EnterpriseLink Technology Corporation  ("EnterpriseLink") 1996 Stock
     Plan, as amended ("the 1996 Plan"), the EnterpriseLink  1999 Stock Plan, as
     amended ("the 1999 Plan"), the Company having assumed the  responsibilities
     of EnterpriseLink  under the 1996 Plan and the 1999 Plan on its acquisition
     of the stock of  EnterpriseLink  in November  1999, and shares which may be
     allocated by the trustee  pursuant to the MERANT plc 1994 Employee  Benefit
     Trust (the "1994 Employee Benefit Trust").

2.   We have acted as English legal  advisors to the Company in connection  with
     the  foregoing.  In so acting,  we have examined such  certificates  of the
     Company and directors  and/or  officers  thereof and originals or copies of
     all such corporate  documents and records of the Company and all such other
     documents as we deemed  relevant  and  necessary as a basis for our opinion
     hereinafter  set  forth.  We have,  with  your  consent,  relied  upon such
     certificates  of  directors   and/or  officers  of  the  Company  and  upon
     statements and  information  furnished by directors  and/or officers of the
     Company  with  respect to their  authority  and the accuracy of all factual
     matters contained therein which we have not independently  established.  We
     have also  assumed  the  genuineness  of all  signatures  thereon or on the
     originals of documents referred to therein.

3.   This opinion is limited to English law as at the date hereof applicable and
     as currently  applied by the English  Courts and is given on the basis that
     it will be governed by and be construed in accordance  with current English
     law. We have  accordingly  not made any  investigations  of the laws of any
     jurisdictions other than England.

4.   You have confirmed to us that all necessary  proceedings have been taken in
     connection with the adoption by the Company of the 1996 Plan, the 1999 Plan
     and the 1994 Employee Benefit Trust, and we have therefore  assumed such in
     giving the opinion contained herein.

5.   It is our opinion  that the Shares that may be issued upon the  exercise of
     options  granted or to be granted under the 1996 Plan and the 1999 Plan and
     that may be allocated under the 1994 Employee  Benefit Trust when issued or
     allocated (as the case may be) in accordance  with the  applicable  plan or
     scheme and  options or  purchase  rights duly  granted  thereunder  and the
     Company's  Memorandum  and  Articles  of  Association,  and in  the  manner
     referred to in the relevant  prospectus  associated  with the  Registration
     Statement  S-8 to be filed by the  Company  on or around 14  December  1999
     ("the Registration  Statement") will be legally issued or allocated (as the
     case may be), fully paid and non-assessable.

6.   For  the  purpose  of  this   opinion,   we  have  assumed  that  the  term
     "non-assessable"  in  relation to the Shares  means under  English law that
     holders of such Shares, having fully paid up all amounts due on such Shares
     as to the  nominal  amount and any  premium  thereon,  are under no further

<PAGE> 29

     personal  liability  to  contribute  to the  assets or  liabilities  of the
     Company in their capacities purely as holders of such Shares.

This opinion is strictly  limited to the matters  stated herein and is not to be
read as extending by implication to any other matter whatsoever.

This  opinion is given to you solely for your benefit and for the purpose of the
Registration  Statement.  It is not to be transmitted to any other person nor is
it to be  relied  upon by any  other  person  or for any  purpose  or  quoted or
referred to in any public document without our prior written consent except that
we  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to the  references  to us in the  Registration
Statement. In giving the consent, we do not admit that we are in the category of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations thereunder.

Yours faithfully,

/s/ Memery Crystal

MEMERY CRYSTAL

                                      -2-

<PAGE> 30

EXHIBIT 23.02




                 CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the employee share plans and employee  benefit trust named on
the facing sheet thereof of our report dated August 4, 1999, with respect to the
consolidated  financial  statements  of MERANT plc for the year ended  April 30,
1999 included in its Annual Report (Form 20-F).



Reading, England
December 10, 1999

<PAGE> 31

EXHIBIT 23.03



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form  S-8 of our  report  dated  June  17,  1998  relating  to the
financial  statements of Intersolv,  Inc.,  which appears in MERANT plc's Annual
Report on Form 20-F for the year ended April 30, 1999.





PricewaterhouseCoopers LLP

McLean, Virginia
December 14, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 117096}]
{"company-data": {"conformed-name": "MERANT PLC", "cik": "0000881581", "assigned-sic": "3577", "irs-number": "000000000", "state-of-incorporation": "Y5", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92819", "film-number": "99775272"}, "business-address": {"street1": "THE LAWN OLD BATH ROAD", "street2": "NEWBURY", "city": "NEWBURY ENGLAND", "state": "X0"}, "mail-address": {"street1": "MICRO FOCUS GROUP PUBLIC LIMITED CO", "street2": "701 EAST MIDDLEFIELD ROAD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94303"}, "former-company": {"former-conformed-name": "MICRO FOCUS GROUP PUBLIC LIMITED COMPANY", "date-changed": "19950728"}}
1

       As filed with the Securities and Exchange Commission on December 15, 1999
                                                 Registration No. 33-___________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   MERANT PLC
             (Exact name of registrant as specified in its charter)

      England and Wales                                 Not applicable
 State or Other Jurisdiction                           (I.R.S. Employer
     of or Organization)                              Identification No.)

                             The Lawn, Old Bath Road
                            Newbury, England RG14 1QN
                    (Address of principal executive offices)

              EnterpriseLink Technology Corporation 1996 Stock Plan
          EnterpriseLink Technology Corporation 1999 Stock Option Plan
                            Assumed by the Registrant
                     MERANT plc 1994 Employee Benefit Trust
                            (Full title of the plans)

                                Kenneth A. Sexton
          Senior Vice President, Chief Financial Officer and Secretary
                                   MERANT plc
                                 c/o MERANT Inc.
                            701 East Middlefield Road
                         Mountain View, California 94043
                                 (650) 938-3700
            (Name, address and telephone number of agent for service)

                          Copies of Communications to:
                                Fritz K. Koehler
                                 Senior Counsel
                                   MERANT plc
                                 c/o MERANT Inc.
                            701 East Middlefield Road
                         Mountain View, California 94043

                         CALCULATION OF REGISTRATION FEE
--------------------------------------- ----------------- ----------------------- ------------------------- ----------------
                                             Amount          Proposed Maximum         Proposed Maximum         Amount of
         Title of Securities                 Being            Offering Price         Aggregate Offering      Registration
           Being Registered                Registered           Per Share                  Price                  Fee
--------------------------------------- ----------------- ----------------------- ------------------------- ----------------

Ordinary Shares, GBP 0.02 par value,
five of which are represented by one
American Depositary Share (1)               186,626  (2)             $1.1583 (3)              $216,168.90            $57.07

Ordinary Shares, GBP 0.02 par value,
five of which are represented by one
American Depositary Share (1)               329,730  (4)             $5.2922 (3)            $1,744,997.11           $460.68

Ordinary Shares, GBP 0.02 par value,
five of which are represented by one
American Depositary Share                 1,000,000  (5)             $7.325  (6)            $7,325,000.00         $1,933.80
2

     (1)  A  separate  registration  statement  on Form F-6 (File No.  33-34422)
          filed with the  Securities  and Exchange  Commission on April 18, 1990
          has been declared  effective  with respect to the American  Depositary
          Shares  represented  by  American  Depositary  Receipts  issuable on a
          one-for-five  basis with the Ordinary  Shares  registered  hereby upon
          deposit of such Ordinary Shares.

     (2)  Shares  subject to  outstanding  options as of December 15, 1999 under
          the EnterpriseLink Technology Corporation 1996 Stock Plan.

     (3)  Weighted average per share exercise price for such outstanding options
          pursuant to Rule 457(h)(1).

     (4)  Shares  subject to  outstanding  options as of December 15, 1999 under
          the EnterpriseLink Technology Corporation 1999 Stock Option Plan.

     (5)  Shares under the 1994 Employee Benefit Trust.

     (6)  Average  of the  high  and low  prices  reported  in the  consolidated
          reporting  system  (Nasdaq) as of December  9, 1999  pursuant to Rule
          457(c).

                                      -2-
3
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

     (a)  The  Registrant's  Form  20-F  filed  on  November  2,  1999  with the
          Commission  (the "1999 Form 20-F")  pursuant to Section 13 or 15(d) of
          the  Securities  Exchange  Act of  1934  (the  "Exchange  Act"),  that
          contains audited financial  statements for the fiscal year ended April
          30, 1999.

     (b)  The description of the  Registrant's  Ordinary Shares contained in the
          1999 Form  20-F,  including  any  amendment  or  report  filed for the
          purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's  Articles of Association contain a provision to the effect
that, so far as permitted by the statutory  provisions of English law concerning
companies,  the directors and other officers of Registrant  shall be indemnified
by the  Registrant  against  liabilities  incurred  by them in  relation  to the
exercise of their duties as directors or officers of  Registrant,  respectively.
However,  Section  310 of the  Companies  Act 1985  renders  any such  indemnity
ineffective to the extent it covers any negligence,  default,  breach of duty or
breach of trust of which the director or other officer may be guilty in relation
to the Registrant,  except to the extent that it covers liabilities  incurred by
the director or other officer,  respectively, in respect of court proceedings in
which judgment or relief is given in his favor.

     The Registrant's policy is to enter into indemnity  agreements with each of
its directors and executive officers. In addition,  MERANT Inc., a subsidiary of
Registrant  incorporated  under  the laws of the State of  California,  has also
entered into indemnity agreements with certain of the Registrant's directors and
executive  officers.   The  indemnity  agreements  provide  that  directors  and
executive officers will be indemnified and held harmless to the fullest possible
extent  permitted by law including  against all expenses  (including  attorneys'
fee),  judgments,  fines and settlement  amounts paid or reasonably  incurred by
them in any action, suit or proceeding, including any derivative action by or in
the  right of the  Registrant,  on  account  of  their  services  as  directors,
officers,  employees  or agents of the  Registrant  or as  directors,  officers,
employees or agents of any other company or enterprise  when they are serving in
such  capacities at the request of the  Registrant.  Neither the  Registrant nor
MERANT Inc. will be obligated pursuant to the agreements to indemnify or advance
expenses to an  indemnified  party with respect to  proceedings  or claims:  (i)
initiated  by the  indemnified  party  and not by way of  defense,  except  with
respect to a  proceeding  authorized  by the Board of Directors  and  successful
proceedings   brought   to  enforce  a  right  to   indemnification   under  the
indemnification  agreements;  (ii)  for  any  amounts  paid in  settlement  of a
proceeding unless the Registrant  consents to such settlement;  (iii) on account
of any suit in which judgment is rendered  against the indemnified  party for an
accounting of profits made from the purchase or sale by the indemnified party of
securities of the Registrant  pursuant to the provisions of Section 16(b) of the
Exchange  Act and  related  laws;  (iv) on account of conduct by an  indemnified
party that is finally  adjudged to have not been honest and reasonable under the
circumstances;  (v) on account of any criminal action or proceeding  arising out
of conduct  that the  indemnified  party had  reasonable  cause to  believe  was
unlawful;  (vi) if the liabilities  relating thereto are paid to the indemnified

                                      -3-
4

party  by an  insurance  carrier  under  a  director'  and  officers'  liability
insurance  policy  maintained  by the  Registrant  or MERANT Inc.; or (vii) if a
final decision by a court having jurisdiction in the matter shall determine that
such indemnification is not lawful.

     The  indemnity  agreements  are not  exclusive  of any rights a director or
other officer may have under the Articles of Association,  other agreements, any
majority-in-interest   vote  of  the   shareholders  or  vote  of  disinterested
directors, applicable law or otherwise.

     The  indemnification  provision  in the  Articles of  Association,  and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's  directors and executive officers for liabilities arising under the
Securities  Act. In  addition,  the  Registrant  has  directors'  and  officers'
liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.01  EnterpriseLink   Technology   Corporation  1996  Stock  Plan,  as
               amended.

         4.02  EnterpriseLink Technology Corporation 1999 Stock Option Plan.

         4.03  MERANT plc 1994 Employee  Benefit Trust  (incorporated  herein by
               reference to Exhibit 4.03 of Registrant's  Form S-8  Registration
               Statement filed with the SEC on April 9, 1997.)

         4.04  MERANT plc 1999 Employee Share Purchase Plan through which shares
               under  the  MERANT  plc  1994  Employee   Benefit  Trust  can  be
               issued or allocated, as the case may be.

         5.01  Opinion of Memery Crystal.

         23.01 Consent of Memery Crystal (included in Exhibit 5.01).

         23.02 Consent of Ernst & Young.

         23.03 Consent of PricewaterhouseCoopers LLP.

         24.01 Power  of  Attorney   (see  the  section  in  this   Registration
               Statement entitled "Power of Attorney").

Item 9.  Undertakings.

         The Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the  Securities  Act of 1933,  as amended  (the  "Securities
                    Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent no more than a 20 percent change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement;

                                      -4-
5

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

                    provided, however, that paragraphs (1)(i) and (1)(ii) do not
                    apply if the Registration Statement is on Form S-3, Form S-8
                    or Form F-3, and the information  required to be included in
                    a post-effective  amendment by those paragraphs is contained
                    in  periodic   reports   filed  with  or  furnished  to  the
                    Commission by the registrant pursuant to Section 13 or 15(d)
                    of the  Exchange Act that are  incorporated  by reference in
                    the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission,  such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -5-
6

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form  S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Rockville,  State of  Maryland,  on the 15th day of
December, 1999.

                                            MERANT plc

                                      By:   /s/ Kenneth A. Sexton
                                            -----------------------------------
                                            Kenneth A. Sexton
                                            Senior Vice President,
                                            Chief Financial Officer and
                                            Secretary

                                      -6-
7

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes and appoints Gary Greenfield and Kenneth Sexton,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8,  and to file the  same  with all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or it might or  could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                               Title                        Date
---------                               -----                        ----

Principal Executive Officer:

/s/ Gary Greenfield
-------------------             President, Chief Executive     December 14, 1999
Gary Greenfield                 Officer and a Director

Principal Financial and
Accounting Officer:

/s/ Kenneth A. Sexton
----------------------          Senior Vice President, Chief   December 14, 1999
Kenneth A. Sexton               Financial Officer and
                                Secretary

Additional Directors:

/s/ J. Michael Gullard
----------------------
J. Michael Gullard              Director and Chairman          December 14, 1999

/s/ Michel Berty
----------------------
Michel Berty                    Director                       December 14, 1999

/s/ Kevin Burns
----------------------
Kevin Burns                     Director                       December 14, 1999

----------------------
Harold Hughes                   Director                       December __, 1999

/s/ Barry Lynn
----------------------
Barry Lynn                      Director                       December 14, 1999

/s/ Don Watters
----------------------
Don Watters                     Director                       December 14, 1999

                                      -7-
8

                                  Exhibit Index

Exhibit No.                    Description
-----------                    -----------
   4.01        EnterpriseLink Technology Corporation 1996 Stock Plan.

   4.02        EnterpriseLink Technology Corporation 1999 Stock Option Plan.

   4.04        MERANT plc 1999 Employee Share Purchase Plan through which shares
               under the MERANT plc 1994 Employee Benefit Trust can be
               issued or allocated, as the case may be.

   5.01        Opinion of Memery Crystal.

  23.01        Consent of Memery Crystal (included in Exhibit 5.01).

  23.02        Consent of Ernst & Young.

  23.03        Consent of PricewaterhouseCoopers LLP.

                                      -8-
9

EXHIBIT 4.01

                     ENTERPRISELINK TECHNOLOGY CORPORATION

                                1996 STOCK PLAN

1.   Purposes of the Plan.  The  purposes of this Plan are to attract and retain
     the best available  personnel for positions of substantial  responsibility,
     to provide additional incentive to Employees, Directors and Consultants and
     to promote the success of the Company's business. Options granted under the
     Plan may be Incentive  Stock  Options or  Nonstatutory  Stock  Options,  as
     determined by the Administrator at the time of grant. Stock Purchase Rights
     may also be granted under the Plan.

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

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

     (b)  "Applicable   Laws"   means   the   requirements   relating   to   the
          administration  of stock option plans under U.S. state corporate laws,
          U.S.  federal and state  securities laws, the Code, any stock exchange
          or quotation  system on which the Common Stock is listed or quoted and
          the  applicable  laws of any  foreign  country or  jurisdiction  where
          Options or Stock Purchase Rights are granted under the Plan.

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

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

     (e)  "Committee"  means a committee of Directors  appointed by the Board in
          accordance with Section 4 hereof.

     (f)  "Common Stock" means the Common Stock of the Company.

     (g)  "Company" means EnterpriseLink  Technology  Corporation,  a California
          corporation.

     (h)  "Consultant"  means any person  who is  engaged by the  Company or any
          Parent or Subsidiary to render consulting or advisory services to such
          entity.

     (i)  "Director" means a member of the Board of Directors of the Company.

     (j)  "Employee"  means  any  person,   including  Officers  and  Directors,
          employed by the Company or any Parent or Subsidiary of the Company.  A
          Service  Provider shall not cease to be an Employee in the case of (i)
          any leave of absence approved by the Company or (ii) transfers between
          locations  of the Company or between  the  Company,  its  Parent,  any
          Subsidiary, or any successor. For purposes of Incentive Stock Options,
          no such leave may exceed 90 days, unless  reemployment upon expiration
          of such leave is  guaranteed by statute or contract.  If  reemployment
          upon  expiration of a leave of absence  approved by the Company is not
          so  guaranteed,  on the 181st day of such  leave any  Incentive  Stock
          Option held by the Optionee  shall cease to be treated as an Incentive
          Stock Option and shall be treated for tax  purposes as a  Nonstatutory
          Stock  Option.  Neither  service  as  a  Director  nor  payment  of  a
          director's  fee by the  Company  shall  be  sufficient  to  constitute
          "employment" by the Company.

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

     (l)  "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  for the last
               market  trading  day  prior  to the  time  of  determination,  as
               reported in The Wall Street  Journal or such other  source as the
               Administrator deems reliable;
10

          (ii) If  the  Common  Stock  is  regularly   quoted  by  a  recognized
               securities  dealer but selling prices are not reported,  its Fair
               Market Value shall be the mean between the high bid and low asked
               prices for the Common Stock on the last market  trading day prior
               to the day of determination; or

          (iii)In the  absence of an  established  market for the Common  Stock,
               the Fair Market Value  thereof  shall be determined in good faith
               by the Administrator.

     (m)  "Incentive  Stock  Option"  means an option  intended to qualify as an
          incentive stock option within the meaning of Section 422 of the Code.

     (n)  "Nonstatutory Stock Option" means an Option not intended to qualify as
          an Incentive Stock Option.

     (o)  "Officer"  means a person who is an officer of the Company  within the
          meaning  of  Section  16  of  the  Exchange  Act  and  the  rules  and
          regulations promulgated thereunder.

     (p)  "Option" means a stock option granted pursuant to the Plan.

     (q)  "Option Agreement" means a written or electronic agreement between the
          Company  and an Optionee  evidencing  the terms and  conditions  of an
          individual  Option grant. The Option Agreement is subject to the terms
          and conditions of the Plan.

     (r)  "Option Exchange Program" means a program whereby  outstanding Options
          are exchanged for Options with a lower exercise price.

     (s)  "Optioned  Stock"  means the  Common  Stock  subject to an Option or a
          Stock Purchase Right.

     (t)  "Optionee" means the holder of an outstanding Option or Stock Purchase
          Right granted under the Plan.

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

     (v)  "Plan" means this 1996 Stock Plan.

     (w)  "Restricted Stock" means shares of Common Stock acquired pursuant to a
          grant of a Stock Purchase Right under Section 11 below.

     (x)  "Section 16(b)" means Section 16(b) of the Securities  Exchange Act of
          1934, as amended.

     (y)  "Service Provider" means an Employee, Director or Consultant.

     (z)  "Share" means a share of the Common  Stock,  as adjusted in accordance
          with Section 12 below.

          (aa) "Stock  Purchase  Right"  means a right to purchase  Common Stock
               pursuant to Section 11 below.

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

3.   Stock Subject to the Plan.  Subject to the  provisions of Section 12 of the
     Plan, the maximum aggregate number of Shares which may be subject to option
     and  sold  under  the  Plan  is  1,200,000  Shares,   which  includes  that
     200,000-share  increase  adopted by the Board on December 19, 1997 and that
     250,000-share increase adopted by the Board on October 23, 1998. The Shares
     may be authorized but unissued, or reacquired Common Stock.

     If an Option or Stock  Purchase  Right  expires  or  becomes  unexercisable
     without  having been  exercised in full, or is  surrendered  pursuant to an
     Option Exchange Program,  the unpurchased Shares which were subject thereto
     shall become  available for future grant or sale under the Plan (unless the
     Plan has terminated).  However, Shares that have actually been issued under
     the Plan, upon exercise of either an Option or Stock Purchase Right,  shall
     not be  returned  to the Plan and shall not  become  available  for  future

                                      -2-
11

     distribution  under the Plan, except that if Shares of Restricted Stock are
     repurchased by the Company at their original  purchase  price,  such Shares
     shall become available for future grant under the Plan.

4.  Administration  of the Plan.

     (a)  The Plan shall be administered  by the Board or a Committee  appointed
          by the Board,  which  Committee  shall be  constituted  to comply with
          Applicable Laws.

     (b)  Powers of the  Administrator.  Subject to the  provisions  of the Plan
          and, in the case of a Committee,  the specific duties delegated by the
          Board to such  Committee,  and subject to the approval of any relevant
          authorities,  the  Administrator  shall  have  the  authority  in  its
          discretion:

          (i)  to determine the Fair Market Value;

          (ii) to  select  the  Service  Providers  to whom  Options  and  Stock
               Purchase Rights may from time to time be granted hereunder;

          (iii)to  determine  the  number of Shares to be  covered  by each such
               award granted hereunder;

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

          (v)  to  determine  the terms and  conditions  of any  Option or Stock
               Purchase  Right  granted  hereunder.  Such  terms and  conditions
               include,  but are not limited to, the exercise price, the time or
               times when  Options  or Stock  Purchase  Rights may be  exercised
               (which  may  be  based  on  performance  criteria),  any  vesting
               acceleration  or  waiver  of  forfeiture  restrictions,  and  any
               restriction or limitation  regarding any Option or Stock Purchase
               Right or the Common Stock relating thereto, based in each case on
               such factors as the Administrator,  in its sole discretion, shall
               determine;

          (vi) to determine  whether and under what  circumstances an Option may
               be settled in cash under subsection 9(e) instead of Common Stock;

          (vii)to reduce the  exercise  price of any Option to the then  current
               Fair Market  Value if the Fair Market  Value of the Common  Stock
               covered by such Option has declined since the date the Option was
               granted;

          (viii) to initiate an Option Exchange Program;

          (ix) to prescribe, amend and rescind rules and regulations relating to
               the Plan,  including rules and regulations  relating to sub-plans
               established  for the  purpose of  qualifying  for  preferred  tax
               treatment under foreign tax laws;

          (x)  to allow  Optionees to satisfy  withholding  tax  obligations  by
               electing  to have the  Company  withhold  from the  Shares  to be
               issued upon  exercise of an Option or Stock  Purchase  Right that
               number of Shares  having a Fair Market  Value equal to the amount
               required to be  withheld.  The Fair Market Value of the Shares to
               be withheld  shall be  determined  on the date that the amount of
               tax  to be  withheld  is  to  be  determined.  All  elections  by
               Optionees to have Shares  withheld for this purpose shall be made
               in such form and under such conditions as the  Administrator  may
               deem necessary or advisable; and

          (xi) to  construe  and  interpret  the  terms of the  Plan and  awards
               granted pursuant to the Plan.

     (c)  Effect of Administrator's Decision. All decisions,  determinations and
          interpretations of the Administrator shall be final and binding on all
          Optionees.

                                      -3-
12

5.   Eligibility.

     (a)  Nonstatutory Stock Options and Stock Purchase Rights may be granted to
          Service  Providers.  Incentive  Stock  Options may be granted  only to
          Employees.

     (b)  Each Option shall be designated  in the Option  Agreement as either an
          Incentive  Stock Option or a Nonstatutory  Stock Option.  However,  in
          accordance  with Section 422(d) of the Code and  notwithstanding  such
          designation, to the extent that the aggregate Fair Market Value of the
          Shares with respect to which  Incentive  Stock Options are exercisable
          for the first time by the Optionee during any calendar year (under all
          plans of the Company and any Parent or Subsidiary)  exceeds  $100,000,
          such  Options  shall be treated as  Nonstatutory  Stock  Options.  For
          purposes of this Section 5(b),  Incentive Stock Options shall be taken
          into account in the order in which they were granted.  The Fair Market
          Value of the Shares shall be determined as of the time the Option with
          respect to such Shares is granted.

     (c)  Neither the Plan nor any Option or Stock  Purchase  Right shall confer
          upon any Optionee any right with respect to continuing  the Optionee's
          relationship  as a Service  Provider  with the  Company,  nor shall it
          interfere in any way with his or her right or the  Company's  right to
          terminate such relationship at any time, with or without cause.

6.   Term of Plan.  The Plan shall  become  effective  upon its  adoption by the
     Board.  It shall  continue  in effect for a term of ten (10)  years  unless
     sooner terminated under Section 14 of the Plan.

7.   Term of  Option.  The term of each  Option  shall be stated  in the  Option
     Agreement;  provided, however, that the term shall be no more than ten (10)
     years from the date of grant  thereof.  In the case of an  Incentive  Stock
     Option granted to an Optionee who, at the time the Option is granted,  owns
     stock  representing  more than ten percent (10%) of the voting power of all
     classes of stock of the  Company or any Parent or  Subsidiary,  the term of
     the Option  shall be five (5) years from the date of grant or such  shorter
     term as may be provided in the Option Agreement.

8.   Option Exercise Price and Consideration.

     (a)  The per share exercise price for the Shares to be issued upon exercise
          of  an  Option   shall  be  such  price  as  is   determined   by  the
          Administrator, but shall be subject to the following:

          (i)  In the case of an Incentive Stock Option

               (A)  granted  to an  Employee  who,  at the time of grant of such
                    Option,  owns stock representing more than ten percent (10%)
                    of the voting  power of all  classes of stock of the Company
                    or any Parent or Subsidiary,  the exercise price shall be no
                    less  than  110% of the Fair  Market  Value per Share on the
                    date of grant.

               (B)  granted to any other Employee,  the per Share exercise price
                    shall be no less  than  100% of the Fair  Market  Value  per
                    Share on the date of grant.

          (ii) In the case of a Nonstatutory Stock Option

               (A)  granted to a Service  Provider  who, at the time of grant of
                    such Option,  owns stock  representing more than ten percent
                    (10%) of the  voting  power of all  classes  of stock of the
                    Company  or any Parent or  Subsidiary,  the  exercise  price
                    shall be no less  than  110% of the Fair  Market  Value  per
                    Share on the date of the grant.

               (B)  granted  to  any  other  Service  Provider,  the  per  Share
                    exercise  price shall be no less than 85% of the Fair Market
                    Value per Share on the date of grant. (iii)  Notwithstanding
                    the  foregoing,  Options  may be  granted  with a per  Share
                    exercise  price other than as required  above  pursuant to a
                    merger or other corporate transaction.

     (b)  The consideration to be paid for the Shares to be issued upon exercise
          of an Option,  including the method of payment, shall be determined by
          the  Administrator  (and,  in the case of an Incentive  Stock  Option,

                                      -4-
13

          shall be  determined  at the time of grant).  Such  consideration  may
          consist of (1) cash, (2) check,  (3) promissory note, (4) other Shares
          which (x) in the case of Shares  acquired  upon exercise of an Option,
          have been owned by the  Optionee  for more than six months on the date
          of  surrender,  and  (y)  have a Fair  Market  Value  on the  date  of
          surrender  equal to the aggregate  exercise  price of the Shares as to
          which such Option shall be exercised,  (5)  consideration  received by
          the  Company  under a cashless  exercise  program  implemented  by the
          Company in  connection  with the Plan, or (6) any  combination  of the
          foregoing  methods of payment.  In making its  determination as to the
          type of consideration to accept,  the Administrator  shall consider if
          acceptance of such consideration may be reasonably expected to benefit
          the Company.

9.   Exercise of Option.  (a) Procedure for Exercise;  Rights as a  Shareholder.
     Any Option granted  hereunder  shall be exercisable  according to the terms
     hereof  at such  times and  under  such  conditions  as  determined  by the
     Administrator  and set forth in the Option  Agreement,  but in no case at a
     rate of less than 20% per year over five (5) years from the date the Option
     is  granted.  Notwithstanding  the  foregoing,  any  Option  granted  to an
     officer,  director  or  consultant  (as  such  terms  are  used in  Section
     260.140.41 of Title 10 of the California Code of  Regulations)  may vest at
     any rate determined by the Administrator. Unless the Administrator provides
     otherwise,  vesting of Options granted hereunder shall be tolled during any
     unpaid leave of absence. An Option may not be exercised for a fraction of a
     Share.

     An Option shall be deemed exercised when the Company receives:  (i) written
     or electronic  notice of exercise (in accordance with the Option Agreement)
     from the person entitled to exercise the Option,  and (ii) full payment for
     the Shares with respect to which the Option is exercised.  Full payment may
     consist  of any  consideration  and  method of  payment  authorized  by the
     Administrator  and permitted by the Option  Agreement and the Plan.  Shares
     issued  upon  exercise  of an  Option  shall be  issued  in the name of the
     Optionee.  Until the Shares are 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 shareholder shall exist with respect to the Shares,  notwithstanding  the
     exercise  of the Option.  The  Company  shall issue (or cause to be issued)
     such Shares  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 Shares are  issued,  except as  provided  in Section 12 of the
     Plan.

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

     (b)  Termination  of  Relationship  as a Service  Provider.  If an Optionee
          ceases to be a Service Provider, such Optionee may exercise his or her
          Option  within  such  period  of time as is  specified  in the  Option
          Agreement  (which  shall be at least  thirty  (30) days) to the extent
          that the Option is vested on the date of termination  (but in no event
          later  than the  expiration  of the term of the Option as set forth in
          the  Option  Agreement).  In the  absence of a  specified  time in the
          Option  Agreement,  the Option shall remain  exercisable for three (3)
          months  following  the  Optionee's  termination.  If,  on the  date of
          termination,  the  Optionee  is not  vested  as to  his or her  entire
          Option, the Shares covered by the unvested portion of the Option shall
          revert to the Plan.  If,  after  termination,  the  Optionee  does not
          exercise  his  or  her  Option  within  the  time   specified  by  the
          Administrator,  the Option shall terminate,  and the Shares covered by
          such Option shall revert to the Plan.

     (c)  Disability of Optionee. If an Optionee ceases to be a Service Provider
          as a result of the  Optionee's  disability,  the Optionee may exercise
          his or her Option  within such period of time as is  specified  in the
          Option  Agreement  (which  shall be at least  six (6)  months)  to the
          extent  the  Option is vested  on the date of  termination  (but in no
          event  later  than the  expiration  of the term of such  Option as set
          forth in the Option Agreement).  In the absence of a specified time in
          the Option Agreement,  the Option shall remain  exercisable for twelve
          (12) months following the Optionee's  termination.  If such disability

                                      -5-
14

          is not a "disability"  as such term is defined in Section  22(e)(3) of
          the Code,  in the case of an  Incentive  Stock  Option such  Incentive
          Stock Option shall  automatically  cease to be treated as an Incentive
          Stock Option and shall be treated for tax  purposes as a  Nonstatutory
          Stock  Option  on the day  three  months  and one day  following  such
          termination.  If,  on the date of  termination,  the  Optionee  is not
          vested as to his or her  entire  Option,  the  Shares  covered  by the
          unvested  portion of the Option  shall  revert to the Plan.  If, after
          termination,  the Optionee  does not exercise his or her Option within
          the time specified herein, the Option shall terminate,  and the Shares
          covered by such Option shall revert to the Plan.

     (d)  Death of Optionee.  If an Optionee dies while a Service Provider,  the
          Option may be exercised  within such period of time as is specified in
          the Option Agreement  (which shall be at least six (6) months,  but in
          no event shall be later than the expiration of the term of such Option
          as set forth in the Notice of Grant), by the Optionee's estate or by a
          person who  acquires  the right to  exercise  the Option by bequest or
          inheritance,  but only to the extent  that the Option is vested on the
          date of  death.  In the  absence  of a  specified  time in the  Option
          Agreement,  the Option shall remain exercisable for twelve (12) months
          following the Optionee's  termination.  If, at the time of death,  the
          Optionee  is not  vested as to his or her  entire  Option,  the Shares
          covered by the unvested portion of the Option shall immediately revert
          to  the  Plan.  The  Option  may  be  exercised  by  the  executor  or
          administrator  of the Optionee's  estate or, if none, by the person(s)
          entitled to exercise the Option under the Optionee's  will or the laws
          of descent or  distribution.  If the Option is not so exercised within
          the time specified herein, the Option shall terminate,  and the Shares
          covered by such Option shall revert to the Plan.

     (e)  Buyout Provisions.  The Administrator may at any time offer to buy out
          for a payment in cash or Shares, an Option previously  granted,  based
          on such terms and conditions as the Administrator  shall establish and
          communicate to the Optionee at the time that such offer is made.

10.  Non-Transferability of Options and Stock Purchase Rights. Options and Stock
     Purchase  Rights  may  not  be  sold,  pledged,   assigned,   hypothecated,
     transferred, or disposed of in any manner other than by will or by the laws
     of descent or distribution and may be exercised, during the lifetime of the
     Optionee, only by the Optionee.

11.  Stock Purchase Rights.

     (a)  Rights to Purchase.  Stock Purchase Rights may be issued either alone,
          in addition to, or in tandem with other awards  granted under the Plan
          and/or cash awards made outside of the Plan.  After the  Administrator
          determines that it will offer Stock Purchase Rights under the Plan, it
          shall  advise the offeree in writing or  electronically  of the terms,
          conditions and restrictions related to the offer, including the number
          of Shares that such person shall be entitled to purchase, the price to
          be paid, and the time within which such person must accept such offer.
          The  terms of the offer  shall  comply in all  respects  with  Section
          260.140.42  of Title 10 of the  California  Code of  Regulations.  The
          offer shall be accepted by execution of a  Restricted  Stock  purchase
          agreement in the form determined by the Administrator.

     (b)  Repurchase Option. Unless the Administrator  determines otherwise, the
          Restricted  Stock  purchase   agreement  shall  grant  the  Company  a
          repurchase  option  exercisable  upon  the  voluntary  or  involuntary
          termination of the purchaser's service with the Company for any reason
          (including  death  or  disability).  The  purchase  price  for  Shares
          repurchased  pursuant to the Restricted Stock purchase agreement shall
          be  the  original  price  paid  the  purchaser  and  may  be  paid  by
          cancellation of any indebtedness of the purchaser to the Company.  The
          repurchase  option shall lapse at such rate as the  Administrator  may
          determine,  but in no case at a rate of less  than 20% per  year  over
          five years from the date of purchase.  Notwithstanding  the foregoing,
          any Stock Purchase Right granted to an officer, director or consultant
          (as such  terms  are  used in  Section  260.140.41  of Title 10 of the
          California Code of Regulations) may vest at any rate determined by the
          Administrator.

     (c)  Other  Provisions.  The  Restricted  Stock  purchase  agreement  shall
          contain such other terms,  provisions and conditions not  inconsistent
          with the Plan as may be  determined by the  Administrator  in its sole
          discretion.

                                      -6-
15

     (d)  Rights as a  Shareholder.  Once the Stock Purchase Right is exercised,
          the purchaser  shall have rights  equivalent to those of a shareholder
          and shall be a  shareholder  when his or her  purchase is entered upon
          the records of the duly authorized  transfer agent of the Company.  No
          adjustment  shall be made for a dividend  or other right for which the
          record  date  is  prior  to the  date  the  Stock  Purchase  Right  is
          exercised, except as provided in Section 12 of the Plan.

12.  Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
          shareholders  of the  Company,  the  number of shares of Common  Stock
          covered by each  outstanding  Option or Stock Purchase Right,  and the
          number of  shares  of Common  Stock  which  have been  authorized  for
          issuance  under the Plan but as to which no Options or Stock  Purchase
          Rights have yet been  granted or which have been  returned to the Plan
          upon  cancellation or expiration of an Option or Stock Purchase Right,
          as well as the price per share of Common  Stock  covered  by each such
          outstanding  Option or Stock Purchase Right,  shall be proportionately
          adjusted for any  increase or decrease in the number of issued  shares
          of Common Stock  resulting  from a stock split,  reverse  stock split,
          stock dividend,  combination or  reclassification of the Common Stock,
          or any other  increase or  decrease in the number of issued  shares of
          Common Stock effected without receipt of consideration by the Company.
          The 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 Board,  whose  determination  in
          that  respect  shall be  final,  binding  and  conclusive.  Except  as
          expressly  provided  herein,  no  issuance by the Company of shares of
          stock of any class, or securities  convertible into shares of stock of
          any class,  shall affect, and no adjustment by reason thereof shall be
          made with  respect  to, the number or price of shares of Common  Stock
          subject to an Option or Stock Purchase Right.

     (b)  Dissolution or Liquidation.  In the event of the proposed  dissolution
          or liquidation  of the Company,  the  Administrator  shall notify each
          Optionee as soon as  practicable  prior to the effective  date of such
          proposed transaction.  The Administrator in its discretion may provide
          for an Optionee to have the right to exercise  his or her Option until
          fifteen (15) days prior to such  transaction as to all of the Optioned
          Stock covered  thereby,  including Shares as to which the Option would
          not  otherwise be  exercisable.  In addition,  the  Administrator  may
          provide that any repurchase  right in favor of the Company  applicable
          to any Shares  purchased  upon exercise of an Option or Stock Purchase
          Right  shall  lapse  as to all  such  Shares,  provided  the  proposed
          dissolution or  liquidation  takes place at the time and in the manner
          contemplated.  To the extent it has not been previously exercised,  an
          Option or Stock Purchase Right will terminate immediately prior to the
          consummation of such proposed action.

     (c)  Merger or Asset Sale.  In the event of a merger of the Company with or
          into  another  corporation,  or the sale of  substantially  all of the
          assets of the  Company  (hereinafter,  a "Change  in  Control"),  each
          outstanding  Option and Stock  Purchase  Right  shall be assumed or an
          equivalent option or right substituted by the successor corporation or
          a Parent or Subsidiary of the successor corporation. In the event that
          the  successor  corporation  refuses to assume or  substitute  for the
          Option or Stock Purchase  Right,  the Optionee shall fully vest in and
          have the right to exercise  the Option or Stock  Purchase  Right as to
          all of the Optioned Stock,  including  Shares as to which it would not
          otherwise  be vested or  exercisable.  If an Option or Stock  Purchase
          Right  becomes fully vested and  exercisable  in lieu of assumption or
          substitution upon a Change in Control,  the Administrator shall notify
          the  Optionee  in writing or  electronically  that the Option or Stock
          Purchase Right shall be fully exercisable for a period of fifteen (15)
          days from the date of such  notice,  and the Option or Stock  Purchase
          Right shall  terminate  upon the  expiration  of such period.  For the
          purposes of this  paragraph,  the Option or Stock Purchase Right shall

                                      -7-
16

          be considered assumed if, following the Change in Control,  the option
          or right  confers the right to purchase or receive,  for each Share of
          Optioned   Stock  subject  to  the  Option  or  Stock  Purchase  Right
          immediately prior to the Change in Control, the consideration (whether
          stock,  cash, or other securities or property)  received in the Change
          in  Control  by  holders  of Common  Stock for each  Share held on the
          effective  date of the  transaction  (and if  holders  were  offered a
          choice  of  consideration,  the type of  consideration  chosen  by the
          holders of a majority of the outstanding Shares);  provided,  however,
          that if such  consideration  received  in the Change in Control is not
          solely common stock of the successor  corporation  or its Parent,  the
          Administrator  may,  with the  consent of the  successor  corporation,
          provide for the  consideration to be received upon the exercise of the
          Option or Stock  Purchase  Right,  for each  Share of  Optioned  Stock
          subject to the Option or Stock  Purchase  Right,  to be solely  common
          stock of the successor  corporation or its Parent equal in fair market
          value to the per share  consideration  received  by  holders of Common
          Stock in the Change in Control.

     In addition,  if a holder of an Option or Stock Purchase Right ceases to be
     a Service  Provider  as a result  of a  Termination  Following  a Change in
     Control (as defined below), then (1) the Option or Stock Purchase Right, to
     the extent  unexercised and exercisable on the date the holder ceases to be
     a  Service  Provider,  may be  exercised  by the  holder  (or the  holder's
     guardian or legal  representative)  at any time prior to the  expiration of
     three (3) months (or such longer period of time as determined by the Board,
     in its sole  discretion)  after the date of termination of Service Provider
     status,  but in no event  later than the  expiration  date of the Option or
     Stock Purchase Right, and (2) any  unexercisable or unvested portion of the
     Option or Stock Purchase Right shall be immediately  exercisable and vested
     in full as of the date of the termination of Service Provider status (or as
     otherwise  determined by the Board and set forth in the Option Agreement or
     Stock Purchase Right agreement).

     (d)  Definitions.  "Termination  Following a Change in Control"  shall mean
          either of the following events:  (i) termination of a Service Provider
          by the Company or any successor  corporation for any reason other than
          for Cause (as defined below),  which termination  occurs within twelve
          (12) months following a Change in Control or immediately prior to such
          Change in Control;  or (ii) resignation by a Service Provider for Good
          Reason  (as  defined  below)  from  service  with the  Company  or any
          successor  corporation within twelve (12) months following a Change in
          Control,  which termination  occurs within a reasonable period of time
          following the event(s)  constituting Good Reason.  Notwithstanding any
          provision  herein to the contrary,  Termination  Following a Change in
          Control shall not include any  termination  which (1) is for Cause (as
          defined  below);  (2) is a result  of death  or  disability;  (3) is a
          result of voluntary  termination  other than for Good  Reason;  or (4)
          occurs prior to the  effectiveness  of a Change in Control  (except as
          otherwise provided above).

     "Cause"  shall  mean  any of  the  following:  (1)  theft,  dishonesty,  or
falsification of any Company or successor  corporation documents or records; (2)
improper use or disclosure of Company or any successor corporation  confidential
or proprietary information; (3) any action which has a detrimental effect on the
reputation or business of the Company or any successor corporation;  (4) failure
or inability to perform any  reasonably  assigned  duties,  after written notice
from the Company or any successor  corporation  and a reasonable  opportunity to
cure such  failure  or  inability;  (5) any  material  breach of any  employment
agreement, which breach is not cured pursuant to the terms of such agreement; or
(6) conviction (including any plea of guilty or nolo contendere) of any criminal
act which impairs the ability to perform duties for the Company or any successor
corporation.

     "Good Reason" shall mean any one or more of the following:

          (i)  any reduction by the Company or any successor  corporation of the
               Service  Provider's base salary in excess of ten percent (10%) of
               the Service Provider's base salary in effect immediately prior to
               the date of the Change in Control,  unless a comparable reduction
               is  concurrently  made  for  all  other  Service  Providers  with
               comparable responsibilities;

          (ii) without the  Service  Provider's  express  written  consent,  the
               assignment  to  the  Service  Provider  of  any  duties,  or  any
               limitation of responsibilities,  substantially  inconsistent with
               the Service Provider's  positions,  duties,  responsibilities and
               status  with  the  Company  immediately  prior to the date of the
               Change in Control;

                                      -8-
17

          (iii)without the  Service  Provider's  express  written  consent,  the
               relocation  of  the  Service   Provider's   principal   place  of
               employment  to a location  outside the greater San  Francisco Bay
               Area; or

          (iv) any  failure  by the  Company  or any  successor  corporation  to
               continue to provide the Service Provider with benefits comparable
               to which the Service Provider was receiving  immediately prior to
               the date of the Change in Control.

13.  Time of Granting Options and Stock Purchase Rights. The date of grant of an
     Option or Stock  Purchase  Right shall,  for all  purposes,  be the date on
     which the  Administrator  makes the  determination  granting such Option or
     Stock  Purchase  Right,  or  such  other  date  as  is  determined  by  the
     Administrator. Notice of the determination shall be given to each Employee,
     Director  or  Consultant  to whom an Option or Stock  Purchase  Right is so
     granted within a reasonable time after the date of such grant.

14.  Amendment and Termination of the Plan.

     (a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
          suspend or terminate the Plan.

     (b)  Shareholder  Approval.  The Board shall obtain shareholder approval of
          any Plan  amendment to the extent  necessary  and  desirable to comply
          with Applicable Laws.

     (c)  Effect  of  Amendment  or  Termination.   No  amendment,   alteration,
          suspension or  termination  of the Plan shall impair the rights of any
          Optionee,  unless mutually agreed  otherwise  between the Optionee and
          the  Administrator,  which  agreement must be in writing and signed by
          the Optionee and the Company. Termination of the Plan shall not affect
          the  Administrator's  ability to  exercise  the  powers  granted to it
          hereunder with respect to Options  granted under the Plan prior to the
          date of such termination.

15.  Conditions Upon Issuance of Shares.

     (a)  Legal Compliance.  Shares shall not be issued pursuant to the exercise
          of an Option  unless the  exercise of such Option and the issuance and
          delivery of such Shares shall comply with Applicable Laws and shall be
          further  subject to the  approval  of  counsel  for the  Company  with
          respect to such compliance.

     (b)  Investment  Representations.  As a  condition  to the  exercise  of an
          Option,  the  Administrator  may  require the person  exercising  such
          Option 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.

16.  Inability  to Obtain  Authority.  The  inability  of the  Company to obtain
     authority from any regulatory body having jurisdiction,  which authority is
     deemed by the Company's  counsel to be necessary to the lawful issuance and
     sale of any Shares hereunder, shall relieve the Company of any liability in
     respect  of the  failure  to issue or sell  such  Shares  as to which  such
     requisite authority shall not have been obtained.

17.  Reservation of Shares. The Company,  during the term of this Plan, shall at
     all times  reserve  and keep  available  such  number of Shares as shall be
     sufficient to satisfy the requirements of the Plan.

18.  Shareholder  Approval.  The  Plan  shall  be  subject  to  approval  by the
     shareholders  of the Company  within  twelve (12) months after the date the
     Plan is adopted.  Such shareholder approval shall be obtained in the degree
     and manner required under Applicable Laws.

19.  Information to Optionees and Purchasers.  The Company shall provide to each
     Optionee and to each  individual who acquires  Shares pursuant to the Plan,
     not less  frequently  than  annually  during the period  such  Optionee  or
     purchaser  has one or more Options or Stock  Purchase  Rights  outstanding,
     and, in the case of an individual who acquires Shares pursuant to the Plan,
     during  the  period  such  individual  owns such  Shares,  copies of annual
     financial  statements.  The Company  shall not be required to provide  such
     statements  to key employees  whose duties in  connection  with the Company
     assure their access to equivalent information.

                                      -9-
18

EXHIBIT 4.02

                      ENTERPRISELINK TECHNOLOGY CORPORATION
                             1999 STOCK OPTION PLAN

1.   Establishment, Purpose and Term of Plan.

     1.1  Establishment.  This EnterpriseLink  Technology Corporation 1999 Stock
          Option  Plan  (the  "Plan")  is  hereby  established  effective  as of
          November 12, 1999 (the "Effective Date").

     1.2  Purpose.  The purpose of the Plan is to advance the  interests  of the
          Participating  Company  Group and its  shareholders  by  providing  an
          incentive to attract,  retain and reward persons  performing  services
          for the Participating  Company Group and by motivating such persons to
          contribute  to the  growth  and  profitability  of  the  Participating
          Company Group.

     1.3  Term of Plan.  The Plan shall  continue in effect until the earlier of
          its termination by the Board or the date on which all of the shares of
          Stock  available for issuance  under the Plan have been issued and all
          restrictions  on such  shares  under  the  terms  of the  Plan and the
          agreements  evidencing  Options  granted  under the Plan have  lapsed.
          However,  all Options  shall be granted,  if at all,  within  ten (10)
          years from the earlier of the date the Plan is adopted by the Board or
          the date the Plan is duly approved by the shareholders of the Company.

2.   Definitions and Construction.

     2.1  Definitions.  Whenever  used herein,  the  following  terms shall have
          their respective meanings set forth below:

          (a)  "Board"  means the Board of Directors  of the Company.  If one or
               more  Committees  have been  appointed by the Board to administer
               the Plan, "Board" also means such Committee(s).

          (b)  "Code" means the Internal  Revenue Code of 1986, as amended,  and
               any applicable regulations promulgated thereunder.

          (c)  "Committee"  means the Compensation  Committee or other committee
               of the Board duly  appointed  to  administer  the Plan and having
               such powers as shall be specified by the Board. Unless the powers
               of the Committee have been  specifically  limited,  the Committee
               shall  have  all  of the  powers  of the  Board  granted  herein,
               including,  without  limitation,  the power to amend or terminate
               the Plan at any  time,  subject  to the terms of the Plan and any
               applicable limitations imposed by law.

          (d)  "Company"  means   EnterpriseLink   Technology   Corporation,   a
               California corporation, or any successor corporation thereto.

          (e)  "Consultant" means any person, including an advisor, engaged by a
               Participating  Company  to  render  services  other  than  as  an
               Employee or a Director.

          (f)  "Director"  means  a  member  of the  Board  or of the  board  of
               directors of any other Participating Company.

          (g)  "Disability" means the inability of the Optionee,  in the opinion
               of a qualified  physician  acceptable to the Company,  to perform
               the  major   duties   of  the   Optionee's   position   with  the
               Participating  Company Group because of the sickness or injury of
               the Optionee.

          (h)  "Employee" means any person treated as an employee  (including an
               officer or a Director  who is also treated as an employee) in the
               records  of a  Participating  Company  and,  with  respect to any
               Incentive Stock Option granted to such person, who is an employee
               for purposes of Section 422 of the Code; provided,  however, that
               neither  service as a Director  nor payment of a  director's  fee
               shall be sufficient to constitute  employment for purposes of the
               Plan.
19

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

          (j)  "Fair Market Value" means,  as of any date,  the value of a share
               of Stock or other  property as  determined  by the Board,  in its
               discretion,  or by  the  Company,  in  its  discretion,  if  such
               determination  is  expressly  allocated  to the  Company  herein,
               subject to the following:

               (i)  If, on such  date,  the Stock is  listed  on a  national  or
                    regional  securities  exchange  or market  system,  the Fair
                    Market Value of a share of Stock shall be the closing  price
                    of a share of  Stock  (or the  mean of the  closing  bid and
                    asked  prices  of a share of Stock if the Stock is so quoted
                    instead) as quoted on the Nasdaq National Market, The Nasdaq
                    SmallCap   Market  or  such  other   national   or  regional
                    securities   exchange  or  market  system  constituting  the
                    primary market for the Stock, as reported in The Wall Street
                    Journal or such other source as the Company deems  reliable.
                    If the  relevant  date  does not fall on a day on which  the
                    Stock  has  traded  on such  securities  exchange  or market
                    system,  the date on which the Fair  Market  Value  shall be
                    established  shall be the last day on which the Stock was so
                    traded prior to the relevant date, or such other appropriate
                    day as shall be determined by the Board, in its discretion.

               (ii) If, on such date,  there is no public  market for the Stock,
                    the  Fair  Market  Value  of a share  of  Stock  shall be as
                    determined by the Board in good faith without  regard to any
                    restriction  other than a restriction  which,  by its terms,
                    will never lapse.

          (k)  "Incentive  Stock Option" means an Option  intended to be (as set
               forth  in  the  Option  Agreement)  and  which  qualifies  as  an
               incentive  stock option within the meaning of  Section 422(b)  of
               the Code.

          (l)  "Insider"  means an officer or a Director  of the  Company or any
               other  person  whose   transactions   in  Stock  are  subject  to
               Section 16 of the Exchange Act.

          (m)  "Nonstatutory  Stock  Option"  means an Option not intended to be
               (as set forth in the Option  Agreement) or which does not qualify
               as an Incentive Stock Option.

          (n)  "Option"  means a right to purchase  Stock (subject to adjustment
               as provided in Section 4.2)  pursuant to the terms and conditions
               of the Plan. An Option may be either an Incentive Stock Option or
               a Nonstatutory Stock Option.

          (o)  "Option  Agreement" means a written agreement between the Company
               and  an  Optionee   setting  forth  the  terms,   conditions  and
               restrictions of the Option granted to the Optionee and any shares
               acquired upon the exercise thereof.

          (p)  "Optionee"  means a  person  who  has  been  granted  one or more
               Options.

          (q)  "Parent   Corporation"   means  any  present  or  future  "parent
               corporation" of the Company,  as defined in Section 424(e) of the
               Code.

          (r)  "Participating   Company"   means  the   Company  or  any  Parent
               Corporation or Subsidiary Corporation.

          (s)  "Participating  Company  Group" means,  at any point in time, all
               corporations collectively which are then Participating Companies.

          (t)  "Rule 16b-3" means  Rule 16b-3 under the Exchange Act, as amended
               from time to time, or any successor rule or regulation.

          (u)  "Securities Act" means the Securities Act of 1933, as amended.

                                      -2-
20

          (v)  "Service"  means an  Optionee's  employment  or service  with the
               Participating  Company  Group,  whether  in  the  capacity  of an
               Employee,  a Director or a  Consultant.  The  Optionee's  Service
               shall not be deemed to have terminated merely because of a change
               in the  capacity  in which the  Optionee  renders  Service to the
               Participating  Company  Group  or a change  in the  Participating
               Company for which the  Optionee  renders such  Service,  provided
               that there is no  interruption  or  termination of the Optionee's
               Service.    Furthermore,   an   Optionee's   Service   with   the
               Participating   Company   Group  shall  not  be  deemed  to  have
               terminated if the Optionee takes any military leave,  sick leave,
               or other  bona fide  leave of absence  approved  by the  Company;
               provided,  however,  that if any such leave  exceeds  ninety (90)
               days, on the ninety-first (91st) day of such leave the Optionee's
               Service shall be deemed to have terminated  unless the Optionee's
               right to return to Service with the  Participating  Company Group
               is  guaranteed  by  statute  or  contract.   Notwithstanding  the
               foregoing, unless otherwise designated by the Company or required
               by law,  a leave of absence  shall not be treated as Service  for
               purposes  of  determining  vesting  under the  Optionee's  Option
               Agreement.  The  Optionee's  Service  shall  be  deemed  to  have
               terminated  either upon an actual  termination of Service or upon
               the corporation for which the Optionee  performs  Service ceasing
               to be a  Participating  Company.  Subject to the  foregoing,  the
               Company,   in  its  discretion,   shall  determine   whether  the
               Optionee's  Service has terminated and the effective date of such
               termination.

          (w)  "Stock"  means the common stock of the Company,  as adjusted from
               time to time in accordance with Section 4.2.

          (x)  "Subsidiary  Corporation" means any present or future "subsidiary
               corporation" of the Company,  as defined in Section 424(f) of the
               Code.

          (y)  "Ten Percent Owner  Optionee"  means an Optionee who, at the time
               an Option is granted to the Optionee,  owns stock possessing more
               than ten percent (10%) of the total combined  voting power of all
               classes of stock of a Participating Company within the meaning of
               Section 422(b)(6) of the Code.

     1.2  Construction. Captions and titles contained herein are for convenience
          only and  shall  not  affect  the  meaning  or  interpretation  of any
          provision of the Plan. Except when otherwise indicated by the context,
          the singular shall include the plural and the plural shall include the
          singular. Use of the term "or" is not intended to be exclusive, unless
          the context clearly requires otherwise.

2.   Administration.

     2.1  Administration  by the Board.  The Plan shall be  administered  by the
          Board.  All questions of  interpretation  of the Plan or of any Option
          shall be determined  by the Board,  and such  determinations  shall be
          final and binding  upon all persons  having an interest in the Plan or
          such Option.

     2.2  Authority of Officers.  Any officer of a  Participating  Company shall
          have the authority to act on behalf of the Company with respect to any
          matter,  right,  obligation,  determination  or election  which is the
          responsibility  of or  which  is  allocated  to  the  Company  herein,
          provided  the  officer has  apparent  authority  with  respect to such
          matter, right, obligation, determination or election.

     2.3  Administration with Respect to Insiders. With respect to participation
          by Insiders in the Plan, at any time that any class of equity security
          of the Company is  registered  pursuant to  Section 12 of the Exchange
          Act,  the  Plan  shall  be   administered   in  compliance   with  the
          requirements, if any, of Rule 16b-3.

     2.4  Powers of the Board.  In addition to any other powers set forth in the
          Plan and subject to the  provisions of the Plan,  the Board shall have
          the full and final power and authority, in its discretion:

                                      -3-
21

          (a)  to determine the persons to whom, and the time or times at which,
               Options  shall be granted and the number of shares of Stock to be
               subject to each Option;

          (b)  to designate  Options as Incentive  Stock Options or Nonstatutory
               Stock Options;

          (c)  to  determine  the Fair Market  Value of shares of Stock or other
               property;

          (d)  to determine the terms, conditions and restrictions applicable to
               each Option (which need not be identical) and any shares acquired
               upon the exercise thereof, including, without limitation, (i) the
               exercise  price of the  Option,  (ii) the method of  payment  for
               shares  purchased  upon the  exercise  of the  Option,  (iii) the
               method for satisfaction of any tax withholding obligation arising
               in  connection  with the Option or such shares,  including by the
               withholding  or  delivery  of shares of stock,  (iv) the  timing,
               terms and conditions of the  exercisability  of the Option or the
               vesting of any shares acquired upon the exercise thereof, (v) the
               time of the  expiration  of the  Option,  (vi) the  effect of the
               Optionee's  termination of Service with the Participating Company
               Group  on  any of the  foregoing,  and  (vii)  all  other  terms,
               conditions  and  restrictions  applicable  to the  Option or such
               shares not inconsistent with the terms of the Plan;

          (e)  to approve one or more forms of Option Agreement;

          (f)  to amend,  modify,  extend,  cancel,  renew, reprice or otherwise
               adjust  the  exercise   price  of,  or  grant  a  new  Option  in
               substitution  for,  any  Option or to waive any  restrictions  or
               conditions  applicable to any Option or any shares  acquired upon
               the exercise thereof;

          (g)  to accelerate,  continue,  extend or defer the  exercisability of
               any  Option  or the  vesting  of any  shares  acquired  upon  the
               exercise thereof,  including with respect to the period following
               an  Optionee's  termination  of  Service  with the  Participating
               Company Group;

          (h)  to prescribe,  amend or rescind  rules,  guidelines  and policies
               relating to the Plan, or to adopt  supplements to, or alternative
               versions  of, the Plan,  including,  without  limitation,  as the
               Board deems necessary or desirable to comply with the laws of, or
               to accommodate the tax policy or custom of, foreign jurisdictions
               whose citizens may be granted Options; and

          (i)  to correct  any defect,  supply any  omission  or  reconcile  any
               inconsistency in the Plan or any Option Agreement and to make all
               other  determinations and take such other actions with respect to
               the Plan or any  Option as the Board  may deem  advisable  to the
               extent consistent with the Plan and applicable law.

3.   Shares Subject to Plan.

     3.1  Maximum Number of Shares  Issuable.  Subject to adjustment as provided
          in Section 4.2,  the maximum  aggregate number of shares of Stock that
          may be issued  under the Plan shall be one  million  two  hundred  and
          fifty  thousand  (1,250,000)  and  shall  consist  of  authorized  but
          unissued or reacquired shares of Stock or any combination  thereof. If
          an  outstanding  Option for any reason  expires  or is  terminated  or
          canceled or if shares of Stock are  acquired  upon the  exercise of an
          Option subject to a Company  repurchase  option and are repurchased by
          the  Company at the  Optionee's  exercise  price,  the shares of Stock
          allocable  to  the   unexercised   portion  of  such  Option  or  such
          repurchased  shares of Stock shall  again be  available  for  issuance
          under the Plan. Notwithstanding the foregoing, at any such time as the
          offer  and  sale of  securities  pursuant  to the Plan is  subject  to
          compliance with Section  260.140.45 of Title 10 of the California Code
          of Regulations ("Section  260.140.45"),  the total number of shares of
          Stock issuable upon the exercise of all outstanding  Options (together
          with  options  outstanding  under any other  stock  option plan of the
          Company) and the total  number of shares  provided for under any stock
          bonus or similar plan of the Company shall not exceed  thirty  percent

                                      -4-
22

          (30%) (or such other higher  percentage  limitation as may be approved
          by the shareholders of the Company pursuant to Section  260.140.45) of
          the then outstanding shares of the Company as calculated in accordance
          with the conditions and exclusions of Section 260.140.45.

     3.2  Adjustments  for  Changes  in Capital  Structure.  In the event of any
          stock dividend,  stock split,  reverse stock split,  recapitalization,
          combination,   reclassification  or  similar  change  in  the  capital
          structure of the Company, appropriate adjustments shall be made in the
          number and class of shares subject to the Plan and to any  outstanding
          Options  and  in the  exercise  price  per  share  of any  outstanding
          Options.  If a majority  of the shares  which are of the same class as
          the shares that are subject to outstanding  Options are exchanged for,
          converted  into,  or otherwise  become  (whether or not pursuant to an
          Ownership  Change Event, as defined in Section 8.1)  shares of another
          corporation (the "New Shares"),  the Board may unilaterally  amend the
          outstanding  Options to provide that such Options are  exercisable for
          New Shares.  In the event of any such amendment,  the number of shares
          subject  to,  and the  exercise  price per share of,  the  outstanding
          Options shall be adjusted in a fair and equitable manner as determined
          by the Board, in its discretion.  Notwithstanding  the foregoing,  any
          fractional  share  resulting  from  an  adjustment  pursuant  to  this
          Section 4.2 shall be rounded down to the nearest whole number,  and in
          no event  may the  exercise  price of any  Option be  decreased  to an
          amount less than the par value,  if any,  of the stock  subject to the
          Option.  The  adjustments  determined  by the Board  pursuant  to this
          Section 4.2 shall be final, binding and conclusive.

4.   Eligibility and Option Limitations.

     4.1  Persons  Eligible  for  Options.   Options  may  be  granted  only  to
          Employees,  Consultants,  and Directors. For purposes of the foregoing
          sentence,  "Employees,"  "Consultants"  and "Directors"  shall include
          prospective   Employees,   prospective   Consultants  and  prospective
          Directors  to whom  Options are  granted in  connection  with  written
          offers  of an  employment  or  other  service  relationships  with the
          Participating Company Group. Eligible persons may be granted more than
          one (1) Option.

     4.2  Option  Grant  Restrictions.  Any person who is not an Employee on the
          effective date of the grant of an Option to such person may be granted
          only a Nonstatutory Stock Option. An Incentive Stock Option granted to
          a prospective  Employee upon the condition  that such person become an
          Employee  shall be deemed  granted  effective  on the date such person
          commences Service with a Participating Company, with an exercise price
          determined as of such date in accordance with Section 6.1.

     4.3  Fair Market Value Limitation. To the extent that options designated as
          Incentive  Stock Options  (granted under all stock option plans of the
          Participating Company Group, including the Plan) become exercisable by
          an  Optionee  for the first time  during any  calendar  year for stock
          having a Fair Market Value greater than One Hundred  Thousand  Dollars
          ($100,000),  the  portions of such  options  which  exceed such amount
          shall be treated as Nonstatutory  Stock Options.  For purposes of this
          Section 5.3,  options  designated as Incentive  Stock Options shall be
          taken into  account in the order in which they were  granted,  and the
          Fair  Market  Value of stock  shall be  determined  as of the time the
          option with  respect to such stock is granted.  If the Code is amended
          to  provide  for a  different  limitation  from that set forth in this
          Section 5.3,  such different  limitation shall be deemed  incorporated
          herein  effective  as of the date and with  respect to such Options as
          required or permitted by such  amendment to the Code.  If an Option is
          treated as an  Incentive  Stock  Option in part and as a  Nonstatutory
          Stock  Option in part by reason  of the  limitation  set forth in this
          Section 5.3,  the Optionee may designate  which portion of such Option
          the Optionee is exercising.  In the absence of such  designation,  the
          Optionee shall be deemed to have exercised the Incentive  Stock Option
          portion of the Option first. Separate  certificates  representing each
          such portion shall be issued upon the exercise of the Option.

                                      -5-
23

5.   Terms and Conditions of Options.

     Options shall be evidenced by Option  Agreements  specifying  the number of
     shares of Stock covered thereby,  in such form as the Board shall from time
     to time  establish.  No Option  or  purported  Option  shall be a valid and
     binding  obligation  of the Company  unless  evidenced by a fully  executed
     Option Agreement. Option Agreements may incorporate all or any of the terms
     of the Plan by  reference  and  shall  comply  with and be  subject  to the
     following terms and conditions:

     5.1  Exercise   Price.   The  exercise  price  for  each  Option  shall  be
          established in the discretion of the Board;  provided,  however,  that
          (a) the  exercise price per share for an Incentive  Stock Option shall
          be not  less  than the  Fair  Market  Value of a share of Stock on the
          effective  date of grant of the  Option,  (b) the  exercise  price per
          share  for  a  Nonstatutory  Stock  Option  shall  be  not  less  than
          eighty-five percent (85%) of the Fair Market Value of a share of Stock
          on the  effective  date of  grant of the  Option,  and  (c) no  Option
          granted to a Ten Percent Owner  Optionee  shall have an exercise price
          per share less than one hundred ten percent  (110%) of the Fair Market
          Value  of a share  of  Stock  on the  effective  date of  grant of the
          Option. Notwithstanding the foregoing, an Option (whether an Incentive
          Stock Option or a  Nonstatutory  Stock  Option) may be granted with an
          exercise  price lower than the minimum  exercise price set forth above
          if such Option is granted  pursuant to an assumption  or  substitution
          for another  option in a manner  qualifying  under the  provisions  of
          Section 424(a) of the Code.

     5.2  Exercise  Period.  Options shall be exercisable at such time or times,
          or upon such event or events,  and subject to such terms,  conditions,
          performance  criteria,  and restrictions as shall be determined by the
          Board and set forth in the Option  Agreement  evidencing  such Option;
          provided,  however,  that (a) no Option shall be exercisable after the
          expiration of ten (10) years after the effective date of grant of such
          Option,  (b) no  Incentive Stock Option granted to a Ten Percent Owner
          Optionee shall be  exercisable  after the expiration of five (5) years
          after  the  effective  date of grant  of such  Option,  (c) no  Option
          granted  to  a  prospective   Employee,   prospective   Consultant  or
          prospective Director may become exercisable prior to the date on which
          such person commences  Service with a Participating  Company,  and (d)
          with the  exception  of an Option  granted to an officer,  Director or
          Consultant,  no Option  shall become  exercisable  at a rate less than
          twenty percent (20%) per year over a period of five (5) years from the
          effective  date of grant of such  Option,  subject  to the  Optionee's
          continued  Service.   Subject  to  the  foregoing,   unless  otherwise
          specified by the Board in the grant of an Option,  any Option  granted
          hereunder  shall have a term of ten (10) years from the effective date
          of grant of the Option.

     5.3  Payment of Exercise Price.

          (a)  Forms of Consideration  Authorized.  Except as otherwise provided
               below,  payment of the exercise price for the number of shares of
               Stock being purchased pursuant to any Option shall be made

          (i) in cash, by check or cash equivalent,

          (ii) by such other  consideration as may be approved by the Board from
               time to time to the extent permitted by applicable law, or

          (iii)by any  combination  thereof.  The  Board may at any time or from
               time to time,  by adoption  of or by  amendment  to the  standard
               forms of Option  Agreement  described in  Section 7,  or by other
               means,  grant  Options  which do not permit all of the  foregoing
               forms of  consideration  to be used in  payment  of the  exercise
               price  or  which   otherwise   restrict  one  or  more  forms  of
               consideration.

     5.4  Tax  Withholding.  The  Company  shall  have  the  right,  but not the
          obligation,  to  deduct  from the  shares of Stock  issuable  upon the
          exercise of an Option, or to accept from the Optionee the tender of, a
          number  of whole  shares  of  Stock  having a Fair  Market  Value,  as
          determined  by the  Company,  equal to all or any part of the federal,
          state, local and foreign taxes, if any, required by law to be withheld
          by the Participating  Company Group with respect to such Option or the
          shares  acquired  upon  the  exercise  thereof.  Alternatively  or  in
          addition,  in its  discretion,  the  Company  shall  have the right to
          require the Optionee,  through  payroll  withholding,  cash payment or
          otherwise, including by means of a Cashless Exercise, to make adequate

                                      -6-
24

          provision   for  any  such   tax   withholding   obligations   of  the
          Participating  Company Group arising in connection  with the Option or
          the shares acquired upon the exercise thereof.  The Company shall have
          no obligation to deliver shares of Stock or to release shares of Stock
          from an escrow established  pursuant to the Option Agreement until the
          Participating  Company Group's tax withholding  obligations  have been
          satisfied by the Optionee.

     5.5  Effect of Termination of Service.

          (a)  Option  Exercisability.  Subject  to earlier  termination  of the
               Option  as  otherwise   provided  herein,   an  Option  shall  be
               exercisable  after  an  Optionee's   termination  of  Service  as
               follows:

               (i)  Disability. If the Optionee's Service with the Participating
                    Company Group is terminated because of the Disability of the
                    Optionee,   the  Option,  to  the  extent   unexercised  and
                    exercisable  on the date on  which  the  Optionee's  Service
                    terminated,  may  be  exercised  by  the  Optionee  (or  the
                    Optionee's  guardian  or legal  representative)  at any time
                    prior to the  expiration  of six (6) months (or such  longer
                    period  of  time  as  determined   by  the  Board,   in  its
                    discretion)  after the date on which the Optionee's  Service
                    terminated,  but in any  event  no  later  than  the date of
                    expiration  of the Option's  term as set forth in the Option
                    Agreement  evidencing  such Option (the  "Option  Expiration
                    Date").

               (ii) Death.  If the  Optionee's  Service  with the  Participating
                    Company  Group is  terminated  because  of the  death of the
                    Optionee,   the  Option,  to  the  extent   unexercised  and
                    exercisable  on the date on  which  the  Optionee's  Service
                    terminated,   may  be  exercised  by  the  Optionee's  legal
                    representative  or other  person who  acquired  the right to
                    exercise the Option by reason of the Optionee's death at any
                    time  prior to the  expiration  of six (6)  months  (or such
                    longer  period of time as  determined  by the Board,  in its
                    discretion)  after the date on which the Optionee's  Service
                    terminated,  but in any  event  no  later  than  the  Option
                    Expiration  Date. The Optionee's  Service shall be deemed to
                    have  terminated  on account of death if the  Optionee  dies
                    within  thirty (30) days (or such  longer  period of time as
                    determined  by the  Board,  in  its  discretion)  after  the
                    Optionee's termination of Service.

               (iii)Other Termination of Service. If the Optionee's Service with
                    the  Participating  Company Group terminates for any reason,
                    except  Disability  or  death,  the  Option,  to the  extent
                    unexercised  and  exercisable by the Optionee on the date on
                    which the Optionee's Service terminated, may be exercised by
                    the Optionee  within thirty (30) days (or such longer period
                    of time as determined by the Board, in its discretion) after
                    the date on which the Optionee's Service terminated,  but in
                    any event no later than the Option Expiration Date.

          (b)  Extension  if  Exercise  Prevented  by Law.  Notwithstanding  the
               foregoing,  if the  exercise of an Option  within the  applicable
               time  periods set forth in  Section 6.5(a)  is  prevented  by the
               provisions   of  Section 11   below,   the  Option  shall  remain
               exercisable until thirty (30) days (or such longer period of time
               as determined by the Board, in its discretion) after the date the
               Optionee  is   notified  by  the  Company   that  the  Option  is
               exercisable, but in any event no later than the Option Expiration
               Date.

          (c)  Extension if Optionee Subject to  Section 16(b).  Notwithstanding
               the foregoing,  if a sale within the applicable  time periods set
               forth in  Section 6.5(a)  of shares acquired upon the exercise of
               the Option would subject the Optionee to suit under Section 16(b)
               of the Exchange  Act, the Option shall remain  exercisable  until
               the earliest to occur of (i) the  tenth (10th) day  following the
               date on  which a sale of such  shares  by the  Optionee  would no
               longer  be  subject  to  such  suit,  (ii) the  one  hundred  and
               ninetieth  (190th)  day  after  the  Optionee's   termination  of
               Service, or (iii) the Option Expiration Date.

                                      -7-
25

6.   Standard Forms of Option Agreement.

     6.1  Incentive Stock Options. Unless otherwise provided by the Board at the
          time the Option is  granted,  an Option  designated  as an  "Incentive
          Stock  Option"  shall  comply  with and be  subject  to the  terms and
          conditions set forth in the form of Incentive  Stock Option  Agreement
          adopted by the Board concurrently with its adoption of the Plan and as
          amended from time to time.

     6.2  Nonstatutory Stock Options.  Unless otherwise provided by the Board at
          the  time  the  Option  is  granted,   an  Option   designated   as  a
          "Nonstatutory  Stock  Option"  shall comply with and be subject to the
          terms  and  conditions  set  forth in the form of  Nonstatutory  Stock
          Option Agreement  adopted by the Board  concurrently with its adoption
          of the Plan and as amended from time to time.

     6.3  Authority to Vary Terms.  The Board shall have the authority from time
          to time to vary the  terms  of any of the  standard  forms  of  Option
          Agreement  described in this Section 7  either in connection  with the
          grant or amendment of an individual  Option or in connection  with the
          authorization of a new standard form or forms; provided, however, that
          the terms and conditions of any such new,  revised or amended standard
          form or forms of Option Agreement are not inconsistent  with the terms
          of the Plan.

7.   Change in Control.

     7.1  Definitions.

          (a)  An  "Ownership  Change Event" shall be deemed to have occurred if
               any of the following occurs with respect to the Company:  (i) the
               direct  or  indirect  sale or  exchange  in a single or series of
               related  transactions by the  shareholders of the Company of more
               than fifty percent (50%) of the voting stock of the Company; (ii)
               a merger or consolidation in which the Company is a party;  (iii)
               the sale,  exchange,  or transfer of all or substantially  all of
               the assets of the Company;  or (iv) a liquidation  or dissolution
               of the Company.

          (b)  A "Change in Control"  shall mean an Ownership  Change Event or a
               series  of  related  Ownership  Change  Events  (collectively,  a
               "Transaction")   wherein   the   shareholders   of  the   Company
               immediately  before the  Transaction  do not  retain  immediately
               after the Transaction,  in substantially  the same proportions as
               their   ownership  of  shares  of  the  Company's   voting  stock
               immediately before the Transaction, direct or indirect beneficial
               ownership of more than fifty percent (50%) of the total  combined
               voting  power of the  outstanding  voting stock of the Company or
               the  corporation  or  corporations  to which  the  assets  of the
               Company were transferred (the  "Transferee  Corporation(s)"),  as
               the case may be. For purposes of the preceding sentence, indirect
               beneficial  ownership  shall  include,  without  limitation,   an
               interest  resulting  from ownership of the voting stock of one or
               more corporations which, as a result of the Transaction,  own the
               Company  or the  Transferee  Corporation(s),  as the case may be,
               either directly or through one or more  subsidiary  corporations.
               The Board  shall  have the right to  determine  whether  multiple
               sales or exchanges of the voting stock of the Company or multiple
               Ownership Change Events are related,  and its determination shall
               be final, binding and conclusive.

     7.2  Effect of Change in  Control on  Options.  In the event of a Change in
          Control,   the  surviving,   continuing,   successor,   or  purchasing
          corporation  or parent  corporation  thereof,  as the case may be (the
          "Acquiring  Corporation"),  may either assume the Company's rights and
          obligations  under  outstanding  Options or substitute for outstanding
          Options   substantially   equivalent   options   for   the   Acquiring
          Corporation's stock. For purposes of this Section 8.2, an Option shall
          be deemed  assumed if,  following  the Change in  Control,  the Option
          confers  the  right to  purchase  in  accordance  with its  terms  and
          conditions,  for each share of Stock subject to the Option immediately
          prior to the Change in Control, the consideration (whether stock, cash

                                      -8-
26

          or other securities or property) to which a holder of a share of Stock
          on the effective  date of the Change in Control was  entitled.  In the
          event the Acquiring Corporation elects not to assume or substitute for
          outstanding  Options  in  connection  with a Change  in  Control,  any
          unexercisable  or unvested  portions of  outstanding  Options  held by
          Optionees  whose Service has not  terminated  prior to such date shall
          become  immediately  exercisable  and vested in full (and any unvested
          share  repurchase  option  shall  lapse)  as of the date ten (10) days
          prior to the date of the Change in Control.  The accelerated  exercise
          or vesting of any Option that was permissible solely by reason of this
          Section 8.2  shall be conditioned  upon the consummation of the Change
          in Control.  Any Options which are neither  assumed or substituted for
          by the Acquiring  Corporation in connection with the Change in Control
          nor exercised as of the date of the Change in Control shall  terminate
          and cease to be outstanding  effective as of the date of the Change in
          Control.  Notwithstanding the foregoing, shares acquired upon exercise
          of an Option  prior to the  Change in  Control  and any  consideration
          received pursuant to the Change in Control with respect to such shares
          shall  continue  to be subject  to all  applicable  provisions  of the
          Option Agreement  evidencing such Option except as otherwise  provided
          in such Option Agreement. Furthermore,  notwithstanding the foregoing,
          if the  corporation  the stock of which is subject to the  outstanding
          Options  immediately  prior to an Ownership  Change Event described in
          Section 8.1(a)(i) constituting a Change in Control is the surviving or
          continuing  corporation  and immediately  after such Ownership  Change
          Event less than fifty percent (50%) of the total combined voting power
          of its  voting  stock  is  held by  another  corporation  or by  other
          corporations  that are  members  of an  affiliated  group  within  the
          meaning  of   Section 1504(a)  of  the  Code  without  regard  to  the
          provisions of  Section 1504(b)  of the Code, the  outstanding  Options
          shall  not  terminate  unless  the  Board  otherwise  provides  in its
          discretion.

8.   Provision of Information.

     At least  annually,  copies  of the  Company's  balance  sheet  and  income
statement  for the just  completed  fiscal year shall be made  available to each
Optionee and  purchaser  of shares of Stock upon the exercise of an Option.  The
Company shall not be required to provide such information to key employees whose
duties  in  connection  with  the  Company  assure  them  access  to  equivalent
information.

9.   Nontransferability of Options.

     During the lifetime of the Optionee, an Option shall be exercisable only by
the Optionee or the Optionee's guardian or legal representative. No Option shall
be assignable or transferable by the Optionee,  except by will or by the laws of
descent and distribution.

10.  Compliance with Securities Law.

     The grant of Options and the  issuance of shares of Stock upon  exercise of
Options  shall be subject to  compliance  with all  applicable  requirements  of
federal, state and foreign law with respect to such securities.  Options may not
be exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable  federal,  state or foreign securities laws or other
law or  regulations or the  requirements  of any stock exchange or market system
upon which the Stock may then be listed. In addition, no Option may be exercised
unless (a) a  registration  statement under the Securities Act shall at the time
of exercise of the Option be in effect with respect to the shares  issuable upon
exercise  of the Option or (b) in the opinion of legal  counsel to the  Company,
the shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable  exemption from the registration  requirements of the
Securities  Act. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful  issuance and sale of any shares  hereunder  shall
relieve the Company of any  liability in respect of the failure to issue or sell
such shares as to which such requisite  authority  shall not have been obtained.
As a  condition  to the  exercise  of any  Option,  the  Company may require the
Optionee to satisfy any qualifications that may be necessary or appropriate,  to
evidence  compliance  with  any  applicable  law or  regulation  and to make any
representation  or warranty  with  respect  thereto as may be  requested  by the
Company.

                                   -9-
27

11.  Indemnification.

     In addition  to such other  rights of  indemnification  as they may have as
members of the Board or  officers  or  employees  of the  Participating  Company
Group,  members of the Board and any officers or employees of the  Participating
Company Group to whom authority to act for the Board or the Company is delegated
shall be indemnified by the Company against all reasonable  expenses,  including
attorneys'  fees,  actually  and  necessarily  incurred in  connection  with the
defense of any action,  suit or  proceeding,  or in  connection  with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken or  failure  to act under or in  connection  with the  Plan,  or any right
granted  hereunder,  and against all amounts paid by them in settlement  thereof
(provided such settlement is approved by independent  legal counsel  selected by
the Company) or paid by them in  satisfaction  of a judgment in any such action,
suit or  proceeding,  except  in  relation  to  matters  as to which it shall be
adjudged in such action, suit or proceeding that such person is liable for gross
negligence,  bad faith or intentional misconduct in duties;  provided,  however,
that  within  sixty  (60) days after the  institution  of such  action,  suit or
proceeding,  such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.

12.  Termination or Amendment of Plan.

     The Board may terminate or amend the Plan at any time. However,  subject to
changes in applicable  law,  regulations  or rules that would permit  otherwise,
without  the  approval  of the  Company's  shareholders,  there  shall be (a) no
increase in the maximum  aggregate  number of shares of Stock that may be issued
under the Plan (except by operation of the  provisions of  Section 4.2),  (b) no
change in the class of persons eligible to receive Incentive Stock Options,  and
(c) no other amendment of the Plan that would require  approval of the Company's
shareholders  under any  applicable  law,  regulation or rule. In any event,  no
termination or amendment of the Plan may adversely  affect any then  outstanding
Option or any unexercised portion thereof,  without the consent of the Optionee,
unless such termination or amendment is required to enable an Option  designated
as an  Incentive  Stock  Option to qualify as an  Incentive  Stock  Option or is
necessary to comply with any applicable law, regulation or rule.

13.  Shareholder Approval.

     The Plan or any increase in the maximum aggregate number of shares of Stock
issuable  thereunder as provided in Section 4.1 (the "Authorized  Shares") shall
be approved by the  shareholders of the Company within twelve (12) months of the
date of adoption  thereof by the Board.  Options  granted  prior to  shareholder
approval of the Plan or in excess of the Authorized Shares  previously  approved
by the  shareholders  shall  become  exercisable  no  earlier  than  the date of
shareholder  approval of the Plan or such increase in the Authorized  Shares, as
the case may be.

                                      -10-
28

EXHIBIT 5.01

14 December 1999

MERANT plc                         MEMERY CRYSTAL
The Lawn                           Solicitors
22-30 Old Bath Road                31 Southampton Row
Newbury                            London WC1B 5HT
Berkshire  RG14 1QN                Telephone: +44(0)  171-242  5905
                                   LDE No. 156 Chancery Lane
                                   E-mail: mc@memery-crystal.co.uk
                                   Fax: +44(0)  171-242  5905
                                   Group 4 Fax:  +44(0)  171-242  5905

Dear Sirs

Registration Statement on Form S-8

1.   This opinion is given in connection  with the  registration  under the U.S.
     Securities  Act of 1933, as amended  ("the  Securities  Act"),  of ordinary
     shares of 2p nominal value each (each a "Share" and plurally referred to as
     the "Shares") in MERANT plc ("the  Company"),  which may be issued pursuant
     to the EnterpriseLink Technology Corporation  ("EnterpriseLink") 1996 Stock
     Plan, as amended ("the 1996 Plan"), the EnterpriseLink  1999 Stock Plan, as
     amended ("the 1999 Plan"), the Company having assumed the  responsibilities
     of EnterpriseLink  under the 1996 Plan and the 1999 Plan on its acquisition
     of the stock of  EnterpriseLink  in November  1999, and shares which may be
     allocated by the trustee  pursuant to the MERANT plc 1994 Employee  Benefit
     Trust (the "1994 Employee Benefit Trust").

2.   We have acted as English legal  advisors to the Company in connection  with
     the  foregoing.  In so acting,  we have examined such  certificates  of the
     Company and directors  and/or  officers  thereof and originals or copies of
     all such corporate  documents and records of the Company and all such other
     documents as we deemed  relevant  and  necessary as a basis for our opinion
     hereinafter  set  forth.  We have,  with  your  consent,  relied  upon such
     certificates  of  directors   and/or  officers  of  the  Company  and  upon
     statements and  information  furnished by directors  and/or officers of the
     Company  with  respect to their  authority  and the accuracy of all factual
     matters contained therein which we have not independently  established.  We
     have also  assumed  the  genuineness  of all  signatures  thereon or on the
     originals of documents referred to therein.

3.   This opinion is limited to English law as at the date hereof applicable and
     as currently  applied by the English  Courts and is given on the basis that
     it will be governed by and be construed in accordance  with current English
     law. We have  accordingly  not made any  investigations  of the laws of any
     jurisdictions other than England.

4.   You have confirmed to us that all necessary  proceedings have been taken in
     connection with the adoption by the Company of the 1996 Plan, the 1999 Plan
     and the 1994 Employee Benefit Trust, and we have therefore  assumed such in
     giving the opinion contained herein.

5.   It is our opinion  that the Shares that may be issued upon the  exercise of
     options  granted or to be granted under the 1996 Plan and the 1999 Plan and
     that may be allocated under the 1994 Employee  Benefit Trust when issued or
     allocated (as the case may be) in accordance  with the  applicable  plan or
     scheme and  options or  purchase  rights duly  granted  thereunder  and the
     Company's  Memorandum  and  Articles  of  Association,  and in  the  manner
     referred to in the relevant  prospectus  associated  with the  Registration
     Statement  S-8 to be filed by the  Company  on or around 14  December  1999
     ("the Registration  Statement") will be legally issued or allocated (as the
     case may be), fully paid and non-assessable.

6.   For  the  purpose  of  this   opinion,   we  have  assumed  that  the  term
     "non-assessable"  in  relation to the Shares  means under  English law that
     holders of such Shares, having fully paid up all amounts due on such Shares
     as to the  nominal  amount and any  premium  thereon,  are under no further
29

     personal  liability  to  contribute  to the  assets or  liabilities  of the
     Company in their capacities purely as holders of such Shares.

This opinion is strictly  limited to the matters  stated herein and is not to be
read as extending by implication to any other matter whatsoever.

This  opinion is given to you solely for your benefit and for the purpose of the
Registration  Statement.  It is not to be transmitted to any other person nor is
it to be  relied  upon by any  other  person  or for any  purpose  or  quoted or
referred to in any public document without our prior written consent except that
we  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to the  references  to us in the  Registration
Statement. In giving the consent, we do not admit that we are in the category of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations thereunder.

Yours faithfully,

/s/ Memery Crystal

MEMERY CRYSTAL

                                      -2-
30

EXHIBIT 23.02

                 CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the employee share plans and employee  benefit trust named on
the facing sheet thereof of our report dated August 4, 1999, with respect to the
consolidated  financial  statements  of MERANT plc for the year ended  April 30,
1999 included in its Annual Report (Form 20-F).

Reading, England
December 10, 1999
31

EXHIBIT 23.03

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form  S-8 of our  report  dated  June  17,  1998  relating  to the
financial  statements of Intersolv,  Inc.,  which appears in MERANT plc's Annual
Report on Form 20-F for the year ended April 30, 1999.

PricewaterhouseCoopers LLP

McLean, Virginia
December 14, 1999