<HTML>
<head>
<TITLE>FORM S-8</TITLE>
</head>

<body bgcolor="#FFFFFF" text="#000000">
<div align="right"><font face="Arial, Helvetica, sans-serif" size="2"> <font size="1">As
  filed with the Securities and Exchange Commission on April 11, 2001<br>
  Registration No. 333- </font></font> </div>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>SECURITIES
  AND EXCHANGE COMMISSION</b><br>
  Washington, D.C. 20549</font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="3"><b>FORM S-8</b></font><font face="Arial, Helvetica, sans-serif" size="2"><br>
  <b>REGISTRATION STATEMENT<br>
  Under<br>
  THE SECURITIES ACT OF 1933</b></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b><font size="3">CLICKACTION
  INC.</font></b><br>
  <font size="1">(Exact Name of Registrant as Specified in Its Charter)</font></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"> </font></p>
<table width="80%" border="0" align="center">
  <tr>
    <td width="50%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Delaware</font></div>
    </td>
    <td width="50%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">77-0195362</font></div>
    </td>
  </tr>
  <tr>
    <td width="50%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">(State
        or Other Jurisdiction of<br>
        Incorporation or Organization)<br>
        &nbsp; </font></div>
    </td>
    <td width="50%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">(I.R.S.
        Employer<br>
        Identification Number)<br>
        &nbsp; </font></div>
    </td>
  </tr>
  <tr valign="bottom">
    <td width="50%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">2197
        E. Bayshore Road<br>
        Palo Alto, California <br>
        (Address of Principal Executive Offices)</font></div>
    </td>
    <td width="50%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">94303<br>
        (Zip Code)</font></div>
    </td>
  </tr>
</TABLE>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>1995 EQUITY
  INCENTIVE PLAN, AS AMENDED<br>
  1998 NON-OFFICER STOCK OPTION PLAN, AS AMENDED</b></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="1">(Full Title
  of the Plans)</font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2">GREGORY W.
  SLAYTON<br>
  Chief Executive Officer<br>
  ClickAction Inc.<br>
  2197 E. Bayshore Road<br>
  Palo Alto, California 94303<br>
  <font size="1">(Name and Address of Agent for Service)</font></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2">(650) 473-3600<br>
  <font size="1">(Telephone Number, Including Area Code, of Agent for Service)</font></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2">Copy to:</font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2">Iain Mickle,
  Esq.<br>
  Orrick, Herrington &amp; Sutcliffe LLP<br>
  400 Capitol Mall, Suite 3000<br>
  Sacramento, California 95814<br>
  (916) 447-9200</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">CALCULATION OF REGISTRATION
  FEE</font></p>
<table width="100%" border="1" bordercolor="#000000">
  <tr valign="top">
    <td width="37%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Title
        of Securities to be<br>
        Registered</font></div>
    </td>
    <td width="16%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Amount
        To Be Registered</font></div>
    </td>
    <td width="15%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Proposed
        Maximum Offering Price Per Share (1)</font></div>
    </td>
    <td width="15%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Proposed
        Maximum Aggregate Offering Price (1)</font></div>
    </td>
    <td width="17%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Amount
        of Registration Fee</font></div>
    </td>
  </tr>
  <tr>
    <td width="37%"><font face="Arial, Helvetica, sans-serif" size="2">Common
      Stock, par value $0.001 per share to be issued upon <br>
      exercise of options granted under the ClickAction Inc. <br>
      1995 Equity Incentive Plan</font></td>
    <td width="16%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">1,500,000</font></div>
    </td>
    <td width="15%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">$
        3.38</font></div>
    </td>
    <td width="15%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">$
        5,070,000</font></div>
    </td>
    <td width="17%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">$
        1,339</font></div>
    </td>
  </tr>
  <tr>
    <td width="37%"><font face="Arial, Helvetica, sans-serif" size="2">Common
      Stock, par value $0.001 per share to be issued upon<br>
      exercise of options granted under the ClickAction Inc. <br>
      1998 Non-Officer Stock Option Plan</font></td>
    <td width="16%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">300,000</font></div>
    </td>
    <td width="15%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">$3.38</font></div>
    </td>
    <td width="15%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">$
        1,014,000</font></div>
    </td>
    <td width="17%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">$
        268</font></div>
    </td>
  </tr>
  <tr>
    <td width="37%"><font face="Arial, Helvetica, sans-serif" size="2">Total</font></td>
    <td width="16%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">1,800,000</font></div>
    </td>
    <td width="15%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">3.38</font></div>
    </td>
    <td width="15%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">$
        6,084,000</font></div>
    </td>
    <td width="17%">
      <div align="right"><font face="Arial, Helvetica, sans-serif" size="2">$
        1,607</font></div>
    </td>
  </tr>
</TABLE>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2">&nbsp;<br>
    (1) Computed in accordance with Rule 457(h) and 457(c) under the Securities
    Act. <br>
    Such computation is based on the estimated exercise price of $3.38 per share
    <br>
    covering the authorized but unissued shares under the ClickAction Inc. 1995
    <br>
    Equity Incentive Plan and ClickAction Inc. 1998 Non-Officer Stock Option <br>
    Plan being registered hereunder. The estimated exercise price per share was
    <br>
    computed in accordance with Rule 457 by averaging the high and low prices
    of <br>
    shares of the Company's Common Stock as reported on the Nasdaq National <br>
    Market on April 6, 2001.<br>
    </font> </p>
</blockquote>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><br>
  <b>PART I</b></font></p>
<p align="center"><b><font face="Arial, Helvetica, sans-serif" size="2">INFORMATION
  REQUIRED IN THE SECTION 10(a) PROSPECTUS</font></b></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Item 1. Plan Information
  *</b></font></p>
<p><b><font face="Arial, Helvetica, sans-serif" size="2">Item 2. Registrant Information
  and Employee Plan Annual Information *</font></b></p>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2">* Information required
    by Part I to be contained in the Section 10(a) prospectus <br>
    is omitted from this Registration Statement in accordance with Rule 428 under
    <br>
    the Securities Act of 1933, as amended (the &quot;Securities Act&quot;), and
    the Note<br>
    to Part I of Form S-8. </font></p>
</blockquote>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>PART II</b></font></p>
<p align="center"><b><font face="Arial, Helvetica, sans-serif" size="2">INFORMATION
  REQUIRED IN THE REGISTRATION STATEMENT</font></b></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Item 3. Incorporation
  of Documents by Reference</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The following documents
  filed by ClickAction Inc. (the &quot;Registrant&quot;) with the <br>
  Securities and Exchange Commission (the &quot;Commission&quot;) are hereby <br>
  incorporated by reference in this Registration Statement: </font></p>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2"> (a) The Registrant's
    annual report on Form 10-K/A filed April 3, 2001 (File No. 000-26008).</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">(b) All other reports
    filed pursuant to Sections 13(a) or 15(d) of the Exchange Act <br>
    since the end of the fiscal year covered by the annual reports, the prospectus
    or <br>
    the registration statement referred to in (a) above.</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">(c) The description of
    the Registrant's Common Stock which is contained in the <br>
    Registrant's Registration Statement on Form 8-A, as filed on May 4, 1995 <br>
    under the Securities Exchange Act of 1934, as amended, including any <br>
    amendment or report filed for the purpose of updating such description.</font></p>
</blockquote>
<p><font face="Arial, Helvetica, sans-serif" size="2"> In addition, all documents
  subsequently filed by the Registrant pursuant to <br>
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  <br>
  as amended (the &quot;Exchange Act&quot;), prior to the filing of a post-effective
  <br>
  amendment indicating that all of the securities offered hereunder have been
  <br>
  sold or deregistering all securities then remaining unsold, shall be deemed
  <br>
  to be incorporated by reference in this Registration Statement and to be part
  <br>
  hereof from the date of filing of such documents. Any statement contained <br>
  in a document incorporated or deemed to be incorporated by reference in <br>
  this Registration Statement shall be deemed to be modified or superseded <br>
  for purposes of this Registration Statement to the extent that a statement <br>
  contained herein or in any subsequently filed document that also is or is <br>
  deemed to be incorporated by reference herein modifies or supersedes <br>
  such statement. Any statement so modified or superseded shall not be <br>
  deemed, except as so modified or superseded, to constitute a part of <br>
  this Registration Statement. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><br>
  <b>Item 4. Description of Securities</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"> Not applicable.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Item 5. Interests of
  Named Experts and Counsel</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"> Not applicable. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Item 6. Indemnification
  of Directors and Officers</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Section 145 of the Delaware
  General Corporation Law provides that a <br>
  corporation may indemnify directors and officers, as well as other <br>
  employees and individuals, against expenses (including attorneys' fees), <br>
  judgments, fines and amounts paid in settlement actually and reasonably <br>
  incurred by any such person in connection with any threatened, pending <br>
  or completed actions, suits or proceedings in which such person is made <br>
  a party by reason of such person being or having been a director, officer, <br>
  employee or agent of the Registrant. The Delaware General Corporation <br>
  Law provides that Section 145 is not exclusive of other rights to which <br>
  those seeking indemnification may be entitled under any bylaw, agreement, <br>
  vote of stockholders or disinterested directors or otherwise. Article XII of
  the <br>
  Registrant's Amended and Restated Certificate of Incorporation and<br>
  Article VI of the Registrant's Bylaws provide for indemnification by the <br>
  Registrant of its directors and officers to the fullest extent permitted <br>
  by the Delaware General Corporation Law. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Section 102(b)(7) of the
  Delaware General Corporation Law permits <br>
  a corporation to provide in its certificate of incorporation that a director
  <br>
  of the corporation shall not be personally liable to the corporation or its
  <br>
  stockholders for monetary damages for breach of fiduciary duty as a <br>
  director, except for liability (i) for any breach of the director's duty of
  <br>
  loyalty to the corporation or its stockholders, (ii) for acts or omissions <br>
  not in good faith or which involve intentional misconduct or a knowing <br>
  violation of law, (iii) for unlawful payments of dividends or unlawful stock
  <br>
  repurchases, redemptions or other distributions, or (iv) for any transaction
  <br>
  from which the director derived an improper personal benefit. The Registrant's
  <br>
  Amended and Restated Certificate of Incorporation provides for such limitation
  <br>
  of liability. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Registrant has obtained
  directors' and officers' insurance providing <br>
  indemnification for certain of the Registrant's directors, officers and <br>
  employees for certain liabilities. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Registrant has entered
  into indemnification agreements with each <br>
  director and executive officer which provide indemnification under certain <br>
  circumstances for acts and omissions which may not be covered by any <br>
  directors' and officers' liability insurance. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Item 7. Exemption From
  Registration Claimed</b></font></p>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2"> Not applicable.</font></p>
</blockquote>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Item 8. Exhibits</b></font></p>
<table width="75%" border="0">
  <tr valign="top">
    <td width="25%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>Exhibit
        Number</u></font></div>
      <font face="Arial, Helvetica, sans-serif" size="2"></font></td>
    <td width="75%"><font face="Arial, Helvetica, sans-serif" size="2"><u>Description</u></font></td>
  </tr>
  <tr valign="top">
    <td width="25%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">5.1</font></div>
    </td>
    <td width="75%"><font face="Arial, Helvetica, sans-serif" size="2">Opinion
      of Orrick, Herrington &amp; Sutcliffe LLP.*</font></td>
  </tr>
  <tr valign="top">
    <td width="25%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">23.1</font></div>
    </td>
    <td width="75%"><font face="Arial, Helvetica, sans-serif" size="2">Consent
      of Orrick, Herrington &amp; Sutcliffe LLP <br>
      (included in Exhibit 5.1 to this Registration Statement).</font></td>
  </tr>
  <tr valign="top">
    <td width="25%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">23.2</font></div>
    </td>
    <td width="75%"><font face="Arial, Helvetica, sans-serif" size="2">Consent
      of KPMG.*</font></td>
  </tr>
  <tr valign="top">
    <td width="25%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">24</font></div>
    </td>
    <td width="75%"><font face="Arial, Helvetica, sans-serif" size="2">Powers
      of Attorney (included on page 4).</font></td>
  </tr>
  <tr valign="top">
    <td width="25%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">99.1</font></div>
    </td>
    <td width="75%"><font face="Arial, Helvetica, sans-serif" size="2">Amended
      and Restated 1995 Equity Incentive Plan.*</font></td>
  </tr>
  <tr valign="top">
    <td width="25%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">99.2</font></div>
    </td>
    <td width="75%"><font face="Arial, Helvetica, sans-serif" size="2">Amended
      and Restated 1998 Non-Officer Stock Option Plan.*</font></td>
  </tr>
</TABLE>
<p><font face="Arial, Helvetica, sans-serif" size="2"> </font><font face="Arial, Helvetica, sans-serif" size="2">*
  Filed herewith.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Item 9. Undertakings</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"> (a) The undersigned Registrant
  hereby undertakes:</font></p>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2">(1) To file, during any
    period in which offers or sales are being made, <br>
    a post-effective amendment to this Registration Statement to include <br>
    any material information with respect to the plan of distribution not <br>
    previously disclosed in the Registration Statement or any material change
    <br>
    to such information in the Registration Statement.</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">(2) That, for the purpose
    of determining any liability under the <br>
    Securities Act, each such post-effective amendment shall be <br>
    deemed to be a new registration statement relating to the securities <br>
    offered therein, and the offering of such securities at that time shall <br>
    be deemed to be the initial bona fide offering thereof.</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">(3) To remove from registration
    by means of a post-effective amendment <br>
    any of the securities being registered which remain unsold at the <br>
    termination of the offering.</font></p>
</blockquote>
<p><font face="Arial, Helvetica, sans-serif" size="2">(b) The undersigned Registrant
  hereby undertakes that, for purposes of <br>
  determining any liability under the Securities Act, each filing of the Registrant's
  <br>
  annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
  <br>
  that is incorporated by reference in the Registration Statement shall be deemed
  <br>
  to be a new Registration Statement relating to the securities offered therein,
  <br>
  and the offering of such securities at that time shall be deemed to be the <br>
  initial bona fide offering thereof.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">(c) Insofar as indemnification
  for liabilities arising under the Securities Act <br>
  may be permitted to directors, officers and controlling persons of the Registrant
  <br>
  pursuant to the foregoing provisions, or otherwise, the Registrant has been
  <br>
  advised that in the opinion of the Commission such indemnification is against
  <br>
  public policy as expressed in the Securities Act and is, therefore, unenforceable.
  <br>
  In the event that a claim for indemnification against such liabilities (other
  than <br>
  the payment by the Registrant of expenses incurred or paid by a director, officer
  <br>
  or controlling person of the Registrant in the successful defense of any action,
  <br>
  suit or proceeding) is asserted by such director, officer or controlling person
  in <br>
  connection with the securities being registered, the Registrant will, unless
  in <br>
  the opinion of its counsel the matter has been settled by controlling precedent,
  <br>
  submit to a court of appropriate jurisdiction the question whether such <br>
  indemnification by it is against public policy as expressed in the Securities
  <br>
  Act and will be governed by the final adjudication of such issue.<br>
  </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>SIGNATURES</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Pursuant to the requirements
  of the Securities Act of 1933, the Registrant <br>
  certifies that it has reasonable grounds to believe that it meets all of the
  <br>
  requirements for filing on Form S-8 and has duly caused this Registration <br>
  Statement to be signed on its behalf by the undersigned, thereunto <br>
  duly authorized, in the City of Palo Alto, State of California on the <br>
  11th of April, 2001. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">CLICKACTION INC.<br>
  (Registrant)</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><u>By: /s/ Gregory W. Slayton</u>
  <br>
  Gregory W. Slayton<br>
  Chief Executive Officer</font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>POWER
  OF ATTORNEY</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">KNOW ALL PERSONS BY THESE
  PRESENTS that each person whose signature appears <br>
  below each severally constitutes and appoints Gregory W. Slayton and Sharon
  Chiu, and each<br>
  of them, as true and lawful attorneys-in-fact and agents, with full powers of
  substitution and <br>
  resubstitution, for them in their name, place and stead, in any and all capacities,
  to sign any <br>
  and all amendments (including post-effective amendments) to this Registration
  Statement, <br>
  and to file the same, with all exhibits thereto, and other documents in connection
  therewith, <br>
  with the Securities and Exchange Commission, granting unto said attorneys-in-fact
  and agents, <br>
  and each of them, full power and authority to do and perform each and every
  act and thing <br>
  requisite and necessary to be done in and about the premises, as fully to all
  intents and <br>
  purposes as they might or could do in person, hereby ratifying and confirming
  all which <br>
  said attorneys-in-fact and agents, or any of them, or their substitute or substitutes,
  <br>
  may lawfully do, or cause to be done by virtue hereof. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Pursuant to the requirements
  of the Securities Act of 1933, this Registration Statement <br>
  has been signed by the following persons in the capacities and on the dates
  indicated. </font></p>
<table width="100%" border="0">
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Signature</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Title</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Date</font></div>
    </td>
  </tr>
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>/s/
        David P. Mans<br>
        </u>David P. Mans<br>
        &nbsp; </font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Chairman
        of the Board of Directors</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">April
        10, 2001</font></div>
    </td>
  </tr>
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>/s/
        Gregory W. Slayton</u><br>
        Gregory W. Slayton<br>
        &nbsp;&nbsp;&nbsp;&nbsp; </font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">President,
        Chief Executive Officer and Director<br>
        (Principal Executive Officer)</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">April
        11, 2001</font></div>
    </td>
  </tr>
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>/s/
        Sharon S. Chiu<br>
        </u>Sharon S. Chiu<br>
        &nbsp;&nbsp; </font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Vice
        President of Operations and Chief Financial Officer<br>
        (Principal Financial and Accounting Officer)</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">April
        11, 2001</font></div>
    </td>
  </tr>
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>/s/
        Howard Love</u><br>
        Howard Love<br>
        &nbsp; </font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Director</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">April
        10, 2001</font></div>
    </td>
  </tr>
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>/s/
        Randy Haykin</u><br>
        Randy Haykin<br>
        &nbsp; </font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Director</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">April
        8, 2001</font></div>
    </td>
  </tr>
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>/s/
        Edwin R. Niehaus, III<br>
        </u>Edwin R. Niehaus, III<br>
        &nbsp; </font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Director</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">April
        10, 2001</font></div>
    </td>
  </tr>
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>/s/
        Gary Daichendt</u></font><br>
        <font face="Arial, Helvetica, sans-serif" size="2">Gary Daichendt<br>
        &nbsp; </font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Director</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">April
        10, 2001</font></div>
    </td>
  </tr>
  <tr>
    <td width="34%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>/s/
        Emerick M. Woods</u><br>
        Emerick M. Woods<br>
        &nbsp; </font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">Director</font></div>
    </td>
    <td width="33%" valign="top">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">April
        11, 2001</font></div>
    </td>
  </tr>
</TABLE>
<p><font face="Arial, Helvetica, sans-serif" size="2"> </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>EXHIBIT INDEX</b></font></p>
<table width="60%" border="0">
  <tr valign="top">
    <td width="29%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2"><u>Exhibit
        Number</u></font> </div>
      <font face="Arial, Helvetica, sans-serif" size="2"></font></td>
    <td width="71%"><font face="Arial, Helvetica, sans-serif" size="2"><u>Description</u></font></td>
  </tr>
  <tr valign="top">
    <td width="29%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">5.1</font></div>
    </td>
    <td width="71%"><font face="Arial, Helvetica, sans-serif" size="2">Opinion
      of Orrick, Herrington &amp; Sutcliffe LLP.*</font></td>
  </tr>
  <tr valign="top">
    <td width="29%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">23.1</font></div>
    </td>
    <td width="71%"><font face="Arial, Helvetica, sans-serif" size="2">Consent
      of Orrick, Herrington &amp; Sutcliffe LLP<br>
      (included in Exhibit 5.1 to this Registration Statement).</font></td>
  </tr>
  <tr valign="top">
    <td width="29%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">23.2</font></div>
    </td>
    <td width="71%"><font face="Arial, Helvetica, sans-serif" size="2">Consent
      of KPMG.*</font></td>
  </tr>
  <tr valign="top">
    <td width="29%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">24</font></div>
    </td>
    <td width="71%"><font face="Arial, Helvetica, sans-serif" size="2">Powers
      of Attorney (included on page 4).</font></td>
  </tr>
  <tr valign="top">
    <td width="29%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">99.1</font></div>
    </td>
    <td width="71%"><font face="Arial, Helvetica, sans-serif" size="2">Amended
      and Restated 1995 Equity Incentive Plan.*</font></td>
  </tr>
  <tr valign="top">
    <td width="29%">
      <div align="center"><font face="Arial, Helvetica, sans-serif" size="2">99.2</font></div>
    </td>
    <td width="71%"><font face="Arial, Helvetica, sans-serif" size="2">Amended
      and Restated 1998 Non-Officer Stock Option Plan.*</font></td>
  </tr>
</TABLE>
<p><font face="Arial, Helvetica, sans-serif" size="2">* Filed herewith.<br>
  </font></p>
<p>&nbsp;</p>
<p align="right"><font face="Arial, Helvetica, sans-serif" size="2"><b>EXHIBIT
  5.1</b></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2">April 11,
  2001</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">ClickAction Inc. <br>
  2197 E. Bayshore Road<br>
  Palo Alto, California 94303</font></p>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2"> Re: Registration Statement
    on Form S-8 - ClickAction Inc.<br>
    1995 Equity Incentive Plan, as amended<br>
    1998 Non-Officer Stock Option Plan, as amended</font></p>
</blockquote>
<p><font face="Arial, Helvetica, sans-serif" size="2"><br>
  Ladies and Gentlemen: </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">At your request, we are
  rendering this opinion in connection with the proposed issuance <br>
  of up to an additional 1,500,000 shares of common stock, $.001 par value (&quot;Common
  Stock&quot;) <br>
  of ClickAction Inc., a Delaware corporation (the &quot;Company&quot;), pursuant
  to the ClickAction Inc. <br>
  1995 Equity Incentive Plan, as amended (the &quot;1995 Plan&quot;), and up to
  an additional 300,000 <br>
  shares of the Company's Common Stock pursuant to the ClickAction 1998 Non-Officer
  Stock <br>
  Option Plan, as amended (the &quot;1998 Plan&quot; and collectively with the
  1995 Plan, the &quot;Plans&quot;). </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">We have examined instruments,
  documents and records which we deemed relevant and <br>
  necessary for the basis of our opinion hereinafter expressed. In such examination,
  we <br>
  have assumed the following: (a) the authenticity of original documents and the
  genuineness <br>
  of all signatures; (b) the conformity to the originals of all documents submitted
  to us as <br>
  copies; and (c) the truth, accuracy and completeness of the information, representations
  <br>
  and warranties contained in the records, documents, instruments and certificates
  <br>
  we have reviewed. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Based on such examination,
  we are of the opinion that the shares of Common Stock issuable <br>
  by the Company pursuant to the Plans, when issued in accordance with the provisions
  of the <br>
  Plan and the stock option agreements entered into thereunder and in the manner
  referred to <br>
  in the Prospectus associated with the Registration Statement on Form S-8, will
  be validly <br>
  issued, fully paid and nonassessable. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">We hereby consent to the
  filing of this opinion as an exhibit to the Registration Statement <br>
  on Form S-8. In giving such consent, we do not consider that we are &quot;experts&quot;
  within the <br>
  meaning of such term as used in the Securities Act of 1933, as amended, or the
  rules <br>
  and regulations of the Securities and Exchange Commission issued thereunder
  with <br>
  respect to any part of the Registration Statement. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">We express no opinion as
  to matters of law in jurisdictions other than the federal securities <br>
  laws of the United States and the corporate law of the State of Delaware.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">This opinion is rendered
  solely for your use as an exhibit to the Registration Statement <br>
  on Form S-8 and may not be relied upon for any other purpose. We disclaim any
  obligation <br>
  to update this opinion letter for events occurring or coming to our attention
  after the date hereof.</font></p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <p><font face="Arial, Helvetica, sans-serif" size="2">Very truly yours,</font></p>
        <p><font face="Arial, Helvetica, sans-serif" size="2">/s/ Orrick, Herrington
          &amp; Sutcliffe LLP</font></p>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p> <font face="Arial, Helvetica, sans-serif" size="2"><br>
  </font></p>
<p align="right"><font face="Arial, Helvetica, sans-serif" size="2"><b>EXHIBIT
  23.2</b></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>Consent
  of KPMG LLP</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><br>
  The Board of Directors <br>
  ClickAction Inc. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">We consent to the incorporation
  by reference in this registration statement on Form S-8 of <br>
  ClickAction Inc. of our report dated February 15, 2001, relating to the consolidated
  balance <br>
  sheets of ClickAction Inc. as of December 31, 2000 and 1999, and the related
  consolidated <br>
  statements of operations, stockholders' equity, and cash flows for each of the
  years in the <br>
  three-year period ended December 31, 2000, and related financial statement schedule,
  <br>
  which report appears in the December 31, 2000 annual report on Form 10-K/A of
  <br>
  ClickAction Inc.</font></p>
<blockquote>
  <blockquote>
    <p><font face="Arial, Helvetica, sans-serif" size="2"><br>
      /s/ KPMG LLP<br>
      Mountain View, California<br>
      April 11, 2001</font></p>
  </blockquote>
</blockquote>
<p></p>
<p> <font face="Arial, Helvetica, sans-serif" size="2"><br>
  </font></p>
<p align="right"><font face="Arial, Helvetica, sans-serif" size="2"><b>EXHIBIT
  99.1</b></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>CLICKACTION
  INC.</b></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>1995 EQUITY
  INCENTIVE PLAN</b></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>Adopted
  by the Board of Directors on April 18, 1995<br>
  Approved by the Stockholders on April 18, 1995<br>
  As Amended through 2000</b></font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>1. PURPOSES.</b></font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">The purpose
  of the Plan is to provide a means by which selected Employees and <br>
  Directors of and Consultants to the Company, and its Affiliates, may be given
  an <br>
  opportunity to benefit from increases in value of the stock of the Company through
  <br>
  the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
  <br>
  (iii) stock bonuses, (iv) rights to purchase restricted stock, and <br>
  (v) stock appreciation rights, all as defined below.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">The Company,
  by means of the Plan, seeks to retain the services of persons who <br>
  are now Employees or Directors of or Consultants to the Company or its Affiliates,
  <br>
  to secure and retain the services of new Employees, Directors and Consultants,
  <br>
  and to provide incentives for such persons to exert maximum efforts for the
  <br>
  success of the Company and its Affiliates.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">The Company
  intends that the Stock Awards issued under the Plan shall, in the <br>
  discretion of the Board or any Committee to which responsibility for administration
  <br>
  of the Plan has been delegated pursuant to subsection 3(c), be either (i) Options
  <br>
  granted pursuant to Section 6 hereof, including Incentive Stock Options and
  <br>
  Nonstatutory Stock Options, (ii) stock bonuses or rights to purchase restricted
  <br>
  stock granted pursuant to Section 7 hereof, or (iii) stock appreciation rights
  granted <br>
  pursuant to Section 8 hereof. All Options shall be separately designated Incentive
  <br>
  Stock Options or Nonstatutory Stock Options at the time of grant, and in such
  form <br>
  as issued pursuant to Section 6, and a separate certificate or certificates
  will be <br>
  issued for shares purchased on exercise of each type of Option.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>2. DEFINITIONS.</b></font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>(a) &quot;Affiliate&quot;</b>
  means any parent corporation or subsidiary corporation, whether now <br>
  or hereafter existing, as those terms are defined in Sections 424(e) and <br>
  (f) respectively, of the Code.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Board&quot;</b>
  means the Board of Directors of the Company.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Code&quot;</b>
  means the Internal Revenue Code of 1986, as amended.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Committee&quot;</b>
  means a Committee appointed by the Board in accordance with <br>
  subsection 3(c) of the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Company&quot;</b>
  means ClickAction Inc., a Delaware corporation.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Concurrent
  Stock Appreciation Right&quot;</b> or <b>&quot;Concurrent Right&quot;</b> means
  a right <br>
  granted pursuant to subsection 8(b)(2) of the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Consultant&quot;</b>
  means any person, including an advisor, engaged by the Company <br>
  or an Affiliate to render consulting services and who is compensated for such
  services, <br>
  provided that the term &quot;Consultant&quot; shall not include Directors who
  are paid only a <br>
  director's fee by the Company or who are not compensated by the Company for
  <br>
  their services as Directors.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Continuous
  Status as an Employee, Director or Consultant&quot;</b> means the <br>
  employment or relationship as a Director or Consultant is not interrupted or
  <br>
  terminated. The Board, in its sole discretion, may determine whether Continuous
  <br>
  Status as an Employee, Director or Consultant shall be considered interrupted
  in <br>
  the case of: (i) any leave of absence approved by the Board, including sick
  leave, <br>
  military leave, or any other personal leave; or (ii) transfers between locations
  of <br>
  the Company or between the Company, Affiliates or their successors.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Covered
  Employee&quot;</b> means the chief executive officer and the four (4) other
  <br>
  highest compensated officers of the Company for whom total compensation is <br>
  required to be reported to stockholders under the Exchange Act, as determined
  <br>
  for purposes of Section 162(m) of the Code.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Director&quot;</b>
  means a member of the Board.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Employee&quot;</b>
  means any person, including Officers and Directors, employed by <br>
  the Company or any Affiliate of the Company. Neither service as a Director nor
  <br>
  payment of a director's fee by the Company shall be sufficient to constitute
  <br>
  &quot;employment&quot; by the Company.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Exchange
  Act&quot;</b> means the Securities Exchange Act of 1934, as amended.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Fair
  Market Value&quot;</b> means, as of any date, the value of the common stock
  <br>
  of the Company determined as follows:</font></p>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2">If the common stock is
    listed on any established stock exchange or a <br>
    national market system, including without limitation the Nasdaq National <br>
    Market, the Fair Market Value of a share of common stock shall be the <br>
    closing sales price for such stock (or the closing bid, if no sales were reported)
    <br>
    as quoted on such system or exchange (or the exchange with the greatest <br>
    volume of trading in common stock) on the day of determination (or, if the
    <br>
    day of determination is not a market trading day, the last market trading
    <br>
    day prior to the day of determination), as reported in the Wall Street Journal
    <br>
    or such other source as the Board deems reliable;</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">If the common stock is
    quoted on the Nasdaq Stock Market (but not on the <br>
    National Market thereof) or is regularly quoted by a recognized securities
    <br>
    dealer but selling prices are not reported, the Fair Market Value of a share
    <br>
    of common stock shall be the mean between the bid and asked prices for <br>
    the common stock on the day of determination (or, if the day of determination
    <br>
    is not a market trading day, the last market trading day prior to the day
    of <br>
    determination), as reported in the Wall Street Journal or such other source
    <br>
    as the Board deems reliable;</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">In the absence of an established
    market for the common stock, the Fair <br>
    Market Value shall be determined in good faith by the Board.</font></p>
</blockquote>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Incentive
  Stock Option&quot;</b> means an Option intended to qualify as an incentive <br>
  stock option within the meaning of Section 422 of the Code and the regulations
  <br>
  promulgated thereunder.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Independent
  Stock Appreciation Right&quot;</b> or <b>&quot;Independent Right&quot;</b> means
  a <br>
  right granted pursuant to subsection 8(b)(3) of the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Non-Employee
  Director&quot;</b> means a Director who either (i) is not a current Employee
  <br>
  or Officer of the Company or its parent or subsidiary, does not receive compensation
  <br>
  (directly or indirectly) from the Company or its parent or subsidiary for services
  <br>
  rendered as a consultant or in any capacity other than as a Director (except
  for an <br>
  amount as to which disclosure would not be required under Item 404(a) of Regulation
  <br>
  S-K promulgated pursuant to the Securities Act of 1933 (&quot;Regulation S-K&quot;),
  does not <br>
  possess an interest in any other transaction as to which disclosure would be
  required <br>
  under Item 404(a) of Regulation S-K, and is not engaged in a business relationship
  <br>
  as to which disclosure would be required under Item 404(b) of Regulation S-K;
  <br>
  or (ii) is otherwise considered a &quot;non-employee director&quot; for purposes
  of Rule 16b-3.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Nonstatutory
  Stock Option&quot;</b> means an Option not intended to qualify as an <br>
  Incentive Stock Option.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Officer&quot;</b>
  means a person who is an officer of the Company within the meaning of <br>
  Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Option&quot;</b>
  means a stock option granted pursuant to the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Option
  Agreement&quot;</b> means a written agreement between the Company and an <br>
  Optionee evidencing the terms and conditions of an individual Option grant.
  <br>
  Each Option </font><font face="Arial, Helvetica, sans-serif" size="2">Agreement
  shall be subject to the terms and conditions of the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Optionee&quot;</b>
  means an Employee, Director or Consultant who holds an outstanding Option.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Outside
  Director&quot;</b> means a Director who either (i) is not a current employee
  of the <br>
  Company or an &quot;affiliated corporation&quot; (within the meaning of Treasury
  regulations <br>
  promulgated under Section 162(m) of the Code), is not a former employee of the
  <br>
  Company or an &quot;affiliated corporation&quot; receiving compensation for
  prior services <br>
  (other than benefits under a tax qualified pension plan), was not an officer
  of the <br>
  Company or an &quot;affiliated corporation&quot; at any time, and is not currently
  receiving <br>
  direct or indirect remuneration from the Company or an &quot;affiliated corporation&quot;
  <br>
  for services in any capacity other than as a Director, or (ii) is otherwise
  considered <br>
  an &quot;outside director&quot; for purposes of Section 162(m) of the Code.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Plan&quot;
  </b>means this ClickAction Inc. 1995 Equity Incentive Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Rule
  16b-3&quot;</b> means Rule 16b-3 of the Exchange Act or any successor to Rule
  <br>
  16b-3, as in effect when discretion is being exercised with respect to the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Stock
  Appreciation Right&quot;</b> means any of the various types of rights which
  may <br>
  be granted under Section 8 of the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Stock
  Award&quot;</b> means any right granted under the Plan, including any Option,
  <br>
  any stock bonus, any right to purchase restricted stock, and any <br>
  Stock Appreciation Right.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Stock
  Award Agreement&quot;</b> means a written agreement between the Company <br>
  and a holder of a Stock Award evidencing the terms and conditions of an individual
  <br>
  Stock Award grant. Each Stock Award Agreement shall be subject to the terms
  <br>
  and conditions of the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Tandem
  Stock Appreciation Right&quot;</b> or <b>&quot;Tandem Right&quot;</b> means
  a right granted <br>
  pursuant to subsection 8(b)(1) of the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>3. ADMINISTRATION.</b></font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>(b)</b>
  The Plan shall be administered by the Board unless and until the Board delegates
  <br>
  administration to a Committee, as provided in subsection 3(c).</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">The Board shall
  have the power, subject to, and within the limitations of, the express <br>
  provisions of the Plan:</font></p>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2">To determine from time
    to time which of the persons eligible under the Plan shall <br>
    be granted Stock Awards; when and how each Stock Award shall be granted; <br>
    whether a Stock Award will be an Incentive Stock Option, a Nonstatutory Stock
    <br>
    Option, a stock bonus, a right to purchase restricted stock, a Stock Appreciation
    <br>
    Right, or a combination of the foregoing; the provisions of each Stock Award
    granted <br>
    (which need not be identical), including the time or times when a person shall
    be <br>
    permitted to receive stock pursuant to a Stock Award; whether a person shall
    be <br>
    permitted to receive stock upon exercise of an Independent Stock Appreciation
    Right; <br>
    and the number of shares with respect to which a Stock Award shall be granted
    <br>
    to each such person.</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">To construe and interpret
    the Plan and Stock Awards granted under it, and to <br>
    establish, amend and revoke rules and regulations for its administration.
    The Board, <br>
    in the exercise of this power, may correct any defect, omission or inconsistency
    in <br>
    the Plan or in any Stock Award Agreement, in a manner and to the extent it
    shall <br>
    deem necessary or expedient to make the Plan fully effective.</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">To amend the Plan or a
    Stock Award as provided in Section 14.</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2">Generally, to exercise
    such powers and to perform such acts as the Board deems <br>
    necessary or expedient to promote the best interests of the Company.</font></p>
</blockquote>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">The Board may
  delegate administration of the Plan to a committee composed of not <br>
  fewer than two (2) members (the &quot;Committee&quot;). In the discretion of
  the Board, a <br>
  Committee may consist solely of two or more Outside Directors, in accordance
  <br>
  with Code Section 162(m), or solely of two or more Non-Employee Directors, in
  <br>
  accordance with Rule 16(b)-3. If administration is delegated to a Committee,
  the <br>
  Committee shall have, in connection with the administration of the Plan, the
  powers <br>
  theretofore possessed by the Board (and references in this Plan to the Board
  shall <br>
  thereafter be to the Committee), subject, however, to such resolutions, not
  <br>
  inconsistent with the provisions of the Plan, as may be adopted from time to
  <br>
  time by the Board. The Board may abolish the Committee at any time and revest
  <br>
  in the Board the administration of the Plan. Notwithstanding anything in this
  <br>
  Section 3 to the contrary, the Board or the Committee may delegate to a committee
  <br>
  of one or more members of the Board the authority to grant Stock Awards to eligible
  <br>
  persons who (1) are not then subject to Section 16 of the Exchange Act and/or<br>
  (2) are either (i) not then Covered Employees and are not expected to be Covered
  <br>
  Employees at the time of recognition of income resulting from such Stock Award,
  <br>
  or (ii) not persons with respect to whom the Company wishes to avoid the <br>
  application of Section 162(m) of the Code.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>4. SHARES
  SUBJECT TO THE PLAN.</b></font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">Subject to
  the provisions of Section 13 relating to adjustments upon changes in stock,
  <br>
  the stock that may be issued pursuant to Stock Awards shall not exceed in the
  <br>
  aggregate three million one hundred thousand (3,100,000) shares of the Company's
  <br>
  common stock. If any Stock Award shall for any reason expire or otherwise terminate,
  <br>
  in whole or in part, without having been exercised in full (or vested in the
  case of <br>
  Restricted Stock), the stock not acquired under such Stock Award shall revert
  to and <br>
  again become available for issuance under the Plan. Shares subject to Stock
  Appreciation <br>
  Rights exercised in accordance with Section 8 of the Plan shall not be available
  for <br>
  subsequent issuance under the Plan.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"> The stock
  subject to the Plan may be unissued shares or reacquired shares, <br>
  bought on the market or otherwise.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>ELIGIBILITY.</b></font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">Incentive Stock
  Options and Stock Appreciation Rights appurtenant thereto may be<br>
  granted only to Employees. Stock Awards other than Incentive Stock Options and
  <br>
  Stock Appreciation Rights appurtenant thereto may be granted only to Employees,
  <br>
  Directors or Consultants.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">No person shall
  be eligible for the grant of an Incentive Stock Option if, <br>
  at the time of grant, such person owns (or is deemed to own pursuant to <br>
  Section 424(d) of the Code) stock possessing more than ten percent (10%) of
  <br>
  the total combined voting power of all classes of stock of the Company or of
  any <br>
  of its Affiliates unless the exercise price of such Incentive Stock Option is
  at least <br>
  one hundred ten percent (110%) of the Fair Market Value of such stock at the
  date <br>
  of grant and the Incentive Stock Option is not exercisable after the expiration
  of <br>
  five (5) years from the date of grant.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">Subject to
  the provisions of Section 13 relating to adjustments upon changes in stock,
  <br>
  no person shall be eligible to be granted Options and Stock Appreciation Rights
  covering <br>
  more than four hundred thousand (400,000) shares of the Company's common stock
  <br>
  in any calendar year.</font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2"><b>OPTION PROVISIONS.</b></font></p>
<p align="left"><font face="Arial, Helvetica, sans-serif" size="2">Each Option
  shall be in such form and shall contain such terms and conditions as the <br>
  Board shall deem appropriate. The provisions of separate Options need not be
  identical, <br>
  but each Option shall include (through incorporation of provisions hereof by
  reference <br>
  in the Option or otherwise) the substance of each of the following provisions:</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Term.</b> No Option shall
  be exercisable after the expiration of ten (10) years from the <br>
  date it was granted.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Price.</b> The exercise
  price of each Incentive Stock Option shall be not less than one <br>
  hundred percent (100%) of the Fair Market Value of the stock subject to the
  Option <br>
  on the date the Option is granted. The exercise price of each Nonstatutory Stock
  <br>
  Option shall be not less than eighty-five percent (85%) of the Fair Market Value
  <br>
  of the stock subject to the Option on the date the Option is granted. Notwithstanding
  <br>
  the foregoing, an Option may be granted with an exercise price lower than that
  set <br>
  forth in the preceding sentence if such Option is granted pursuant to an assumption
  <br>
  or substitution for another option in a manner satisfying the provisions of
  Section <br>
  424(a) of the Code.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Consideration.</b> The
  purchase price of stock acquired pursuant to an Option shall <br>
  be paid, to the extent permitted by applicable statutes and regulations, either
  <br>
  (i) in cash at the time the Option is exercised, or (ii) at the discretion of
  the Board <br>
  or the Committee, at the time of the grant of the Option, (A) by delivery to
  the <br>
  Company of other common stock of the Company, (B) according to a deferred <br>
  payment or other arrangement (which may include, without limiting the generality
  <br>
  of the foregoing, the use of other common stock of the Company) with the person
  <br>
  to whom the Option is granted or to whom the Option is transferred pursuant
  to <br>
  subsection 6(d), or (C) in any other form of legal consideration that may be
  <br>
  acceptable to the Board.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">In the case of any deferred
  payment arrangement, interest shall be payable at least<br>
  annually and shall be charged at the minimum rate of interest necessary to avoid
  <br>
  the treatment as interest, under any applicable provisions of the Code, of any
  <br>
  amounts other than amounts stated to be interest under the deferred payment
  <br>
  arrangement.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Transferability.</b>
  An Incentive Stock Option shall not be transferable except by <br>
  will or by the laws of descent and distribution, and shall be exercisable during
  the <br>
  lifetime of the person to whom the Incentive Stock Option is granted only by
  such <br>
  person. A Nonstatutory Stock Option shall not be transferable except by will
  or by <br>
  the laws of descent and distribution or pursuant to a domestic relations order
  <br>
  satisfying the requirements of Rule 16b-3 and any administrative interpretations
  or <br>
  pronouncements thereunder, and shall be exercisable during the lifetime of the
  person <br>
  to whom the Option is granted only by such person or any pursuant to the domestic
  <br>
  relations order transferee; provided that a Nonstatutory Stock Option shall
  be transferable <br>
  if the Option Agreement so provides. Notwithstanding the foregoing, the person
  to whom <br>
  the Option is granted may, by delivering written notice to the Company, in a
  form <br>
  satisfactory to the Company, designate a third party who, in the event of the
  death of <br>
  the Optionee, shall thereafter be entitled to exercise the Option.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Vesting.</b> The total
  number of shares of stock subject to an Option may, but need <br>
  not, be allotted in periodic installments (which may, but need not, be equal).
  The <br>
  Option Agreement may provide that from time to time during each of such installment
  <br>
  periods, the Option may become exercisable (&quot;vest&quot;) with respect to
  some or all of <br>
  the shares allotted to that period, and may be exercised with respect to some
  or all <br>
  of the shares allotted to such period and/or any prior period as to which the
  Option <br>
  became vested but was not fully exercised. The Option may be subject to such
  <br>
  other terms and conditions on the time or times when it may be exercised (which
  may <br>
  be based on performance or other criteria) as the Board may deem appropriate.
  <br>
  The provisions of this subsection 6(e) are subject to any Option provisions
  governing <br>
  the minimum number of shares as to which an Option may be exercised.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Termination of Employment
  or Relationship as a Director or Consultant.</b> In the <br>
  event an Optionee's Continuous Status as an Employee, Director or Consultant
  terminates <br>
  (other than upon the Optionee's death or disability), the Optionee may exercise
  his or her <br>
  Option (to the extent that the Optionee was entitled to exercise it at the date
  of termination) <br>
  but only within such period of time ending on the earlier of (i) the date thirty
  (30) days after <br>
  the termination of the Optionee's Continuous Status as an Employee, Director
  or Consultant <br>
  (or such longer or shorter period specified in the Option Agreement), or (ii)
  the expiration <br>
  of the term of the Option as set forth in the Option Agreement. If, after termination,
  the <br>
  Optionee does not exercise his or her Option within the time specified in the
  Option <br>
  Agreement, the Option shall terminate, and the shares covered by such Option
  shall <br>
  revert to and again become available for issuance under the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b> Disability of Optionee.</b>
  In the event an Optionee's Continuous Status as an Employee, <br>
  Director or Consultant terminates as a result of the Optionee's disability,
  the Optionee <br>
  may exercise his or her Option (to the extent that the Optionee was entitled
  to exercise <br>
  it at the date of termination), but only within such period of time ending on
  the earlier of <br>
  (i) the date twelve (12) months following such termination (or such longer or
  shorter period <br>
  specified in the Option Agreement), or (ii) the expiration of the term of the
  Option as set <br>
  forth in the Option Agreement. If, at the date of termination, the Optionee
  is not entitled <br>
  to exercise his or her entire Option, the shares covered by the unexercisable
  portion <br>
  of the Option shall revert to and again become available for issuance under
  the Plan. <br>
  If, after termination, the Optionee does not exercise his or her Option within
  the time <br>
  specified herein, the Option shall terminate, and the shares covered by such
  Option <br>
  shall revert to and again become available for issuance under the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"> <b>Death of Optionee.</b>
  In the event of the death of an Optionee during, or within a period <br>
  specified in the Option after the termination of, the Optionee's Continuous
  Status as <br>
  an Employee, Director or Consultant, the Option may be exercised (to the extent
  the <br>
  Optionee was entitled to exercise the Option at the date of death) by the Optionee's
  <br>
  estate, by a person who acquired the right to exercise the Option by bequest
  or <br>
  inheritance or by a person designated to exercise the option upon the Optionee's
  <br>
  death pursuant to subsection 6(d), but only within the period ending on the
  earlier of <br>
  (i) the date twelve (12) months following the date of death (or such longer
  or shorter <br>
  period specified in the Option Agreement), or (ii) the expiration of the term
  of such <br>
  Option as set forth in the Option Agreement. If, at the time of death, the Optionee
  <br>
  was not entitled to exercise his or her entire Option, the shares covered by
  the <br>
  unexercisable portion of the Option shall revert to and again become available
  for <br>
  issuance under the Plan. If, after death, the Option is not exercised within
  the <br>
  time specified herein, the Option shall terminate, and the shares covered by
  such <br>
  Option shall revert to and again become available for issuance under the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Early Exercise.</b> The
  Option may, but need not, include a provision whereby the <br>
  Optionee may elect at any time while an Employee, Director or Consultant to
  <br>
  exercise the Option as to any part or all of the shares subject to the Option
  <br>
  prior to the full vesting of the Option. Any unvested shares so purchased <br>
  may be subject to a repurchase right in favor of the Company or to any other
  <br>
  restriction the Board determines to be appropriate. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Re-Load Options.</b>
  Without in any way limiting the authority of the Board or<br>
  Committee to make or not to make grants of Options hereunder, the Board or <br>
  Committee shall have the authority (but not an obligation) to include as part
  of <br>
  any Option Agreement a provision entitling the Optionee to a further Option
  <br>
  (a &quot;Re-Load Option&quot;) in the event the Optionee exercises the Option
  evidenced <br>
  by the Option Agreement, in whole or in part, by surrendering other shares of
  <br>
  Common Stock in accordance with this Plan and the terms and conditions of <br>
  the Option Agreement. Any such Re-Load Option (i) shall be for a number of <br>
  shares equal to the number of shares surrendered as part or all of the exercise
  <br>
  price of such Option; (ii) shall have an expiration date which is the same as
  the <br>
  expiration date of the Option the exercise of which gave rise to such Re-Load
  <br>
  Option; and (iii) shall have an exercise price which is equal to one hundred
  percent <br>
  (100%) of the Fair Market Value of the Common Stock subject to the Re-Load <br>
  Option on the date of exercise of the original Option or, in the case of a Re-Load
  <br>
  Option which is an Incentive Stock Option and which is granted to a 10% stockholder
  <br>
  (as described in subsection 5(b)), shall have an exercise price which is equal
  to one <br>
  hundred ten percent (110%) of the Fair Market Value of the stock subject to
  the <br>
  Re-Load Option on the date of exercise of the original Option.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Any such Re-Load Option
  may be an Incentive Stock Option or a Nonstatutory <br>
  Stock Option, as the Board or Committee may designate at the time of the <br>
  grant of the original Option; provided, however, that the designation of any
  <br>
  Re-Load Option as an Incentive Stock Option shall be subject to the one <br>
  hundred thousand dollar ($100,000) annual limitation on exercisability of <br>
  Incentive Stock Options described in subsection 12(d) of the Plan and in <br>
  Section 422(d) of the Code. There shall be no Re-Load Options on a Re-Load <br>
  Option. Any such Re-Load Option shall be subject to the availability of sufficient
  <br>
  shares under subsection 4(a) and shall be subject to such other terms and <br>
  conditions as the Board or Committee may determine.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>TERMS OF STOCK BONUSES
  AND PURCHASES OF RESTRICTED STOCK.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Each stock bonus or restricted
  stock purchase agreement shall be in such form <br>
  and shall contain such terms and conditions as the Board or the Committee shall
  <br>
  deem appropriate. The terms and conditions of stock bonus or restricted stock
  <br>
  purchase agreements may change from time to time, and the terms and conditions
  <br>
  of separate agreements need not be identical, but each stock bonus or restricted
  <br>
  stock purchase agreement shall include (through incorporation of provisions
  hereof <br>
  by reference in the agreement or otherwise) the substance of each of the following
  <br>
  provisions as appropriate:</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Purchase Price.</b> The
  purchase price under each restricted stock purchase <br>
  agreement shall be such amount as the Board or Committee shall determine <br>
  and designate in such agreement, but in no event shall the purchase price be
  <br>
  less than eighty-five percent (85%) of the stock's Fair Market Value on the
  date <br>
  such award is made. Notwithstanding the foregoing, the Board or the Committee
  <br>
  may determine that eligible participants in the Plan may be awarded stock <br>
  pursuant to a stock bonus agreement in consideration for past services actually
  <br>
  rendered to the Company or for its benefit.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Transferability.</b>
  No rights under a stock bonus or restricted stock purchase <br>
  agreement shall be transferable except by will or the laws of descent and distribution
  <br>
  or pursuant to a domestic relations order satisfying the requirements of Rule
  16b-3 <br>
  and any administrative interpretations or pronouncements thereunder, so long
  as <br>
  stock awarded under such agreement remains subject to the terms of the agreement.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Consideration.</b> The
  purchase price of stock acquired pursuant to a stock purchase <br>
  agreement shall be paid either: (i) in cash at the time of purchase; (ii) at
  the discretion <br>
  of the Board or the Committee, according to a deferred payment or other arrangement
  <br>
  with the person to whom the stock is sold; or (iii) in any other form of legal
  consideration <br>
  that may be acceptable to the Board or the Committee in their discretion. <br>
  Notwithstanding the foregoing, the Board or the Committee to which administration
  <br>
  of the Plan has been delegated may award stock pursuant to a stock bonus <br>
  agreement in consideration for past services actually rendered to the Company
  <br>
  or for its benefit.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Vesting.</b> Shares of
  stock sold or awarded under the Plan may, but need not, <br>
  be subject to a repurchase option in favor of the Company in accordance with
  <br>
  a vesting schedule to be determined by the Board or the Committee.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Termination of Employment
  or Relationship as a Director or Consultant.</b> <br>
  In the event a Participant's Continuous Status as an Employee, Director or <br>
  Consultant terminates, the Company may repurchase or otherwise reacquire <br>
  any or all of the shares of stock held by that person which have not vested
  <br>
  as of the date of termination under the terms of the stock bonus or restricted
  <br>
  stock purchase agreement between the Company and such person.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b> STOCK APPRECIATION RIGHTS.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Board or Committee shall
  have full power and authority, exercisable in its <br>
  sole discretion, to grant Stock Appreciation Rights under the Plan to Employees
  <br>
  or Directors of or Consultants to, the Company or its Affiliates. To exercise
  any <br>
  outstanding Stock Appreciation Right, the holder must provide written notice
  of <br>
  exercise to the Company in compliance with the provisions of the Stock Award
  <br>
  Agreement evidencing such right. Except as provided in subsection 5(c), no <br>
  limitation shall exist on the aggregate amount of cash payments the Company
  <br>
  may make under the Plan in connection with the exercise of a Stock Appreciation
  Right.</font></p>
<blockquote>
  <p><font face="Arial, Helvetica, sans-serif" size="2">Three types of Stock Appreciation
    Rights shall be authorized for issuance under the Plan:</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2"><b>Tandem Stock Appreciation
    Rights.</b> Tandem Stock Appreciation Rights will <br>
    be granted appurtenant to an Option, and shall, except as specifically set
    forth <br>
    in this Section 8, be subject to the same terms and conditions applicable
    to the <br>
    particular Option grant to which it pertains. Tandem Stock Appreciation Rights
    <br>
    will require the holder to elect between the exercise of the underlying Option
    for <br>
    shares of stock and the surrender, in whole or in part, of such Option for
    an <br>
    appreciation distribution. The appreciation distribution payable on the exercised
    <br>
    Tandem Right shall be in cash (or, if so provided, in an equivalent number
    of shares <br>
    of stock based on Fair Market Value on the date of the Option surrender) in
    an<br>
    amount up to the excess of (A) the Fair Market Value (on the date of the <br>
    Option surrender) of the number of shares of stock covered by that portion
    <br>
    of the surrendered Option in which the Optionee is vested over (B) the <br>
    aggregate exercise price payable for such vested shares.</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2"><b>Concurrent Stock Appreciation
    Rights.</b> Concurrent Rights will be granted <br>
    appurtenant to an Option and may apply to all or any portion of the shares
    <br>
    of stock subject to the underlying Option and shall, except as specifically
    <br>
    set forth in this Section 8, be subject to the same terms and conditions <br>
    applicable to the particular Option grant to which it pertains. A Concurrent
    <br>
    Right shall be exercised automatically at the same time the underlying <br>
    Option is exercised with respect to the particular shares of stock to which
    <br>
    the Concurrent Right pertains. The appreciation distribution payable on an
    <br>
    exercised Concurrent Right shall be in cash (or, if so provided, in an equivalent
    <br>
    number of shares of stock based on Fair Market Value on the date of the exercise
    <br>
    of the Concurrent Right) in an amount equal to such portion as shall be determined
    <br>
    by the Board or the Committee at the time of the grant of the excess of (A)
    the <br>
    aggregate Fair Market Value (on the date of the exercise of the Concurrent
    Right) <br>
    of the vested shares of stock purchased under the underlying Option which
    have <br>
    Concurrent Rights appurtenant to them over (B) the aggregate exercise price
    paid <br>
    for such shares.</font></p>
  <p><font face="Arial, Helvetica, sans-serif" size="2"><b>Independent Stock Appreciation
    Rights.</b> Independent Rights will be granted <br>
    independently of any Option and shall, except as specifically set forth in
    this <br>
    Section 8, be subject to the same terms and conditions applicable to <br>
    Nonstatutory Stock Options as set forth in Section 6. They shall be <br>
    denominated in share equivalents. The appreciation distribution payable <br>
    on the exercised Independent Right shall be not greater than an amount <br>
    equal to the excess of (A) the aggregate Fair Market Value (on the date <br>
    of the exercise of the Independent Right) of a number of shares of Company
    <br>
    stock equal to the number of share equivalents in which the holder is vested
    <br>
    under such Independent Right, and with respect to which the holder is exercising
    <br>
    the Independent Right on such date, over (B) the aggregate Fair Market Value
    <br>
    (on the date of the grant of the Independent Right) of such number of shares
    of <br>
    Company stock. The appreciation distribution payable on the exercised Independent
    <br>
    Right shall be in cash or, if so provided, in an equivalent number of shares
    of stock <br>
    based on Fair Market Value on the date of the exercise of the Independent
    Right.</font></p>
</blockquote>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>CANCELLATION AND RE-GRANT
  OF OPTIONS.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Board or the Committee
  shall have the authority to effect, at any time and from <br>
  time to time, (i) the repricing of any outstanding Options and/or any Stock
  <br>
  Appreciation Rights under the Plan and/or (ii) with the consent of the affected
  <br>
  holders of Options and/or Stock Appreciation Rights, the cancellation of any
  <br>
  outstanding Options and/or any Stock Appreciation Rights under the Plan and
  <br>
  the grant in substitution therefor of new Options and/or Stock Appreciation
  Rights <br>
  under the Plan covering the same or different numbers of shares of stock, but
  <br>
  having an exercise price per share not less than eighty-five percent (85%) of
  the <br>
  Fair Market Value (one hundred percent (100%) of the Fair Market Value in the
  <br>
  case of an Incentive Stock Option or, in the case of an Incentive Stock Option
  of <br>
  a 10% stockholder (as described in subsection 5(b)), not less than one hundred
  <br>
  ten percent (110%) of the Fair Market Value) per share of stock on the new grant
  <br>
  date. Notwithstanding the foregoing, the Board or the Committee may grant an
  <br>
  Option or Stock Appreciation Right with an exercise price lower than that set
  <br>
  forth above if such Option or Stock Appreciation Right is granted as part of
  a <br>
  transaction to which section 424(a) of the Code applies.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Shares subject to an Option
  or Stock Appreciation Right canceled under this <br>
  Section 9 shall continue to be counted against the maximum award of Options
  <br>
  and Stock Appreciation Rights permitted to be granted pursuant to subsection
  5(c) <br>
  of the Plan. The repricing of an Option and/or Stock Appreciation Right under
  this <br>
  Section 9, resulting in a reduction of the exercise price, shall be deemed to
  be a <br>
  cancellation of the original Option and/or Stock Appreciation Right and the
  grant <br>
  of a substitute Option and/or Stock Appreciation Right; in the event of such
  repricing, <br>
  both the original and the substituted Options and Stock Appreciation Rights
  shall <br>
  be counted against the maximum awards of Options and Stock Appreciation Rights
  <br>
  permitted to be granted pursuant to subsection 5(c) of the Plan. The provisions
  of <br>
  this subsection 9(b) shall be applicable only to the extent required by Section
  <br>
  162(m) of the Code.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>COVENANTS OF THE COMPANY.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">During the terms of the
  Stock Awards, the Company shall keep available at all <br>
  times the number of shares of stock required to satisfy such Stock Awards.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Company shall seek to
  obtain from each regulatory commission or agency <br>
  having jurisdiction over the Plan such authority as may be required to issue
  and <br>
  sell shares of stock upon exercise of the Stock Award; provided, however, that
  <br>
  this undertaking shall not require the Company to register under the Securities
  <br>
  Act either the Plan, any Stock Award or any stock issued or issuable pursuant
  <br>
  to any such Stock Award. If, after reasonable efforts, the Company is unable
  to <br>
  obtain from any such regulatory commission or agency the authority which <br>
  counsel for the Company deems necessary for the lawful issuance and sale <br>
  of stock under the Plan, the Company shall be relieved from any liability for
  <br>
  failure to issue and sell stock upon exercise of such Stock Awards unless <br>
  and until such authority is obtained.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>USE OF PROCEEDS FROM
  STOCK.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Proceeds from the sale of
  stock pursuant to Stock Awards shall constitute <br>
  general funds of the Company.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>MISCELLANEOUS.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Board shall have the
  power to accelerate the time at which a Stock <br>
  Award may first be exercised or the time during which a Stock Award or <br>
  any part thereof will vest pursuant to subsection 6(e), 7(d) or 8(b), <br>
  notwithstanding the provisions in the Stock Award stating the time at <br>
  which it may first be exercised or the time during which it will vest.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Neither an Employee, Director
  or Consultant nor any person to whom a <br>
  Stock Award is transferred under subsection 6(d), 7(b), or 8(b) shall be <br>
  deemed to be the holder of, or to have any of the rights of a holder with <br>
  respect to, any shares subject to such Stock Award unless and until such <br>
  person has satisfied all requirements for exercise of the Stock Award <br>
  pursuant to its terms.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Nothing in the Plan or any
  instrument executed or Stock Award granted <br>
  pursuant thereto shall confer upon any Employee, Director, Consultant <br>
  or other holder of Stock Awards any right to continue in the employ of <br>
  the Company or any Affiliate (or to continue acting as a Director or Consultant<br>
  ) or shall affect the right of the Company or any Affiliate to terminate the<br>
  employment or relationship as a Director or Consultant of any Employee, <br>
  Director, Consultant or other holder of Stock Awards with or without cause.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">To the extent that the aggregate
  Fair Market Value (determined at the time <br>
  of grant) of stock with respect to which Incentive Stock Options granted after
  <br>
  1986 are exercisable for the first time by any Optionee during any calendar
  <br>
  year under all plans of the Company and its Affiliates exceeds one hundred <br>
  thousand dollars ($100,000), the Options or portions thereof which exceed <br>
  such limit (according to the order in which they were granted) shall be <br>
  treated as Nonstatutory Stock Options.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Company may require
  any person to whom a Stock Award is granted, <br>
  or any person to whom a Stock Award is transferred pursuant to <br>
  subsection 6(d), 7(b) or 8(b), as a condition of exercising or acquiring <br>
  stock under any Stock Award, (1) to give written assurances satisfactory <br>
  to the Company as to such person's knowledge and experience in financial <br>
  and business matters and/or to employ a purchaser representative reasonably
  <br>
  satisfactory to the Company who is knowledgeable and experienced in financial
  <br>
  and business matters, and that he or she is capable of evaluating, alone or
  <br>
  together with the purchaser representative, the merits and risks of exercising
  <br>
  the Stock Award; and (2) to give written assurances satisfactory to the Company
  <br>
  stating that such person is acquiring the stock subject to the Stock Award for
  <br>
  such person's own account and not with any present intention of selling or <br>
  otherwise distributing the stock. The foregoing requirements, and any assurances
  <br>
  given pursuant to such requirements, shall be inoperative if (i) the issuance
  of <br>
  the shares upon the exercise or acquisition of stock under the Stock Award has
  <br>
  been registered under a then currently effective registration statement under
  the <br>
  Securities Act of 1933, as amended (the &quot;Securities Act&quot;), or (ii)
  as to any particular <br>
  requirement, a determination is made by counsel for the Company that such requirement
  <br>
  need not be met in the circumstances under the then applicable securities laws.
  The Company <br>
  may, upon advice of counsel to the Company, place legends on stock certificates
  issued under <br>
  the Plan as such counsel deems necessary or appropriate in order to comply with
  applicable <br>
  securities laws, including, but not limited to, legends restricting the transfer
  of the stock.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">To the extent provided by
  the terms of a Stock Award Agreement, the person to whom a <br>
  Stock Award is granted may satisfy any federal, state or local tax withholding
  obligation <br>
  relating to the exercise or acquisition of stock under a Stock Award by any
  of the following <br>
  means or by a combination of such means: (1) tendering a cash payment; (2) authorizing
  <br>
  the Company to withhold shares from the shares of the common stock otherwise
  issuable <br>
  to the participant as a result of the exercise or acquisition of stock under
  the Stock Award; <br>
  or (3) delivering to the Company owned and unencumbered shares of the common
  <br>
  stock of the Company.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>ADJUSTMENTS UPON CHANGES
  IN STOCK.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">If any change is made in
  the stock subject to the Plan, or subject to any Stock Award <br>
  (through merger, consolidation, reorganization, recapitalization, stock dividend,
  dividend <br>
  in property other than cash, stock split, liquidating dividend, combination
  of shares, <br>
  exchange of shares, change in corporate structure or otherwise), the Plan will
  be <br>
  appropriately adjusted in the class(es) and maximum number of shares subject
  <br>
  to the Plan pursuant to subsection 4(a) and the maximum number of shares <br>
  subject to award to any person during any calendar year pursuant to subsection
  <br>
  5(c), and the outstanding Stock Awards will be appropriately adjusted in the
  <br>
  class(es) and number of shares and price per share of stock subject to such
  <br>
  outstanding Stock Awards.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">In the event of: (1) a dissolution,
  liquidation or sale of substantially all of the <br>
  assets of the Company; (2) a merger or consolidation in which the Company <br>
  is not the surviving corporation; or (3) a reverse merger in which the Company
  <br>
  is the surviving corporation but the shares of the Company's common stock <br>
  outstanding immediately preceding the merger are converted by virtue of the
  <br>
  merger into other property, whether in the form of securities, cash or otherwise,
  <br>
  then to the extent permitted by applicable law: (i) any surviving corporation
  shall <br>
  assume any Stock Awards outstanding under the Plan or shall substitute similar
  <br>
  Stock Awards for those outstanding under the Plan, or (ii) such Stock Awards
  <br>
  shall continue in full force and effect. In the event any surviving corporation
  <br>
  refuses to assume or continue such Stock Awards, or to substitute similar <br>
  options for those outstanding under the Plan, then, with respect to Stock <br>
  Awards held by persons then performing services as Employees, Directors <br>
  or Consultants, the time during which such Stock Awards may be exercised <br>
  shall be accelerated and the Stock Awards terminated if not exercised prior
  <br>
  to such event.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>AMENDMENT OF THE PLAN
  AND STOCK AWARDS.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Board at any time, and
  from time to time, may amend the Plan. However, <br>
  except as provided in Section 13 relating to adjustments upon changes in stock,
  <br>
  no amendment shall be effective unless approved by the stockholders of the Company
  <br>
  to the extent stockholder approval is necessary for the Plan to satisfy the
  requirements <br>
  of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange
  listing <br>
  requirements.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Board may in its sole
  discretion submit any other amendment to the Plan for <br>
  stockholder approval, including, but not limited to, amendments to the Plan
  intended <br>
  to satisfy the requirements of Section 162(m) of the Code and the regulations
  promulgated <br>
  thereunder regarding the exclusion of performance-based compensation from the
  limit on <br>
  corporate deductibility of compensation paid to certain executive officers.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">It is expressly contemplated
  that the Board may amend the Plan in any respect the <br>
  Board deems necessary or advisable to provide eligible Employees, Directors
  or <br>
  Consultants with the maximum benefits provided or to be provided under the <br>
  provisions of the Code and the regulations promulgated thereunder relating to
  <br>
  Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options
  <br>
  granted under it into compliance therewith.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Rights and obligations under
  any Stock Award granted before amendment of the <br>
  Plan shall not be impaired by any amendment of the Plan unless (i) the Company
  <br>
  requests the consent of the person to whom the Stock Award was granted and <br>
  (ii) such person consents in writing.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Board at any time, and
  from time to time, may amend the terms of any <br>
  one or more Stock Award; provided, however, that the rights and obligations
  <br>
  under any Stock Award shall not be impaired by any such amendment unless <br>
  (i) the Company requests the consent of the person to whom the <br>
  Stock Award was granted and (ii) such person consents in writing.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>TERMINATION OR SUSPENSION
  OF THE PLAN.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Board may suspend or
  terminate the Plan at any time. Unless sooner <br>
  terminated, the Plan shall terminate on April 17, 2005, which shall be within
  <br>
  ten (10) years from the date the Plan is adopted by the Board or approved by
  <br>
  the stockholders of the Company, whichever is earlier. No Stock Awards may <br>
  be granted under the Plan while the Plan is suspended or after it is terminated.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Rights and obligations under
  any Stock Award granted while the Plan is in effect <br>
  shall not be impaired by suspension or termination of the Plan, except with
  the <br>
  consent of the person to whom the Stock Award was granted.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>EFFECTIVE DATE OF PLAN.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Plan shall become effective
  as determined by the Board, but no Stock <br>
  Awards granted under the Plan shall be exercised unless and until the <br>
  Plan has been approved by the stockholders of the Company, which <br>
  approval shall be within twelve (12) months before or after the date the <br>
  Plan is adopted by the Board.</font></p>
<p align="right"> <font face="Arial, Helvetica, sans-serif" size="2"><br>
  </font></p>
<p align="right"><font face="Arial, Helvetica, sans-serif" size="2"> <b>EXHIBIT
  99.2</b></font></p>
<p align="center"><font face="Arial, Helvetica, sans-serif" size="2"><b>CLICKACTION
  INC.</b></font></p>
<p align="center"><b><font face="Arial, Helvetica, sans-serif" size="2">1998 NON-OFFICER
  STOCK OPTION PLAN<br>
  As Adopted Effective on November 13, 1998<br>
  Stockholder Approval Not Required<br>
  As Amended and Restated by the Board through March 2000<br>
  Termination Date: November 12, 2013</font></b></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>PURPOSES.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The purpose of the Plan
  is to provide a means by which selected Employees <br>
  (including Officers) and Consultants may be given an opportunity to benefit
  <br>
  from increases in value of the common stock of the Company <br>
  (&quot;Common Stock&quot;) through the granting of Nonstatutory Stock Options.
  <br>
  Only Nonstatutory Stock Options may be granted hereunder.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Company, by means of
  the Plan, seeks to retain the services of persons <br>
  who are eligible to receive Options, to secure and retain the services of such
  <br>
  persons and to provide incentives for such persons to exert maximum efforts
  <br>
  for the success of the Company and its Affiliates.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>DEFINITIONS.</b> As used
  herein, the following definitions shall apply:</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Affiliate&quot;</b>
  shall mean any parent corporation or subsidiary corporation <br>
  of the Company, whether now or hereafter existing, as those terms are <br>
  defined in Sections 424(e) and (f) respectively, of the Code, or such <br>
  other parent corporation or subsidiary corporation designated by the Board.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Board&quot;</b>
  shall mean the Board of Directors of the Company.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Code&quot;</b>
  shall mean the Internal Revenue Code of 1986, as amended.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Committee&quot;
  </b>shall mean a committee of one or more members of the Board <br>
  appointed by the Board in accordance with the provisions of the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Common Stock&quot;</b>
  shall mean the Common Stock of the Company.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Company&quot;</b>
  shall mean ClickAction Inc., a Delaware corporation.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Consultant&quot;</b>
  shall mean any person, including an advisor, (i) engaged by the <br>
  Company or an Affiliate to render consulting or advisory services and who is
  <br>
  compensated for such services. However, the term &quot;Consultant&quot; shall
  not <br>
  include either Directors who are not compensated by the Company for their <br>
  services as Directors or Directors who are merely paid a director's fee by the
  <br>
  Company for their services as Directors. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"> <b>&quot;Continuous Service&quot;</b>
  shall mean the absence of any interruption or <br>
  termination of service to the Company or an Affiliate, whether as an Employee,
  <br>
  Director or Consultant. The Board or the Chief Executive Officer of the Company
  <br>
  may determine, in that party's sole discretion, whether Continuous Service shall
  <br>
  be considered interrupted in the case of: (i) any leave of absence approved
  by the <br>
  Board or the Chief Executive Officer of the Company, including sick leave, <br>
  military leave, or any other personal leave; or (ii) transfers between the Company,
  <br>
  Affiliates or their successors.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Director&quot;</b>
  shall mean a member of the Board.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Disability&quot;</b>
  shall mean the inability of a person, in the opinion of a qualified <br>
  physical acceptable to the Company, to perform the major duties of that <br>
  person's position with the Company or an Affiliate of the Company because <br>
  of the sickness or injury of the person.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Employee&quot;</b>
  shall mean any person employed by the Company or by any <br>
  Affiliate. Mere service as a Director or payment of a director's fee by the
  <br>
  Company or an Affiliate shall not be sufficient to constitute &quot;employment&quot;
  <br>
  by the Company or an Affiliate.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Exchange Act&quot;</b>
  shall mean the Securities Exchange Act of 1934, as amended.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Fair Market Value&quot;</b>
  means, as of any date, the value of the Common Stock <br>
  of the Company determined as follows:<br>
  (i) If the Common Stock is listed on any established stock exchange, <br>
  or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, <br>
  the Fair Market Value of a share of Common Stock shall be the closing sales
  <br>
  price for such stock (or the closing bid, if no sales were reported) as quoted
  <br>
  on such exchange or market (or the exchange or market with the greatest <br>
  volume of trading in Common Stock) on the trading day prior to the day of <br>
  determination, as reported in The Wall Street Journal or such other source as
  <br>
  the Board deems reliable;<br>
  (ii) In the absence of such markets for the Common Stock, the Fair Market <br>
  Value shall be determined in good faith by the Board.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Nonstatutory Stock
  Option&quot;</b> shall mean an Option not intended to qualify <br>
  as an incentive stock option within the meaning of Section 422 of the Code <br>
  and the regulations promulgated thereunder.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Officer&quot;</b>
  means a person who possesses the authority of an &quot;officer&quot; as that
  <br>
  term is used in Rule 4460(i)(1)(A) of the Rules of the National Association
  of <br>
  Securities Dealers, Inc. For purposes of the Plan, a person in the position
  of <br>
  &quot;Vice President&quot; or higher shall be classified as an &quot;Officer&quot;
  unless the Board <br>
  or Committee expressly finds that such person does not possess the authority
  <br>
  of an &quot;officer&quot; as that term is used in Rule 4460(i)(1)(A) of the
  Rules of the <br>
  National Association of Securities Dealers, Inc.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Option&quot;</b>
  shall mean a Nonstatutory Stock Option granted pursuant to the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Option Agreement&quot;</b>
  shall mean a written agreement between the Company <br>
  and an Optionholder evidencing the terms and conditions of an individual <br>
  Option grant. Each Option Agreement shall be subject to the terms and <br>
  conditions of the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Optionholder&quot;</b>
  shall mean an Employee or Consultant who receives an <br>
  Option pursuant to the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Plan&quot;</b>
  shall mean this ClickAction Inc. 1998 Non-Officer Stock Option Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Rule 16b-3&quot;</b>
  shall mean Rule 16b-3 promulgated under the Exchange Act <br>
  or any successor to Rule 16b-3, as in effect from time to time.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>&quot;Securities Act&quot;</b>
  shall mean the Securities Act of 1933, as amended.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>STOCK SUBJECT TO THE
  PLAN.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Subject</font><b><font face="Arial, Helvetica, sans-serif" size="2">
  </font></b><font face="Arial, Helvetica, sans-serif" size="2">to the provisions
  of Section 11 of the Plan, the maximum aggregate <br>
  number of shares which may be optioned and sold under the Plan is eight <br>
  hundred sixty-five thousand (865,000) shares of Common Stock. The shares <br>
  of Common Stock subject to the Plan may be authorized, but unissued, or <br>
  reacquired Common Stock. If an Option should expire or become unexercisable
  <br>
  for any reason without having been exercised in full, the unpurchased shares
  of <br>
  Common Stock that were subject thereto shall, unless the Plan shall have been
  <br>
  terminated, become available for future grant under the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>ADMINISTRATION OF THE
  PLAN.</b></font></p>
<p><b><font face="Arial, Helvetica, sans-serif" size="2">Procedure.</font></b><font face="Arial, Helvetica, sans-serif" size="2">
  The Plan shall be administered by the Board. The Board may appoint <br>
  a Committee consisting of not less than two (2) members of the Board to administer
  <br>
  the Plan on behalf of the Board, subject to such terms and conditions as the
  Board <br>
  may prescribe. At the discretion of the Board, the Committee may consist solely
  of <br>
  two or more Non-Employee Directors in accordance with Rule 16b-3. Once appointed,
  <br>
  the Committee shall continue to serve until otherwise directed by the Board.
  From time <br>
  to time the Board may increase the size of the Committee and appoint additional
  <br>
  members thereof, remove members (with or without cause), and appoint new members
  <br>
  in substitution therefor, fill vacancies however caused and remove all members
  of the <br>
  Committee, and thereafter directly administer the Plan. Notwithstanding anything
  in this <br>
  Section 4 to the contrary, at any time the Board or the Committee may delegate
  to a <br>
  committee of one or more members of the Board who are not Non-Employee Directors
  <br>
  the authority to grant Options to all Employees and Consultants who are not
  then subject <br>
  to Section 16 of the Exchange Act. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Powers of the Board.</b>
  Subject to the provisions of the Plan, the Board shall have such <br>
  authority with regard to the Plan and the options as determined by the Board,
  including <br>
  the authority, in its discretion: (i) to grant options under the Plan, provided,
  however, <br>
  that only nonstatutory options may be granted under the Plan; (ii) to determine,
  upon <br>
  review of relevant information and in accordance with subsection 2(l) of the
  Plan, the <br>
  Fair Market Value of the Common Stock; (iii) to determine the exercise price
  per share <br>
  of Options to be granted, which exercise price shall be determined in accordance
  with <br>
  subsection 8(a) of the Plan; (iv) to determine the Employees or Consultants
  to whom, <br>
  and the time or times at which, Options shall be granted and the number of shares
  of <br>
  Common Stock to be represented by each Option, provided that no Options may
  be <br>
  granted to persons who are neither Employees nor Consultants; (v) to interpret
  the Plan; <br>
  (vi) to prescribe, amend and rescind rules and regulations relating to the Plan;
  (vii) to <br>
  determine the terms and provisions of each Option granted (which need not be
  identical) <br>
  in accordance with the Plan, and, with the consent of the holder thereof with
  respect to <br>
  any adverse change, modify or amend each Option; (viii) to accelerate or defer
  (the latter <br>
  with the consent of the Optionholder) the exercise date and vesting of any Option;
  <br>
  (ix) to authorize any person to execute on behalf of the Company any instrument
  <br>
  required to effectuate the grant of an Option previously granted by the Board;
  and<br>
  (x) to make all other determinations deemed necessary or advisable for the <br>
  administration of the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Effect of Board's Decision.</b>
  All decisions, determinations and interpretations <br>
  of the Board shall be final and binding on all Optionholders and any other <br>
  holders of any Options granted under the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>ELIGIBILITY.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Options may be granted only
  to Employees (including Officers) or Consultants <br>
  as defined in Section 2 hereof. An Optionholder who has been granted an Option
  <br>
  may, if he or she is otherwise eligible, be granted an additional Option or
  Options. <br>
  Notwithstanding the foregoing, the aggregate number of shares of Common Stock
  <br>
  issued pursuant to Options granted to Officers cannot exceed forty percent (40%)
  <br>
  of the number of shares of Common Stock reserved for issuance under the Plan
  <br>
  as determined at the time of each issuance to an Officer, except that there
  shall <br>
  be excluded from this calculation shares of Common Stock issued to Officers
  <br>
  not previously employed by the Company pursuant to Options granted as an<br>
  inducement essential to such individuals entering into employment contracts
  <br>
  with the Company.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Plan shall not confer
  upon any Optionholder any right with respect to <br>
  continuation of employment or consultancy by the Company, nor shall it <br>
  interfere in any way with the Optionholder's right or the Company's right to
  <br>
  terminate the Optionholder's employment at any time or the Optionholder's <br>
  consultancy pursuant to the terms of the Consultant's agreement with <br>
  the Company.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>TERM OF THE PLAN.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Plan shall become effective
  upon its adoption by the Board. It shall <br>
  continue in effect for a term of fifteen (15) years unless sooner terminated
  <br>
  under Section 13 of the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>TERM OF OPTION.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The term of each Option
  shall be ten (10) years from the date of grant thereof <br>
  or such shorter term as may be provided in the Option Agreement.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>EXERCISE PRICE, CONSIDERATION
  AND VESTING.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Exercise Price.</b> The
  exercise price per share of the shares of Common Stock <br>
  to be issued pursuant to exercise of an Option shall be no less than eighty-five
  <br>
  percent (85%) of the Fair Market Value per share on the date of grant.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Consideration.</b> The
  consideration to be paid for the shares of Common Stock <br>
  to be issued upon exercise of an Option, including the method of payment, <br>
  shall be determined by the Board and may consist entirely of (i) cash or check;
  <br>
  (ii) promissory note (except that payment of the Common Stock's &quot;par value&quot;,
  <br>
  as defined in the Delaware General Corporation Law, shall not be made by <br>
  deferred payment); (iii) other shares of Common Stock having a Fair Market <br>
  Value on the date of surrender equal to the aggregate exercise price of the
  <br>
  shares of Common Stock as to which the Option shall be exercised, including
  <br>
  by delivering to the Company an attestation of ownership of owned and <br>
  unencumbered shares of Common Stock in a form approved by the Company; <br>
  (iv) payment pursuant to a program developed under Regulation T as promulgated
  <br>
  by the Federal Reserve Board which, prior to the issuance of Common Stock, <br>
  results in either the receipt of cash (or check) by the Company or the receipt
  <br>
  of irrevocable instructions to pay the aggregate exercise price to the Company
  <br>
  from the sales proceeds; (v) any combination of such methods of payment; <br>
  or (vi) such other consideration and method of payment for the issuance of <br>
  shares of Common Stock to the extent permitted under applicable law. In <br>
  making its determination as to the type of consideration to accept, the Board
  <br>
  shall consider if acceptance of such consideration may be reasonably expected
  <br>
  to benefit the Company. Unless otherwise specifically provided in the Option
  <br>
  Agreement, the purchase price of Common Stock acquired pursuant to an <br>
  Option that is paid by delivery to the Company of other Common Stock acquired,
  <br>
  directly or indirectly from the Company, shall be paid only by shares of Common
  <br>
  Stock that have been held for more than six (6) months (or such longer or shorter
  <br>
  period of time required to avoid a charge to earnings for financial accounting
  <br>
  purposes). </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Vesting.</b> The total
  number of shares of Common Stock subject to an Option <br>
  may, but need not, be allotted in periodic installments (which may, but <br>
  need not, be equal). The Option Agreement may provide that, from time <br>
  to time during each of such installment periods, the Option may become <br>
  exercisable (&quot;vest&quot;) with respect to some or all of the shares of
  Common <br>
  Stock allotted to that period, and may be exercised with respect to some <br>
  or all of the shares of Common Stock allotted to such period and/or any <br>
  prior period as to which the Option became vested but was not fully <br>
  exercised. The Option may be subject to such other terms and conditions <br>
  on the time or times when it may be exercised (which may be based on <br>
  performance or other criteria) as the Board may deem appropriate. <br>
  The provisions of this subsection 8(c) are subject to any Option <br>
  provisions governing the minimum number of shares of Common Stock <br>
  as to which an Option may be exercised. </font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>EXERCISE OF OPTION.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Procedure for Exercise;
  Rights as a Stockholder.</b> Any Option granted <br>
  hereunder shall be exercisable at such times and under such conditions <br>
  as determined by the Board, including performance criteria with respect <br>
  to the Company and/or the Optionholder, and as shall be permissible under the
  terms of the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">An Option may not be exercised
  for a fraction of a share of Common Stock.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">An Option shall be deemed
  to be exercised when written notice of such exercise <br>
  has been given to the Company in accordance with the terms of the Option by
  the <br>
  person entitled to exercise the Option and full payment for the shares of Common
  <br>
  Stock with respect to which the Option is exercised has been received by the
  Company. <br>
  Full payment may, as authorized by the Board, consist of any consideration and
  <br>
  method of payment allowable under subsection 8(b) of the Plan. Until the issuance
  <br>
  (as evidenced by the appropriate entry on the books of the Company or of a duly
  <br>
  authorized transfer agent of the Company) of the stock certificate evidencing
  such <br>
  shares of Common Stock, no right to vote or receive dividends or any other rights
  <br>
  as a stockholder shall exist with respect to the shares of Common Stock covered
  <br>
  by the Option, notwithstanding the exercise of the Option. No adjustment will
  be <br>
  made for a dividend or other right for which the record date is prior to the
  date <br>
  the stock certificate is issued, except as provided in Section 11 of the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Exercise of an Option in
  any manner shall result in a decrease in the number of <br>
  shares of Common Stock that thereafter may be available, both for purposes of
  <br>
  the Plan and for sale under the Option, by the number of shares of Common <br>
  Stock as to which the Option is exercised.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Option may, but need
  not, include a provision whereby the Optionholder <br>
  may elect to exercise at any time while an Employee or Consultant (or <br>
  while an officer or director of the Company) the Option as to any part or <br>
  all of the shares of Common Stock subject to the Option, subject to a <br>
  repurchase right in favor of the Company on such terms as the Board <br>
  shall establish.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Termination of Continuous
  Service.</b> In the event an Optionholder's <br>
  Continuous Service terminates for any reason other than upon the <br>
  Optionholder's death or Disability, the Optionholder may, but only within<br>
  three (3) months (or such other period of time as is determined by the Board)
  <br>
  after the date the Optionholder's Continuous Service terminates, exercise the
  <br>
  Option to the extent that the Optionholder was entitled to exercise it at the
  <br>
  date of such termination. To the extent that the Optionholder was not entitled
  <br>
  to exercise the Option at the date of such termination, or if the Optionholder
  <br>
  does not exercise such Option (which the Optionholder was entitled to exercise)
  <br>
  within the time specified herein, the Option shall terminate.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Extension of Termination
  Date.</b> An Optionholder's Option Agreement may <br>
  also provide that if the exercise of the Option following the termination of
  the <br>
  Optionholder's Continuous Service (other than upon the Optionholder's death
  <br>
  or Disability) would be prohibited at any time solely because the issuance of
  <br>
  shares of Common Stock would violate the registration requirements under <br>
  the Securities Act, then the Option shall terminate on the earlier of (i) the
  <br>
  expiration of the term of the Option set forth in the Option Agreement, or<br>
  (ii) the expiration of a period of three (3) months after the termination of
  <br>
  the Optionholder's Continuous Service during which the exercise of the <br>
  Option would not be in violation of such registration requirements.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Death of Optionholder.</b>
  In the event an Optionholder's Continuous Service <br>
  terminates as a result of the Optionholder's death, the Option may be exercised
  <br>
  at any time within eighteen (18) months (or such other period of time as is
  <br>
  determined by the Board) following the date of death, by the Optionholder's
  <br>
  estate or by a person who acquired the right to exercise the Option by bequest
  <br>
  or inheritance, to the extent that the Optionholder was entitled to exercise
  it <br>
  at the date of such termination. To the extent that the Optionholder was not
  <br>
  entitled to exercise the Option at the date of such termination, or if the Option
  <br>
  is not exercised (to the extent the Optionholder was entitled to exercise) <br>
  within the time specified herein, the Option shall terminate.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Disability of Optionholder.</b>
  In the event that the Continuous Service of an <br>
  Optionholder terminates as a result of the Optionholder's Disability, the <br>
  Optionholder may, but only within twelve (12) months (or such other period <br>
  of time as is determined by the Board) after the date the Optionholder's <br>
  Continuous Service terminates on account of such Disability, exercise the <br>
  Option to the extent that the Optionholder was entitled to exercise it at the
  <br>
  date of such termination. To the extent that the Optionholder was not entitled
  <br>
  to exercise the Option at the date of such termination, or if the Optionholder
  <br>
  does not exercise such Option (which the Optionholder was entitled to exercise)
  <br>
  within the time specified herein, the Option shall terminate.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Withholding Obligations.</b>
  To the extent provided by the terms of the Option <br>
  Agreement, an Optionholder may satisfy any federal, state or local tax withholding
  <br>
  obligation relating to the exercise or acquisition of Common Stock under an
  <br>
  Option by any of the following means (in addition to the Company's right to
  <br>
  withhold from any compensation paid to the Participant by the Company) <br>
  or by a combination of such means: (i) tendering a cash payment; (ii) authorizing
  <br>
  the Company to withhold shares of Common Stock from the shares of Common <br>
  Stock otherwise issuable to the Optionholder as a result of the exercise or
  <br>
  acquisition of Common Stock under the Option, provided, however, that no <br>
  shares of Common Stock are withheld with a value exceeding the minimum <br>
  amount of tax required to be withheld by law; or (iii) delivering to the Company
  <br>
  owned and unencumbered shares of Common Stock.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>TRANSFERABILITY OF OPTIONS.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Except as otherwise expressly
  provided in the terms of the Option Agreement, <br>
  the Option may not be sold, pledged, assigned, hypothecated, transferred, or
  <br>
  disposed of in any manner other than by will or by the laws of descent or <br>
  distribution and may be exercised, during the lifetime of the Optionholder,
  <br>
  only by the Optionholder. Notwithstanding the foregoing, the Optionholder <br>
  may, by delivering written notice to the Company, in a form satisfactory to
  <br>
  the Company, designate a third party who, in the event of the death of the <br>
  Optionholder, shall thereafter be entitled to exercise the Option.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>ADJUSTMENTS UPON CHANGES
  IN STOCK.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Capitalization Adjustments.
  </b>If any change is made in the Common Stock <br>
  subject to the Plan, or subject to any Option, without the receipt of <br>
  consideration by the Company (through merger, consolidation, reorganization,
  <br>
  recapitalization, reincorporation, stock dividend, dividend in property other
  <br>
  than cash, stock split, liquidating dividend, combination of shares, exchange
  <br>
  of shares, change in corporate structure or other transaction not involving
  the <br>
  receipt of consideration by the Company), the Plan will be appropriately adjusted
  <br>
  in the class(es) and maximum number of securities subject to the Plan, and the
  <br>
  outstanding Options will be appropriately adjusted in the class(es) and number
  <br>
  of securities and price per share of Common Stock subject to such outstanding
  <br>
  Options. The Board shall make such adjustments, and its determination shall
  be <br>
  final, binding and conclusive. (The conversion of any convertible securities
  of the <br>
  Company shall not be treated as a transaction &quot;without receipt of consideration&quot;
  <br>
  by the Company.)</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Dissolution or Liquidation.</b>
  In the event of a dissolution or liquidation of the <br>
  Company, then all outstanding Options shall terminate immediately prior to <br>
  such event.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Asset Sale, Merger, Consolidation
  or Reverse Merger.</b> In the event of (i) <br>
  a sale, lease or other disposition of all or substantially all of the assets
  of the <br>
  Company, (ii) a merger or consolidation in which the Company is not the surviving
  <br>
  corporation, or (iii) a reverse merger in which the Company is the surviving
  <br>
  corporation but the shares of Common Stock outstanding immediately preceding
  <br>
  the merger are converted by virtue of the merger into other property, whether
  in <br>
  the form of securities, cash or otherwise, then any surviving corporation or
  acquiring <br>
  corporation shall assume any Options outstanding under the Plan or shall substitute
  <br>
  similar Options (including an award to acquire the same consideration paid to
  the <br>
  shareholders in the transaction described in this subsection 11(c) for those
  <br>
  outstanding under the Plan). In the event any surviving corporation or acquiring
  <br>
  corporation refuses to assume such Options or to substitute similar Options
  <br>
  for those outstanding under the Plan, then with respect to Options held by <br>
  Optionholders whose Continuous Service has not terminated, the vesting of such
  <br>
  Options (and, if applicable, the time during which such Options may be exercised)
  <br>
  shall be accelerated in full, and the Options shall terminate if not exercised
  <br>
  (if applicable) at or prior to such event. With respect to any other Options
  <br>
  outstanding under the Plan, such Options shall terminate if not exercised <br>
  (if applicable) prior to such event.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Notwithstanding the foregoing,
  the Board shall at all times have the complete <br>
  and sole discretion to accelerate the vesting and exercisability of some or
  <br>
  all of the shares of Common Stock subject to any or all of then outstanding
  <br>
  Options granted under the Plan and to establish the date as of which any <br>
  such Option shall terminate (and all other terms and conditions relating to
  <br>
  such termination.)</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>TIME OF GRANTING OPTIONS.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The date of grant of an
  Option shall, for all purposes, be the date on which <br>
  the Board makes the determination granting such Option. Notice of the <br>
  determination shall be given to each Employee or Consultant to whom <br>
  an Option is so granted within a reasonable time after the date of such grant.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">AMENDMENT AND TERMINATION
  OF THE PLAN.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Amendment and Termination.</b>
  The Board may amend or terminate the <br>
  Plan from time to time in such respects as the Board may deem advisable.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>Effect of Amendment or
  Termination.</b> Any such amendment or termination <br>
  of the Plan shall not affect Options already granted, and such Options shall
  <br>
  remain in full force and effect as if this Plan had not been amended or terminated
  <br>
  unless mutually agreed otherwise between the Optionholder and the Board, <br>
  which agreement must be in writing and signed by the Optionholder and the Company.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">No Impairment of Rights.
  Rights under any Option granted before amendment <br>
  of the Plan shall not be impaired by any amendment of the Plan unless <br>
  (ii) the Company requests the consent of the Optionholder and (ii) the <br>
  Optionholder consents in writing.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>CONDITIONS UPON ISSUANCE
  OF SHARES.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Company may require
  any Optionholder, or any person to whom an <br>
  Option is transferred under Section 10, as a condition of exercising any <br>
  such Option, (1) to give written assurances satisfactory to the Company <br>
  as to the Optionholder's knowledge and experience in financial and business
  <br>
  matters and/or to employ a purchaser representative reasonably satisfactory
  <br>
  to the Company who is knowledgeable and experienced in financial and <br>
  business matters, and that he or she is capable of evaluating, alone or together
  <br>
  with the purchaser representative, the merits and risks of exercising the Option;
  <br>
  and (2) to give written assurances satisfactory to the Company stating that
  such <br>
  person is acquiring the shares of Common Stock subject to the Option for such
  <br>
  person's own account and not with any present intention of selling or otherwise
  <br>
  distributing the shares. The foregoing requirements, and any assurances given
  <br>
  pursuant to such requirements, shall be inoperative if (i) the issuance of the
  shares <br>
  of Common Stock upon the exercise of the Option has been registered under a
  then <br>
  currently effective registration statement under the Securities Act, or (ii)
  as to any <br>
  particular requirement, a determination is made by counsel for the Company that
  <br>
  such requirement need not be met in the circumstances under the then applicable
  <br>
  securities laws. The Company may require the Optionholder to provide such other
  <br>
  representations, written assurances or information which the Company shall <br>
  determine is necessary, desirable or appropriate to comply with applicable <br>
  securities and other laws as a condition of granting an Option to such Option<br>
  holder or permitting the Optionholder to exercise such Option. The Company <br>
  may, upon advice of counsel to the Company, place legends on stock certificates
  <br>
  issued under the Plan as such counsel deems necessary or appropriate in order
  <br>
  to comply with applicable securities laws, including, but not limited to, legends
  <br>
  restricting the transfer of the shares.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>RESERVATION OF SHARES.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Company, during the
  term of this Plan, will at all times reserve and keep <br>
  available such number of shares of Common Stock as shall be sufficient to <br>
  satisfy the requirements of the Plan.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Inability of the Company
  to obtain authority from any regulatory body having <br>
  jurisdiction, which authority is deemed by the Company's counsel to be <br>
  necessary to the lawful issuance and sale of any shares of Common Stock <br>
  hereunder, shall relieve the Company of any liability in respect of the failure
  <br>
  to issue or sell such shares as to which such requisite authority shall not
  <br>
  have been obtained.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>OPTION AGREEMENT.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">Options shall be evidenced
  by written Option Agreements in such form or <br>
  forms as the Board or the Committee shall approve.</font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2"><b>EFFECTIVE DATE.</b></font></p>
<p><font face="Arial, Helvetica, sans-serif" size="2">The Plan shall become effective
  on November 13, 1998.</font></p>
<p></p>
<p></p>
</body>
</HTML>
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{"company-data": {"conformed-name": "CLICKACTION INC", "cik": "0000944950", "assigned-sic": "7372", "irs-number": "770195362", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58974", "film-number": "1602537"}, "business-address": {"street1": "2197 EAST BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4154733600"}, "mail-address": {"street1": "2197 EAST BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "former-company": {"former-conformed-name": "MYSOFTWARE CO", "date-changed": "19950504"}}
FORM S-8
As
  filed with the Securities and Exchange Commission on April 11, 2001
Registration No. 333-
SECURITIES
  AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CLICKACTION
  INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
77-0195362
(State
        or Other Jurisdiction of
Incorporation or Organization)
(I.R.S.
        Employer
Identification Number)
2197
        E. Bayshore Road
Palo Alto, California
(Address of Principal Executive Offices)
94303
(Zip Code)
1995 EQUITY
  INCENTIVE PLAN, AS AMENDED
1998 NON-OFFICER STOCK OPTION PLAN, AS AMENDED
(Full Title
  of the Plans)
GREGORY W.
  SLAYTON
Chief Executive Officer
ClickAction Inc.
2197 E. Bayshore Road
Palo Alto, California 94303
(Name and Address of Agent for Service)
(650) 473-3600
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Iain Mickle,
  Esq.
Orrick, Herrington & Sutcliffe LLP
400 Capitol Mall, Suite 3000
Sacramento, California 95814
(916) 447-9200
CALCULATION OF REGISTRATION
  FEE
Title
        of Securities to be
Registered
Amount
        To Be Registered
Proposed
        Maximum Offering Price Per Share (1)
Proposed
        Maximum Aggregate Offering Price (1)
Amount
        of Registration Fee
Common
      Stock, par value $0.001 per share to be issued upon
exercise of options granted under the ClickAction Inc.
1995 Equity Incentive Plan
1,500,000
$
        3.38
$
        5,070,000
$
        1,339
Common
      Stock, par value $0.001 per share to be issued upon
exercise of options granted under the ClickAction Inc.
1998 Non-Officer Stock Option Plan
300,000
$3.38
$
        1,014,000
$
        268
Total
1,800,000
3.38
$
        6,084,000
$
        1,607
(1) Computed in accordance with Rule 457(h) and 457(c) under the Securities
    Act.
Such computation is based on the estimated exercise price of $3.38 per share
covering the authorized but unissued shares under the ClickAction Inc. 1995
Equity Incentive Plan and ClickAction Inc. 1998 Non-Officer Stock Option
Plan being registered hereunder. The estimated exercise price per share was
computed in accordance with Rule 457 by averaging the high and low prices
    of
shares of the Company's Common Stock as reported on the Nasdaq National
Market on April 6, 2001.
PART I
INFORMATION
  REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
  *
Item 2. Registrant Information
  and Employee Plan Annual Information *
* Information required
    by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and
    the Note
to Part I of Form S-8.
PART II
INFORMATION
  REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
  of Documents by Reference
The following documents
  filed by ClickAction Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's
    annual report on Form 10-K/A filed April 3, 2001 (File No. 000-26008).
(b) All other reports
    filed pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the annual reports, the prospectus
    or
the registration statement referred to in (a) above.
(c) The description of
    the Registrant's Common Stock which is contained in the
Registrant's Registration Statement on Form 8-A, as filed on May 4, 1995
under the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.
In addition, all documents
  subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been
sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of
  Named Experts and Counsel
Not applicable.
Item 6. Indemnification
  of Directors and Officers
Section 145 of the Delaware
  General Corporation Law provides that a
corporation may indemnify directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending
or completed actions, suits or proceedings in which such person is made
a party by reason of such person being or having been a director, officer,
employee or agent of the Registrant. The Delaware General Corporation
Law provides that Section 145 is not exclusive of other rights to which
those seeking indemnification may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. Article XII of
  the
Registrant's Amended and Restated Certificate of Incorporation and
Article VI of the Registrant's Bylaws provide for indemnification by the
Registrant of its directors and officers to the fullest extent permitted
by the Delaware General Corporation Law.
Section 102(b)(7) of the
  Delaware General Corporation Law permits
a corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or (iv) for any transaction
from which the director derived an improper personal benefit. The Registrant's
Amended and Restated Certificate of Incorporation provides for such limitation
of liability.
The Registrant has obtained
  directors' and officers' insurance providing
indemnification for certain of the Registrant's directors, officers and
employees for certain liabilities.
The Registrant has entered
  into indemnification agreements with each
director and executive officer which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any
directors' and officers' liability insurance.
Item 7. Exemption From
  Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
        Number
Description
5.1
Opinion
      of Orrick, Herrington & Sutcliffe LLP.*
23.1
Consent
      of Orrick, Herrington & Sutcliffe LLP
(included in Exhibit 5.1 to this Registration Statement).
23.2
Consent
      of KPMG.*
24
Powers
      of Attorney (included on page 4).
99.1
Amended
      and Restated 1995 Equity Incentive Plan.*
99.2
Amended
      and Restated 1998 Non-Officer Stock Option Plan.*
*
  Filed herewith.
Item 9. Undertakings
(a) The undersigned 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 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.
(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.
(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.
(b) The undersigned 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 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.
(c) 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.
SIGNATURES
Pursuant to the requirements
  of the Securities Act of 1933, 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 Palo Alto, State of California on the
11th of April, 2001.
CLICKACTION INC.
(Registrant)
By: /s/ Gregory W. Slayton
Gregory W. Slayton
Chief Executive Officer
POWER
  OF ATTORNEY
KNOW ALL PERSONS BY THESE
  PRESENTS that each person whose signature appears
below each severally constitutes and appoints Gregory W. Slayton and Sharon
  Chiu, and each
of them, as true and lawful attorneys-in-fact and agents, with full powers of
  substitution and
resubstitution, for them in their name, place and stead, in any and all capacities,
  to sign any
and all amendments (including post-effective amendments) to this Registration
  Statement,
and to file the same, with all exhibits thereto, and other 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 they might or could do in person, hereby ratifying and confirming
  all which
said attorneys-in-fact and agents, or any of them, or their substitute or substitutes,
may lawfully do, or cause to be done by virtue hereof.
Pursuant to the requirements
  of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
  indicated.
Signature
Title
Date
/s/
        David P. Mans
David P. Mans
Chairman
        of the Board of Directors
April
        10, 2001
/s/
        Gregory W. Slayton
Gregory W. Slayton
President,
        Chief Executive Officer and Director
(Principal Executive Officer)
April
        11, 2001
/s/
        Sharon S. Chiu
Sharon S. Chiu
Vice
        President of Operations and Chief Financial Officer
(Principal Financial and Accounting Officer)
April
        11, 2001
/s/
        Howard Love
Howard Love
Director
April
        10, 2001
/s/
        Randy Haykin
Randy Haykin
Director
April
        8, 2001
/s/
        Edwin R. Niehaus, III
Edwin R. Niehaus, III
Director
April
        10, 2001
/s/
        Gary Daichendt
Gary Daichendt
Director
April
        10, 2001
/s/
        Emerick M. Woods
Emerick M. Woods
Director
April
        11, 2001
EXHIBIT INDEX
Exhibit
        Number
Description
5.1
Opinion
      of Orrick, Herrington & Sutcliffe LLP.*
23.1
Consent
      of Orrick, Herrington & Sutcliffe LLP
(included in Exhibit 5.1 to this Registration Statement).
23.2
Consent
      of KPMG.*
24
Powers
      of Attorney (included on page 4).
99.1
Amended
      and Restated 1995 Equity Incentive Plan.*
99.2
Amended
      and Restated 1998 Non-Officer Stock Option Plan.*
* Filed herewith.
EXHIBIT
  5.1
April 11,
  2001
ClickAction Inc.
2197 E. Bayshore Road
Palo Alto, California 94303
Re: Registration Statement
    on Form S-8 - ClickAction Inc.
1995 Equity Incentive Plan, as amended
1998 Non-Officer Stock Option Plan, as amended
Ladies and Gentlemen:
At your request, we are
  rendering this opinion in connection with the proposed issuance
of up to an additional 1,500,000 shares of common stock, $.001 par value ("Common
  Stock")
of ClickAction Inc., a Delaware corporation (the "Company"), pursuant
  to the ClickAction Inc.
1995 Equity Incentive Plan, as amended (the "1995 Plan"), and up to
  an additional 300,000
shares of the Company's Common Stock pursuant to the ClickAction 1998 Non-Officer
  Stock
Option Plan, as amended (the "1998 Plan" and collectively with the
  1995 Plan, the "Plans").
We have examined instruments,
  documents and records which we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In such examination,
  we
have assumed the following: (a) the authenticity of original documents and the
  genuineness
of all signatures; (b) the conformity to the originals of all documents submitted
  to us as
copies; and (c) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
we have reviewed.
Based on such examination,
  we are of the opinion that the shares of Common Stock issuable
by the Company pursuant to the Plans, when issued in accordance with the provisions
  of the
Plan and the stock option agreements entered into thereunder and in the manner
  referred to
in the Prospectus associated with the Registration Statement on Form S-8, will
  be validly
issued, fully paid and nonassessable.
We hereby consent to the
  filing of this opinion as an exhibit to the Registration Statement
on Form S-8. In giving such consent, we do not consider that we are "experts"
  within the
meaning of such term as used in the Securities Act of 1933, as amended, or the
  rules
and regulations of the Securities and Exchange Commission issued thereunder
  with
respect to any part of the Registration Statement.
We express no opinion as
  to matters of law in jurisdictions other than the federal securities
laws of the United States and the corporate law of the State of Delaware.
This opinion is rendered
  solely for your use as an exhibit to the Registration Statement
on Form S-8 and may not be relied upon for any other purpose. We disclaim any
  obligation
to update this opinion letter for events occurring or coming to our attention
  after the date hereof.
Very truly yours,
/s/ Orrick, Herrington
          & Sutcliffe LLP
EXHIBIT
  23.2
Consent
  of KPMG LLP
The Board of Directors
ClickAction Inc.
We consent to the incorporation
  by reference in this registration statement on Form S-8 of
ClickAction Inc. of our report dated February 15, 2001, relating to the consolidated
  balance
sheets of ClickAction Inc. as of December 31, 2000 and 1999, and the related
  consolidated
statements of operations, stockholders' equity, and cash flows for each of the
  years in the
three-year period ended December 31, 2000, and related financial statement schedule,
which report appears in the December 31, 2000 annual report on Form 10-K/A of
ClickAction Inc.
/s/ KPMG LLP
Mountain View, California
April 11, 2001
EXHIBIT
  99.1
CLICKACTION
  INC.
1995 EQUITY
  INCENTIVE PLAN
Adopted
  by the Board of Directors on April 18, 1995
Approved by the Stockholders on April 18, 1995
As Amended through 2000
1. PURPOSES.
The purpose
  of the Plan is to provide a means by which selected Employees and
Directors of and Consultants to the Company, and its Affiliates, may be given
  an
opportunity to benefit from increases in value of the stock of the Company through
the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
(iii) stock bonuses, (iv) rights to purchase restricted stock, and
(v) stock appreciation rights, all as defined below.
The Company,
  by means of the Plan, seeks to retain the services of persons who
are now Employees or Directors of or Consultants to the Company or its Affiliates,
to secure and retain the services of new Employees, Directors and Consultants,
and to provide incentives for such persons to exert maximum efforts for the
success of the Company and its Affiliates.
The Company
  intends that the Stock Awards issued under the Plan shall, in the
discretion of the Board or any Committee to which responsibility for administration
of the Plan has been delegated pursuant to subsection 3(c), be either (i) Options
granted pursuant to Section 6 hereof, including Incentive Stock Options and
Nonstatutory Stock Options, (ii) stock bonuses or rights to purchase restricted
stock granted pursuant to Section 7 hereof, or (iii) stock appreciation rights
  granted
pursuant to Section 8 hereof. All Options shall be separately designated Incentive
Stock Options or Nonstatutory Stock Options at the time of grant, and in such
  form
as issued pursuant to Section 6, and a separate certificate or certificates
  will be
issued for shares purchased on exercise of each type of Option.
2. DEFINITIONS.
(a) "Affiliate"
means any parent corporation or subsidiary corporation, whether now
or hereafter existing, as those terms are defined in Sections 424(e) and
(f) respectively, of the Code.
"Board"
means the Board of Directors of the Company.
"Code"
means the Internal Revenue Code of 1986, as amended.
"Committee"
means a Committee appointed by the Board in accordance with
subsection 3(c) of the Plan.
"Company"
means ClickAction Inc., a Delaware corporation.
"Concurrent
  Stock Appreciation Right"
or
"Concurrent Right"
means
  a right
granted pursuant to subsection 8(b)(2) of the Plan.
"Consultant"
means any person, including an advisor, engaged by the Company
or an Affiliate to render consulting services and who is compensated for such
  services,
provided that the term "Consultant" shall not include Directors who
  are paid only a
director's fee by the Company or who are not compensated by the Company for
their services as Directors.
"Continuous
  Status as an Employee, Director or Consultant"
means the
employment or relationship as a Director or Consultant is not interrupted or
terminated. The Board, in its sole discretion, may determine whether Continuous
Status as an Employee, Director or Consultant shall be considered interrupted
  in
the case of: (i) any leave of absence approved by the Board, including sick
  leave,
military leave, or any other personal leave; or (ii) transfers between locations
  of
the Company or between the Company, Affiliates or their successors.
"Covered
  Employee"
means the chief executive officer and the four (4) other
highest compensated officers of the Company for whom total compensation is
required to be reported to stockholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.
"Director"
means a member of the Board.
"Employee"
means any person, including Officers and Directors, employed by
the Company or any Affiliate of the Company. Neither service as a Director nor
payment of a director's fee by the Company shall be sufficient to constitute
"employment" by the Company.
"Exchange
  Act"
means the Securities Exchange Act of 1934, as amended.
"Fair
  Market Value"
means, as of any date, the value of the common stock
of the Company determined as follows:
If the common stock is
    listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National
Market, the Fair Market Value of a share of common stock shall be the
closing sales price for such stock (or the closing bid, if no sales were reported)
as quoted on such system or exchange (or the exchange with the greatest
volume of trading in common stock) on the day of determination (or, if the
day of determination is not a market trading day, the last market trading
day prior to the day of determination), as reported in the Wall Street Journal
or such other source as the Board deems reliable;
If the common stock is
    quoted on the Nasdaq Stock Market (but not on the
National Market thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value of a share
of common stock shall be the mean between the bid and asked prices for
the common stock on the day of determination (or, if the day of determination
is not a market trading day, the last market trading day prior to the day
    of
determination), as reported in the Wall Street Journal or such other source
as the Board deems reliable;
In the absence of an established
    market for the common stock, the Fair
Market Value shall be determined in good faith by the Board.
"Incentive
  Stock Option"
means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.
"Independent
  Stock Appreciation Right"
or
"Independent Right"
means
  a
right granted pursuant to subsection 8(b)(3) of the Plan.
"Non-Employee
  Director"
means a Director who either (i) is not a current Employee
or Officer of the Company or its parent or subsidiary, does not receive compensation
(directly or indirectly) from the Company or its parent or subsidiary for services
rendered as a consultant or in any capacity other than as a Director (except
  for an
amount as to which disclosure would not be required under Item 404(a) of Regulation
S-K promulgated pursuant to the Securities Act of 1933 ("Regulation S-K"),
  does not
possess an interest in any other transaction as to which disclosure would be
  required
under Item 404(a) of Regulation S-K, and is not engaged in a business relationship
as to which disclosure would be required under Item 404(b) of Regulation S-K;
or (ii) is otherwise considered a "non-employee director" for purposes
  of Rule 16b-3.
"Nonstatutory
  Stock Option"
means an Option not intended to qualify as an
Incentive Stock Option.
"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.
"Option"
means a stock option granted pursuant to the Plan.
"Option
  Agreement"
means a written agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant.
Each Option
Agreement
  shall be subject to the terms and conditions of the Plan.
"Optionee"
means an Employee, Director or Consultant who holds an outstanding Option.
"Outside
  Director"
means a Director who either (i) is not a current employee
  of the
Company or an "affiliated corporation" (within the meaning of Treasury
  regulations
promulgated under Section 162(m) of the Code), is not a former employee of the
Company or an "affiliated corporation" receiving compensation for
  prior services
(other than benefits under a tax qualified pension plan), was not an officer
  of the
Company or an "affiliated corporation" at any time, and is not currently
  receiving
direct or indirect remuneration from the Company or an "affiliated corporation"
for services in any capacity other than as a Director, or (ii) is otherwise
  considered
an "outside director" for purposes of Section 162(m) of the Code.
"Plan"
means this ClickAction Inc. 1995 Equity Incentive Plan.
"Rule
  16b-3"
means Rule 16b-3 of the Exchange Act or any successor to Rule
16b-3, as in effect when discretion is being exercised with respect to the Plan.
"Stock
  Appreciation Right"
means any of the various types of rights which
  may
be granted under Section 8 of the Plan.
"Stock
  Award"
means any right granted under the Plan, including any Option,
any stock bonus, any right to purchase restricted stock, and any
Stock Appreciation Right.
"Stock
  Award Agreement"
means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an individual
Stock Award grant. Each Stock Award Agreement shall be subject to the terms
and conditions of the Plan.
"Tandem
  Stock Appreciation Right"
or
"Tandem Right"
means
  a right granted
pursuant to subsection 8(b)(1) of the Plan.
3. ADMINISTRATION.
(b)
The Plan shall be administered by the Board unless and until the Board delegates
administration to a Committee, as provided in subsection 3(c).
The Board shall
  have the power, subject to, and within the limitations of, the express
provisions of the Plan:
To determine from time
    to time which of the persons eligible under the Plan shall
be granted Stock Awards; when and how each Stock Award shall be granted;
whether a Stock Award will be an Incentive Stock Option, a Nonstatutory Stock
Option, a stock bonus, a right to purchase restricted stock, a Stock Appreciation
Right, or a combination of the foregoing; the provisions of each Stock Award
    granted
(which need not be identical), including the time or times when a person shall
    be
permitted to receive stock pursuant to a Stock Award; whether a person shall
    be
permitted to receive stock upon exercise of an Independent Stock Appreciation
    Right;
and the number of shares with respect to which a Stock Award shall be granted
to each such person.
To construe and interpret
    the Plan and Stock Awards granted under it, and to
establish, amend and revoke rules and regulations for its administration.
    The Board,
in the exercise of this power, may correct any defect, omission or inconsistency
    in
the Plan or in any Stock Award Agreement, in a manner and to the extent it
    shall
deem necessary or expedient to make the Plan fully effective.
To amend the Plan or a
    Stock Award as provided in Section 14.
Generally, to exercise
    such powers and to perform such acts as the Board deems
necessary or expedient to promote the best interests of the Company.
The Board may
  delegate administration of the Plan to a committee composed of not
fewer than two (2) members (the "Committee"). In the discretion of
  the Board, a
Committee may consist solely of two or more Outside Directors, in accordance
with Code Section 162(m), or solely of two or more Non-Employee Directors, in
accordance with Rule 16(b)-3. If administration is delegated to a Committee,
  the
Committee shall have, in connection with the administration of the Plan, the
  powers
theretofore possessed by the Board (and references in this Plan to the Board
  shall
thereafter be to the Committee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest
in the Board the administration of the Plan. Notwithstanding anything in this
Section 3 to the contrary, the Board or the Committee may delegate to a committee
of one or more members of the Board the authority to grant Stock Awards to eligible
persons who (1) are not then subject to Section 16 of the Exchange Act and/or
(2) are either (i) not then Covered Employees and are not expected to be Covered
Employees at the time of recognition of income resulting from such Stock Award,
or (ii) not persons with respect to whom the Company wishes to avoid the
application of Section 162(m) of the Code.
4. SHARES
  SUBJECT TO THE PLAN.
Subject to
  the provisions of Section 13 relating to adjustments upon changes in stock,
the stock that may be issued pursuant to Stock Awards shall not exceed in the
aggregate three million one hundred thousand (3,100,000) shares of the Company's
common stock. If any Stock Award shall for any reason expire or otherwise terminate,
in whole or in part, without having been exercised in full (or vested in the
  case of
Restricted Stock), the stock not acquired under such Stock Award shall revert
  to and
again become available for issuance under the Plan. Shares subject to Stock
  Appreciation
Rights exercised in accordance with Section 8 of the Plan shall not be available
  for
subsequent issuance under the Plan.
The stock
  subject to the Plan may be unissued shares or reacquired shares,
bought on the market or otherwise.
ELIGIBILITY.
Incentive Stock
  Options and Stock Appreciation Rights appurtenant thereto may be
granted only to Employees. Stock Awards other than Incentive Stock Options and
Stock Appreciation Rights appurtenant thereto may be granted only to Employees,
Directors or Consultants.
No person shall
  be eligible for the grant of an Incentive Stock Option if,
at the time of grant, such person owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of
  any
of its Affiliates unless the exercise price of such Incentive Stock Option is
  at least
one hundred ten percent (110%) of the Fair Market Value of such stock at the
  date
of grant and the Incentive Stock Option is not exercisable after the expiration
  of
five (5) years from the date of grant.
Subject to
  the provisions of Section 13 relating to adjustments upon changes in stock,
no person shall be eligible to be granted Options and Stock Appreciation Rights
  covering
more than four hundred thousand (400,000) shares of the Company's common stock
in any calendar year.
OPTION PROVISIONS.
Each Option
  shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. The provisions of separate Options need not be
  identical,
but each Option shall include (through incorporation of provisions hereof by
  reference
in the Option or otherwise) the substance of each of the following provisions:
Term.
No Option shall
  be exercisable after the expiration of ten (10) years from the
date it was granted.
Price.
The exercise
  price of each Incentive Stock Option shall be not less than one
hundred percent (100%) of the Fair Market Value of the stock subject to the
  Option
on the date the Option is granted. The exercise price of each Nonstatutory Stock
Option shall be not less than eighty-five percent (85%) of the Fair Market Value
of the stock subject to the Option on the date the Option is granted. Notwithstanding
the foregoing, an Option may be granted with an exercise price lower than that
  set
forth in the preceding sentence if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of
  Section
424(a) of the Code.
Consideration.
The
  purchase price of stock acquired pursuant to an Option shall
be paid, to the extent permitted by applicable statutes and regulations, either
(i) in cash at the time the Option is exercised, or (ii) at the discretion of
  the Board
or the Committee, at the time of the grant of the Option, (A) by delivery to
  the
Company of other common stock of the Company, (B) according to a deferred
payment or other arrangement (which may include, without limiting the generality
of the foregoing, the use of other common stock of the Company) with the person
to whom the Option is granted or to whom the Option is transferred pursuant
  to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board.
In the case of any deferred
  payment arrangement, interest shall be payable at least
annually and shall be charged at the minimum rate of interest necessary to avoid
the treatment as interest, under any applicable provisions of the Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement.
Transferability.
An Incentive Stock Option shall not be transferable except by
will or by the laws of descent and distribution, and shall be exercisable during
  the
lifetime of the person to whom the Incentive Stock Option is granted only by
  such
person. A Nonstatutory Stock Option shall not be transferable except by will
  or by
the laws of descent and distribution or pursuant to a domestic relations order
satisfying the requirements of Rule 16b-3 and any administrative interpretations
  or
pronouncements thereunder, and shall be exercisable during the lifetime of the
  person
to whom the Option is granted only by such person or any pursuant to the domestic
relations order transferee; provided that a Nonstatutory Stock Option shall
  be transferable
if the Option Agreement so provides. Notwithstanding the foregoing, the person
  to whom
the Option is granted may, by delivering written notice to the Company, in a
  form
satisfactory to the Company, designate a third party who, in the event of the
  death of
the Optionee, shall thereafter be entitled to exercise the Option.
Vesting.
The total
  number of shares of stock subject to an Option may, but need
not, be allotted in periodic installments (which may, but need not, be equal).
  The
Option Agreement may provide that from time to time during each of such installment
periods, the Option may become exercisable ("vest") with respect to
  some or all of
the shares allotted to that period, and may be exercised with respect to some
  or all
of the shares allotted to such period and/or any prior period as to which the
  Option
became vested but was not fully exercised. The Option may be subject to such
other terms and conditions on the time or times when it may be exercised (which
  may
be based on performance or other criteria) as the Board may deem appropriate.
The provisions of this subsection 6(e) are subject to any Option provisions
  governing
the minimum number of shares as to which an Option may be exercised.
Termination of Employment
  or Relationship as a Director or Consultant.
In the
event an Optionee's Continuous Status as an Employee, Director or Consultant
  terminates
(other than upon the Optionee's death or disability), the Optionee may exercise
  his or her
Option (to the extent that the Optionee was entitled to exercise it at the date
  of termination)
but only within such period of time ending on the earlier of (i) the date thirty
  (30) days after
the termination of the Optionee's Continuous Status as an Employee, Director
  or Consultant
(or such longer or shorter period specified in the Option Agreement), or (ii)
  the expiration
of the term of the Option as set forth in the Option Agreement. If, after termination,
  the
Optionee does not exercise his or her Option within the time specified in the
  Option
Agreement, the Option shall terminate, and the shares covered by such Option
  shall
revert to and again become available for issuance under the Plan.
Disability of Optionee.
In the event an Optionee's Continuous Status as an Employee,
Director or Consultant terminates as a result of the Optionee's disability,
  the Optionee
may exercise his or her Option (to the extent that the Optionee was entitled
  to exercise
it at the date of termination), but only within such period of time ending on
  the earlier of
(i) the date twelve (12) months following such termination (or such longer or
  shorter period
specified in the Option Agreement), or (ii) the expiration of the term of the
  Option as set
forth in the Option Agreement. If, at the date of termination, the Optionee
  is not entitled
to exercise his or her entire Option, the shares covered by the unexercisable
  portion
of the Option shall revert to and again become available for issuance under
  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 and again become available for issuance under the Plan.
Death of Optionee.
In the event of the death of an Optionee during, or within a period
specified in the Option after the termination of, the Optionee's Continuous
  Status as
an Employee, Director or Consultant, the Option may be exercised (to the extent
  the
Optionee was entitled to exercise the Option at the date of death) by the Optionee's
estate, by a person who acquired the right to exercise the Option by bequest
  or
inheritance or by a person designated to exercise the option upon the Optionee's
death pursuant to subsection 6(d), but only within the period ending on the
  earlier of
(i) the date twelve (12) months following the date of death (or such longer
  or shorter
period specified in the Option Agreement), or (ii) the expiration of the term
  of such
Option as set forth in the Option Agreement. If, at the time of death, the Optionee
was not entitled to exercise his or her entire Option, the shares covered by
  the
unexercisable portion of the Option shall revert to and again become available
  for
issuance under the Plan. If, after death, the Option is not exercised within
  the
time specified herein, the Option shall terminate, and the shares covered by
  such
Option shall revert to and again become available for issuance under the Plan.
Early Exercise.
The
  Option may, but need not, include a provision whereby the
Optionee may elect at any time while an Employee, Director or Consultant to
exercise the Option as to any part or all of the shares subject to the Option
prior to the full vesting of the Option. Any unvested shares so purchased
may be subject to a repurchase right in favor of the Company or to any other
restriction the Board determines to be appropriate.
Re-Load Options.
Without in any way limiting the authority of the Board or
Committee to make or not to make grants of Options hereunder, the Board or
Committee shall have the authority (but not an obligation) to include as part
  of
any Option Agreement a provision entitling the Optionee to a further Option
(a "Re-Load Option") in the event the Optionee exercises the Option
  evidenced
by the Option Agreement, in whole or in part, by surrendering other shares of
Common Stock in accordance with this Plan and the terms and conditions of
the Option Agreement. Any such Re-Load Option (i) shall be for a number of
shares equal to the number of shares surrendered as part or all of the exercise
price of such Option; (ii) shall have an expiration date which is the same as
  the
expiration date of the Option the exercise of which gave rise to such Re-Load
Option; and (iii) shall have an exercise price which is equal to one hundred
  percent
(100%) of the Fair Market Value of the Common Stock subject to the Re-Load
Option on the date of exercise of the original Option or, in the case of a Re-Load
Option which is an Incentive Stock Option and which is granted to a 10% stockholder
(as described in subsection 5(b)), shall have an exercise price which is equal
  to one
hundred ten percent (110%) of the Fair Market Value of the stock subject to
  the
Re-Load Option on the date of exercise of the original Option.
Any such Re-Load Option
  may be an Incentive Stock Option or a Nonstatutory
Stock Option, as the Board or Committee may designate at the time of the
grant of the original Option; provided, however, that the designation of any
Re-Load Option as an Incentive Stock Option shall be subject to the one
hundred thousand dollar ($100,000) annual limitation on exercisability of
Incentive Stock Options described in subsection 12(d) of the Plan and in
Section 422(d) of the Code. There shall be no Re-Load Options on a Re-Load
Option. Any such Re-Load Option shall be subject to the availability of sufficient
shares under subsection 4(a) and shall be subject to such other terms and
conditions as the Board or Committee may determine.
TERMS OF STOCK BONUSES
  AND PURCHASES OF RESTRICTED STOCK.
Each stock bonus or restricted
  stock purchase agreement shall be in such form
and shall contain such terms and conditions as the Board or the Committee shall
deem appropriate. The terms and conditions of stock bonus or restricted stock
purchase agreements may change from time to time, and the terms and conditions
of separate agreements need not be identical, but each stock bonus or restricted
stock purchase agreement shall include (through incorporation of provisions
  hereof
by reference in the agreement or otherwise) the substance of each of the following
provisions as appropriate:
Purchase Price.
The
  purchase price under each restricted stock purchase
agreement shall be such amount as the Board or Committee shall determine
and designate in such agreement, but in no event shall the purchase price be
less than eighty-five percent (85%) of the stock's Fair Market Value on the
  date
such award is made. Notwithstanding the foregoing, the Board or the Committee
may determine that eligible participants in the Plan may be awarded stock
pursuant to a stock bonus agreement in consideration for past services actually
rendered to the Company or for its benefit.
Transferability.
No rights under a stock bonus or restricted stock purchase
agreement shall be transferable except by will or the laws of descent and distribution
or pursuant to a domestic relations order satisfying the requirements of Rule
  16b-3
and any administrative interpretations or pronouncements thereunder, so long
  as
stock awarded under such agreement remains subject to the terms of the agreement.
Consideration.
The
  purchase price of stock acquired pursuant to a stock purchase
agreement shall be paid either: (i) in cash at the time of purchase; (ii) at
  the discretion
of the Board or the Committee, according to a deferred payment or other arrangement
with the person to whom the stock is sold; or (iii) in any other form of legal
  consideration
that may be acceptable to the Board or the Committee in their discretion.
Notwithstanding the foregoing, the Board or the Committee to which administration
of the Plan has been delegated may award stock pursuant to a stock bonus
agreement in consideration for past services actually rendered to the Company
or for its benefit.
Vesting.
Shares of
  stock sold or awarded under the Plan may, but need not,
be subject to a repurchase option in favor of the Company in accordance with
a vesting schedule to be determined by the Board or the Committee.
Termination of Employment
  or Relationship as a Director or Consultant.
In the event a Participant's Continuous Status as an Employee, Director or
Consultant terminates, the Company may repurchase or otherwise reacquire
any or all of the shares of stock held by that person which have not vested
as of the date of termination under the terms of the stock bonus or restricted
stock purchase agreement between the Company and such person.
STOCK APPRECIATION RIGHTS.
The Board or Committee shall
  have full power and authority, exercisable in its
sole discretion, to grant Stock Appreciation Rights under the Plan to Employees
or Directors of or Consultants to, the Company or its Affiliates. To exercise
  any
outstanding Stock Appreciation Right, the holder must provide written notice
  of
exercise to the Company in compliance with the provisions of the Stock Award
Agreement evidencing such right. Except as provided in subsection 5(c), no
limitation shall exist on the aggregate amount of cash payments the Company
may make under the Plan in connection with the exercise of a Stock Appreciation
  Right.
Three types of Stock Appreciation
    Rights shall be authorized for issuance under the Plan:
Tandem Stock Appreciation
    Rights.
Tandem Stock Appreciation Rights will
be granted appurtenant to an Option, and shall, except as specifically set
    forth
in this Section 8, be subject to the same terms and conditions applicable
    to the
particular Option grant to which it pertains. Tandem Stock Appreciation Rights
will require the holder to elect between the exercise of the underlying Option
    for
shares of stock and the surrender, in whole or in part, of such Option for
    an
appreciation distribution. The appreciation distribution payable on the exercised
Tandem Right shall be in cash (or, if so provided, in an equivalent number
    of shares
of stock based on Fair Market Value on the date of the Option surrender) in
    an
amount up to the excess of (A) the Fair Market Value (on the date of the
Option surrender) of the number of shares of stock covered by that portion
of the surrendered Option in which the Optionee is vested over (B) the
aggregate exercise price payable for such vested shares.
Concurrent Stock Appreciation
    Rights.
Concurrent Rights will be granted
appurtenant to an Option and may apply to all or any portion of the shares
of stock subject to the underlying Option and shall, except as specifically
set forth in this Section 8, be subject to the same terms and conditions
applicable to the particular Option grant to which it pertains. A Concurrent
Right shall be exercised automatically at the same time the underlying
Option is exercised with respect to the particular shares of stock to which
the Concurrent Right pertains. The appreciation distribution payable on an
exercised Concurrent Right shall be in cash (or, if so provided, in an equivalent
number of shares of stock based on Fair Market Value on the date of the exercise
of the Concurrent Right) in an amount equal to such portion as shall be determined
by the Board or the Committee at the time of the grant of the excess of (A)
    the
aggregate Fair Market Value (on the date of the exercise of the Concurrent
    Right)
of the vested shares of stock purchased under the underlying Option which
    have
Concurrent Rights appurtenant to them over (B) the aggregate exercise price
    paid
for such shares.
Independent Stock Appreciation
    Rights.
Independent Rights will be granted
independently of any Option and shall, except as specifically set forth in
    this
Section 8, be subject to the same terms and conditions applicable to
Nonstatutory Stock Options as set forth in Section 6. They shall be
denominated in share equivalents. The appreciation distribution payable
on the exercised Independent Right shall be not greater than an amount
equal to the excess of (A) the aggregate Fair Market Value (on the date
of the exercise of the Independent Right) of a number of shares of Company
stock equal to the number of share equivalents in which the holder is vested
under such Independent Right, and with respect to which the holder is exercising
the Independent Right on such date, over (B) the aggregate Fair Market Value
(on the date of the grant of the Independent Right) of such number of shares
    of
Company stock. The appreciation distribution payable on the exercised Independent
Right shall be in cash or, if so provided, in an equivalent number of shares
    of stock
based on Fair Market Value on the date of the exercise of the Independent
    Right.
CANCELLATION AND RE-GRANT
  OF OPTIONS.
The Board or the Committee
  shall have the authority to effect, at any time and from
time to time, (i) the repricing of any outstanding Options and/or any Stock
Appreciation Rights under the Plan and/or (ii) with the consent of the affected
holders of Options and/or Stock Appreciation Rights, the cancellation of any
outstanding Options and/or any Stock Appreciation Rights under the Plan and
the grant in substitution therefor of new Options and/or Stock Appreciation
  Rights
under the Plan covering the same or different numbers of shares of stock, but
having an exercise price per share not less than eighty-five percent (85%) of
  the
Fair Market Value (one hundred percent (100%) of the Fair Market Value in the
case of an Incentive Stock Option or, in the case of an Incentive Stock Option
  of
a 10% stockholder (as described in subsection 5(b)), not less than one hundred
ten percent (110%) of the Fair Market Value) per share of stock on the new grant
date. Notwithstanding the foregoing, the Board or the Committee may grant an
Option or Stock Appreciation Right with an exercise price lower than that set
forth above if such Option or Stock Appreciation Right is granted as part of
  a
transaction to which section 424(a) of the Code applies.
Shares subject to an Option
  or Stock Appreciation Right canceled under this
Section 9 shall continue to be counted against the maximum award of Options
and Stock Appreciation Rights permitted to be granted pursuant to subsection
  5(c)
of the Plan. The repricing of an Option and/or Stock Appreciation Right under
  this
Section 9, resulting in a reduction of the exercise price, shall be deemed to
  be a
cancellation of the original Option and/or Stock Appreciation Right and the
  grant
of a substitute Option and/or Stock Appreciation Right; in the event of such
  repricing,
both the original and the substituted Options and Stock Appreciation Rights
  shall
be counted against the maximum awards of Options and Stock Appreciation Rights
permitted to be granted pursuant to subsection 5(c) of the Plan. The provisions
  of
this subsection 9(b) shall be applicable only to the extent required by Section
162(m) of the Code.
COVENANTS OF THE COMPANY.
During the terms of the
  Stock Awards, the Company shall keep available at all
times the number of shares of stock required to satisfy such Stock Awards.
The Company shall seek to
  obtain from each regulatory commission or agency
having jurisdiction over the Plan such authority as may be required to issue
  and
sell shares of stock upon exercise of the Stock Award; provided, however, that
this undertaking shall not require the Company to register under the Securities
Act either the Plan, any Stock Award or any stock issued or issuable pursuant
to any such Stock Award. If, after reasonable efforts, the Company is unable
  to
obtain from any such regulatory commission or agency the authority which
counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Stock Awards unless
and until such authority is obtained.
USE OF PROCEEDS FROM
  STOCK.
Proceeds from the sale of
  stock pursuant to Stock Awards shall constitute
general funds of the Company.
MISCELLANEOUS.
The Board shall have the
  power to accelerate the time at which a Stock
Award may first be exercised or the time during which a Stock Award or
any part thereof will vest pursuant to subsection 6(e), 7(d) or 8(b),
notwithstanding the provisions in the Stock Award stating the time at
which it may first be exercised or the time during which it will vest.
Neither an Employee, Director
  or Consultant nor any person to whom a
Stock Award is transferred under subsection 6(d), 7(b), or 8(b) shall be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares subject to such Stock Award unless and until such
person has satisfied all requirements for exercise of the Stock Award
pursuant to its terms.
Nothing in the Plan or any
  instrument executed or Stock Award granted
pursuant thereto shall confer upon any Employee, Director, Consultant
or other holder of Stock Awards any right to continue in the employ of
the Company or any Affiliate (or to continue acting as a Director or Consultant
) or shall affect the right of the Company or any Affiliate to terminate the
employment or relationship as a Director or Consultant of any Employee,
Director, Consultant or other holder of Stock Awards with or without cause.
To the extent that the aggregate
  Fair Market Value (determined at the time
of grant) of stock with respect to which Incentive Stock Options granted after
1986 are exercisable for the first time by any Optionee during any calendar
year under all plans of the Company and its Affiliates exceeds one hundred
thousand dollars ($100,000), the Options or portions thereof which exceed
such limit (according to the order in which they were granted) shall be
treated as Nonstatutory Stock Options.
The Company may require
  any person to whom a Stock Award is granted,
or any person to whom a Stock Award is transferred pursuant to
subsection 6(d), 7(b) or 8(b), as a condition of exercising or acquiring
stock under any Stock Award, (1) to give written assurances satisfactory
to the Company as to such person's knowledge and experience in financial
and business matters and/or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial
and business matters, and that he or she is capable of evaluating, alone or
together with the purchaser representative, the merits and risks of exercising
the Stock Award; and (2) to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the Stock Award for
such person's own account and not with any present intention of selling or
otherwise distributing the stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (i) the issuance
  of
the shares upon the exercise or acquisition of stock under the Stock Award has
been registered under a then currently effective registration statement under
  the
Securities Act of 1933, as amended (the "Securities Act"), or (ii)
  as to any particular
requirement, a determination is made by counsel for the Company that such requirement
need not be met in the circumstances under the then applicable securities laws.
  The Company
may, upon advice of counsel to the Company, place legends on stock certificates
  issued under
the Plan as such counsel deems necessary or appropriate in order to comply with
  applicable
securities laws, including, but not limited to, legends restricting the transfer
  of the stock.
To the extent provided by
  the terms of a Stock Award Agreement, the person to whom a
Stock Award is granted may satisfy any federal, state or local tax withholding
  obligation
relating to the exercise or acquisition of stock under a Stock Award by any
  of the following
means or by a combination of such means: (1) tendering a cash payment; (2) authorizing
the Company to withhold shares from the shares of the common stock otherwise
  issuable
to the participant as a result of the exercise or acquisition of stock under
  the Stock Award;
or (3) delivering to the Company owned and unencumbered shares of the common
stock of the Company.
ADJUSTMENTS UPON CHANGES
  IN STOCK.
If any change is made in
  the stock subject to the Plan, or subject to any Stock Award
(through merger, consolidation, reorganization, recapitalization, stock dividend,
  dividend
in property other than cash, stock split, liquidating dividend, combination
  of shares,
exchange of shares, change in corporate structure or otherwise), the Plan will
  be
appropriately adjusted in the class(es) and maximum number of shares subject
to the Plan pursuant to subsection 4(a) and the maximum number of shares
subject to award to any person during any calendar year pursuant to subsection
5(c), and the outstanding Stock Awards will be appropriately adjusted in the
class(es) and number of shares and price per share of stock subject to such
outstanding Stock Awards.
In the event of: (1) a dissolution,
  liquidation or sale of substantially all of the
assets of the Company; (2) a merger or consolidation in which the Company
is not the surviving corporation; or (3) a reverse merger in which the Company
is the surviving corporation but the shares of the Company's common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or otherwise,
then to the extent permitted by applicable law: (i) any surviving corporation
  shall
assume any Stock Awards outstanding under the Plan or shall substitute similar
Stock Awards for those outstanding under the Plan, or (ii) such Stock Awards
shall continue in full force and effect. In the event any surviving corporation
refuses to assume or continue such Stock Awards, or to substitute similar
options for those outstanding under the Plan, then, with respect to Stock
Awards held by persons then performing services as Employees, Directors
or Consultants, the time during which such Stock Awards may be exercised
shall be accelerated and the Stock Awards terminated if not exercised prior
to such event.
AMENDMENT OF THE PLAN
  AND STOCK AWARDS.
The Board at any time, and
  from time to time, may amend the Plan. However,
except as provided in Section 13 relating to adjustments upon changes in stock,
no amendment shall be effective unless approved by the stockholders of the Company
to the extent stockholder approval is necessary for the Plan to satisfy the
  requirements
of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange
  listing
requirements.
The Board may in its sole
  discretion submit any other amendment to the Plan for
stockholder approval, including, but not limited to, amendments to the Plan
  intended
to satisfy the requirements of Section 162(m) of the Code and the regulations
  promulgated
thereunder regarding the exclusion of performance-based compensation from the
  limit on
corporate deductibility of compensation paid to certain executive officers.
It is expressly contemplated
  that the Board may amend the Plan in any respect the
Board deems necessary or advisable to provide eligible Employees, Directors
  or
Consultants with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating to
Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options
granted under it into compliance therewith.
Rights and obligations under
  any Stock Award granted before amendment of the
Plan shall not be impaired by any amendment of the Plan unless (i) the Company
requests the consent of the person to whom the Stock Award was granted and
(ii) such person consents in writing.
The Board at any time, and
  from time to time, may amend the terms of any
one or more Stock Award; provided, however, that the rights and obligations
under any Stock Award shall not be impaired by any such amendment unless
(i) the Company requests the consent of the person to whom the
Stock Award was granted and (ii) such person consents in writing.
TERMINATION OR SUSPENSION
  OF THE PLAN.
The Board may suspend or
  terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on April 17, 2005, which shall be within
ten (10) years from the date the Plan is adopted by the Board or approved by
the stockholders of the Company, whichever is earlier. No Stock Awards may
be granted under the Plan while the Plan is suspended or after it is terminated.
Rights and obligations under
  any Stock Award granted while the Plan is in effect
shall not be impaired by suspension or termination of the Plan, except with
  the
consent of the person to whom the Stock Award was granted.
EFFECTIVE DATE OF PLAN.
The Plan shall become effective
  as determined by the Board, but no Stock
Awards granted under the Plan shall be exercised unless and until the
Plan has been approved by the stockholders of the Company, which
approval shall be within twelve (12) months before or after the date the
Plan is adopted by the Board.
EXHIBIT
  99.2
CLICKACTION
  INC.
1998 NON-OFFICER
  STOCK OPTION PLAN
As Adopted Effective on November 13, 1998
Stockholder Approval Not Required
As Amended and Restated by the Board through March 2000
Termination Date: November 12, 2013
PURPOSES.
The purpose of the Plan
  is to provide a means by which selected Employees
(including Officers) and Consultants may be given an opportunity to benefit
from increases in value of the common stock of the Company
("Common Stock") through the granting of Nonstatutory Stock Options.
Only Nonstatutory Stock Options may be granted hereunder.
The Company, by means of
  the Plan, seeks to retain the services of persons
who are eligible to receive Options, to secure and retain the services of such
persons and to provide incentives for such persons to exert maximum efforts
for the success of the Company and its Affiliates.
DEFINITIONS.
As used
  herein, the following definitions shall apply:
"Affiliate"
shall mean any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are
defined in Sections 424(e) and (f) respectively, of the Code, or such
other parent corporation or subsidiary corporation designated by the Board.
"Board"
shall mean the Board of Directors of the Company.
"Code"
shall mean the Internal Revenue Code of 1986, as amended.
"Committee"
shall mean a committee of one or more members of the Board
appointed by the Board in accordance with the provisions of the Plan.
"Common Stock"
shall mean the Common Stock of the Company.
"Company"
shall mean ClickAction Inc., a Delaware corporation.
"Consultant"
shall mean any person, including an advisor, (i) engaged by the
Company or an Affiliate to render consulting or advisory services and who is
compensated for such services. However, the term "Consultant" shall
  not
include either Directors who are not compensated by the Company for their
services as Directors or Directors who are merely paid a director's fee by the
Company for their services as Directors.
"Continuous Service"
shall mean the absence of any interruption or
termination of service to the Company or an Affiliate, whether as an Employee,
Director or Consultant. The Board or the Chief Executive Officer of the Company
may determine, in that party's sole discretion, whether Continuous Service shall
be considered interrupted in the case of: (i) any leave of absence approved
  by the
Board or the Chief Executive Officer of the Company, including sick leave,
military leave, or any other personal leave; or (ii) transfers between the Company,
Affiliates or their successors.
"Director"
shall mean a member of the Board.
"Disability"
shall mean the inability of a person, in the opinion of a qualified
physical acceptable to the Company, to perform the major duties of that
person's position with the Company or an Affiliate of the Company because
of the sickness or injury of the person.
"Employee"
shall mean any person employed by the Company or by any
Affiliate. Mere service as a Director or payment of a director's fee by the
Company or an Affiliate shall not be sufficient to constitute "employment"
by the Company or an Affiliate.
"Exchange Act"
shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value"
means, as of any date, the value of the Common Stock
of the Company determined as follows:
(i) If the Common Stock is listed on any established stock exchange,
or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or market (or the exchange or market with the greatest
volume of trading in Common Stock) on the trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable;
(ii) In the absence of such markets for the Common Stock, the Fair Market
Value shall be determined in good faith by the Board.
"Nonstatutory Stock
  Option"
shall mean an Option not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code
and the regulations promulgated thereunder.
"Officer"
means a person who possesses the authority of an "officer" as that
term is used in Rule 4460(i)(1)(A) of the Rules of the National Association
  of
Securities Dealers, Inc. For purposes of the Plan, a person in the position
  of
"Vice President" or higher shall be classified as an "Officer"
  unless the Board
or Committee expressly finds that such person does not possess the authority
of an "officer" as that term is used in Rule 4460(i)(1)(A) of the
  Rules of the
National Association of Securities Dealers, Inc.
"Option"
shall mean a Nonstatutory Stock Option granted pursuant to the Plan.
"Option Agreement"
shall mean a written agreement between the Company
and an Optionholder evidencing the terms and conditions of an individual
Option grant. Each Option Agreement shall be subject to the terms and
conditions of the Plan.
"Optionholder"
shall mean an Employee or Consultant who receives an
Option pursuant to the Plan.
"Plan"
shall mean this ClickAction Inc. 1998 Non-Officer Stock Option Plan.
"Rule 16b-3"
shall mean Rule 16b-3 promulgated under the Exchange Act
or any successor to Rule 16b-3, as in effect from time to time.
"Securities Act"
shall mean the Securities Act of 1933, as amended.
STOCK SUBJECT TO THE
  PLAN.
Subject
to the provisions
  of Section 11 of the Plan, the maximum aggregate
number of shares which may be optioned and sold under the Plan is eight
hundred sixty-five thousand (865,000) shares of Common Stock. The shares
of Common Stock subject to the Plan may be authorized, but unissued, or
reacquired Common Stock. If an Option should expire or become unexercisable
for any reason without having been exercised in full, the unpurchased shares
  of
Common Stock that were subject thereto shall, unless the Plan shall have been
terminated, become available for future grant under the Plan.
ADMINISTRATION OF THE
  PLAN.
Procedure.
The Plan shall be administered by the Board. The Board may appoint
a Committee consisting of not less than two (2) members of the Board to administer
the Plan on behalf of the Board, subject to such terms and conditions as the
  Board
may prescribe. At the discretion of the Board, the Committee may consist solely
  of
two or more Non-Employee Directors in accordance with Rule 16b-3. Once appointed,
the Committee shall continue to serve until otherwise directed by the Board.
  From time
to time the Board may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause), and appoint new members
in substitution therefor, fill vacancies however caused and remove all members
  of the
Committee, and thereafter directly administer the Plan. Notwithstanding anything
  in this
Section 4 to the contrary, at any time the Board or the Committee may delegate
  to a
committee of one or more members of the Board who are not Non-Employee Directors
the authority to grant Options to all Employees and Consultants who are not
  then subject
to Section 16 of the Exchange Act.
Powers of the Board.
Subject to the provisions of the Plan, the Board shall have such
authority with regard to the Plan and the options as determined by the Board,
  including
the authority, in its discretion: (i) to grant options under the Plan, provided,
  however,
that only nonstatutory options may be granted under the Plan; (ii) to determine,
  upon
review of relevant information and in accordance with subsection 2(l) of the
  Plan, the
Fair Market Value of the Common Stock; (iii) to determine the exercise price
  per share
of Options to be granted, which exercise price shall be determined in accordance
  with
subsection 8(a) of the Plan; (iv) to determine the Employees or Consultants
  to whom,
and the time or times at which, Options shall be granted and the number of shares
  of
Common Stock to be represented by each Option, provided that no Options may
  be
granted to persons who are neither Employees nor Consultants; (v) to interpret
  the Plan;
(vi) to prescribe, amend and rescind rules and regulations relating to the Plan;
  (vii) to
determine the terms and provisions of each Option granted (which need not be
  identical)
in accordance with the Plan, and, with the consent of the holder thereof with
  respect to
any adverse change, modify or amend each Option; (viii) to accelerate or defer
  (the latter
with the consent of the Optionholder) the exercise date and vesting of any Option;
(ix) to authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted by the Board;
  and
(x) to make all other determinations deemed necessary or advisable for the
administration of the Plan.
Effect of Board's Decision.
All decisions, determinations and interpretations
of the Board shall be final and binding on all Optionholders and any other
holders of any Options granted under the Plan.
ELIGIBILITY.
Options may be granted only
  to Employees (including Officers) or Consultants
as defined in Section 2 hereof. An Optionholder who has been granted an Option
may, if he or she is otherwise eligible, be granted an additional Option or
  Options.
Notwithstanding the foregoing, the aggregate number of shares of Common Stock
issued pursuant to Options granted to Officers cannot exceed forty percent (40%)
of the number of shares of Common Stock reserved for issuance under the Plan
as determined at the time of each issuance to an Officer, except that there
  shall
be excluded from this calculation shares of Common Stock issued to Officers
not previously employed by the Company pursuant to Options granted as an
inducement essential to such individuals entering into employment contracts
with the Company.
The Plan shall not confer
  upon any Optionholder any right with respect to
continuation of employment or consultancy by the Company, nor shall it
interfere in any way with the Optionholder's right or the Company's right to
terminate the Optionholder's employment at any time or the Optionholder's
consultancy pursuant to the terms of the Consultant's agreement with
the Company.
TERM OF THE PLAN.
The Plan shall become effective
  upon its adoption by the Board. It shall
continue in effect for a term of fifteen (15) years unless sooner terminated
under Section 13 of the Plan.
TERM OF OPTION.
The term of each Option
  shall be ten (10) years from the date of grant thereof
or such shorter term as may be provided in the Option Agreement.
EXERCISE PRICE, CONSIDERATION
  AND VESTING.
Exercise Price.
The
  exercise price per share of the shares of Common Stock
to be issued pursuant to exercise of an Option shall be no less than eighty-five
percent (85%) of the Fair Market Value per share on the date of grant.
Consideration.
The
  consideration to be paid for the shares of Common Stock
to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Board and may consist entirely of (i) cash or check;
(ii) promissory note (except that payment of the Common Stock's "par value",
as defined in the Delaware General Corporation Law, shall not be made by
deferred payment); (iii) other shares of Common Stock having a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
shares of Common Stock as to which the Option shall be exercised, including
by delivering to the Company an attestation of ownership of owned and
unencumbered shares of Common Stock in a form approved by the Company;
(iv) payment pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board which, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt
of irrevocable instructions to pay the aggregate exercise price to the Company
from the sales proceeds; (v) any combination of such methods of payment;
or (vi) such other consideration and method of payment for the issuance of
shares of Common Stock to the extent permitted under applicable law. In
making its determination as to the type of consideration to accept, the Board
shall consider if acceptance of such consideration may be reasonably expected
to benefit the Company. Unless otherwise specifically provided in the Option
Agreement, the purchase price of Common Stock acquired pursuant to an
Option that is paid by delivery to the Company of other Common Stock acquired,
directly or indirectly from the Company, shall be paid only by shares of Common
Stock that have been held for more than six (6) months (or such longer or shorter
period of time required to avoid a charge to earnings for financial accounting
purposes).
Vesting.
The total
  number of shares of Common Stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but
need not, be equal). The Option Agreement may provide that, from time
to time during each of such installment periods, the Option may become
exercisable ("vest") with respect to some or all of the shares of
  Common
Stock allotted to that period, and may be exercised with respect to some
or all of the shares of Common Stock allotted to such period and/or any
prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions
on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Board may deem appropriate.
The provisions of this subsection 8(c) are subject to any Option
provisions governing the minimum number of shares of Common Stock
as to which an Option may be exercised.
EXERCISE OF OPTION.
Procedure for Exercise;
  Rights as a Stockholder.
Any Option granted
hereunder shall be exercisable at such times and under such conditions
as determined by the Board, including performance criteria with respect
to the Company and/or the Optionholder, and as shall be permissible under the
  terms of the Plan.
An Option may not be exercised
  for a fraction of a share of Common Stock.
An Option shall be deemed
  to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option by
  the
person entitled to exercise the Option and full payment for the shares of Common
Stock with respect to which the Option is exercised has been received by the
  Company.
Full payment may, as authorized by the Board, consist of any consideration and
method of payment allowable under subsection 8(b) of the Plan. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
  such
shares of Common Stock, no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to the shares of Common Stock covered
by the Option, notwithstanding the exercise of the Option. No adjustment will
  be
made for a dividend or other right for which the record date is prior to the
  date
the stock certificate is issued, except as provided in Section 11 of the Plan.
Exercise of an Option in
  any manner shall result in a decrease in the number of
shares of Common Stock that thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of shares of Common
Stock as to which the Option is exercised.
The Option may, but need
  not, include a provision whereby the Optionholder
may elect to exercise at any time while an Employee or Consultant (or
while an officer or director of the Company) the Option as to any part or
all of the shares of Common Stock subject to the Option, subject to a
repurchase right in favor of the Company on such terms as the Board
shall establish.
Termination of Continuous
  Service.
In the event an Optionholder's
Continuous Service terminates for any reason other than upon the
Optionholder's death or Disability, the Optionholder may, but only within
three (3) months (or such other period of time as is determined by the Board)
after the date the Optionholder's Continuous Service terminates, exercise the
Option to the extent that the Optionholder was entitled to exercise it at the
date of such termination. To the extent that the Optionholder was not entitled
to exercise the Option at the date of such termination, or if the Optionholder
does not exercise such Option (which the Optionholder was entitled to exercise)
within the time specified herein, the Option shall terminate.
Extension of Termination
  Date.
An Optionholder's Option Agreement may
also provide that if the exercise of the Option following the termination of
  the
Optionholder's Continuous Service (other than upon the Optionholder's death
or Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under
the Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in the Option Agreement, or
(ii) the expiration of a period of three (3) months after the termination of
the Optionholder's Continuous Service during which the exercise of the
Option would not be in violation of such registration requirements.
Death of Optionholder.
In the event an Optionholder's Continuous Service
terminates as a result of the Optionholder's death, the Option may be exercised
at any time within eighteen (18) months (or such other period of time as is
determined by the Board) following the date of death, by the Optionholder's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, to the extent that the Optionholder was entitled to exercise
  it
at the date of such termination. To the extent that the Optionholder was not
entitled to exercise the Option at the date of such termination, or if the Option
is not exercised (to the extent the Optionholder was entitled to exercise)
within the time specified herein, the Option shall terminate.
Disability of Optionholder.
In the event that the Continuous Service of an
Optionholder terminates as a result of the Optionholder's Disability, the
Optionholder may, but only within twelve (12) months (or such other period
of time as is determined by the Board) after the date the Optionholder's
Continuous Service terminates on account of such Disability, exercise the
Option to the extent that the Optionholder was entitled to exercise it at the
date of such termination. To the extent that the Optionholder was not entitled
to exercise the Option at the date of such termination, or if the Optionholder
does not exercise such Option (which the Optionholder was entitled to exercise)
within the time specified herein, the Option shall terminate.
Withholding Obligations.
To the extent provided by the terms of the Option
Agreement, an Optionholder may satisfy any federal, state or local tax withholding
obligation relating to the exercise or acquisition of Common Stock under an
Option by any of the following means (in addition to the Company's right to
withhold from any compensation paid to the Participant by the Company)
or by a combination of such means: (i) tendering a cash payment; (ii) authorizing
the Company to withhold shares of Common Stock from the shares of Common
Stock otherwise issuable to the Optionholder as a result of the exercise or
acquisition of Common Stock under the Option, provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law; or (iii) delivering to the Company
owned and unencumbered shares of Common Stock.
TRANSFERABILITY OF OPTIONS.
Except as otherwise expressly
  provided in the terms of the Option Agreement,
the Option 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 Optionholder,
only by the Optionholder. Notwithstanding the foregoing, the Optionholder
may, by delivering written notice to the Company, in a form satisfactory to
the Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.
ADJUSTMENTS UPON CHANGES
  IN STOCK.
Capitalization Adjustments.
If any change is made in the Common Stock
subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or other transaction not involving
  the
receipt of consideration by the Company), the Plan will be appropriately adjusted
in the class(es) and maximum number of securities subject to the Plan, and the
outstanding Options will be appropriately adjusted in the class(es) and number
of securities and price per share of Common Stock subject to such outstanding
Options. The Board shall make such adjustments, and its determination shall
  be
final, binding and conclusive. (The conversion of any convertible securities
  of the
Company shall not be treated as a transaction "without receipt of consideration"
by the Company.)
Dissolution or Liquidation.
In the event of a dissolution or liquidation of the
Company, then all outstanding Options shall terminate immediately prior to
such event.
Asset Sale, Merger, Consolidation
  or Reverse Merger.
In the event of (i)
a sale, lease or other disposition of all or substantially all of the assets
  of the
Company, (ii) a merger or consolidation in which the Company is not the surviving
corporation, or (iii) a reverse merger in which the Company is the surviving
corporation but the shares of Common Stock outstanding immediately preceding
the merger are converted by virtue of the merger into other property, whether
  in
the form of securities, cash or otherwise, then any surviving corporation or
  acquiring
corporation shall assume any Options outstanding under the Plan or shall substitute
similar Options (including an award to acquire the same consideration paid to
  the
shareholders in the transaction described in this subsection 11(c) for those
outstanding under the Plan). In the event any surviving corporation or acquiring
corporation refuses to assume such Options or to substitute similar Options
for those outstanding under the Plan, then with respect to Options held by
Optionholders whose Continuous Service has not terminated, the vesting of such
Options (and, if applicable, the time during which such Options may be exercised)
shall be accelerated in full, and the Options shall terminate if not exercised
(if applicable) at or prior to such event. With respect to any other Options
outstanding under the Plan, such Options shall terminate if not exercised
(if applicable) prior to such event.
Notwithstanding the foregoing,
  the Board shall at all times have the complete
and sole discretion to accelerate the vesting and exercisability of some or
all of the shares of Common Stock subject to any or all of then outstanding
Options granted under the Plan and to establish the date as of which any
such Option shall terminate (and all other terms and conditions relating to
such termination.)
TIME OF GRANTING OPTIONS.
The date of grant of an
  Option shall, for all purposes, be the date on which
the Board makes the determination granting such Option. Notice of the
determination shall be given to each Employee or Consultant to whom
an Option is so granted within a reasonable time after the date of such grant.
AMENDMENT AND TERMINATION
  OF THE PLAN.
Amendment and Termination.
The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable.
Effect of Amendment or
  Termination.
Any such amendment or termination
of the Plan shall not affect Options already granted, and such Options shall
remain in full force and effect as if this Plan had not been amended or terminated
unless mutually agreed otherwise between the Optionholder and the Board,
which agreement must be in writing and signed by the Optionholder and the Company.
No Impairment of Rights.
  Rights under any Option granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless
(ii) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.
CONDITIONS UPON ISSUANCE
  OF SHARES.
The Company may require
  any Optionholder, or any person to whom an
Option is transferred under Section 10, as a condition of exercising any
such Option, (1) to give written assurances satisfactory to the Company
as to the Optionholder's knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably satisfactory
to the Company who is knowledgeable and experienced in financial and
business matters, and that he or she is capable of evaluating, alone or together
with the purchaser representative, the merits and risks of exercising the Option;
and (2) to give written assurances satisfactory to the Company stating that
  such
person is acquiring the shares of Common Stock subject to the Option for such
person's own account and not with any present intention of selling or otherwise
distributing the shares. The foregoing requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) the issuance of the
  shares
of Common Stock upon the exercise of the Option has been registered under a
  then
currently effective registration statement under the Securities Act, or (ii)
  as to any
particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable
securities laws. The Company may require the Optionholder to provide such other
representations, written assurances or information which the Company shall
determine is necessary, desirable or appropriate to comply with applicable
securities and other laws as a condition of granting an Option to such Option
holder or permitting the Optionholder to exercise such Option. The Company
may, upon advice of counsel to the Company, place legends on stock certificates
issued under the Plan as such counsel deems necessary or appropriate in order
to comply with applicable securities laws, including, but not limited to, legends
restricting the transfer of the shares.
RESERVATION OF SHARES.
The Company, during the
  term of this Plan, will at all times reserve and keep
available such number of shares of Common Stock as shall be sufficient to
satisfy the requirements of the Plan.
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 of Common Stock
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.
OPTION AGREEMENT.
Options shall be evidenced
  by written Option Agreements in such form or
forms as the Board or the Committee shall approve.
EFFECTIVE DATE.
The Plan shall become effective
  on November 13, 1998.