Accpac Int'l, Inc. 1998 Stock Incentive Plan

ACCPAC INTERNATIONAL, INC.
1998 STOCK INCENTIVE PLAN


I. PURPOSE.


The purpose of the ACCPAC INTERNATIONAL, INC. 1998 Stock Incentive Plan is
to promote the growth and profitability of ACCPAC INTERNATIONAL, INC. (the
"Company") and its subsidiaries and to provide officers and key employees
of the Company and its subsidiaries with an incentive to achieve long-term
corporate objectives, to attract and retain key employees of outstanding
competence, and to provide such key employees with an opportunity to
acquire an equity interest in the Company.


Options granted hereunder may be either Incentive Stock Options (as defined
under Section 422 of the Code) or Nonstatutory Stock Options, at the
discretion of the Committee and as reflected in the terms of the written
option agreement


II. DEFINITIONS.


The following terms shall have the meaning shown:


2.1 "Board" shall mean the Board of Directors of the Company.


2.2 "Code" shall mean the Internal Revenue Code of 1986, as the same shall
be amended from time to time.


2.3 "Committee" shall mean the Stock Option and Compensation Committee of
the Board, having at least two (2) members and consisting of directors
appointed to the Committee by the Board, none of whom shall be
eligible to participate in the Plan and each of whom shall otherwise
qualify as a "Non-Employee Director" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended, or any
successor rule, promulgated by the Securities and Exchange Commission.


2.4 "Common Stock" shall mean the Company's Common Stock, par value $.01
per share.


2.5 "Continuing Director" shall mean (a) any member of the Board, while
such person is a member of the Board, who was a member of the Board on
January 7, 1998, the date of the adoption of the Plan, or (b) any
member of the Board, while such person is a member of the Board, if
such person's nomination or election to the Board was recommended or
made by a majority of the Continuing Directors.


2.6 "Fair Market Value" shall mean the value of a share of Common Stock on
a particular date, determined as follows:


(a) If the Common Stock is listed or admitted to trading on such
date on the New York Stock Exchange, the closing sales price
of the Common Stock


on such date as reported in the principal consolidated
transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange;
or


(b) If the Common Stock is not listed or admitted to trading on
the New York Stock Exchange but is listed or admitted to
trading on another national exchange, the closing sales price
of the Common Stock on such date as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on such national
exchange; or


(c) If the Common Stock is not listed or admitted to trading on
any national exchange, the mean of the closing bid and asked
prices (or, if available, the high and low sales prices) of a
share on such date in the over-the-counter market, as reported
by the National Association of Securities Dealers, Inc.
Automatic Quotation Systems, the National Quotation Bureau or
such other system then in use with regard to the Common Stock
or, if on such date the stock of the Company is publicly
traded but not quoted by any such system, the mean of the
closing bid and asked prices of the Common Stock on such date
as furnished by a professional market maker making a market in
the Common Stock; or


(d) If in (a), (b) or (c) above, as applicable, there were no
sales on such date reported as provided above, but a public
market exists, the last sale price on the most recent prior day
on which a sale of the Common Stock took place; or


(e) If no public market exists for the Common Stock, the fair market
value as determined by the Committee.


2.7 "ISOs" shall mean stock options which at the time granted qualify as
incentive stock options under Section 422 of the Code granted by the
Company or any Subsidiary.


2.8 "Nonstatutory Options" shall mean stock options which at the time
granted are not intended to qualify as ISOs.


2.9 "Options" shall mean any rights to purchase shares of Common Stock
granted pursuant to Article IV of this Plan including both ISOs and
Nonstatutory Options.


2.10 "Parent" shall mean any corporation which, on the date of
determination, qualifies as a parent corporation of the Company under
Section 424(e) of the Code, or any similar provision hereafter
enacted.


2.11 "Plan" shall mean this ACCPAC INTERNATIONAL, INC. 1998 Stock
Incentive Plan, as the same shall be amended from time to time.


-2-


2.12 "SARs" shall mean stock appreciation rights granted pursuant to
Article V of the Plan.


2.13 "Subsidiary" shall mean any corporation which, on the date of
determination, qualifies as a subsidiary corporation of the Company
under Section 424(f) of the Code, or any similar provision hereafter
enacted.


2.14 "Ten Percent Stockholder" shall mean any stockholder who at the time
an ISO is granted owns (within the meaning of Section 424(d) of the
Code) more than ten percent (10%) of the voting power of all classes
of stock of the Company or any Subsidiary.


III. GENERAL.


3.1 Administration.


(a) The Plan shall be administered by the Committee; provided
that, prior to the Committee being constituted, the Board
shall function as the Committee for all purposes under the
Plan. The Committee shall have full authority to interpret
the Plan and all Options and SARs granted hereunder; to
establish, amend, and rescind rules for carrying out the Plan;
to administer the Plan; to select employees to participate in
the Plan; to grant Options and SARs under the Plan; to
determine the terms, exercise price and form of exercise
payment for each Option and SAR granted under the Plan; to
determine whether each Option granted under the Plan shall be
intended to qualify as an ISO; and to make all other
determinations and to take all such steps in connection with
the Plan, the Options and the SARs as the Committee, in its
discretion, deems necessary or desirable. The Committee shall
not be bound to any standards of uniformity or similarity of
action, interpretation or conduct in the discharge of its
duties hereunder, regardless of the apparent similarity of the
matters coming before it. Its determination shall be binding
on all parties, including Optionees and any other holders of
any Options.


(b) Any employee may hold more than one Option or SAR under the
Plan and under any other plan pursuant to which stock options,
stock appreciation rights or other incentives may be granted,
issued or paid.


(c) The Committee may designate any employees of the Company or
professional advisors to assist the Committee in the
administration of the Plan, and may grant authority to such
persons to execute agreements or other documents on behalf of
the Committee. The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the
administration of the Plan, and may rely upon any opinion
received from any such counsel or consultant and any
computation received from any such consultant or agent.
Expenses


-3-


incurred by the Committee in the engagement of such counsel,
consultant or agent shall be paid by the Company.


(d) No member or former member of the Committee or of the Board
shall be liable for any action or determination made in good
faith with respect to the Plan or any Option or SAR granted
under it. To the maximum extent permitted by applicable law,
each member or former member of the Committee or of the Board
shall be indemnified and held harmless by the Company against
any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the
approval of the Company) arising out of any act or omission to
act in connection with the Plan unless arising out of such
member's or former member's own fraud or bad faith. Such
indemnification shall be in addition to any rights of
indemnification the members or former members may have as
directors under applicable law or under the certificate of
incorporation or by-laws of the Company.


(e) The Committee shall select one of its members as a Chairman
and shall adopt such rules and regulations as it shall deem
appropriate concerning the holding of its meetings and the
transaction of its business. Any member of the Committee may
be removed at anytime either with or without cause by
resolution adopted by the Board, and any vacancy on the
Committee may at any time be filled by resolution adopted by
the Board.


(f) All determinations by the Committee shall be made by the
affirmative vote of a majority of its members. Any such
determination may be made at a meeting duly called and held at
which a majority of the members of the Committee were in
attendance in person or through telephonic communication. Any
determination set forth in writing and signed by all of the
members of the Committee shall be as fully effective as if it
had been made by a majority vote of the members at a meeting
duly called and held.


IV. OPTIONS.


4.1 No Grants to Outside Directors.


Directors of the Company who are not also employees of the Company or
a Subsidiary shall in no event be eligible to be granted Options or
SARs under this Plan.


-4-


4.2 Terms and Conditions.


The grant of an Option shall be evidenced by a written option
agreement in a form approved by the Committee. Such Option shall be
subject to the following express terms and conditions and to such
other terms and conditions, not


inconsistent with the terms of this Plan, which the Committee may deem
appropriate.


(a) Terms of Options.


The term of each Option shall be for such period as the Committee
shall determine, but for not more than ten (10) years from the
date of grant thereof; PROVIDED, HOWEVER, that in the case of an
ISO granted to any individual who, at the time of grant is a Ten
Percent Stockholder, such period shall not exceed five (5) years
from the date of grant.


(b) Exercise Price.


The exercise price per share for the Common Stock covered by any
Option (the "Exercise Price") shall be determined by the
Committee and shall not be less than the Fair Market Value (or in
the case of an Option granted to a Ten Percent Stockholder, 110
percent of the Fair Market Value) of one (1) share of Common
Stock (but in no event less than the par value) on the date the
Option is granted. The aggregate Fair Market Value (determined at
the time the ISO is granted) of the shares of Common Stock
(together with all other stock of the Company and all stock of
any Parent or Subsidiary) with respect to which ISOs may first
become exercisable by an individual optionee during any calendar
year, under all stock option plans of the Company and of its
Parents and Subsidiaries, shall not exceed $100,000.


(c) Exercise of Options.


An Option may be exercised from time to time by written notice by
the optionee of his intent to exercise the Option with respect to
a specified number of shares. Alternatively, the Company may
provide for exercise of an optionee's Option by delivery of an
irrevocable notice of exercise signed by the optionee,
accompanied by payment in full of the Exercise Price by the
optionee's broker and an irrevocable instruction to the Company
to deliver the shares of Common Stock issuable upon exercise of
the Option promptly to the optionee's broker for the optionee's
...