I2 TECHNOLOGIES INC, S-8, 1998-05-27

I2 TECHNOLOGIES INC
S-8, 1998-05-27
PREPACKAGED SOFTWARE

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<PAGE> 1
As filed with the Securities and Exchange Commission on May 27, 1998
Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

i2 TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 75-2294945
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

909 E. LAS COLINAS BLVD., 16TH FLOOR
IRVING, TEXAS 75039
(Address of principal executive offices) (Zip Code)

i2 TECHNOLOGIES, INC. 1995 STOCK OPTION/STOCK ISSUANCE PLAN
INTERTRANS LOGISTICS SOLUTIONS LIMITED 1997 STOCK INCENTIVE PLAN
(Full title of the Plans)

DAVID F. CARY
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
i2 TECHNOLOGIES, INC.
909 E. LAS COLINAS BLVD., 16TH FLOOR
IRVING, TEXAS 75039
(214) 860-6000

(Name, address including zip code, and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share Price Fee
---------- ------------- --------- --------- ------------
<S> <C> <C> <C> <C>
i2 Technologies, Inc.
1995 Stock Option/Stock Issuance Plan

Common Stock 3,500,000 shares $60.69(2) $212,415,000(2) $62,662.43
Intertrans Logistics Solutions Limited
1997 Stock Incentive Plan

Common Stock 75,314 shares $21.49 (3) $ 1,618,638.22 (3) $ 477.50

Aggregate Registration Fee $63,139.93
</TABLE>

(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the i2 Technologies, Inc. 1995
Stock Option/Stock Issuance Plan or the Intertrans Logistics Solutions
Limited 1997 Stock Incentive Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the Registrant's receipt of consideration which results in an increase
in the number of the outstanding shares of Registrant's Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling prices per share of Registrant's Common Stock on
May 26, 1998, as reported by the Nasdaq National Market.

(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.

<PAGE> 2
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

i2 Technologies, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the SEC on March 11, 1998;

(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998, filed with the SEC on May 12,
1998;

(d) The Registrant's Registration Statement No. 00-28030 on Form 8-A
filed with the SEC on March 20, 1996 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "1934
Act"), in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.

All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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

Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

<PAGE> 3
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of
a corporation has been successful on the merits or otherwise in the defense of
any such action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that the indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights which the
indemnified party may be entitled; that indemnification provided by Section 145
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

Section 102(b)(7) of the General Corporation Law or the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of the director (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) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

Article Eleventh of the Registrant's Charter provides that, to the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or as it may hereafter be amended, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director.

Section 6.1 of the Registrant's Bylaws further provides that the
Registrant shall, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the Registrant.

The Registrant has entered into indemnification agreements with each of
its directors and officers.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 00-28030 on Form
8-A, and the exhibits thereto, which are incorporated herein by
reference pursuant to Item 3(d).

5 Opinion and consent of Brobeck, Phleger & Harrison LLP.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
</TABLE>

II-2.

<PAGE> 4
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.

99.1 i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan (as
amended through April 13, 1998).

99.2* Form of Notice of Grant of Stock Option.

99.3 Form of Stock Option Agreement.

99.4* Form of Notice of Grant of Automatic Stock Option.

99.5 Form of Automatic Stock Option Agreement.

99.6* Form of Stock Issuance Agreement.

99.7 Intertrans Logistics Solutions Limited 1997 Stock Incentive
Plan.

99.8 Form of Incentive Stock Option Agreement in connection with the
1997 Intertrans Logistics Solutions Limited Stock Incentive
Plan.

99.9 Form of Stock Option Assumption Agreement.
</TABLE>

* Exhibits 99.2, 99.4 and 99.6 are incorporated herein by reference to
Exhibits 99.2, 99.5 and 99.7, respectively, to Registrant's Registration
Statement No. 333-03703 on Form S-8, filed with the SEC on May 14, 1996.

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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1995
Stock Option/Stock Issuance Plan or the Intertrans Logistics Solutions Limited
1997 Stock Incentive Plan.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act may
be permitted to directors, officers, or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

II-3.

<PAGE> 5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Dallas, State of Texas on this 26th
day of May 1998.

i2 TECHNOLOGIES, INC.

By: /s/ Sanjiv S. Sidhu
-------------------------------------------------
Sanjiv S. Sidhu
Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of i2 Technologies,
Inc., a Delaware corporation, do hereby constitute and appoint Sanjiv S. Sidhu
and David F. Cary and each of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Sanjiv S. Sidhu Chairman of the Board May 26, 1998
- ---------------------- and Chief Executive Officer
Sanjiv S. Sidhu (Principal Executive Officer)
</TABLE>

II-4.

<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>

/s/ Kanna N. Sharma Vice Chairman of the Board, May 26, 1998
- ------------------------------- Executive Vice President and
Kanna N. Sharma Secretary

/s/ David F. Cary Vice President and Chief May 26, 1998
- ------------------------------- Financial Officer
David F. Cary (Principal Financial and
Accounting Officer)

/s/ Harvey B. Cash Director May 26, 1998
- --------------------------------
Harvey B. Cash

/s/ Thomas J. Meredith Director May 26, 1998
- --------------------------------
Thomas J. Meredith

/s/ Sandeet R. Tungare Director, President, Demand May 26, 1998
- -------------------------------- Management
Sandeet R. Tungare
</TABLE>

II-5.

<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

i2 TECHNOLOGIES, INC.

<PAGE> 8
EXHIBIT INDEX

5 Opinion and consent of Brobeck, Phleger & Harrison LLP.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.

24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.

99.1 i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan (as
amended through April 13, 1998).

99.2* Form of Notice of Grant of Stock Option.

99.3 Form of Stock Option Agreement.

99.4* Form of Notice of Grant of Automatic Stock Option.

99.5 Form of Automatic Stock Option Agreement.

99.6* Form of Stock Issuance Agreement.

99.7 Intertrans Logistics Solutions Limited 1997 Stock Incentive
Plan.

99.8 Form of Incentive Stock Option Agreement in connection with the
1997 Intertrans Logistics Solutions Limited Stock Incentive
Plan.

99.9 Form of Stock Option Assumption Agreement.
</TABLE>

<PAGE> 1
EXHIBIT 5

Opinion and consent of Brobeck, Phleger & Harrison LLP

<PAGE> 2
May 26, 1998

i2 Technologies, Inc.
909 E. Las Colinas Blvd.
16th Floor
Irving, Texas 75039

Re: Registration Statement for Offering of
an Aggregate of 3,575,314 Shares of Common Stock

Ladies and Gentlemen:

We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 3,500,000
shares of the Common Stock of i2 Technologies, Inc. (the "Company") under the
Company's 1995 Stock Option/Stock Issuance Plan (the "i2 Plan") and (ii) 75,314
shares of the Common Stock of the Company under the Intertrans Logistics
Solutions Limited 1997 Stock Incentive Plan (the "ITLS Plan") as assumed by the
Company. We advise you that, in our opinion, when such shares have been issued
and sold pursuant to the applicable provisions of the i2 Plan and/or the ITLS
Plan and in accordance with the Registration Statement, such shares will be duly
authorized, validly issued, fully paid and non-assessable shares of the
Company's Common Stock.

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.

Very truly yours,

BROBECK, PHLEGER & HARRISON LLP

<PAGE> 1
Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement
(Form S-8) for the registration of 3,500,000 shares of its common stock
pertaining to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan
and for the registration of 75,314 shares of its common stock pertaining to the
Intertrans Logistics Solutions Limited 1997 Stock Incentive Plan of our report
dated January 21, 1998 with respect to the consolidated financial statements of
i2 Technologies, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

May 21, 1998

<PAGE> 1
EXHIBIT 99.1

1995 Stock Option/Stock Issuance Plan

<PAGE> 2
i2 TECHNOLOGIES, INC.
1995 STOCK OPTION/STOCK ISSUANCE PLAN (As Amended
and Restated through April 13, 1998)

ARTICLE ONE

GENERAL PROVISIONS

I. PURPOSE OF THE PLAN

This 1995 Stock Option/Stock Issuance Plan is intended to promote
the interests of i2 Technologies, Inc., a Delaware corporation, by providing
eligible persons with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation.

Capitalized terms shall have the meanings assigned to such terms
in the attached Appendix.

II. STRUCTURE OF THE PLAN

A. The Plan shall be divided into three separate equity programs:

(i) the Discretionary Option Grant Program under
which eligible persons may, at the discretion of the Plan Administrator,
be granted options to purchase shares of Common Stock,

(ii) the Stock Issuance Program under which eligible
persons may, at the discretion of the Plan Administrator, be issued
shares of Common Stock directly, either through the immediate purchase
of such shares or as a bonus for services rendered the Corporation (or
any Parent or Subsidiary), and

(iii) the Automatic Option Grant Program under which
Eligible Directors shall automatically receive option grants at periodic
intervals to purchase shares of Common Stock.

B. The provisions of Articles One and Five shall apply to all
equity programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

III. ADMINISTRATION OF THE PLAN

A. The Board shall have the authority to administer the
Discretionary Option Grant and Stock Issuance Programs but may delegate such
authority in whole or in part to the Committee.

<PAGE> 3
B. Members of the Committee shall serve for such period of time
as the Board may determine and may be removed by the Board at any time. The
Board may also at any time terminate the functions of the Committee and reassume
all powers and authority previously delegated to such Committee.

C. The Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant and
Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of such programs and any outstanding options
or stock issuances thereunder as it may deem necessary or advisable. Decisions
of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the
Discretionary Option Grant or Stock Issuance Program under its jurisdiction or
any option or stock issuance thereunder.

D. Service on the Committee shall constitute service as a Board
member, and members of the Committee shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on such
committee. No member of the Committee shall be liable for any act or omission
made in good faith with respect to the Plan or any option grants or stock
issuances under the Plan.

E. Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program, and the Plan
Administrator shall exercise no discretionary functions with respect to option
grants made thereunder.

IV. ELIGIBILITY

A. The persons eligible to participate in the Discretionary
Option Grant and Stock Issuance Programs are as follows:

(i)Employees,

(ii) non-employee members of the Board (or the board
of directors of any Parent or Subsidiary), and

(iii) consultants and other independent advisors who
provide services to the Corporation (or any Parent or Subsidiary).

B. The Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority to determine,
(i) with respect to the option grants under the Discretionary Option Grant
Program, which eligible persons are to receive option grants, the time or times
when such option grants are to be made, the number of shares to be covered by
each such grant, the status of the granted option as either an Incentive Option
or a Non-Statutory Option, the time or times at which each option is to become
exercisable, the

<PAGE> 4
vesting schedule (if any) applicable to the option shares and the maximum term
for which the option is to remain outstanding and (ii) with respect to stock
issuances under the Stock Issuance Program, which eligible persons are to
receive stock issuances, the time or times when such issuances are to be made,
the number of shares to be issued to each Participant, the vesting schedule (if
any) applicable to the issued shares and the consideration to be paid for such
shares.

C. The Plan Administrator shall have the absolute discretion
either to grant options in accordance with the Discretionary Option Grant
Program or to effect stock issuances in accordance with the Stock Issuance
Program.

D. The individuals eligible to participate in the Automatic
Option Grant Program shall be (i) those individuals who are serving as
non-employee Board members on the Automatic Option Grant Program Effective Date
or who are first elected or appointed as non-employee Board members after such
date, whether through appointment by the Board or election by the Corporation's
stockholders, and (ii) those individuals who continue to serve as non-employee
Board members after one or more Annual Stockholders Meetings held after the
Automatic Option Grant Program Effective Date.

V. STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall not exceed 15,500,000
shares. Such authorized share reserve is comprised of (i) the number of shares
which remained available for issuance, as of the Plan Effective Date, under the
Predecessor Plan as last approved by the Corporation's stockholders prior to
such date, including the shares subject to the outstanding options incorporated
into the Plan and any other shares which would have been available for future
option grants under the Predecessor Plan, (ii) an increase of 801,576 shares
authorized by the Board and approved by the stockholders prior to the Plan
Effective Date, (iii) an increase of 2,000,000 shares authorized by the Board
and approved by the stockholders at the 1997 Annual Meeting, plus (iv) an
additional increase of 3,500,000 shares approved by the Board on July 1, 1997,
subject to approval by the stockholders at the 1998 Annual Meeting.

B. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than 500,000 shares of Common Stock in the aggregate per calendar year,
beginning with the 1996 calendar year.

C. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
(including any options incorporated from the Predecessor Plan) expire or
terminate for any reason prior to exercise in full or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of Article Two.
Unvested shares issued under the Plan (including unvested shares issued under
the Predecessor Plan) and subsequently repurchased by the Corporation, at the
original exercise or

<PAGE> 5
issue price paid per share, pursuant to the Corporation's repurchase rights
under the Plan, shall be added back to the number of shares of Common Stock
reserved for issuance under the Plan and shall accordingly be available for
reissuance through one or more subsequent options or direct stock issuances
under the Plan. Shares subject to any stock appreciation rights exercised under
the Plan shall reduce on a share-for-share basis the number of shares of Common
Stock available for subsequent issuance under the Plan. In addition, should the
exercise price of an option under the Plan (including any option incorporated
from the Predecessor Plan) be paid with shares of Common Stock or should shares
of Common Stock otherwise issuable under the Plan be withheld by the Corporation
in satisfaction of the withholding taxes incurred in connection with the
exercise of an option or the vesting of a stock issuance under the Plan, then
the number of shares of Common Stock available for issuance under the Plan shall
be reduced by the gross number of shares for which the option is exercised or
which vest under the stock issuance, and not by the net number of shares of
Common Stock issued to the holder of such option or stock issuance.

D. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the number and/or class of securities for which any one
person may be granted options, separately exercisable stock appreciation rights
and direct stock issuances per calendar year, (iii) the number and/or class of
securities for which automatic option grants are to be subsequently made per
Eligible Director under the Automatic Option Grant Program and (iv) the number
and/or class of securities and the exercise price per share in effect under each
outstanding option (including any option incorporated from the Predecessor Plan)
in order to prevent the dilution or enlargement of benefits thereunder. The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.

<PAGE> 6
ARTICLE TWO

DISCRETIONARY OPTION GRANT PROGRAM

I. OPTION TERMS

Each option shall be evidenced by one or more documents in the
form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below. Each document evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A. Exercise Price.

1. The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the option grant date.

2. The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Five and the documents evidencing the option, be payable in one or more
of the forms specified below:

(i) cash or check made payable to the Corporation,

(ii) shares of Common Stock held for the requisite
period necessary to avoid a charge to the Corporation's earnings for
financial reporting purposes and valued at Fair Market Value on the
Exercise Date, or

(iii) to the extent the option is exercised for vested
shares, through a special sale and remittance procedure pursuant to
which the Optionee shall concurrently provide irrevocable written
instructions to (a) a Corporation- designated brokerage firm to effect
the immediate sale of the purchased shares and remit to the Corporation,
out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of
such exercise and (b) the Corporation to deliver the certificates for
the purchased shares directly to such brokerage firm in order to
complete the sale transaction.

Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

<PAGE> 7
B. Exercise and Term of Options. Each option shall be exercisable
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option. However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

C. Effect of Termination of Service.

1. The following provisions shall govern the exercise of
any options held by the Optionee at the time of cessation of Service or death:

(i) Any option outstanding at the time of the
Optionee's cessation of Service for any reason shall remain exercisable
for such period of time thereafter as shall be determined by the Plan
Administrator and set forth in the documents evidencing the option, but
no such option shall be exercisable after the expiration of the option
term.

(ii) Any option exercisable in whole or in part by the
Optionee at the time of death may be subsequently exercised by the
personal representative of the Optionee's estate or by the person or
persons to whom the option is transferred pursuant to the Optionee's
will or in accordance with the laws of descent and distribution.

(iii) During the applicable post-Service exercise
period, the option may not be exercised in the aggregate for more than
the number of vested shares for which the option is exercisable on the
date of the Optionee's cessation of Service. Upon the expiration of the
applicable exercise period or (if earlier) upon the expiration of the
option term, the option shall terminate and cease to be outstanding for
any vested shares for which the option has not been exercised. However,
the option shall, immediately upon the Optionee's cessation of Service,
terminate and cease to be outstanding to the extent it is not
exercisable for vested shares on the date of such cessation of Service.

(iv) Should the Optionee's Service be terminated for
Misconduct, then all outstanding options held by the Optionee shall
terminate immediately and cease to be outstanding.

(v) In the event of an Involuntary Termination
following a Corporate Transaction, the provisions of Section III of this
Article Two shall govern the period for which the outstanding options
are to remain exercisable following the Optionee's cessation of Service
and shall supersede any provisions to the contrary in this section.

2. The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

<PAGE> 8
(i) extend the period of time for which the option is
to remain exercisable following the Optionee's cessation of Service from
the period otherwise in effect for that option to such greater period of
time as the Plan Administrator shall deem appropriate, but in no event
beyond the expiration of the option term, and/or

(ii) permit the option to be exercised, during the
applicable post-Service exercise period, not only with respect to the
number of vested shares of Common Stock for which such option is
exercisable at the time of the Optionee's cessation of Service but also
with respect to one or more additional installments in which the
Optionee would have vested under the option had the Optionee continued
in Service.

D. Stockholder Rights. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

E. Repurchase Rights. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

F. Limited Transferability of Options. During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death. Non-Statutory Options may, to the
extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime to one or more members of the Optionee's
immediate family or to a trust established exclusively for one or more such
family members. The terms applicable to the assigned portion shall be the same
as those in effect for the option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Plan Administrator
may deem appropriate.

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Five shall be applicable to Incentive
Options. Options which are specifically designated as Non- Statutory Options
when issued under the Plan shall not be subject to the terms of this Section II.

A. Eligibility. Incentive Options may only be granted to
Employees.

<PAGE> 9
B. Exercise Price. The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

C. Dollar Limitation. The aggregate Fair Market Value of the
shares of Common Stock (determined as of the respective date or dates of grant)
for which one or more options granted to any Employee under the Plan (or any
other option plan of the Corporation or any Parent or Subsidiary) may for the
first time become exercisable as Incentive Options during any one (1) calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

D. 10% Stockholder. If any Employee to whom an Incentive Option
is granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL

A. In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares of Common Stock at the time subject to
such option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall NOT so accelerate
if and to the extent: (i) such option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof), (ii) such option
is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested option shares at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same vesting schedule applicable to such option or (iii) the acceleration of
such option is subject to other limitations imposed by the Plan Administrator at
the time of the option grant. The determination of option comparability under
clause (i) above shall be made by the Plan Administrator, and its determination
shall be final, binding and conclusive.

B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

<PAGE> 10
C. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

D. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

E. Any options which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time shall automatically
accelerate (and any of the Corporation's outstanding repurchase rights which do
not otherwise terminate at the time of the Corporate Transaction shall
automatically terminate and the shares of Common Stock subject to those
terminated rights shall immediately vest in full) in the event the Optionee's
Service should subsequently terminate by reason of an Involuntary Termination
within eighteen (18) months following the effective date of such Corporate
Transaction. Any options so accelerated shall remain exercisable for
fully-vested shares until the earlier of (i) the expiration of the option term
or (ii) the expiration of the one (1)-year period measured from the effective
date of the Involuntary Termination.

F. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to (i) provide for the automatic acceleration of one or more
outstanding options (and the automatic termination of one or more outstanding
repurchase rights with the immediate vesting of the shares of Common Stock
subject to those rights) upon the occurrence of a Change in Control or (ii)
condition any such option acceleration (and the termination of any outstanding
repurchase rights) upon the subsequent Involuntary Termination of the Optionee's
Service within a specified period following the effective date of such Change in
Control. Any options accelerated in connection with a Change in Control shall
remain fully exercisable until the expiration or sooner termination of the
option term.

G. The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

H. The grant of options under the Discretionary Option Grant
Program shall in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change

<PAGE> 11
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

IV. CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plan) and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new option grant date.

V. STOCK APPRECIATION RIGHTS

A. The Plan Administrator shall have full power and authority to
grant to selected Optionees tandem stock appreciation rights and/or limited
stock appreciation rights.

B. The following terms shall govern the grant and exercise of
tandem stock appreciation rights:

(i) One or more Optionees may be granted the right,
exercisable upon such terms as the Plan Administrator may establish, to
elect between the exercise of the underlying option for shares of Common
Stock and the surrender of that option in exchange for a distribution
from the Corporation in an amount equal to the excess of (A) the Fair
Market Value (on the option surrender date) of the number of shares in
which the Optionee is at the time vested under the surrendered option
(or surrendered portion thereof) over (B) the aggregate exercise price
payable for such shares.

(ii) No such option surrender shall be effective
unless it is approved by the Plan Administrator. If the surrender is so
approved, then the distribution to which the Optionee shall be entitled
may be made in shares of Common Stock valued at Fair Market Value on the
option surrender date, in cash, or partly in shares and partly in cash,
as the Plan Administrator shall in its sole discretion deem appropriate.

(iii) If the surrender of an option is rejected by the
Plan Administrator, then the Optionee shall retain whatever rights the
Optionee had under the surrendered option (or surrendered portion
thereof) on the option surrender date and may exercise such rights at
any time prior to the later of (A) five (5) business days after the
receipt of the rejection notice or (B) the last day on which the option
is otherwise exercisable in accordance with the terms of the documents
evidencing such option, but in no event may such rights be exercised
more than ten (10) years after the option grant date.

10.

<PAGE> 12
C. The following terms shall govern the grant and exercise of
limited stock appreciation rights:

(i) One or more Section 16 Insiders may be granted
limited stock appreciation rights with respect to their outstanding
options.

(ii) Upon the occurrence of a Hostile Take-Over, each
such individual holding one or more options with such a limited stock
appreciation right shall have the unconditional right (exercisable for a
thirty (30)-day period following such Hostile Take-Over) to surrender
each such option to the Corporation, to the extent the option is at the
time exercisable for vested shares of Common Stock. In return for the
surrendered option, the Optionee shall receive a cash distribution from
the Corporation in an amount equal to the excess of (A) the Take-Over
Price of the shares of Common Stock which are at the time vested under
each surrendered option (or surrendered portion thereof) over (B) the
aggregate exercise price payable for such shares. Such cash distribution
shall be paid within five (5) days following the option surrender date.

(iii) Neither the approval of the Plan Administrator
nor the consent of the Board shall be required in connection with such
option surrender and cash distribution.

(iv) The balance of the option (if any) shall continue
in full force and effect in accordance with the documents evidencing
such option.

11.

<PAGE> 13
ARTICLE THREE

STOCK ISSUANCE PROGRAM

I. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below.

A. Purchase Price

1. The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the stock issuance date.

2. Subject to the provisions of Section I of Article Five,
shares of Common Stock may be issued under the Stock Issuance Program for one or
both of the following items of consideration which the Plan Administrator may
deem appropriate in each individual instance:

(i)cash or check made payable to the Corporation, or

(ii) past services rendered to the Corporation (or any
Parent or Subsidiary).

B. Vesting Provisions

1. Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program, namely:

(i) the Service period to be completed by the
Participant or the performance objectives to be attained,

(ii)the number of installments in which the shares are
to vest,

12.

<PAGE> 14
(iii) the interval or intervals (if any) which are to
lapse between installments, and

(iv) the effect which death, Permanent Disability or
other event designated by the Plan Administrator is to have upon the
vesting schedule,

shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement.

2. Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

3. The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

4. Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase- money note of
the Participant attributable to such surrendered shares.

5. The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or
other assets attributable thereto) which would otherwise occur upon the
cessation of the Participant's Service or the non- completion of the vesting
schedule applicable to such shares. Such waiver shall result in the immediate
vesting of the Participant's interest in the shares of Common Stock as to which
the waiver applies. Such waiver may be effected at any time, whether before or
after the Participant's cessation of Service or the attainment or non-attainment
of the applicable performance objectives.

13.

<PAGE> 15
II. CORPORATE TRANSACTION/CHANGE IN CONTROL

A. All of the outstanding repurchase rights under the Stock
Issuance Program shall terminate automatically, and all the shares of Common
Stock subject to those terminated rights shall immediately vest in full, in the
event of any Corporate Transaction, except to the extent (i) those repurchase
rights are assigned to the successor corporation (or parent thereof) in
connection with such Corporate Transaction or (ii) such accelerated vesting is
precluded by other limitations imposed in the Stock Issuance Agreement.

B. The Plan Administrator shall have the discretion, exercisable
either at the time the unvested shares are issued or at any time while the
Corporation's repurchase right remains outstanding, to provide for the automatic
termination of one or more outstanding repurchase rights, and the immediate
vesting of the shares of Common Stock subject to those rights, upon the
occurrence of a Corporate Transaction, whether or not those repurchase rights
are assigned in connection with the Corporate Transaction.

C. Any repurchase rights that are assigned in the Corporate
Transaction shall automatically terminate, and all the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
the Optionee's Service should subsequently terminate by reason of an Involuntary
Termination within eighteen (18) months following the effective date of such
Corporate Transaction.

D. The Plan Administrator shall have the discretion, exercisable
either at the time the unvested shares are issued or at any time while the
Corporation's repurchase right remains outstanding, to (i) provide for the
automatic termination of one or more outstanding repurchase rights and the
immediate vesting of the shares of Common Stock subject to those rights upon the
occurrence of a Change in Control or (ii) condition any such accelerated vesting
upon the subsequent Involuntary Termination of the Participant's Service within
a specified period following the effective date of such Change in Control.

III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator's discretion, be
held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.

14.

<PAGE> 16
ARTICLE FOUR

AUTOMATIC OPTION GRANT PROGRAM

I. OPTION TERMS

A. GRANT DATES. Option grants shall be made on the dates
specified below:

1. Each Eligible Director who is a non-employee Board
member on the Automatic Option Grant Program Effective Date and each Eligible
Director who is first elected or appointed as a non-employee Board member after
such date shall automatically be granted, on the Automatic Option Grant Program
Effective Date or on the date of such initial election or appointment (as the
case may be), a Non-Statutory Option to purchase 1,000 shares of Common Stock.

2. On the date of each Annual Stockholders Meeting,
beginning with the first Annual Meeting held after the Section 12(g)
Registration Date, each individual who is to continue to serve as an Eligible
Director after such meeting, shall automatically be granted, whether or not such
individual is standing for re-election as a Board member at that Annual Meeting,
a Non-Statutory Option to purchase an additional 1,000 shares of Common Stock,
provided such individual has served as a non-employee Board member for at least
six (6) months prior to the date of such Annual Meeting. There shall be no limit
on the number of such annual 1,000-share option grants any one Eligible Director
may receive over his or her period of Board service.

B. EXERCISE PRICE.

1. The exercise price per share shall be equal to one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option grant date.

2. The exercise price shall be payable in one or more of
the alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

C. OPTION TERM. Each option shall have a term of ten (10) years
measured from the option grant date.

D. EXERCISE AND VESTING OF OPTIONS. Each option shall be
immediately exercisable for any or all of the option shares. However, any shares
purchased under the option shall be subject to repurchase by the Corporation, at
the exercise price paid per share, upon the Optionee's cessation of Board
service prior to vesting in those shares. Each option grant, whether

15.

<PAGE> 17
an initial or an annual grant, shall vest, and the Corporation's repurchase
right shall lapse, in a series of four (4) equal and successive annual
installments over the Optionee's period of continued service as a Board member,
with the first such installment to vest upon the Optionee's completion of one
(1) year of Board service measured from the option grant date.

E. EFFECT OF TERMINATION OF BOARD SERVICE. The following
provisions shall govern the exercise of any options held by the Optionee at the
time the Optionee ceases to serve as a Board member:

(i) The Optionee (or, in the event of Optionee's death,
the personal representative of the Optionee's estate or the person or
persons to whom the option is transferred pursuant to the Optionee's
will or in accordance with the laws of descent and distribution) shall
have a twelve (12)-month period following the date of such cessation of
Board service in which to exercise each such option.

(ii) During the twelve (12)-month exercise period, the
option may not be exercised in the aggregate for more than the number of
vested shares of Common Stock for which the option is exercisable at the
time of the Optionee's cessation of Board service.

(iii) Should the Optionee cease to serve as a Board member
by reason of death or Permanent Disability, then all shares at the time
subject to the option shall immediately vest so that such option may,
during the twelve (12)- month exercise period following such cessation
of Board service, be exercised for all or any portion of such shares as
fully-vested shares of Common Stock.

(iv) In no event shall the option remain exercisable after
the expiration of the option term. Upon the expiration of the twelve
(12)-month exercise period or (if earlier) upon the expiration of the
option term, the option shall terminate and cease to be outstanding for
any vested shares for which the option has not been exercised. However,
the option shall, immediately upon the Optionee's cessation of Board
service, terminate and cease to be outstanding to the extent it is not
exercisable for vested shares on the date of such cessation of Board
service.

II. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. In the event of any Corporate Transaction, the shares of
Common Stock at the time subject to each outstanding option but not otherwise
vested shall automatically vest in full so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares of Common Stock at the time subject to
such option and may be exercised for all or any portion of such shares as
fully-vested shares

16.

<PAGE> 18
of Common Stock. Immediately following the consummation of the Corporate
Transaction, each automatic option grant shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

B. In connection with any Change in Control, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Change in Control, become fully exercisable
for all of the shares of Common Stock at the time subject to such option and may
be exercised for all or any portion of such shares as fully-vested shares of
Common Stock. Each such option shall remain exercisable for such fully-vested
option shares until the expiration or sooner termination of the option term or
the surrender of the option in connection with a Hostile Take-Over.

C. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each of
his or her outstanding automatic options. The Optionee shall in return be
entitled to a cash distribution from the Corporation in an amount equal to the
excess of (i) the Take-Over Price of the shares of Common Stock at the time
subject to the surrendered option (whether or not the Optionee is otherwise at
the time vested in those shares) over (ii) the aggregate exercise price payable
for such shares. Such cash distribution shall be paid within five (5) days
following the surrender of the option to the Corporation. No approval or consent
of the Board shall be required in connection with such option surrender and cash
distribution.

D. The grant of options under the Automatic Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

III. REMAINING TERMS

The remaining terms of each option granted under the Automatic
Option Grant Program shall be the same as the terms in effect for option grants
made under the Discretionary Option Grant Program.

17.

<PAGE> 19
ARTICLE FIVE

MISCELLANEOUS

I. FINANCING

A. The Plan Administrator may permit any Optionee or Participant
to pay the option exercise price under the Discretionary Option Grant Program or
the purchase price for shares issued under the Stock Issuance Program by
delivering a promissory note payable in one or more installments. The terms of
any such promissory note (including the interest rate and the terms of
repayment) shall be established by the Plan Administrator in its sole
discretion. Promissory notes may be authorized with or without security or
collateral. In all events, the maximum credit available to the Optionee or
Participant may not exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase.

B. The Plan Administrator may, in its discretion, determine that
one or more such promissory notes shall be subject to forgiveness by the
Corporation in whole or in part upon such terms as the Plan Administrator may
deem appropriate.

II. TAX WITHHOLDING

A. The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options or stock appreciation rights or upon the issuance
or vesting of such shares under the Plan shall be subject to the satisfaction of
all applicable Federal, state and local income and employment tax withholding
requirements.

B. The Plan Administrator may, in its discretion, provide any or
all holders of Non-Statutory Options or unvested shares of Common Stock under
the Plan (other than the options granted or the shares issued under the
Automatic Option Grant Program) with the right to use shares of Common Stock in
satisfaction of all or part of the Taxes incurred by such holders in connection
with the exercise of their options or the vesting of their shares. Such right
may be provided to any such holder in either or both of the following formats:

(i) Stock Withholding: The election to have the
Corporation withhold, from the shares of Common Stock otherwise issuable
upon the exercise of such Non-Statutory Option or the vesting of such
shares, a portion of those shares with an aggregate Fair Market Value
equal to the percentage of the Taxes (not to exceed one hundred percent
(100%)) designated by the holder.

18.

<PAGE> 20
(ii) Stock Delivery: The election to deliver to the
Corporation, at the time the Non-Statutory Option is exercised or the
shares vest, one or more shares of Common Stock previously acquired by
such holder (other than in connection with the option exercise or share
vesting triggering the Taxes) with an aggregate Fair Market Value equal
to the percentage of the Taxes (not to exceed one hundred percent
(100%)) designated by the holder.

III. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Discretionary Option Grant and Stock Issuance Programs
became effective on the Plan Effective Date. The Automatic Option Grant Program
became effective on the Automatic Option Grant Program Effective Date, and the
initial options under the Automatic Option Grant Program were made to the
Eligible Directors at that time. The Plan was approved by the Corporation's
stockholders in September 1995.

On May 11, 1996, the Board adopted an amendment (the "1996
Amendment") which (i) imposed a maximum limit, for purposes of Section 162(m) of
the Code, on the number of shares for which any one person may be granted
options, separately exercisable stock appreciation rights and direct stock
issuances per calendar year under the Plan and (ii) increased the number of
shares of Common Stock issuable under the Plan by an additional 2,000,000
shares. The 1996 Amendment became effective immediately upon adoption by the
Board and was approved by the Corporation's stockholders at the 1997 Annual
Meeting.

On July 1, 1997, the board amended the Plan to increase the
number of shares of Common Stock available for issuance under the Plan by
3,500,000 shares, subject to stockholder approval at the 1998 Annual
Stockholders Meeting.

The Plan was amended and restated on April 13, 1998 to effect the
following changes: (i) render the non-employee Board members who serve as the
Plan Administrator eligible to receive option grants and direct stock issuances
under the Discretionary Option Grant and Stock Issuance Programs, (ii) eliminate
certain restrictions on the eligibility of non-employee Board members to serve
as Plan Administrator, (iii) allow shares issued under the Plan and subsequently
reacquired by the Corporation to be added back to the share reserve available
for future issuance under the Plan and (iv) effect a series of technical changes
to the provisions of the Plan (including the stockholder approval requirements)
in order to take advantage of the amendments to Rule 16b-3 of the Securities and
Exchange Commission which exempt certain officer and director transactions under
the Plan from the short-swing liability provisions of the Federal securities
laws. If such stockholder approval is not obtained at the 1998 Annual Meeting,
then (i) any options previously granted on the basis of the 3,500,000-share
increase shall terminate, and no further options based on such increase shall be
granted, (ii) non-employee Board members who serve as the Plan Administrator
shall not be eligible to receive option grants or direct stock issuances under
the Discretionary Option Grant or Stock Issuance Programs and (iii) shares of
Common Stock reacquired by the Corporation shall not be added back to the
reserve available for issuance under the Plan. Those options granted under the
Plan which are

19.

<PAGE> 21
not based on such increase shall remain outstanding in accordance with the terms
and conditions of the respective agreements evidencing such options, whether or
not the requisite stockholder approval of the share increase is obtained.
Subject to the foregoing limitations, the Plan Administrator may grant options
under the Plan at any time before the date fixed herein for termination of the
Plan.

B. The Plan shall serve as the successor to the Predecessor Plan,
and no further option grants shall be made under the Predecessor Plan after the
Plan Effective Date. All options outstanding under the Predecessor Plan as of
such date shall, immediately upon approval of the Plan by the Corporations's
stockholders, be incorporated into the Plan and treated as outstanding options
under the Plan. However, each outstanding option so incorporated shall continue
to be governed solely by the terms of the documents evidencing such option, and
no provision of the Plan shall be deemed to affect or otherwise modify the
rights or obligations of the holders of such incorporated options with respect
to their acquisition of shares of Common Stock.

C. One or more provisions of the Plan, including (without
limitation) the option/vesting acceleration provisions of Article Two relating
to Corporate Transactions and Changes in Control, may, in the Plan
Administrator's discretion, be extended to one or more options incorporated from
the Predecessor Plan which do not otherwise contain such provisions.

D. The Plan shall terminate upon the earliest of (i) September
20, 2005, (ii) the date on which all shares available for issuance under the
Plan shall have been issued pursuant to the exercise of the options or the
issuance of shares (whether vested or unvested) under the Plan or (iii) the
termination of all outstanding options in connection with a Corporate
Transaction. Upon such Plan termination, all options and unvested stock
issuances outstanding on such date shall thereafter continue to have force and
effect in accordance with the provisions of the documents evidencing such
options or issuances.

IV. AMENDMENT OF THE PLAN

A. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with
respect to options, stock appreciation rights or unvested stock issuances at the
time outstanding under the Plan unless the Optionee or the Participant consents
to such amendment or modification. In addition, certain amendments may require
stockholder approval pursuant to applicable laws or regulations.

B. Options to purchase shares of Common Stock may be granted
under the Discretionary Option Grant Program and shares of Common Stock may be
issued under the Stock Issuance Program that are in each instance in excess of
the number of shares then available for issuance under the Plan, provided any
excess shares actually issued under those programs are held in escrow until
there is obtained stockholder approval of an amendment sufficiently increasing
the number of shares of Common Stock available for issuance under the Plan. If
such stockholder approval is not obtained within twelve (12) months after the
date the first such excess

20.

<PAGE> 22
issuances are made, then (i) any unexercised options granted on the basis of
such excess shares shall terminate and cease to be outstanding and (ii) the
Corporation shall promptly refund to the Optionees and the Participants the
exercise or purchase price paid for any excess shares issued under the Plan and
held in escrow, together with interest (at the applicable Short Term Federal
Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically cancelled and cease to be outstanding.

V. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

VI. REGULATORY APPROVALS

The implementation of the Plan, the granting of any option or
stock appreciation right under the Plan and the issuance of any shares of Common
Stock (i) upon the exercise of any option or stock appreciation right or (ii)
under the Stock Issuance Program shall be subject to the Corporation's
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the options and stock appreciation rights
granted under it and the shares of Common Stock issued pursuant to it. No shares
of Common Stock or other assets shall be issued or delivered under the Plan
unless and until there shall have been compliance with all applicable
requirements of Federal and state securities laws and any applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which Common Stock is then listed for trading.

VII. NO EMPLOYMENT/SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

21.

<PAGE> 23
APPENDIX

The following definitions shall be in effect under the Plan:

A. AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option grant
program in effect under the Plan.

B. AUTOMATIC OPTION GRANT PROGRAM EFFECTIVE DATE shall mean the date on
which the Underwriting Agreement is executed and the initial public offering
price of the Common Stock is established.

C. BOARD shall mean the Corporation's Board of Directors.

D. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

(i) the acquisition, directly or indirectly, by any person
or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation), of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept, or

(ii) a change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who
either (A) have been Board members continuously since the beginning of
such period or (B) have been elected or nominated for election as Board
members during such period by at least a majority of the Board members
described in clause (A) who were still in office at the time the Board
approved such election or nomination.

E. CODE shall mean the Internal Revenue Code of 1986, as amended.

F. COMMON STOCK shall mean the Corporation's common stock.

G. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting
power of the

A-1.

<PAGE> 24
Corporation's outstanding securities are transferred to a person or
persons different from the persons holding those immediately prior to
such transaction; or

(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

H. CORPORATION shall mean i2 Technologies, Inc., a Delaware corporation.

I. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary
option grant program in effect under the Plan.

J. ELIGIBLE DIRECTOR shall mean a non-employee Board member eligible to
participate in the Automatic Option Grant Program in accordance with the
eligibility provisions of Article One.

K. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

L. EXERCISE DATE shall mean the date on which the Corporation shall have
received written notice of the option exercise.

M. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the
Nasdaq National Market, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question, as such
price is reported by the National Association of Securities Dealers on
the Nasdaq National Market or any successor system. If there is no
closing selling price for the Common Stock on the date in question, then
the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any
Stock Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the Stock
Exchange determined by the Plan Administrator to be the primary market
for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no closing
selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

A-2.

<PAGE> 25
(iii) For purposes of option grants made on the date the
Underwriting Agreement is executed and the initial public offering price
of the Common Stock is established, the Fair Market Value shall be
deemed to be equal to the established initial offering price per share.
For purposes of option grants made prior to such date, the Fair Market
Value shall be determined by the Plan Administrator after taking into
account such factors as the Plan Administrator shall deem appropriate.

N. HOSTILE TAKE-OVER shall mean a change in ownership of the Corporation
effected through the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's stockholders which
the Board does not recommend such stockholders to accept.

O. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

P. INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

(i) such individual's involuntary dismissal or discharge
by the Corporation for reasons other than Misconduct, or

(ii) such individual's voluntary resignation following (A)
a change in his or her position with the Corporation which materially
reduces his or her level of responsibility, (B) a reduction in his or
her level of compensation (including base salary, fringe benefits and
any non-discretionary and objective-standard incentive payment or bonus
award) by more than fifteen percent (15%) or (C) a relocation of such
individual's place of employment by more than fifty (50) miles, provided
and only if such change, reduction or relocation is effected by the
Corporation without the individual's consent.

Q. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

A-3.

<PAGE> 26
R. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

S. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

T. OPTIONEE shall mean any person to whom an option is granted under the
Discretionary Option Grant or Automatic Option Grant Program.

U. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

V. PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

W. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability
of the Optionee or the Participant to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more. However, solely for the purposes of the Automatic Option Grant Program,
Permanent Disability or Permanently Disabled shall mean the inability of the
non-employee Board member to perform his or her usual duties as a Board member
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more.

X. PLAN shall mean the Corporation's 1995 Stock Option/Stock Issuance
Plan, as set forth in this document.

Y. PLAN ADMINISTRATOR shall mean the particular entity, whether the
Board or the Committee, which is authorized to administer the Discretionary
Option Grant and Stock Issuance Programs with respect to one or more classes of
eligible persons, to the extent such entity is carrying out its administrative
functions under those programs with respect to the persons under its
jurisdiction.

Z. PLAN EFFECTIVE DATE shall mean the date on which the Plan is adopted
by the Board.

AA. PREDECESSOR PLAN shall mean the Corporation's existing 1992 Stock
Plan.

AB. COMMITTEE shall mean the committee of two (2) or more non-employee
Board members appointed by the Board to administer the Plan.

A-4.

<PAGE> 27
AC. SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

AD. SECTION 12(G) REGISTRATION DATE shall mean the first date on which
the Common Stock is registered under Section 12(g) of the 1934 Act.

AE. SERVICE shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

AF. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

AG. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by
the Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

AH. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
effect under the Plan.

AI. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

AJ. TAKE-OVER PRICE shall mean the greater of (i) the Fair Market Value
per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting such
Hostile Take-Over. However, if the surrendered option is an Incentive Option,
the Take-Over Price shall not exceed the clause (i) price per share.

AK. TAXES shall mean the Federal, state and local income and employment
tax liabilities incurred by the holder of Non-Statutory Options or unvested
shares of Common Stock in connection with the exercise of such holder's options
or the vesting of his or her shares.

AL. 10% STOCKHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing ten percent (10%) or more of the total combined
voting power of all classes of stock of the Corporation (or any Parent or
Subsidiary).

A-5.

<PAGE> 1
EXHIBIT 99.3

Form Stock Option Agreement

<PAGE> 2
i2 TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT

RECITALS

A. The Board has adopted the Plan for the purpose of retaining the
services of selected Employees, non-employee members of the Board or the board
of directors of any Parent or Subsidiary and consultants and other independent
advisors who provide services to the Corporation (or any Parent or Subsidiary).

B. Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

C. All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

NOW, THEREFORE, it is hereby agreed as follows:

1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as
of the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

2. OPTION TERM. This option shall have a term of ten (10) years
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.

3. LIMITED TRANSFERABILITY. This option shall be neither
transferable nor assignable by Optionee other than by will or by the laws of
descent and distribution following Optionee's death and may be exercised, during
Optionee's lifetime, only by Optionee. However, if this option is designated a
Non-Statutory Option in the Grant Notice, then this option may, in connection
with Optionee's estate plan, be assigned in whole or in part during Optionee's
lifetime to one or more members of Optionee's immediate family or to a trust
established for the exclusive benefit of one or more such family members. The
assigned portion shall be exercisable only by the person or persons who acquire
a proprietary interest in the option pursuant to such assignment. The terms
applicable to the assigned portion shall be the same as those in effect for this
option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Plan Administrator may deem appropriate.

<PAGE> 3
4. DATES OF EXERCISE. This option shall be immediately
exercisable for the Option Shares in one installment as specified in the Grant
Notice. The option shall remain exercisable until the Expiration Date or sooner
termination of the option term under Paragraph 5 or 6.

5. CESSATION OF SERVICE.

(a) The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

(i) Should Optionee cease to remain in Service for any
reason (other than death or Permanent Disability) while this option is
outstanding, then Optionee shall have a period of twelve (12) months
(commencing with the date of such cessation of Service) during which to
exercise this option provided Optionee satisfies the Non-Compete
Covenant during such twelve (12)-month period. In no event shall this
option be exercisable at any time after the Expiration Date.

(ii) Should Optionee die while this option is outstanding,
then the personal representative of Optionee's estate or the person or
persons to whom the option is transferred pursuant to Optionee's will or
in accordance with the laws of descent and distribution shall have the
right to exercise this option. Such right shall lapse and this option
shall cease to be outstanding upon the earlier of (A) the expiration of
the twelve (12)- month period measured from the date of Optionee's death
or (B) the Expiration Date.

(iii) Should Optionee cease Service by reason of Permanent
Disability while this option is outstanding, then Optionee shall have a
period of twelve (12) months (commencing with the date of such cessation
of Service) during which to exercise this option. In no event shall this
option be exercisable at any time after the Expiration Date.

(iv) During the limited period of post-Service
exercisability, this option may not be exercised in the aggregate for
more than the number of vested Option Shares for which the option is
exercisable at the time of Optionee's cessation of Service. Upon the
expiration of such limited exercise period or (if earlier) upon the
Expiration Date, this option shall terminate and cease to be
outstanding.

(v) This option shall terminate immediately upon breach by
Optionee of the Non-Compete Covenant.

<PAGE> 4
(vi) In the event of a Corporate Transaction, the
provisions of Paragraph 6 shall govern the period for which this option
is to remain exercisable following Optionee's Involuntary Termination of
Service and shall supersede any provisions to the contrary in this
paragraph.

(b) Notwithstanding any other provision of this Agreement,
should Optionee's Service be terminated for Misconduct, then this option shall
terminate immediately and cease to remain outstanding.

6. SPECIAL ACCELERATION OF OPTION.

(a) In the event of a Corporate Transaction, all the
Option Shares at the time subject to this option but not otherwise vested shall
automatically vest and the Corporation's repurchase rights with respect to those
shares shall immediately terminate so that this option shall, immediately prior
to the effective date of the Corporate Transaction, become exercisable for any
or all of the Option Shares as fully-vested shares of Common Stock. No such
accelerated vesting of the Option Shares, however, shall occur if and to the
extent: (i) this option is, in connection with the Corporate Transaction, either
to be assumed by the successor corporation (or parent thereof) or to be replaced
with a comparable option to purchase shares of the capital stock of the
successor corporation (or parent thereof), and the Corporation's repurchase
rights with respect to any Option Shares which are unvested immediately prior to
the Corporate Transaction are to be assigned to such successor corporation (or
parent thereof) or (ii) this option is to be replaced with a cash incentive
program of the successor corporation which preserves the spread existing on the
unvested Option Shares at the time of the Corporate Transaction (the excess of
the Fair Market Value of such Option Shares over the Exercise Price payable for
such shares) and provides for subsequent payout in accordance with the same
vesting schedule applicable to those Option Shares as set forth in the Grant
Notice.

(b) Immediately following the Corporate Transaction, this
option, to the extent not previously exercised, shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof) in connection with the Corporate Transaction.

(c) If this option is assumed in connection with a
Corporate Transaction, then this option shall be appropriately adjusted,
immediately after such Corporate Transaction, to apply to the number and class
of securities which would have been issuable to Optionee in consummation of such
Corporate Transaction had the option been exercised immediately prior to such
Corporate Transaction, and appropriate adjustments shall also be made to the
Exercise Price, provided the aggregate Exercise Price shall remain the same.

(d) Upon an Involuntary Termination of Optionee's Service
within eighteen (18) months following a Corporate Transaction in which this
option is assumed or replaced and the Corporation's repurchase rights with
respect to the unvested Option Shares are

<PAGE> 5
assigned, all the Option Shares at the time subject to this option but not
otherwise vested shall automatically vest and the Corporation's repurchase
rights with respect to those shares shall terminate so that this option shall
immediately become exercisable for all such Option Shares as fully-vested shares
of Common Stock and may be exercised for any or all of those shares at any time
prior to the earlier of (i) the Expiration Date or (ii) the expiration of the
twelve (12)-month period measured from the date of the Involuntary Termination.

(e) This Agreement shall not in any way affect the right
of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

7. ADJUSTMENT IN OPTION SHARES. Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

8. STOCKHOLDER RIGHTS. The holder of this option shall not have
any stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

9. MANNER OF EXERCISING OPTION.

(a) In order to exercise this option with respect to all
or any part of the Option Shares for which this option is at the time
exercisable, Optionee (or any other person or persons exercising the option)
must take the following actions:

(i) Execute and deliver to the Corporation a Purchase
Agreement for the Option Shares for which the option is exercised.

(ii) Pay the aggregate Exercise Price for the purchased
shares in one or more of the following forms:

(A) cash or check made payable to the Corporation;

(B) a promissory note payable to the Corporation, but
only to the extent approved by the Plan Administrator in accordance with
Paragraph 14;

<PAGE> 6
Should the Common Stock be registered under Section 12(g)
of the 1934 Act at the time this option is exercised, then the Exercise
Price may also be paid as follows:

(C) shares of Common Stock held by Optionee (or any
other person or persons exercising the option) for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date;
or

(D) to the extent the option is exercised for vested
Option Shares, through a special sale and remittance procedure pursuant
to which Optionee (or any other person or persons exercising the option)
shall concurrently provide irrevocable written instructions (I) to a
Corporation-designated brokerage firm to effect the immediate sale of
the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes required
to be withheld by the Corporation by reason of such exercise and (II) to
the Corporation to deliver the certificates for the purchased shares
directly to such brokerage firm in order to complete the sale
transaction.

Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the Exercise
Price must accompany the Purchase Agreement delivered to the Corporation
in connection with the option exercise.

(iii) Furnish to the Corporation appropriate documentation
that the person or persons exercising the option (if other than
Optionee) have the right to exercise this option.

(iv) Execute and deliver to the Corporation such written
representations as may be requested by the Corporation in order for it
to comply with the applicable requirements of Federal and State
securities laws.

(v) Make appropriate arrangements with the Corporation (or
Parent or Subsidiary employing or retaining Optionee) for the
satisfaction of all Federal, state and local income and employment tax
withholding requirements applicable to the option exercise.

<PAGE> 7
(b) As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.

10. NON-COMPETITION.

(a) In consideration for the extended period of
post-Service exercisability, Optionee agrees that, for a period of twelve (12)
months from the date of cessation of Service, Optionee shall not provide any
services (whether as an employee, agent, consultant, advisor or independent
contractor or in any other capacity directly or indirectly) to any Competitor in
a position that has substantially the same functions and/or responsibilities as
the position occupied by Optionee at the time of Optionee's cessation of
Service. For purposes of this covenant, a Competitor shall mean any corporation,
partnership or other entity which (i) is doing business in the country in which
Optionee was employed by the Corporation at the time of Optionee's cessation of
Service and (ii) is engaged in a business or has one or more product lines
competitive with the Corporation.

(b) If any restriction set forth in subparagraph 10(a)
above is held by any court of competent jurisdiction to be unenforceable, then
Optionee agrees, and hereby submits, to the reduction and limitation of such
restriction to such geographic area, range of activities or period as may be
enforceable.

(c) Optionee acknowledges that monetary damages may not be
sufficient to compensate the Corporation for any economic loss which may be
incurred by reason of Optionee's breach of the foregoing covenants. Accordingly,
in the event of any such breach, the Corporation shall, in addition to
termination of this option and any remedies available to the Corporation at law,
be entitled to obtain equitable relief in the form of an injunction precluding
Optionee from continuing such breach.

11. REPURCHASE RIGHTS. ALL OPTION SHARES ACQUIRED UPON THE
EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION
AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS
SPECIFIED IN THE PURCHASE AGREEMENT.

12. COMPLIANCE WITH LAWS AND REGULATIONS.

(a) The exercise of this option and the issuance of the
Option Shares upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange (or the Nasdaq
National Market if applicable) on which the Common Stock may be listed for
trading at the time of such exercise and issuance.

<PAGE> 8
(b) The inability of the Corporation to obtain approval
from any regulatory body having authority deemed by the Corporation to be
necessary to the lawful issuance and sale of any Common Stock pursuant to this
option shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. The Corporation, however, shall use its best efforts to
obtain all such approvals.

13. SUCCESSORS AND ASSIGNS. Except to the extent otherwise
provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Corporation and its successors and
assigns and Optionee, Optionee's assigns and the legal representatives, heirs
and legatees of Optionee's estate.

14. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

15. FINANCING. The Plan Administrator may, in its absolute
discretion and without any obligation to do so, permit Optionee to pay the
Exercise Price for the purchased Option Shares by delivering a full-recourse
promissory note payable to the Corporation. The terms of any such promissory
note (including the interest rate, the requirements for collateral and the terms
of repayment) shall be established by the Plan Administrator in its sole
discretion.

16. CONSTRUCTION. This Agreement and the option evidenced hereby
are made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan. All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this option.

17. GOVERNING LAW. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
TEXAS without resort to that State's conflict-of-laws rules.

18. EXCESS SHARES. If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common Stock which may
without stockholder approval be issued under the Plan, then this option shall be
void with respect to such excess shares, unless stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained in accordance with the provisions of the Plan.

<PAGE> 9
19. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION. In the
event this option is designated an Incentive Option in the Grant Notice, the
following terms and conditions shall also apply to the grant:

(i) This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this option is
exercised for one or more Option Shares: (A) more than three (3) months
after the date Optionee ceases to be an Employee for any reason other
than death or Permanent Disability or (B) more than twelve (12) months
after the date Optionee ceases to be an Employee by reason of Permanent
Disability.

(ii) This option shall not become exercisable in the
calendar year in which granted if (and to the extent) the aggregate Fair
Market Value (determined at the Grant Date) of the Common Stock for
which this option would otherwise first become exercisable in such
calendar year would, when added to the aggregate value (determined as of
the respective date or dates of grant) of the Common Stock and any other
securities for which one or more other Incentive Options granted to
Optionee prior to the Grant Date (whether under the Plan or any other
option plan of the Corporation or any Parent or Subsidiary) first become
exercisable during the same calendar year, exceed One Hundred Thousand
Dollars ($100,000) in the aggregate. To the extent the exercisability of
this option is deferred by reason of the foregoing limitation, the
deferred portion shall become exercisable in the first calendar year or
years thereafter in which the One Hundred Thousand Dollar ($100,000)
limitation of this Paragraph 18(ii) would not be contravened, but such
deferral shall in all events end immediately prior to the effective date
of a Corporate Transaction in which this option is not to be assumed,
whereupon the option shall become immediately exercisable as a Non-
Statutory Option for the deferred portion of the Option Shares.

(iii) Should Optionee hold, in addition to this option,
one or more other options to purchase Common Stock which become
exercisable for the first time in the same calendar year as this option,
then the foregoing limitations on the exercisability of such options as
Incentive Options shall be applied on the basis of the order in which
such options are granted.

20. SEVERABILITY. Each provision of this Agreement is severable
from the others, and if any provision hereof shall be to any extent
unenforceable it and the other provisions hereof shall continue to be
enforceable to the full extent allowable, as if such offending provision had not
been a part of this Agreement.

<PAGE> 10
APPENDIX

The following definitions shall be in effect under the Agreement:

A. AGREEMENT shall mean this Stock Option Agreement.

B. BOARD shall mean the Corporation's Board of Directors.

C. CODE shall mean the Internal Revenue Code of 1986, as amended.

D. COMMON STOCK shall mean the Corporation's common stock.

E. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities are transferred to a
person or persons different from the persons holding those securities
immediately prior to such transaction, or

(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

F. CORPORATION shall mean i2 Technologies, Inc., a Delaware corporation.

G. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

H. EXERCISE DATE shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.

I. EXERCISE PRICE shall mean the exercise price per share as specified
in the Grant Notice.

J. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

K. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

A-1.

<PAGE> 11
(i) If the Common Stock is at the time traded on the
Nasdaq National Market, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question, as the
price is reported by the National Association of Securities Dealers on
the Nasdaq National Market or any successor system. If there is no
closing selling price for the Common Stock on the date in question, then
the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

L. GRANT DATE shall mean the date of grant of the option as specified in
the Grant Notice.

M. GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

N. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

O. INVOLUNTARY TERMINATION shall mean the termination of Optionee's
Service which occurs by reason of:

(i) Optionee's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(ii) Optionee's voluntary resignation following (A) a
change in Optionee's position with the Corporation (or Parent or
Subsidiary employing Optionee) which materially reduces Optionee's level
of responsibility, (B) a reduction in Optionee's level of compensation
(including base salary, fringe benefits and any non-discretionary and
objective-standard incentive payment or bonus award) by more than
fifteen percent (15%) or (C) a relocation of Optionee's place of
employment by more than fifty (50) miles, provided and only if such
change, reduction or relocation is effected by the Corporation without
Optionee's consent.

A-2.

<PAGE> 12
P. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by
Optionee of confidential information or trade secrets of the Corporation (or any
Parent or Subsidiary), or any other intentional misconduct by Optionee adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of
Optionee or any other individual in the Service of the Corporation (or any
Parent or Subsidiary).

Q. NON-COMPETE COVENANT shall mean Optionee's covenant not to compete as
set forth in Paragraph 10.

R. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

S. OPTION SHARES shall mean the number of shares of Common Stock subject
to the option as specified in the Grant Notice.

T. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

V. PERMANENT DISABILITY shall mean the inability of Optionee to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or has lasted
or can be expected to last for a continuous period of twelve (12) months or
more.

W. PLAN shall mean the Corporation's 1995 Stock Option/Stock Issuance
Plan.

X. PLAN ADMINISTRATOR shall mean either the Board or a committee of
Board members, to the extent the committee is at the time responsible for the
administration of the Plan.

Y. PURCHASE AGREEMENT shall mean the stock purchase agreement in
substantially the form of Exhibit B to the Grant Notice.

Z. SERVICE shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor.

A-3.

<PAGE> 13
AA. STOCK EXCHANGE shall mean the American Stock Exchange or the New
York Stock Exchange.

AB. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

A-4.

<PAGE> 1
EXHIBIT 99.5

Form Automatic Stock Option Agreement

<PAGE> 2
i2 TECHNOLOGIES, INC.
AUTOMATIC STOCK OPTION AGREEMENT

RECITALS

A. The Corporation has implemented an automatic option grant program
under the Plan pursuant to which eligible non-employee members of the Board will
automatically receive special option grants at periodic intervals over their
period of Board service in order to provide such individuals with a meaningful
incentive to continue to serve as members of the Board.

B. Optionee is an eligible non-employee Board member, and this Agreement
is executed pursuant to, and is intended to carry out the purposes of, the Plan
in connection with the automatic grant of an option to purchase shares of Common
Stock under the Plan.

C. All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

NOW, THEREFORE, it is hereby agreed as follows:

1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as
of the Grant Date, a Non-Statutory Option to purchase up to the number of Option
Shares specified in the Grant Notice. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the
Exercise Price.

3. LIMITED TRANSFERABILITY. This option may, in connection with
the Optionee's estate plan, be assigned in whole or in part during Optionee's
lifetime to one or more members of the Optionee's immediate family or to a trust
established for the exclusive benefit of one or more such family members. The
assigned portion shall be exercisable only by the person or persons who acquire
a proprietary interest in the option pursuant to such assignment. The terms
applicable to the assigned portion shall be the same as those in effect for this
option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Corporation may deem appropriate. Should
the Optionee die while holding this option, then this option shall be
transferred in accordance with Optionee's will or the laws of descent and
distribution.

<PAGE> 3
4. EXERCISABILITY/VESTING.

(a) This option shall be immediately exercisable for any
or all of the Option Shares, whether or not the Option Shares are vested in
accordance with the Vesting Schedule and shall remain so exercisable until the
Expiration Date or sooner termination of the option term under Paragraph 5, 6 or
7.

(b) Optionee shall, in accordance with the Vesting
Schedule, vest in the Option Shares in one or more installments over his or her
period of Board service. Vesting in the Option Shares may be accelerated
pursuant to the provisions of Paragraph 5, 6 or 7. In no event, however, shall
any additional Option Shares vest following Optionee's cessation of service as a
Board member.

5. CESSATION OF BOARD SERVICE. Should Optionee's service as a
Board member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:

(a) Should Optionee cease to serve as a Board member for
any reason (other than death or Permanent Disability) while holding this option,
then the period for exercising this option shall be reduced to a twelve
(12)-month period (commencing with the date of such cessation of Board service),
but in no event shall this option be exercisable at any time after the
Expiration Date. During such limited period of exercisability, this option may
not be exercised in the aggregate for more than the number of Option Shares (if
any) in which Optionee is vested on the date Optionee ceases service as a Board
member. Upon the earlier of (i) the expiration of such twelve (12)-month period
or (ii) the specified Expiration Date, the option shall terminate and cease to
be exercisable with respect to any vested Option Shares for which the option has
not been exercised.

(b) Should Optionee cease service as a Board member by
reason of death or Permanent Disability, then all Option Shares at the time
subject to this option but not otherwise vested shall vest in full so that
Optionee (or the personal representative of Optionee's estate or the person or
persons to whom the option is transferred upon Optionee's death) shall have the
right to exercise this option for any or all of the Option Shares as
fully-vested shares of Common Stock at any time prior to the earlier of (i) the
expiration of the twelve (12)-month period measured from the date of Optionee's
cessation of Board service or (ii) the specified Expiration Date.

(c) Upon Optionee's cessation of Board service for any
reason other than death or Permanent Disability, this option shall immediately
terminate and cease to be outstanding with respect to any and all Option Shares
in which Optionee is not otherwise at that time vested in accordance with the
normal Vesting Schedule or the special vesting acceleration provisions of
Paragraph 6 or 7 below.

<PAGE> 4
(d) In the event of a Corporate Transaction or Change in
Control, the provisions of Paragraph 6 or 7 shall govern the period for which
this option is to remain exercisable following Optionee's cessation of Board
service and shall supersede any provisions to the contrary in this paragraph.

6. CORPORATE TRANSACTION.

(a) In the event of a Corporate Transaction, all Option
Shares at the time subject to this option but not otherwise vested shall
automatically vest so that this option shall, immediately prior to the effective
date of such Corporate Transaction, become exercisable for any or all of the
Option Shares as fully-vested shares of Common Stock. Immediately following the
Corporate Transaction, this option shall terminate and cease to be exercisable
except to the extent assumed by the successor corporation (or parent thereof) in
connection with such Corporate Transaction.

(b) If this option is assumed in connection with a
Corporate Transaction, then this option shall be appropriately adjusted,
immediately after such Corporate Transaction, to apply to the number and class
of securities which would have been issuable to Optionee in consummation of such
Corporate Transaction had the option been exercised immediately prior to such
Corporate Transaction, and appropriate adjustments shall also be made to the
Exercise Price, provided the aggregate Exercise Price shall remain the same.

(c) This Agreement shall not in any way affect the right
of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

7. CHANGE IN CONTROL/HOSTILE TAKE-OVER.

(a) All Option Shares subject to this option at the time
of a Change in Control but not otherwise vested shall automatically vest so that
this option shall, immediately prior to the effective date of such Change in
Control, become fully exercisable for all of the Option Shares at the time
subject to this option and may be exercised for all or any portion of such
shares as fully-vested shares of Common Stock. This option shall remain
exercisable for such fully-vested Option Shares until the earliest to occur of
(i) the Expiration Date, (ii) the sooner termination of this option in
accordance with Paragraph 5 or 6 or (iii) the surrender of the option in
connection with a Hostile Take-Over.

(b) Optionee shall have an unconditional right
(exercisable during the thirty (30)-day period immediately following the
consummation of such Hostile Take-Over) to surrender this option to the
Corporation in exchange for a cash distribution from the Corporation in an
amount equal to the excess of (i) the Take-Over Price of the Option Shares at
the time subject to the surrendered option (whether or not those Option Shares
are otherwise at the time

<PAGE> 5
vested) over (ii) the aggregate Exercise Price payable for such shares. This
Paragraph 7(b) limited stock appreciation right shall in all events terminate
upon the expiration or sooner termination of the option term and may not be
assigned or transferred by Optionee.

(c) To exercise the Paragraph 7(b) limited stock
appreciation right, Optionee must, during the applicable thirty (30)-day
exercise period, provide the Corporation with written notice of the option
surrender in which there is specified the number of Option Shares as to which
the Option is being surrendered. Such notice must be accompanied by the return
of Optionee's copy of this Agreement, together with any written amendments to
such Agreement. The cash distribution shall be paid to Optionee within five (5)
days following such delivery date, and no approval or consent of the Board shall
be required in connection with such option surrender and cash distribution. Upon
receipt of such cash distribution, this option shall be cancelled with respect
to the Option Shares subject to the surrendered option (or the surrendered
portion) and Optionee shall cease to have any further right to acquire those
Option Shares under this Agreement. The option shall, however, remain
outstanding for the balance of the Option Shares (if any) in accordance with the
terms of this Agreement, and the Corporation shall issue a new stock option
agreement (substantially in the same form as this Agreement) for those remaining
Option Shares.

8. ADJUSTMENT IN OPTION SHARES. Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

9. STOCKHOLDER RIGHTS. The holder of this option shall not have
any stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

10. MANNER OF EXERCISING OPTION.

(i) To the extent the option is exercised for vested
Option Shares, execute and deliver to the Corporation a Notice of
Exercise for the Option Shares for which the option is exercised. To the
extent this option is exercised for unvested Option Shares, execute and
deliver to the Corporation a Purchase Agreement.

<PAGE> 6
(ii) Pay the aggregate Exercise Price for the purchased
shares in one or more of the following forms:

(A) cash or check made payable to the Corporation,

(B) shares of Common Stock held by Optionee (or any
other person or persons exercising the option) for the requisite
period necessary to avoid a charge to the Corporation's earnings
for financial reporting purposes and valued at Fair Market Value
on the Exercise Date, or

(C) to the extent the option is exercised for vested
Option Shares, through a special sale and remittance procedure
pursuant to which Optionee (or any other person or persons
exercising the option) shall concurrently provide irrevocable
written instructions (I) to a Corporation-designated brokerage
firm to effect the immediate sale of the purchased shares and
remit to the Corporation, out of the sale proceeds available on
the settlement date, sufficient funds to cover the aggregate
Exercise Price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such
exercise and (II) to the Corporation to deliver the certificates
for the purchased shares directly to such brokerage firm in order
to complete the sale.

Except to the extent the sale and remittance procedure
is utilized in connection with the option exercise, payment of
the Exercise Price must accompany the Notice of Exercise (or the
Purchase Agreement) delivered to the Corporation in connection
with the option exercise.

(iii) Furnish to the Corporation appropriate documentation
that the person or persons exercising the option (if other than
Optionee) have the right to exercise this option.

(b) As soon after the Exercise Date as practical, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto. To the extent any such Option
Shares are unvested, the certificates for those Option Shares shall be endorsed
with an appropriate legend evidencing the Corporation's repurchase rights and
may be held in escrow with the Corporation until such shares vest.

<PAGE> 7
11. COMPLIANCE WITH LAWS AND REGULATIONS.

(a) The exercise of this option and the issuance of the
Option Shares upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange (or the Nasdaq
National Market, if applicable) on which the Common Stock may be listed for
trading at the time of such exercise and issuance.

(b) The inability of the Corporation to obtain approval
from any regulatory body having authority deemed by the Corporation to be
necessary to the lawful issuance and sale of any Common Stock pursuant to this
option shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. The Corporation, however, shall use its best efforts to
obtain all such approvals.

12. SUCCESSORS AND ASSIGNS. Except to the extent otherwise
provided in Paragraph 3 or 6, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Corporation and its successors and
assigns and Optionee, Optionee's assigns and the legal representatives, heirs
and legatees of Optionee's estate.

13. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

14. CONSTRUCTION. This Agreement and the option evidenced hereby
are made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan.

15. GOVERNING LAW. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Texas without resort to that State's conflict-of-laws rules.

<PAGE> 8
EXHIBIT I

NOTICE OF EXERCISE

I hereby notify i2 Technologies, Inc. (the "Corporation") that I
elect to purchase ________ shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of $ ________ per share (the
"Exercise Price") pursuant to that certain option (the "Option") granted to me
under the Corporation's 1995 Stock Option/Stock Issuance Plan on ________ ,
199_.

Concurrently with the delivery of this Exercise Notice to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise. Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price for any Purchased Shares in which I am vested at the time of exercise of
the Option.

________________________, 199_
Date

________________________________
Optionee

Address:________________________

________________________________

Print name in exact manner
it is to appear on the
stock certificate: ________________________________

________________________________

Address to which certificate
is to be sent, if different
from address above: ________________________________

Social Security Number: ________________________________

<PAGE> 9
APPENDIX

The following definitions shall be in effect under the Agreement:

A. AGREEMENT shall mean this Automatic Stock Option Agreement.

B. BOARD shall mean the Corporation's Board of Directors.

C. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

(i) the acquisition, directly or indirectly, by any person
or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation's stockholders, or

D. CODE shall mean the Internal Revenue Code of 1986, as amended.

E. COMMON STOCK shall mean the Corporation's common stock.

F. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

A-1.

<PAGE> 10
(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

G. CORPORATION shall mean i2 Technologies, Inc., a Delaware corporation.

H. EXERCISE DATE shall mean the date on which the option shall have been
exercised in accordance with Paragraph 10 of the Agreement.

I. EXERCISE PRICE shall mean the exercise price per share as specified
in the Grant Notice.

J. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

K. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as the price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market or any successor system. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for
which such quotation exists.

(ii) If the Common Stock is at the time listed on any
Stock Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the Stock
Exchange which serves as the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions on
such exchange. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

L. GRANT DATE shall mean the date of grant of the option as specified in
the Grant Notice.

M. GRANT NOTICE shall mean the Notice of Grant of Automatic Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

N. HOSTILE TAKE-OVER shall mean the acquisition, directly or indirectly,
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial

A-2.

<PAGE> 11
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Corporation's outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation's stockholders which the Board does not
recommend such stockholders to accept.

O. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

P. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

Q. NOTICE OF EXERCISE shall mean the notice of exercise in the form of
Exhibit I.

R. OPTION SHARES shall mean the number of shares of Common Stock subject
to the option.

S. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

T. PERMANENT DISABILITY shall mean the inability of Optionee to perform
his or her usual duties as a member of the Board by reason of any medically
determinable physical or mental impairment which is expected to result in death
or has lasted or can be expected to last for a continuous period of twelve (12)
months or more.

U. PLAN shall mean the Corporation's 1995 Stock Option/Stock Issuance
Plan.

V. PURCHASE AGREEMENT shall mean the stock purchase agreement (in form
and substance satisfactory to the Corporation) which grants the Corporation the
right to repurchase, at the Exercise Price, any and all unvested Option Shares
held by Optionee at the time of Optionee's cessation of Board service and which
precludes the sale, transfer or other disposition of any purchased Option Shares
while subject to such repurchase right.

W. STOCK EXCHANGE shall mean the American Stock Exchange or the New York
Stock Exchange.

X. TAKE-OVER PRICE shall mean the greater of (i) the Fair Market Value
per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting the
Hostile Take-Over.

Y. VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice.

A-3.

<PAGE> 1
EXHIBIT 99.7
Intertrans Logistics Solutions Limited 1997 Stock Incentive Plan

<PAGE> 2
INTERTRANS LOGISTICS SOLUTIONS LIMITED

1997 STOCK INCENTIVE PLAN

1. Purpose

The purpose of this 1997 Stock Incentive Plan (the "Plan") of Intertrans
Logistics Solutions Limited, a company incorporated under the laws of Ontario
(the "Company"), is to advance the interests of the Company's stockholders by
enhancing the Company's ability to attract, retain and motivate persons who make
(or are expected to make) important contributions to the Company by providing
such persons with equity ownership opportunities and performance-based
incentives and thereby better aligning the interests of such persons with those
of the Company's stockholders. Except where the context otherwise requires, the
term "Company" shall include any present or future subsidiary corporations of
Intertrans Logistics Solutions Limited as defined in Section 1(2) of the
Business Corporations Act (Ontario).

2. Eligibility

All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock, or other
stock-based awards (each, an "Award") under the Plan. Any person who has been
granted an Award under the Plan shall be deemed a "Participant".

3. Administration, Delegation

(a) Administration by Board of Directors. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

(b) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of Common Shares of the Company (the "Common Shares") subject to Awards and the
maximum number of Common Shares for any one Participant to be made by such
executive officers.

(c) Appointment of Committees. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees

<PAGE> 3
of the Board (a "Committee"). If and when the Common Shares are registered under
the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Board shall appoint one such Committee of not less than two members, each member
of which shall be an "outside director" within the meaning of Section 162(m) of
the U.S. Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code"), and a non-employee director" as defined in
Rule 16b-3 promulgated under the Exchange Act. Such Committee shall, at a
minimum, have the authority to grant Awards to the Company's executive officers.
All references in the Plan to the "Board" shall mean the Board or a Committee or
the executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.

4. Stock Available for Awards

(a) Number of Common Shares. Subject to adjustment under Section 4(c),
Awards may be made under the Plan for up to 50,000 Common Shares. If any Award
expires or is terminated, surrendered or cancelled without having been fully
exercised or is forfeited in whole or in part or results in any Common Shares
not being issued, the unused Common Shares covered by such Award shall again be
available for the grant of Awards under the Plan, subject, however, in the case
of Incentive Stock Options (as hereinafter defined), to any limitation required
under the Code. Common Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.

(b) Per-Participant Limit. Subject to adjustment under Section 4(c), for
Awards granted after the Common Shares are registered under the Exchange Act,
the maximum number of Common Shares with respect to which an Award may be
granted to any Participant under the Plan shall be 40,000 per calendar year. The
per-participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.

(c) Adjustment to Common Shares. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Shares other
than a normal cash dividend, (i) the number and class of securities available
under this Plan, (ii) the number and class of security and exercise price per
share subject to each outstanding Option, (iii) the repurchase price per
security subject to each outstanding Restricted Stock Award, and (iv) the terms
of each other outstanding stock-based Award shall be appropriately adjusted by
the Company (or substituted Awards may be made, if applicable) to the extent the
Board shall determine, in good faith, that such an adjustment (or substitution)
is necessary and appropriate. If this Section 4(c) applies and Section 8(e)(1)
also applies to any event, Section 8(e)(1) shall be applicable to such event,
and this Section 4(c) shall not be applicable.

5. Stock Options

(a) General. The Board may grant options to purchase Common Shares
(each, an "Option") and determine the number of Common Shares to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each

<PAGE> 4
Option, including conditions relating to applicable securities laws, as it
considers necessary or advisable. An Option which is intended to be an Incentive
Stock Option (as hereinafter defined) shall be designated an 'Incentive Stock
Option".

(b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

(c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement;
provided, however that the exercise price shall not be less than 100% of the
Fair Market Value (as defined below) of the Common Shares, as determined by the
Board of Directors, at the time of grant of such Option.

(d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement. No Option will be granted for a term in excess of
10 years.

(e) Exercise of Option. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of Common
Shares for which the Option is exercised.

(f) Payment Upon Exercise. Common Shares purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) to the extent permitted by the Board and explicitly provided
in an Option Agreement, by delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or delivery by the Participant to
the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price;

(3) to the extent permitted by the Board and explicitly provided
in an Option Agreement (i) by delivery of Common Shares owned by the Participant
valued at their fair market value as determined by the Board in good faith
("Fair Market Value"), which Common Shares were owned by the Participant at
least six months prior to such delivery, (ii) by delivery of a promissory note
of the Participant to the Company on terms determined by the Board, or (iii) by
payment of such other lawful consideration as the Board may determine; or

(4) any combination of the above permitted forms of payment.

<PAGE> 5
6. Restricted Stock

(a) Grants. The Board may grant Awards entitling recipients to acquire
Common Shares, subject to the right of the Company to repurchase all or part of
such Common Shares at their issue price or other stated or formula price (or to
require forfeiture of such Common Shares if issued at no cost) from the
recipient in the event that conditions specified by the Board in the applicable
Award are not satisfied prior to the end of the applicable restriction period or
periods established by the Board for such Award (each, "Restricted Stock
Award").

(b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7. Other Stock-Based Awards

The Board shall have the right to grant other Awards based upon the
Common Shares having such terms and conditions as the Board may determine,
including the grant of Common Shares based upon certain conditions, the grant of
securities convertible into Common Shares and the grant of stock appreciation
rights.

8. General Provisions Applicable to Awards

(a) Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

(b) Documentation. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.

(c) Board Discretion. Except as otherwise provided by the Plan, each
type of Award may be made alone or in addition or in relation to any other type
of Award. The terms of each type of Award need not be identical, and the Board
need not treat Participants uniformly.

<PAGE> 6
(d) Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

(e) Acquisition Events.

(1) Consequences of Acquisition Events.

(A) Immediately prior to the occurrence of an Acquisition
Event (as defined below),

(i) the exercisability of all Options then
outstanding which are not exercisable in full immediately prior to the
occurrence of the Acquisition Event shall be accelerated so that, immediately
prior to the occurrence of the Acquisition Event, 50% of the Common Shares
covered by such Option which are not exercisable shall become fully exercisable
in the manner specified in the instrument evidencing the Option;

(ii) the vesting of each Restricted Stock Award shall
be accelerated so that immediately prior to the occurrence of the Acquisition
Event, 50% of the Common Shares subject to repurchase or forfeiture under such
Award shall immediately become vested in the manner specified in the instrument
evidencing such Award and no longer subject to repurchase by, or forfeiture to,
the Company under such Award; and

(iii) all other stock-based Awards then outstanding
shall be accelerated so that immediately prior to the occurrence of the
Acquisition Event, 50% of the portion of such stock-based Award which is not
exercisable, realizable or vested shall immediately become exercisable,
realizable or vested in full in the manner specified in the instrument
evidencing such stock-based Award.

(B) In addition to, and not in lieu of, the provisions of
Paragraph (A) above, upon the occurrence of an Acquisition Event, the Board
shall take one of the following actions with respect to the then outstanding
Options:

(i) provide that all outstanding Options (whether or
not then exercisable) shall be assumed, or equivalent Options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof); provided that any such Options substituted for Incentive Stock Options
shall satisfy, in the determination of the Board, the requirements of Section
424(a) of the Code;

(ii) if the acquiring or succeeding corporation is
unwilling or unable to provide for the assumption or substitution of Options in
accordance with the preceding clause (i) or the preceding clause (i) is
otherwise inappropriate or inapplicable, and if under the terms of the
Acquisition Event the holders of Common Shares will receive upon consummation of
the Acquisition Event a cash payment for each Common Share surrendered pursuant
to such

<PAGE> 7
Acquisition Event (the "Cash Acquisition Price"), provide that each outstanding
Option (whether or not then exercisable) shall terminate upon consummation of
such Acquisition Event and any holder thereof shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which (A) the Cash
Acquisition Price multiplied by the number of Common Shares subject to such
outstanding Option (whether or not then exercisable), exceeds (B) the aggregate
exercise price of such Option; provided that the cash payment with respect to
any Option that is not then exercisable may be held by the Company and
distributed to the Participant at such time as such Option, or such portion of
such Option, would have otherwise become exercisable; or

(iii) if the acquiring or succeeding corporation is
unwilling or unable to provide for the assumption or substitution of Options or
for the cash payment of the Options in accordance with the preceding clauses (i)
or (ii), respectively, or the preceding clauses (i) or (ii) are otherwise
inappropriate or inapplicable, provide that all outstanding Options (whether or
not then exercisable) will become exercisable in full as of a specified time
prior to the Acquisition Event and will terminate immediately upon the
consummation of such Acquisition Event, except to the extent exercised by the
Participants between such specified time and the consummation of such
Acquisition Event and provided that the Common Shares issuable upon exercise of
any Option that would not otherwise have been exercisable may be subject to a
right of repurchase in favor of the Company at a price equal to the exercise
price paid by the Participant, which right shall terminate at such time as such
Option, or such portion of such Option, would have otherwise become exercisable,
and which right shall be evidenced by a stock restriction agreement containing
customary terms and conditions as determined by the Board which shall be
executed by the Participant as a condition to the exercise of such Option.

(C) In addition to, and not in lieu of, the provisions of
Paragraphs (A) and (B) above, upon the occurrence of an Acquisition Event, the
Board may take any one or more of the following actions with respect to then
outstanding Awards: (i) provide that all then unexercised Options (whether or
not then exercisable) shall become exercisable in full as of a specified time,
(ii) provide that all Restricted Stock Awards then outstanding shall become free
of all restrictions prior to the consummation of the Acquisition Event; and
(iii) provide that any other stock-based Awards outstanding (A) shall become
exercisable, realizable or vested in full, or shall be free of all conditions or
restrictions, as applicable to each such Award, prior to the consummation of the
Acquisition Event, or (B) if applicable, shall be assumed, or equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof).

(D) An "Acquisition Event" shall mean: (i) any merger or
consolidation which results in the voting securities of the Company outstanding
immediately prior thereto representing immediately thereafter (either by
remaining outstanding or by being converted into voting securities of the
surviving or acquiring entity) less than 50% of the combined voting power of the
voting securities of the Company or such surviving or acquiring entity
outstanding immediately after such merger or consolidation; (ii) any sale of all
or substantially all of the assets of the Company; (iii) the complete
liquidation of the Company; or (iv) the acquisition of "beneficial ownership"
(as defined in Rule 13d-3 under the Exchange Act) of securities of the Company
representing 50% (or 100% for the purposes of Paragraph (B) above) or more of
the combined voting power of the Company's then outstanding securities (other
than through a merger or consolidation or an acquisition of securities directly
from the Company) by any

<PAGE> 8
"person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act
other than the Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company.

(2) Assumption of Options Upon Certain Events. The Board may
grant Awards under the Plan in substitution for stock and stock-based awards
held by employees of another corporation who become employees of the Company as
a result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.

(f) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. The Board may allow Participants to
satisfy such tax obligations in whole or in part in Common Shares, including
Common Shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

(g) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

(h) Conditions on Delivery of Stock. The Company will not be obligated
to deliver any Common Shares pursuant to the Plan or to remove restrictions from
shares previously delivered under the Plan until (i) all conditions of the Award
have been met or removed to the satisfaction of the Company, (ii) in the opinion
of the Company's counsel, all other legal matters in connection with the
issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market
rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or
regulations.

(i) Acceleration. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of all restrictions or that any other stock-based
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

<PAGE> 9
9. Miscellaneous

(a) No Right To Employment or Other Status. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

(b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any Common Shares to be distributed with
respect to an Award until becoming the record holder of such shares.

(c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board. No Awards shall be granted under
the Plan after the completion of ten years from the earlier of (i) the date on
which the Plan was adopted by the Board or (ii) the date the Plan was approved
by the Company's stockholders, but Awards previously granted may extend beyond
that date.

(d) Amendment of Plan. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time.

(e) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the Province of Ontario, without regard to any applicable conflicts of law.

Adopted by the Board of Directors
on July 15, 1997

<PAGE> 1
EXHIBIT 99.8
Form of Incentive Stock Option Agreement in connection with the Intertrans
Logistics Solutions Limited 1997 Stock Incentive Plan

<PAGE> 2
INTERTRANS LOGISTICS SOLUTIONS LIMITED

INCENTIVE STOCK OPTION AGREEMENT
GRANTED UNDER 1997 STOCK INCENTIVE PLAN

1. Grant of Option.

(a) This agreement evidences the grant by Intertrans Logistics Solutions
Limited, a company incorporated under the laws of Ontario (the "Company"), on
July 15, 1997 (the "Grant Date") to ________________________________, an
employee of the Company (the "Participant"), of an option to purchase, in whole
or in part, on the terms provided herein and in the Company's 1997 Stock
Incentive Plan (the "Plan"), a total of ________________ Class K shares of the
Company (the "Common Shares") at a price of $45.00 per Common Share, being the
Fair Market Value (as defined below) per Common Share. Unless earlier
terminated, this option shall expire on the tenth anniversary of the Grant Date
(the "Final Exercise Date"). For the purposes of this Agreement, "Fair Market
Value" shall mean fair market value as determined by the Company in good faith.

(b) It is intended that the option evidenced by this agreement shall be
an incentive stock option as defined in Section 422 of the U.S. Internal Revenue
Code of 1986, as amended and any regulations promulgated thereunder (the
"Code"). Except as otherwise indicated by the context, the term "Participant",
as used in this option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.

2. Vesting Schedule.

(a) This option shall become exercisable ("vest") as to ____________
Common Shares covered hereby at the end of each successive full one-month period
until ___________________, the Grant Date. This option shall expire upon, and
will not be exercisable after, the Final Exercise Date. The right of exercise
shall be cumulative so that to the extent this option is not exercised in any
period to the maximum extent permissible it shall continue to be exercisable, in
whole or in part, with respect to all Common Shares for which it is vested until
the earlier of the Final Exercise Date or the termination of this option under
Section 3 hereof or the Plan.

(b) Notwithstanding Section 2(a) above,

(i) effective immediately prior to the occurrence of an
Acquisition Event (as defined in Section 8(e)(1) of the Plan), this option shall
become immediately exercisable with respect to 50% of the Common Shares as to
which this option is not then exercisable and the Vesting Percentage shall be
reduced by 50%. For example, if, effective upon the occurrence of an Acquisition
Event, (A) 4,800 Common Shares are not then exercisable under Section 2(a), and
(B) the Vesting Percentage is 2%, then this option shall immediately become
exercisable with respect to 2,400 Common Shares and the remaining unexercisable
2,400 Common Shares shall become exercisable in the manner provided by Section
2(a) with a Vesting Percentage of 1%; and

<PAGE> 3
(ii) in the event that, at any time within the 12-month period
following the occurrence of an Acquisition Event, (a) the Company discharges the
Participant for any reason other than "cause" (as defined below) or the
Participant's material failure to perform his reasonably assigned duties for the
Company (which shall include inadequate performance by the Participant) or (b)
the Participant terminates his relationship with the Company as a result of the
material and adverse diminution by the Company, on a cumulative basis, of the
Participant's duties, authority, position, compensation or aggregate benefits,
which diminution is not cured by the Company within 60 days of notice by the
Participant to the Company of such diminution, then this option shall
immediately become exercisable with respect to all of the Common Shares covered
hereby. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company, including without
limitation, the Stock Restriction Agreement and the Invention, Non- Disclosure
and Non-Competition Agreement, both as defined below), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.

3. Exercise of Option.

(a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan, including without limitation, to the extent permitted or
consented to by the Company at or prior to the time of exercise, (i) by delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price, (ii) by delivery
of Common Shares owned by the Participant valued at their Fair Market Value,
which Common Shares were owned by the Participant at least six months prior to
such delivery, (iii) by delivery of a promissory note of the Participant to the
Company on terms determined by the Company, or (iv) by payment of such other
lawful consideration as the Company may determine. The Participant may purchase
less than the full number of Common Shares covered hereby, provided that no
partial exercise of this option may be for any fractional Common Share.

(b) Continuous Relationship with the Company Required. Except as
otherwise provided in this Section 3, this option may not be exercised unless
the Participant, at the time he or she exercises this option, is, and has been
at all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company
as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").

(c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason prior to the Final Exercise
Date, then, except as provided in paragraphs (d) and (e) below, the right to
exercise this option shall terminate 90 days after the date of such cessation
(but in no event after the Final Exercise Date), provided that this option

<PAGE> 4
shall be exercisable only to the extent that the Participant was entitled to
exercise this option on the date of such cessation. Notwithstanding the
foregoing, if the Participant, prior to the Final Exercise Date, violates the
non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, including without limitation, the Stock Restriction
Agreement and the Invention, Non-Disclosure and Non-Competition Agreement (both
as defined below), the right to exercise this option shall terminate immediately
upon written notice to the Participant from the Company describing such
violation.

(d) Exercise Period Upon Death or Disability. If the Participant ceases
to be an Eligible Participant solely because of his or her death or disability
(within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise
Date, then the right to exercise this option shall terminate 180 days after the
date of such cessation (but in no event after the Final Exercise Date), provided
that this option shall be exercisable only to the extent that the Participant
was entitled to exercise this option on the date of such cessation.

(e) Discharge for Cause. If the Participant ceases to be an Eligible
Participant prior to the Final Exercise Date because he or she is discharged by
the Company for "cause", the right to exercise this option shall terminate
immediately upon the effective date of such discharge.

4. Other Agreements.

As a condition to the effectiveness of this option, the Participant
shall execute and deliver to the Company upon the grant of this option (i) a
Stock Restriction Agreement in the form attached hereto as Exhibit A (the "Stock
Restriction Agreement") and (ii) an Invention, Non-Disclosure and
Non-Competition Agreement in the form attached hereto as Exhibit B (the
"Invention, Non-Disclosure and Non-Competition Agreement") .

5. Agreement in Connection with Public Offering.

The Participant agrees, in connection with the initial underwritten
public offering of the Company's securities pursuant to a prospectus under the
Securities Act (Ontario) (the "Ontario Securities Act") or a registration
statement under the U.S. Securities Act of 1933, as amended (the "US Securities
Act"), (i) not to sell, make short sale of, loan, grant any options for the
purchase of, or otherwise dispose of any Common Shares held by the Participant
(other than those Common Shares included in the offering) without the prior
written consent of the Company or the underwriters managing such initial
underwritten public offering of the Company's securities for a period (the
"Lock-Up Period") of up to 360 days from the effective date of such prospectus
or registration statement or such lesser Lock-Up Period as the Company or such
underwriters may request; provided that in no event shall such Lock-Up Period be
longer than the Lock-Up Period requested of and agreed to by the executive
officers and directors of the Company, and (ii) to execute any agreement
reflecting clause (i) above as may be requested by the Company or the managing
underwriters at the time of such offering.

<PAGE> 5
6. Withholding.

No Common Shares will be issued pursuant to the exercise of this option
unless and until the Participant pays to the Company, or makes provision
satisfactory to the Company for payment of, any federal, state or local
withholding taxes required by law to be withheld in respect of this option.

7. Nontransferability of Option.

This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.

8. Disqualifying Disposition.

If the Participant disposes of any Common Shares acquired upon exercise
of this option within two years from the Grant Date or one year after such
Common Shares were acquired pursuant to exercise of this option, the Participant
shall notify the Company in writing of such disposition.

9. Investment Representations; Legends.

(a) Representations. The Participant represents, warrants and covenants
that:

(i) Any Common Shares purchased upon exercise of this option
shall be acquired for the Participant's account for investment only and not with
a view to, or for sale in connection with, any distribution of the Common Shares
in violation of the US Securities Act, the Ontario Securities Act or any rule or
regulation under either.

(ii) The Participant has had such opportunity as he or she has
deemed adequate to obtain from representatives of the Company such information
as is necessary to permit the Participant to evaluate the merits and risks of
his or her investment in the Company.

(iii) The Participant is able to bear the economic risk of
holding Common Shares acquired pursuant to the exercise of this option for an
indefinite period.

(iv) The Participant understands that (A) the Common Shares
acquired pursuant to the exercise of this option are not qualified under a
prospectus filed pursuant to the Ontario Securities Act, will not be registered
under the US Securities Act, are subject to resale restrictions under the
Ontario Securities Act and are "restricted securities" within the meaning of
Rule 144 under the US Securities Act; (B) such Common Shares cannot be sold,
transferred or otherwise disposed of unless they are subsequently qualified
under prospectus filed pursuant to the Ontario Securities Act, registered under
the US Securities Act or an exemption from the prospectus requirements under the
Ontario Securities Act is available and an exemption from registration under the
US Securities Act is then available; (C) in any event, an exemption from
registration

<PAGE> 6
under Rule 144 or otherwise under the Securities Act may not be available for at
least one year and even then will not be available unless a public market then
exists for the Common Shares, adequate information concerning the Company is
then available to the public and other terms and conditions of Rule 144 are
complied with; and (D) there is now no prospectus on file with the Ontario
Securities Commission and no registration statement on file with the Securities
and Exchange Commission, in either case, with respect to any securities of the
Company and the Company has no obligation or current intention to file such a
prospectus or registration statement in respect of any Common Shares acquired
pursuant to the exercise of this option.

(v) The Participant is an employee of the Company or a wholly
owned subsidiary thereof.

(vi) The Participant is aware that the Company is a private
company within the meaning of the Ontario Securities Act and its articles
contain restrictions on the transfer of shares, prohibit any invitation to the
public to subscribe for securities of the Company and restrict the number of
shareholders, exclusive of persons who are in the employment of the Company and
persons who have formally been in the employment of the Company and have
continued after termination of that employment to be shareholders, to not more
than 50.

(vii) The Company's actual performance and results may differ
materially from any financial projections or forecasts provided by or on behalf
of the Company.

By making payment upon exercise of this option, the Participant shall be deemed
to have reaffirmed, as of the date of such payment, the representations made in
this Section 9.

(b) Legends on Stock Certificates. All stock certificates representing
Common Shares issued to the Participant upon exercise of this option shall have
affixed thereto legends substantially in the following forms, in addition to any
other legends required by applicable law:

"The shares represented by the certificate have not been
qualified under a prospectus filed pursuant to the Securities Act
(Ontario) and may not be transferred, sold or otherwise disposed
of in the absence of such filing, or an opinion of counsel
satisfactory to the Company to the effect that such filing is not
required. The shares represented by this certificate have not
been registered under the U.S. Securities Act of 1933 and may not
be transferred, sold or otherwise disposed of in the absence of
an effective registration statement with respect to the shares
evidenced by this certificate, filed and made effective under the
U.S. Securities Act of 1933, or an opinion of counsel
satisfactory to the Company to the effect that registration under
such Act is not required."

"The shares represented by this certificate are subject to
certain restrictions on transfer contained in the Articles of the
Company and in an Option Agreement, copies of which will be
furnished upon request by the issuer."

<PAGE> 7
10. Subdivision or Consolidation of Shares.

If the Common Shares are changed by way of being classified or
reclassified, subdivided, consolidated or converted into a different number or
class of shares or otherwise, or if the Company amalgamates, the exercise price
and the type of security to be delivered to the Participant upon exercise of
this option in whole or in part shall be adjusted accordingly, in all cases so
that the Participant shall receive the same number and type of securities as
would have resulted from such change if this Option or the remaining part
thereof had been exercised before the date of the change.

11. Provisions of the Plan.

This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.

12. Severability.

The invalidity or unenforceability of any provision of this option shall
not affect the validity or enforceability of any other provision of this option,
and each other provision of this option shall be severable and enforceable to
the extent permitted by law.

13. Waiver.

Any provision for the benefit of the Company contained in this option
may be waived, either generally or in any particular instance, by the Board of
Directors of the Company.

14. Binding Effect.

This option shall be binding upon and inure to the benefit of the
Company and the Participant and their respective heirs, executors,
administrators, legal representatives, successors and assigns, subject to the
restrictions on transfer set forth in Section 7 of this option.

15. Pronouns.

Whenever the context may require, any pronouns used in this option shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural, and vice versa.

16. Governing Law.

This option shall be construed, interpreted and enforced in accordance
with the internal laws of the Province of Ontario without regard to any
applicable conflicts of laws.

<PAGE> 8
17. Currency.

All references to currency herein are deemed to mean lawful money of
Canada, and all amounts to be paid pursuant to this Agreement are to be paid in
lawful money of Canada.

18. Independent Legal Advice.

THE PARTICIPANT HEREBY ACKNOWLEDGES THAT HE HAS HAD AN OPPORTUNITY TO
CONSIDER THE PROVISIONS CONTAINED IN THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO
SEEK INDEPENDENT LEGAL ADVICE WITH RESPECT TO SUCH PROVISIONS AND AGREES THAT
ALL SUCH PROVISIONS ARE REASONABLE AND VALID AND THAT ALL DEFENSES TO STRICT
ENFORCEMENT OF SUCH PROVISIONS BY THE COMPANY ARE WAIVED.

IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a scaled instrument.

INTERTRANS LOGISTICS SOLUTIONS LIMITED

Date of Grant: July 15, 1997 By:
-------------------------------

Name:
-----------------------------

Title:
----------------------------

<PAGE> 1
EXHIBIT 99.9
Form of Stock Option Assumption Agreement

<PAGE> 2
i2 TECHNOLOGIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT

OPTIONEE: 1~

STOCK OPTION ASSUMPTION AGREEMENT issued as of the 30th day of
April, 1998 by i2 Technologies, Inc., a Delaware corporation ("i2
Technologies").

WHEREAS, the undersigned individual ("Optionee") holds one or
more stock options to purchase shares of the Class K common shares of Intertrans
Logistics Solutions Limited, an Ontario Corporation ("ITLS"), which were granted
to Optionee under the ITLS 1997 Stock Incentive Plan (the "Plan") and are
evidenced by a Stock Option Agreement (the "Option Agreement") between ITLS and
Optionee.

WHEREAS, ITLS is acquired by i2 Technologies through an exchange
of the shares of ITLS for shares of i2 Technologies (the "Exchange") pursuant to
the Stock Exchange Agreement dated March 24, 1998, by and among i2 Technologies,
ITLS and the shareholders of ITLS (the "Exchange Agreement").

WHEREAS, the provisions of the Exchange Agreement require i2
Technologies to assume all obligations of ITLS under all options outstanding
under the Plan at the consummation of the Exchange and to issue to the holder of
each outstanding option an agreement evidencing the assumption of such option.

WHEREAS, pursuant to the provisions of the Exchange Agreement,
the exchange ratio (the "Exchange Ratio") in effect for the Exchange is 1.608167
of a share of i2 Technologies common stock ("i2 Technologies Stock") for each
outstanding Class K common share of ITLS common stock (the "ITLS Stock").

WHEREAS, this Agreement is to become effective immediately upon
the consummation of the Exchange (the "Effective Time") in order to reflect
certain adjustments to Optionee's outstanding options under the Plan which have
become necessary by reason of the assumption of those options by i2 Technologies
in connection with the Exchange.

NOW, THEREFORE, it is hereby agreed as follows:

1. The number of shares of ITLS Stock subject to each of the
stock options held by Optionee under the Plan immediately prior to the Effective
Time (the "ITLS Options") and the Canadian Dollar exercise price payable per
share are set forth in Exhibit A hereto. i2 Technologies hereby assumes, as of
the Effective Time, all the duties and obligations of ITLS under each of the
ITLS Options. In connection with such assumption, the number of shares of i2
Technologies Stock purchasable under each ITLS Option hereby assumed and the
U.S. Dollar

<PAGE> 3
exercise price payable thereunder have been adjusted to reflect the Exchange
Ratio. Accordingly, the number of shares of i2 Technologies Stock subject to
each ITLS Option hereby assumed shall be as specified for that option in
attached Exhibit B, and the adjusted U.S. Dollar exercise price payable per
share of i2 Technologies Stock under the assumed ITLS Option shall be as
indicated for that option in attached Exhibit B.

2. The following provisions shall govern each ITLS Option hereby
assumed by i2 Technologies:

(a) Unless the context otherwise requires, all references to
the "Company" in the Option Agreement and in the Plan (as
incorporated into such Option Agreement) shall mean i2
Technologies, all references to "Common Shares" shall mean
shares of i2 Technologies Stock, all references to the Board
shall mean the Board of Directors of i2 Technologies and all
references to the "Committee" shall mean the Compensation
Committee of the i2 Technologies Board of Directors.

(b) The grant date and the expiration date of each assumed
ITLS Option and all other provisions which govern either the
exercise or the termination of the assumed ITLS Option shall
remain the same as set forth in the Option Agreement applicable
to that option and shall accordingly govern and control
Optionee's rights under this Agreement to purchase i2
Technologies Stock.

(c) Pursuant to the terms of the Plan and the Option
Agreements, each ITLS Option will automatically accelerate and
become exercisable for fifty percent (50%) of the shares of the
ITLS Stock for which it is not exercisable immediately prior to
the Effective Time and the vesting percentage shall be reduced
by fifty percent (50%) so that the unvested shares shall vest at
50% of the vesting rate in effect immediately prior to the
Effective time.

(d) For purposes of applying any and all provisions of the
Option Agreement relating to Optionee's status as an "Eligible
Participant", Optionee shall be deemed to continue in such
status for so long as Optionee renders services as an employee,
director or consultant to i2 Technologies or any present or
future i2 Technologies subsidiary, including (without
limitation) ITLS. Accordingly, the provisions of the Option
Agreement governing the termination of the assumed ITLS Option
upon Optionee's cessation of Eligible Participant status with
ITLS shall hereafter be applied on the basis of Optionee's
cessation of service as an employee, director or consultant of
i2 Technologies and its subsidiaries, and each assumed ITLS
Option shall accordingly terminate, within the designated time
period in effect under the Option Agreement for that option,
following such cessation of service with i2 Technologies and its
subsidiaries.

<PAGE> 4
(e) The adjusted exercise price payable for the i2
Technologies Stock subject to each assumed ITLS Option shall be
payable in any of the forms authorized under the Option
Agreement applicable to that option. For purposes of determining
the holding period of any shares of i2 Technologies Stock
delivered in payment of such adjusted exercise price, the period
for which such shares were held as ITLS Stock prior to the
Exchange shall be taken into account.

(f) In order to exercise each assumed ITLS Option, Optionee
must deliver to i2 Technologies a written notice of exercise in
which the number of shares of i2 Technologies Stock to be
purchased thereunder must be indicated. The exercise notice must
be accompanied by payment of the adjusted exercise price payable
for the purchased shares of i2 Technologies Stock (with such
payment to be made in U.S. Dollars if the exercise price is
being paid in cash) and should be delivered to i2 Technologies
at the following address:

i2 Technologies, Inc.
909 E. Las Colinas Boulevard, 16th Floor
Irving, Texas 75039
Attention: Robin Gunter

3. Except to the extent specifically modified by this Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Exchange shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.

<PAGE> 5
IN WITNESS WHEREOF, i2 Technologies, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the ___ day of _____, 1998.

i2 TECHNOLOGIES, INC.

By: /s/ David F. Cary
------------------------------

ACKNOWLEDGMENT

The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her ITLS Options hereby assumed by i2 Technologies,
Inc. are as set forth in the Option Agreement, the Plan and such Stock Option
Assumption Agreement.

--------------------------------------------
1~, OPTIONEE

`
DATED: __________________, 199_

<PAGE> 6
EXHIBIT A

Optionee's Outstanding Options to Purchase Shares of Intertrans Logistics
Solutions Limited Class K Common Share (Pre-Exchange)

<PAGE> 7
EXHIBIT B

Optionee's Outstanding Options to Purchase Shares of i2 Technologies, Inc.
Common Stock (Post-Exchange)