ARIS CORP/
S-8, EX-4.1, 2000-12-22
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                                                     Exhibit 4.1


                        AMENDMENT DATED OCTOBER 16, 2000
                                       TO
                                ARIS CORPORATION
                        1998 EMPLOYEE STOCK PURCHASE PLAN


        The ARIS Corporation 1998 Employee Stock Purchase Plan (the "Plan") is
hereby amended as follows:

        1.      Section 4 of the Plan is amended to read as follows:

        SECTION 4. STOCK SUBJECT TO PLAN

             Subject to adjustment from time to time as provided in Section 19,
        a maximum of 800,000 shares of Stock may be sold under the Plan. Shares
        sold under the Plan shall be drawn from authorized and unissued shares
        or shall be shares acquired by the Company. Any shares of Stock subject
        to an Option that cease to be subject to the Option (other than by
        reason of exercise of the Option), including, without limitation, in
        connection with the cancellation or termination of the Option, shall
        again be available for sale in connection with future grants of Options
        under the Plan.

        The date of the adoption of such amendment by the Board of Directors of
the Company is October 16, 2000.

        The date of the approval of such amendment by the shareholders of the
Company is December 21, 2000.




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