OBJECTSPACE INC
S-1/A, EX-10.10, 2000-08-14
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                                                  EXHIBIT 10.10



                         AMENDMENT NO. 3 TO THE
                           OBJECTSPACE, INC.
                         1998 STOCK OPTION PLAN


        The name of the plan is the OBJECTSPACE, INC. 1998 STOCK OPTION PLAN
(the "PLAN").  The Plan was adopted by the Board of Directors of OBJECTSPACE,
INC., a Delaware corporation (hereinafter called the "COMPANY"), effective as
of April 1, 1998.  This Amendment No. 3 to the Plan (the "AMENDMENT") was
adopted by the Board of Directors of the Company on March 11, 2000.

        SECTION 1. The Amendment amends and restates Article 5 of the Plan in
its entirety as follows:

                                   ARTICLE 5
                            SHARES SUBJECT TO PLAN

        Subject to adjustment as provided in ARTICLES 13 AND 14, the maximum
number of shares of Common Stock that may be delivered pursuant to Awards
granted under the Plan is (a) six million (6,000,000) shares; plus (b) shares
of Common Stock previously subject to Awards which are forfeited, terminated,
or expired unexercised; plus (c) without duplication for shares counted under
the immediately preceding clause, a number of shares of Common Stock equal to
the number of shares repurchased by the Company in the open market or
otherwise and having an aggregate repurchase price no greater than the amount
of cash proceeds received by the Company from the sale of shares of Common
Stock under the Plan; plus (d) any shares of Common Stock surrendered to the
Company in payment of the exercise price of options issued under the Plan.

        Shares to be issued may be made available from authorized but
unissued Common Stock, Common Stock held by the Company in its treasury, or
Common Stock purchased by the Company on the open market or otherwise.
During the term of this Plan, the Company will at all times reserve and keep
available the number of shares of Common Stock that shall be sufficient to
satisfy the requirements of this Plan.

        SECTION 2. The remaining provisions of the Plan are not modified or
changed by this Amendment.

                                   * * * * *

<PAGE>
                                                                  EXHIBIT 10.10


        IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of March 30, 2000 by its duly authorized representative.


                                       OBJECTSPACE, INC.


                                       By:  /s/ DAVID NORRIS
                                          -----------------------------------
                                            David Norris, President




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