EXHIBIT 4.9
AMENDMENT
TO THE
INPRISE CORPORATION 1997 STOCK OPTION PLAN
Approved by the Board of Directors on May 15, 2000.
Whereas, the Board deems that it is desirable to amend the Inprise
Corporation 1997 Stock Option Plan, ("1997 Plan") to clarify that the Board
has the authority, in its discretion, to grant options to Nonemployee
Directors (as defined in the 1997 Plan) in addition to the grants of
options provided for in Section 7.1 of the 1997 Plan;
Now, therefore, it is hereby resolved, that the Board of Directors
hereby adopts and authorizes an amendment to Section 3.4 of the 1997 Plan
by adding thereto a new Section 3.4(k), which shall read as follows:
"(k) to grant Options, in the Board's discretion, to Nonemployee
Directors in addition to the grants of Options provided for in Section 7.1
of the Plan".
