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EXHIBIT 4.3
BOCA RESEARCH, INC.
SECOND AMENDMENT OF 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
In accordance with the provisions of Section 14 of the Boca Research,
Inc. 1996 Non-Employee Director Stock Option Plan (the "Plan"), the Plan is
hereby amended effective as of the date of stockholder approval hereof, as
follows:
1. Section 2 of the Plan is hereby amended by increasing the number of
shares subject to the Plan from Two Hundred Thousand Shares (200,000) to Five
Hundred Thousand Shares (500,000) of the common stock, par value $.01 per share,
of the Corporation.
2. Section 4 of the Plan is hereby amended by deleting each reference
to "10,000" therein and replacing the same with "12,000".
3. This Amendment shall take effect as of the date of its adoption by
the Board of Directors of Boca Research, Inc. and upon its approval by the
Stockholders of Boca Research, Inc. in accordance with the provisions of Section
14 of the Plan.
3. Except as hereinabove provided, the Plan is hereby ratified and
confirmed in all respects.
Boca Research, Inc.
By: /S/ ROBERT W. FEDERSPIEL
------------------------
Robert W. Federspiel
Secretary
Adopted by the Board of Directors: February 21, 2000
Adopted by the Stockholders: May 22, 2000
