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                                                                    EXHIBIT 10.1

                                 AMENDMENT NO. 2
                                       TO
                            ESHARE TECHNOLOGIES, INC.
                             1997 STOCK OPTION PLAN

         The eShare Technologies, Inc. 1997 Stock Option Plan (the "Plan") is
hereby amended as follows:

         1.       Increase in Authorized Shares. Section 3 of the Plan is hereby
amended as follows:

                                   SECTION 3.
                            SHARES SUBJECT TO OPTIONS

         The initial number of Shares reserved for issuance under this Plan
shall be 3,350,000 Shares of Common Stock, less the number of Shares (a) which
have been issued pursuant to exercised grants made under the eShare
Technologies, Inc. 1992 Discounted Stock Option Plan (the "1992 Plan"), or (b)
which are subject to options granted which remain outstanding under the 1992
Plan. The number of shares of Common Stock available for issuance under the Plan
shall be automatically adjusted on the first day of each fiscal year, beginning
with the 1998 fiscal year, by a number of Shares such that the total number of
shares reserved for issuance under this Plan equals the sum of (i) the aggregate
number of Shares previously issued under this Plan and the 1992 Plan; (ii) the
aggregate number of Shares subject to then outstanding or authorized options
under this Plan and the 1992 Plan; and (iii) 5% of the number of shares of
Common Stock outstanding on the last day of the preceding fiscal year.
Notwithstanding the foregoing, not more than 750,000 of the Shares available for
grant each year shall be available for issuance pursuant to ISOs, such that not
more than 7,500,000 shares resulting from such automatic adjustments may ever be
issued pursuant to ISOs during the term of the Plan.

         Such Shares shall be reserved, to the extent that the Company deems
appropriate, from authorized but unissued Shares, and from Shares which have
been reacquired by the Company. Furthermore, any Shares subject to an Option
which remain unissued after the cancellation, expiration or exchange of such
Option thereafter shall again become available for use under this Plan, and any
Shares subject to an option granted under the 1992 Plan which remain unissued
after the cancellation, expiration or exchange of such option thereafter shall
become available for use under this Plan. Notwithstanding the above, any
Surrendered Shares which remain after the surrender of an Option under Section
11 shall not again become available for use under this Plan.

         2.       Effective Date. The effective date of this Amendment shall be
April 17, 2000.

         3.       Miscellaneous.

                  (a)      Capitalized terms not otherwise defined herein shall
have the meanings given them in the Plan.

                  (b)      Except as specifically amended hereby, the Plan shall
remain in full force and effect.


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         IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to the
eShare Technologies, Inc. 1997 Stock Option Plan to be executed on the Effective
Date.

                                        ESHARE TECHNOLOGIES, INC.


                                        By: /s/ Aleksander Szlam
                                           -------------------------------------
                                           Aleksander Szlam, Chairman and CEO

Attest:

/s/ Anna Phillips
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Print Name:   Anna Phillips
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Print Title:  Assistant Secretary
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