S-8

As filed with the Securities and Exchange Commission on August 30, 2005

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERWOVEN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	77-0523543
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

803 11^th Avenue
Sunnyvale, California 94089
(Address of Principal Executive Offices, including ZIP code)

Stock options granted by Scrittura, Inc. under its

2005 Stock Option Plan and assumed by Interwoven, Inc.

(Full Title of the Plan)

John E. Calonico, Jr.
Senior Vice President and Chief Financial Officer
Interwoven, Inc.
803 11^th Avenue
Sunnyvale, California 94089
(408) 774-2000
(Name, Address and Telephone Number of Agent for Service)

Copies to:

Matthew S. Quilter, Esq.	Douglas N. Cogen, Esq.
Fenwick & West LLP	Fenwick & West LLP
801 California Street	275 Battery Street, Suite 1600
Mountain View, California 94041	San Francisco, California 94111

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Securities	Amount to be	Offering Price Per Share	Aggregate Offering Price	Registration Fee
to be Registered	Registered (1)	(2)	(2)	(3)
Common Stock, $0.001 par value	318,100	$3.67	$1,167,427	$137.41

(1)	Represents shares subject to stock options granted by Scrittura, Inc. under the Scrittura, Inc. 2005 Stock Option Plan and assumed by the Registrant on August 16, 2005.
(2)	Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the weighted average exercise price of the outstanding options.
(3)	Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended.

TABLE OF CONTENTS

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	Item 1. Plan Information
	Item 2. Registrant Information and Employee Plan Annual Information
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
Exhibit Index
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 5.1
EXHIBIT 23.1

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

     Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

I-1

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

          (a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Commission on March 15, 2005;

          (b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 filed with the Commission on May 10, 2005;

          (c) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 filed with the Commission on August 9, 2005;

          (d) The Registrant’s Current Report on Form 8-K filed with the Commission on January 25, 2005;

          (e) The Registrant’s Current Report on Form 8-K filed with the Commission on February 8, 2005; and

          (f) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-27389) filed with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended, on September 20, 1999, including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     The validity of the issuance of the shares of Common Stock offered hereby has been passed upon for the Registrant by Fenwick & West LLP, of Mountain View, California. As of the date of this Registration Statement, attorneys of Fenwick & West LLP beneficially own an aggregate of approximately 825 shares of Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended.

II-1

     As permitted by the Delaware General Corporation Law, the Registrant’s Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to the Registrant or its stockholders,

• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,

• under section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases), or

• for any transaction from which the director derived an improper personal benefit.

     As permitted by the Delaware General Corporation Law, the Registrant’s Bylaws provide that:

• the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions,

• the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law,

• the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions, and

• the rights conferred in the Bylaws are not exclusive.

     The Registrant has entered into Indemnity Agreements with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s Fourth Amended and Restated Certificate of Incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

     The Registrant maintains directors’ and officers’ liability insurance.

     See also the undertakings set out in response to Item 9.

     Reference is made to the following documents filed as exhibits to this Registration Statement regarding relevant indemnification provisions described above and elsewhere herein:

Exhibit Document	Number
Registrant’s Fourth Amended and Restated Certificate of Incorporation		4.1
Registrant’s Amended and Restated Bylaws, as amended		4.2

Item 7. Exemption From Registration Claimed

     Not applicable.

II-2

Item 8. Exhibits

Exhibit		Incorporated by Reference					Filed
Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Herewith
4.1	Registrant’s Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on November 18, 2003	S-8	333-110586		4.08	November 19, 2003
4.2	Registrant’s Amended and Restated Bylaws, as amended	10-K	000-27389		3.03	June 20, 2001
4.3	Form of Certificate for Registrant’s Common Stock	S-1	333-83779		4.01	July 27, 1999
4.4	Scrittura, Inc. 2005 Stock Option Plan.						X
4.5	Form of Scrittura, Inc. 2005 Stock Option Plan Stock Option Agreement, and related documents.						X
5.1	Opinion and Consent of Fenwick & West LLP.						X
23.1	Consent of KPMG, Independent Registered Public Accounting Firm.						X
23.2	Consent of Fenwick & West LLP (contained in Exhibit 5.1).						X
24	Power of Attorney (incorporated by reference to Page II-5 of this Registration Statement).						X

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or

II-3

furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 30th day of August, 2005.

INTERWOVEN, INC.
By:	/s/ John E. Calonico, Jr.
	John E. Calonico, Jr.
	Senior Vice President of Finance and Chief Financial Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Martin W. Brauns and John E. Calonico, Jr., and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/s/ Martin W. Brauns Martin W. Brauns	Chairman and Chief Executive Officer	August 30, 2005
Principal Financial Officer and Principal Accounting Officer:
/s/ John E. Calonico, Jr. John E. Calonico, Jr.	Senior Vice President of Finance and Chief Financial Officer	August 30, 2005
Additional Directors:
/s/ Ronald E.F. Codd Ronald E.F. Codd	Director	August 30, 2005
/s/ Bob L. Corey Bob L. Corey	Director	August 30, 2005
/s/ Frank J. Fanzilli, Jr. Frank J. Fanzilli, Jr.	Director	August 30, 2005
/s/ Thomas L. Thomas Thomas L. Thomas	Director	August 30, 2005
/s/ Anthony Zingale Anthony Zingale	Director	August 30, 2005

II-5

Exhibit Index

Exhibit		Incorporated by Reference					Filed
Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Herewith
4.1	Registrant’s Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on November 18, 2003	S-8	333-110586		4.08	November 19, 2003
4.2	Registrant’s Amended and Restated Bylaws, as amended	10-K	000-27389		3.03	June 20, 2001
4.3	Form of Certificate for Registrant’s Common Stock	S-1	333-83779		4.01	July 27, 1999
4.4	Scrittura, Inc. 2005 Stock Option Plan.						X
4.5	Form of Scrittura, Inc. 2005 Stock Option Plan Stock Option Agreement, and related documents.						X
5.1	Opinion and Consent of Fenwick & West LLP.						X
23.1	Consent of KPMG, Independent Registered Public Accounting Firm.						X
23.2	Consent of Fenwick & West LLP (contained in Exhibit 5.1).						X
24	Power of Attorney (incorporated by reference to Page II-5 of this Registration Statement).						X

EX-4.4

EXHIBIT 4.4

Scrittura, Inc.

2005 Stock Option Plan

     1. Purpose. Scrittura, Inc., a Delaware corporation (the “Corporation”), desires to retain, and to encourage the highest level of performance from its most valuable employees. The Scrittura 2005 Stock Option Plan (the “Plan”) is intended to contribute significantly to the attainment of these objectives, by affording its most valuable employees of the Corporation and its wholly-owned subsidiaries (each, an “Affiliate”) the opportunity to acquire a greater proprietary interest in the Corporation through the grant of stock options (“Options”) to purchase shares of Series D Preferred Stock, US$0.001 par value per share, of the Corporation (the “Series D Preferred Stock”).

     2. Administration. The Plan shall be administered by, and in the sole discretion of, the Corporation’s board of directors, or its designee, including the compensation committee; notwithstanding the foregoing, the Board (or, as applicable the compensation committee) may designate a committee to administer the Plan (the “Compensation Committee”). The Compensation Committee shall have plenary authority in its discretion to the maximum extent permissible by law, subject to and not inconsistent with the express provisions of the Plan (i) to make all awards of Options under the Plan, (ii) to select from among the individuals (each, a “Person”) eligible for grants under the Plan, those Persons who will be awarded Options (each an “Optionee”), (iii) to determine the number of shares of Series D Preferred Stock covered by each Option, the exercise price per share of Series D Preferred Stock covered by each Option (and, if necessary in connection therewith, to determine the Series D Preferred Stock’s Fair Market Value (as defined in Section 20 hereof)) for purposes of the Plan, the terms and conditions of each Option, and the restrictions, if any, which shall apply to the shares of Series D Preferred Stock subject to an Option, (iv) to approve the form of each agreement awarding Options and setting the terms of their vesting and exercise (an “Option Agreement”), (v) accelerate the time at which any outstanding Option may be exercised, (vi) to define the effect, if any, on an Option, of the death, disability, retirement or termination of employment or services of an Optionee, (vii) to amend any such Option Agreement from time to time, (viii) to administer, construe and interpret the Plan and all Option Agreements executed thereunder, and (ix) to make all other determinations necessary or advisable for the administration of the Plan. Any interpretation or determination made by the pursuant to the foregoing shall be conclusive and binding upon any Person having or claiming any interest under the Plan.

     3. Liability of Compensation Committee. Neither the Compensation Committee nor any member thereof shall be liable for any action or omission whatsoever in connection with the administration of the Plan, other than for gross negligence or willful misconduct. In the performance of its functions with respect to the Plan, the Compensation Committee shall be entitled to rely upon information and advice furnished by the Corporation’s officers, accountants, legal counsel and any other party the Compensation Committee deems necessary or advisable, and neither the Compensation Committee nor any member thereof shall be liable for any action taken or not taken in reliance upon any such advice.

     With respect to administration of the Plan, the Corporation shall indemnify each present and future member of the Compensation Committee against, and each member of the Compensation Committee shall be entitled without further act on his part (except as otherwise expressly provided herein) to indemnity from the Corporation against, all expenses (including attorney’s fees, the amount of judgments and the amount of approved settlements with a view to the curtailment of costs of litigation, other than amounts paid to the Corporation itself) reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his being or having been a member of the Compensation Committee, whether or not he continues to be a member of the Compensation Committee at the time of incurring the expenses – including, without limitation, matters as to which he shall be finally adjudged in any action, suit or proceeding to have been negligent in the performance of his duty as a member of the Compensation Committee. However, this indemnity shall not include any expenses incurred by any member of the Compensation Committee in respect of matters other than with respect to administration of the Plan or as to which he shall be finally adjudged in any action, suit or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his duty as a member of the Compensation Committee. In addition, no right of indemnification under the Plan shall be available or enforceable by any member of the Compensation Committee unless, within sixty (60) days after institution of any action, suit or proceeding, he shall have offered the Corporation, in writing, the opportunity to handle and defend the same at its own expense. This right of indemnification shall inure to the benefit of the heirs, executors or administrators of each member of the Compensation Committee and shall be in addition to all other rights to which a member of the Compensation Committee may be entitled as a matter of law, contract or otherwise.

     4. Type of Options. Options granted under the Plan shall be nonqualified stock options, which are not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

     5. Eligible Persons. Options may be awarded only to employees of the Corporation. In determining the Persons to whom awards shall be made and the number of shares to be covered by each Option, the Compensation Committee shall take into account the duties of the respective Persons, their present and potential contributions to the success of the Corporation and such other factors as the Compensation Committee, in its discretion, shall deem relevant in connection with accomplishing the purposes of the Plan.

     6. Shares of Stock Subject to the Plan; Registration. Options for no more than 800,000 shares of Series D Preferred Stock, in the aggregate, shall be issued pursuant to the Plan.

     7. Option Terms. (a) The terms of each Option shall be fixed by the Compensation Committee and specified in the applicable Option Agreement. Option Agreements may vary from one another. Each Option Agreement shall specify (i) the number of shares of Series D Preferred Stock to be covered by the Option, (ii) the exercise price per share of Series D Preferred Stock covered by the Option, (iii) the conditions and limitations applicable to the exercise of the Option, including any applicable vesting schedule, (iv) the restrictions, if

2

any, applicable to the shares of Series D Preferred Stock issuable thereunder, and (v) that the Option is subject to the terms and provisions of the Plan and that, in the event of any conflict between the Option Agreement and the Plan, the Plan shall control. An Option Agreement may also contain such other terms and conditions as the Compensation Committee determines to be necessary or advisable; provided, however, that (A) in no event shall an Option be exercisable more than ten years from the relevant date of grant, (B) in no event shall an Option be exercisable on or after an event which results in mandatory Option termination as provided in the Plan or the relevant Option Agreement, and (C) it shall be a condition to exercise of any Option that the relevant Optionee (if not already a party thereto) agrees in writing to be bound (upon terms satisfactory to the Corporation in its sole discretion) by the terms of any stockholders agreement between the Corporation and any of its stockholders, as the same may be amended from time to time (which may provide, among other things, for restrictions on transfer and voting of securities held by the relevant Optionee) which may be required by the Corporation. Subject to clauses (A) and (B) above, the Compensation Committee may extend the option period of an Option or change the terms upon which such Option is terminated.

     (b) Notwithstanding anything to the contrary in the Plan and except as otherwise provided in the terms of the relevant Option Agreement or as approved on a case by case basis by the Compensation Committee, (A) any portion of an Option granted to an Optionee which has vested shall be exercised by the last day of the calendar year in which such vesting occurred, unless additional time is permitted by the Compensation Committee consistent with Section 409A of the Code; if not so exercised, any vested but unexercised portion of an Option shall immediately and automatically, without requirement of notice or other action, terminate, and (B) any portion of an Option granted to an Optionee which has not vested as of the termination of such Optionee’s employment, shall immediately and automatically, without requirement of notice or other action, terminate and any vested portion of an Option granted to an Optionee shall terminate, to the extent not previously exercised, upon the earliest to occur of the following events (provided, that in no event shall an Option remain exercisable beyond the last day of the year in which it vests, unless additional time is permitted by the Compensation Committee consistent with Section 409A of the Code): (i) three (3) months following the termination of such Optionee’s employment by the Corporation or an Affiliate for any reason other than for Cause or by the Optionee for any reason , (ii) twelve (12 months following the death or Disability (as defined below), of such Optionee (or twelve (12) months following the death or Disability of such Optionee which occurs within three (3) months after the termination of the Service Relationship other than for Cause or because of Disability), (iii) immediately upon termination of such Optionee’s employment by the Corporation or an Affiliate for Cause, or (iv) immediately upon the breach by the Optionee of the terms of any agreement with, or for the benefit of the Corporation or an Affiliate relating to (a) the confidentiality of confidential or proprietary information of the Corporation or an Affiliate, (b) any covenant or agreement not to compete with the Corporation or an Affiliate, (c) any covenant or agreement not to solicit, contract with or hire the Corporation’s or an Affiliate’s, directors, officers, employees, consultants, suppliers, vendors and/or customers, (d) the non-disparagement of the Corporation or an Affiliate or (e) the ownership and/or assignment of intellectual property and proprietary information, or (v) the appropriate date provided in Section 7(b)(A). The term “Disability” shall mean a disability whether temporary or permanent, partial or total, as determined by the Compensation Committee. The term “Cause” shall mean the commission of an act of theft,

3

embezzlement, fraud or dishonesty involving the Corporation or an Affiliate or a breach of a fiduciary duty to the Corporation or an Affiliate.

     The determination of the Compensation Committee with respect to the basis for a termination shall be binding and conclusive on the relevant Optionee.

     8. Exercise of Options.

     (a) An Option shall be exercised as to all full shares of Series D Preferred Stock as to which the Option is then exercisable; provided, however, that if so specified in the Option Agreement, the Option may not, in a single exercise, be exercised for fewer than the minimum number of shares of Series D Preferred Stock specified in the Option Agreement, unless the exercise is for all of the shares of Series D Preferred Stock as to which the Option is then exercisable. An Option may not be exercised with respect to a fractional share. If an Option is exercised with respect to all of the whole shares as to which the Option is then exercisable, and the Option remains exercisable with respect to less than one full share of Series D Preferred Stock, the Corporation shall pay the Optionee the excess of (i) the Fair Market Value (as defined in Section 20 below) of such remaining fractional share, over (ii) the proportional exercise price of the Option for such remaining fractional share, and the Option shall terminate with respect to such fractional share upon remittance of such payment. An Optionee (or other Person who or which may exercise the Option pursuant to the terms of the Plan and/or the relevant Option Agreement) shall exercise the Option by delivering to the Corporation, at the address provided in the relevant Option Agreement, a written, signed notice of exercise, stating the number of shares of Series D Preferred Stock with respect to which the Option exercise is being made, and by satisfying the requirements of Section 7(a)(C) and paragraphs (c) and (d) of this Section 8, as well as any further conditions to exercise set forth in the relevant Option Agreement. Except with the consent of the Compensation Committee, the exercise of an Option by tendering a notice of exercise as provided herein shall be irrevocable. Notwithstanding anything to the contrary in the Option Agreement or this Plan, in the event an applicable vesting date falls on the last day of a year (i.e., December 31^st), the Optionee may, as permitted by the Compensation Committee, provide notice to the Company of the Optionee’s desire to conditionally exercise the Option on such last day of the year.

     (b) Except as otherwise provided in an Option Agreement and except as otherwise determined by the Compensation Committee at the time of the grant thereof, granted Options shall vest on the following schedule:

          (i) On the date which is six (6) months following the Grant Date, twenty-five percent (25%) of the total number of Options granted shall vest and become immediately exercisable;

          (ii) On the last day of each of the next eighteen (18) consecutive calendar months beginning on the last day of the month which is seven (7) months following the Grant Date and ending on the second anniversary of the Grant Date, an equal portion of the remaining seventy-five percent (75%) of the Options shall vest and become immediately exercisable.

4

     (c) Upon exercise of an Option, the Optionee (or other Person who or which may exercise the Option pursuant to the terms of the Plan and/or the relevant Option Agreement) shall pay to the Corporation the Option exercise price per share of Series D Preferred Stock multiplied by the number of shares of Series D Preferred Stock as to which the Option is then being exercised. An Optionee (or other Person who or which may exercise the Option pursuant to the terms of the Plan and/or the relevant Option Agreement) may pay the Option exercise price by tendering or causing to be tendered to the Corporation cash (by wire transfer or certified or official bank check), through a broker-assisted exercise if available, or other property or transaction acceptable to the Compensation Committee, or any combination thereof, except as otherwise provided in the relevant Option Agreement. Other property tendered as payment for the exercise of an Option shall be valued by the Corporation at its fair market value as of the date upon which such property is tendered (as determined in good faith by the Compensation Committee).

     (d) An Optionee (or other Person who or which may exercise the Option pursuant to the terms of the Plan and/or the relevant Option Agreement) shall, upon notification of the amount due and prior to or concurrently with delivery of the certificate representing the shares of Series D Preferred Stock as to which the Option has been exercised, promptly pay or cause to be paid the amount determined by the Compensation Committee as necessary to satisfy all applicable tax withholding requirements. The Corporation shall be entitled to deduct from other compensation or amounts payable to any Person any sums required by federal, state, or local tax law to be withheld with respect to the grant or exercise of an Option. The Corporation may require any Person exercising an Option to pay the sum directly to the Corporation. The Corporation shall have no obligation upon exercise of any Option until payment has been received and unless withholding (or offset against a cash payment) as of or prior to the date of exercise is sufficient to cover all sums due with respect to that exercise. Notwithstanding the foregoing, the Corporation shall not be obligated to advise any Person of the existence of the tax or the amount which the Corporation will be required to withhold.

     (e) The certificate representing the shares of Series D Preferred Stock as to which an Option has been exercised shall bear an appropriate legend setting forth the restrictions, if any, applicable to such shares of Series D Preferred Stock.

     9. No Stockholder Rights. No Optionee shall have the rights of a stockholder with respect to shares of Series D Preferred Stock covered by an Option until such Person becomes the holder of record of such shares of Series D Preferred Stock.

     10. Nontransferability.

     (a) Except as provided in paragraph (b) below, Options granted under the Plan shall not be assignable or transferable other than by will or the laws of descent and distribution, and Options may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative.

     (b) Notwithstanding paragraph (a), to the extent otherwise provided in the

5

relevant Option Agreement or approved by the Compensation Committee, an Optionee shall be permitted to transfer an Option (or any portion thereof) to a member of such Optionee’s immediate family, to the spouse of any such family member or to a trust, family limited partnership or similar estate planning entity for the benefit of one or more of such family members (any such Person, a “Family Member”). If an Option (or any portion thereof) is transferred in accordance with this paragraph, the Option shall be exercisable by the transferee only (to the extent transferred), but the determination of the exercisability of the Option shall be based solely on the activities and state of affairs of the Optionee. Thus, for example, if under the terms of the Option, the unvested portion of the Option is forfeited if the Optionee terminates employment and after a transfer of the Option pursuant to this paragraph (b), the Optionee ceases to be an employee of the Corporation, such termination shall result in the forfeiture of the unvested portion of the Option. Conversely, if after a transfer of the Option, the transferee ceases to be an employee of the Corporation, such termination shall not result in the forfeiture of the unvested portion of the Option.

     11. Compliance with Law; Registration of Shares of Series D Preferred Stock.

     (a) The Plan and any grant hereunder shall be subject to all applicable laws, rules, and regulations of any applicable jurisdiction or authority or agency thereof (including, without limitation, all federal and state securities laws) and to such approvals by any regulatory or governmental agency which, in the opinion of the Board, may be necessary or advisable. The Corporation shall not be required to sell or issue any Series D Preferred Stock under any Option if issuing that Series D Preferred Stock would constitute or result in a violation by the Optionee or the Corporation of any provision of any law, statute, or regulation of any governmental authority.

     (b) Notwithstanding any other provision of this Plan or of any Option Agreements made pursuant hereto, the Corporation shall not be required to issue or deliver any certificate or certificates for shares of Series D Preferred Stock under this Plan prior to fulfillment of all of the following conditions:

          (i) Effectiveness of any registration or other qualification of such shares of Series D Preferred Stock of the Corporation under any law or regulation of any applicable jurisdiction or authority or agency thereof which the Compensation Committee shall, in its absolute discretion or upon the advice of counsel, deem necessary or advisable; provided, that, the Corporation shall use its best efforts to achieve the effectiveness of any such registration or qualification as promptly as possible; and

          (ii) Grant of any other consent, approval or permit from any applicable jurisdiction or authority or agency thereof or securities exchange which the Compensation Committee shall, in its absolute discretion or upon the advice of counsel, deem necessary or advisable. The Corporation shall use its best efforts to obtain any consent, approval or permit described above as promptly as possible.

6

     12. No Restriction on the Right of Corporation to Effect Corporate Changes. None of the Plan, any Option Agreement or the Options granted pursuant hereto or thereto shall affect or limit in any way the right or power of the Corporation or its stockholders to make or authorize any adjustments, recapitalization, reorganization or other changes in the Corporation’s capital structure or its business, or any merger or consolidation of the Corporation, or any issue of stock or of options, warrants or rights to purchase stock or bonds, debentures, preferred or prior preference stocks the rights of which are superior to or affect the Series D Preferred Stock or the rights of holders thereof, or which are convertible into or exchangeable for shares of Series D Preferred Stock, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

     13. Certain Adjustments. Subject to the second proviso of Section 16:

     (a) An Option Agreement may provide, or the Compensation Committee may determine, that in the event that the Corporation or any Affiliate for which an Optionee performs services, or with which an Optionee maintains another relationship, is sold (whether by sale of capital stock or substantially all of the assets), merged, consolidated, reorganized, liquidated, dissolved or wound-up (i) the relevant Option shall be assumed, or a substantially equivalent Option shall be substituted, by an acquiring or succeeding corporation (or an affiliate thereof) on such terms as the Compensation Committee determines to be appropriate; (ii) upon written notice to the Optionee, the relevant Option shall terminate immediately prior to the consummation of the transaction unless exercised by the Optionee within a specified period following the date of the notice; (iii) in the event of a sale or similar transaction under the terms of which holders of Series D Preferred Stock receive a cash payment for each share of Series D Preferred Stock surrendered in the transaction (the “Sales Price”), make or provide for a cash payment to the Optionee equal to the amount by which (A) the product of the Sales Price multiplied by the number of shares of Series D Preferred Stock subject to the vested but unexercised portion of the Option exceeds (B) the aggregate exercise price for all such shares of Series D Preferred Stock; or may make such other adjustments, if any, as it determines to be necessary or advisable to provide the Optionee with a benefit substantially similar to that to which the Optionee would have been entitled had such event not occurred (as determined in the sole discretion of the Compensation Committee); and/or (iv) that the unvested portion of the relevant Option shall terminate.

     (b) In the event of any Series D Preferred Stock dividend or split, recapitalization, reorganization, combination, exchange or similar change affecting the Series D Preferred Stock, or any other increase or decrease in the number of issued shares of Series D Preferred Stock effected without receipt of consideration by the Corporation, the Compensation Committee shall make, in its sole discretion, any or all of the following adjustments as it deems appropriate to equitably reflect such event: (i) adjust the aggregate number of shares of Series D Preferred Stock (or such other security as is designated by the Compensation Committee) which are reserved or may be acquired pursuant to the Plan, (ii) adjust the exercise price to be paid upon exercise of the then outstanding Options, (iii) adjust the number of shares of Series D Preferred Stock (or such other security as is designated by the Compensation Committee) subject to any or all of the then outstanding Options, and (iv) make any other equitable adjustments or

7

take such other equitable action as the Compensation Committee, in its discretion, shall deem necessary or advisable. For purposes hereof, the conversion or exchange of any convertible or exchangeable securities of the Corporation, and the issuance of shares upon exercise of any option, warrant or similar right, shall not be deemed to have been “effected without receipt of consideration.”

     (c) Any and all adjustments or actions taken by the Compensation Committee pursuant to this Section shall be conclusive and binding for all purposes and on all Persons.

     14. Foreign Nationals. Options may be granted to eligible individuals who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in the Plan as the Compensation Committee considers necessary or advisable to achieve the purposes of the Plan and comply with applicable foreign laws (including, receiving favorable tax treatment under foreign law).

     15. No Right to Continued Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or other Optionee any right to continue in the employ or service of, or other service relationship with, the Corporation or any Affiliate, or affect the right of the Corporation or any Affiliate, to terminate such Person’s employment or other service relationship with the Corporation or such Affiliate at any time.

     16. Amendment; Early Termination. The Compensation Committee may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no amendment requiring stockholder approval by law or by the rules of any stock exchange, inter-dealer quotation system, or other market in which shares of Series D Preferred Stock are traded, shall be effective unless and until such stockholder approval has been obtained in compliance with such rule or law; provided, further, that no amendment having a material adverse impact on the rights of an Optionee with respect to an Option previously granted and then outstanding may be adopted without the Optionee’s written consent.

     17. Effective Date. The Plan shall be effective as of the date of its adoption by the Compensation Committee (the “Effective Date”), subject to the approval thereof by the Corporation’s stockholders entitled to vote thereon within 12 months of such date, provided such approval is required. In the event that such stockholder approval is not obtained within such time period, the Plan and any Options granted under the Plan on or prior to the expiration of such 12 month period shall be void and of no further force and effect. Any Options granted under the Plan on or prior to the date of such stockholder approval shall expressly provide that such Options are subject to the approval of the Plan by the stockholders of the Corporation within 12 months of the Effective Date.

     18. Termination of Plan. Unless terminated earlier in accordance with Sections 16 or 17 above, the Plan shall terminate on, and no further Options may be granted pursuant to the Plan, following the tenth anniversary of the Effective Date, and the Plan shall terminate after all Options granted under the Plan have expired, terminated, or been exercised.

8

     19. Severability. In the event that any one or more provisions of the Plan or an Option Agreement, or any action taken pursuant to the Plan or an Option Agreement, should, for any reason, be unenforceable or invalid in any respect under the laws of the United States, any state of the United States or any other jurisdiction, such unenforceability or invalidity shall not affect any other provision of the Plan or Option Agreement, but in such particular jurisdiction and instance the Plan and/or Option Agreement, as applicable, shall be construed as if such unenforceable or invalid provision had not been contained therein or if the action in question had not been taken thereunder.

     20. Definition of “Fair Market Value”. The term “Fair Market Value” of a share of Series D Preferred Stock on any given date shall be: (i) if the Series D Preferred Stock is listed for trading on one or more national securities exchanges, the mean of the high and low sales prices on the principal such exchange on the date in question, or, if the Series D Preferred Stock shall not have been traded on such principal exchange on such date, the mean of the high and low sales prices on such principal exchange on the first day prior thereto on which the Series D Preferred Stock was so traded; (ii) if the Series D Preferred Stock is not listed for trading on a national securities exchange but is traded on the over-the-counter market, the mean of the highest and lowest bid prices for the Series D Preferred Stock on the date in question, or, if there are no such bid prices for the Series D Preferred Stock on such date, the mean of the highest and lowest bid prices on the first day prior thereto on which such prices appear; or (iii) such other amount as may be determined by the Compensation Committee by any fair and reasonable means.

     21. Substitution Options. Options may be granted under this Plan from time to time in substitution for stock options held by employees of other corporations who are about to become employees of or affiliated with the Corporation as the result of a merger or consolidation of the employing corporation with the Corporation, or the acquisition by the Corporation or of the assets of the employing corporation, or the acquisition by the Corporation of stock of the employing corporation as the result of which it becomes an Affiliate of the Corporation. The terms and conditions of the substitute Options granted may vary from the terms and conditions set out in this Plan to the extent the Plan Committee (subject to the approval of the Compensation Committee), at the time of grant, may deem appropriate to conform, in whole or in part, to the provisions of the stock options in substitution for which they are granted.

     22. Other Compensation Plans. The adoption of the Plan shall not affect any other stock option, incentive or other compensation or benefit plans in effect for the Corporation, nor shall the Plan preclude the Corporation from establishing any other forms of incentive or other compensation for employees of the Corporation.

     23. Other Options or Awards. The grant of an Option shall not confer upon an employee the right to receive any future or other Options under the Plan, whether or not Options may be granted to similarly situated employees, or the right to receive future Options upon the same terms or conditions as previously granted.

     24. Headings. The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of

9

the Plan.

     25. Governing Law. This Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware.

* * *

10

EX-4.5

EXHIBIT 4.5

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH LAWS OR EXEMPTIONS FROM REGISTRATION ARE AVAILABLE THEREUNDER, SUCH EXEMPTIONS TO BE EVIDENCED BY DELIVERY OF AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, TO THE EFFECT THAT THE RELEVANT TRANSFER OR OTHER DISPOSITION OF SUCH SECURITIES IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

THE TRANSFER AND ENCUMBRANCE OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS HEREOF.

Scrittura, Inc.

Non-Qualified Stock Option Agreement

[DATE]

Optionee:	[___]
Number of shares of
Series D Preferred Stock subject
to this Agreement:	[___]

     Pursuant to the Scrittura 2005 Stock Option Plan (as the same may be amended from time to time, the “Plan”), the Compensation Committee (the “Compensation Committee”) of Scrittura, Inc., a Delaware corporation (the “Corporation”), hereby grants to you (effective as of the date set forth in Section 1) an option (the “Option”) to purchase up to the aggregate number of shares of the Series D Preferred Stock, par value US$0.001 per share, of the Corporation (the “Series D Preferred Stock”) set forth above, as the same may be adjusted pursuant to Section 8 (the “Option Shares”). The Option is not intended to constitute, and shall not be treated at any time by you or the Corporation as, an “incentive stock option”, as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). The terms and conditions of the Option are set forth below.

     1. Date of Grant. The Option is granted to you as of [DATE OF GRANT] (the “Grant Date”).

     2. Termination of Option. (a) Subject to Section 2(b), your right to exercise the Option (and to purchase the Option Shares) shall begin on the Grant Date, and shall expire and terminate on the earlier of (i) the tenth anniversary of the Grant Date, or (ii) in the event that the continuous period during which you are employed by and/or are engaged in another service relationship with, the Corporation or any Affiliate (as defined in the Plan) (the “Service Relationship”), is terminated, the date provided in Section 6 (the “Option Period”).

     (b) Provided that the Service Relationship continues uninterrupted as of the relevant date(s) set forth below, you shall become entitled to exercise the Option for the corresponding additional number of Option Shares set forth below:

	Number of Option Shares as to which
Vesting Date	Option Exercisable
Six months after the Grant Date	[25% OF TOTAL]
On the last day of each calendar month thereafter	[EQUAL 1/18 OF REMAINDER]

     ; provided, that, subject to adjustment pursuant to Section 8, the maximum number of Option Shares as to which the Option is exercisable (including by means of acceleration of vesting), plus the number of Option Shares as to which the Option has previously been exercised, expired or terminated, if any, shall not exceed [TOTAL NO. OF SHARES]. Notwithstanding the vesting schedule as set forth above and any other time period as provided for in the Plan or this Non-Qualified Stock Option Agreement (including the periods provided for in this Section 6 and any similar section of the Plan), with respect to each vesting date you shall be required to exercise such portion of the Option that vested on the vesting date by the last day of the calendar year in which the vesting date occurs, unless additional time is permitted by the Compensation Committee consistent with Section 409A of the Code. In the event you do not so exercise the vested portion of the Option within such calendar year (or such longer period as permitted by the Compensation Committee consistent with Section 409A of the Code), the vested portion of the Option shall automatically terminate and be forfeited to the Corporation.

     3. Option Price. The purchase price to be paid upon the exercise of the Option shall be US$3.64 per Option Share, which purchase price is subject to adjustment as provided in Section 8 (the “Option Price”).

     4. Exercise of Option; Registration. The Option may be exercised in whole, or in part one or more times, during the Option Period to the extent (a) vested pursuant to Section 2(b), and (b) not previously exercised, expired or terminated. To exercise the Option, you must execute and deliver a copy of the attached Option Exercise Form to the Corporation at the address indicated on the form, which Option Exercise Form shall specify the number of Option Shares then being purchased, and be accompanied by payment of the aggregate Option Price for the number of Option Shares then being purchased. As a condition to exercising the Option, you must also execute and deliver to the Corporation such additional documents, instruments or agreements as the Corporation may require, including, without limitation, a counterpart copy of any stockholders agreement among the Corporation and any of its stockholders, as may be amended from time to time (if you or your permitted successor or assign is not then a party

2

thereto), which may, among other things, impose certain voting and transferability restrictions on you and the securities of the Corporation owned or held by you (including, without limitation, the Option Shares). You may pay the Option Price by tendering or causing to be tendered to the Corporation cash (by wire transfer or certified or official bank checks), through a broker-assisted exercise, if available, or other property or transactions acceptable to the Compensation Committee. The shares issuable upon exercise of the Option shall be registered in accordance with Section 6 of the Plan.

     5. Transferability of Option. Except as otherwise permitted in accordance with Section 16, the Option may not be transferred by you (other than by will or the laws of descent and distribution) or encumbered by you, and may be exercised during your lifetime only by you.

     6. Termination of Service Relationship.

     (a) In the event that you terminate your Service Relationship for any reason or the Corporation or any Affiliate (as the case may be) terminates your Service Relationship for any reason other than for Cause (as defined in the Plan), the Option may only be exercised within three (3) months of such termination, and only to the same extent that you had been entitled to exercise the Option on the date of such termination.

     (b) In the event that the Service Relationship is terminated (i) by the Corporation or an Affiliate for Cause or (iii) upon the breach by the Optionee of the terms of any agreement with, or for the benefit of, the Corporation or an Affiliate relating to (A) the confidentiality of confidential or proprietary information of the Corporation or an Affiliate, (B) any covenant or agreement not to compete with the Corporation or an Affiliate, (C) any covenant or agreement not to solicit, contract with or hire the Corporation’s or an Affiliate’s directors, officers, employees, consultants, suppliers, vendors and/or customers, (D) the non-disparagement of the Corporation or an Affiliate or (E) the ownership and/or assignment of intellectual property and proprietary information, the Option terminates on the date of termination and you may not exercise any portion of the Option whether vested or unvested.

     (c) In the event of your death or Disability (as defined in the Plan) (or you die within three (3) months after the termination of your Service Relationship other than for Cause or because of Disability), the Option may only be exercised within twelve (12) months of such termination, and only to the same extent that you had been entitled to exercise the Option on the date of such termination. In the event of your death, the Option may be exercised by the executor(s) or administrator(s) of your estate or by any person or entity who or which may have acquired the Option through bequest or inheritance or distribution.

     (d) Notwithstanding any provision contained in this Section 6 to the contrary, in no event may the Option be exercised to any extent, by any person or entity, after the tenth anniversary of the Grant Date or as provided in Section 2(b).

3

     7. Representations; Legends.

     (a) You represent, warrant and acknowledge to, and agree with, the Corporation that you are acquiring the Option, and upon exercise of the Option, you shall be acquiring the Option Shares, for your own account for the purpose of investment only, and not with a view to, or for sale in connection with, any distribution thereof, and that you are not relying on the value of this Option as current compensation. You understand that: (i) neither the Option nor the Option Shares have been registered under applicable federal or state securities laws by reason of their issuance in a transaction exempt from the registration requirements; (ii) the Option and the Option Shares must be held indefinitely by you unless a subsequent disposition thereof is registered under the Securities Act of 1933, or the proposed transfer thereof is exempt from such registration; (iii) the future value of the Corporation is highly speculative and you may lose your entire investment in the Option and the Option Shares; (iv) the past performance or experience of the Corporation, the Corporation’s officers, directors, agents, or employees, will not in any way indicate or predict the results of the ownership of Option Shares or of the Corporation’s activities and (v) with respect to tax and other legal and economic considerations involved in the acquisition of the Option and the Option Shares, you have not relied on the Corporation, any Affiliate or any agent or representative of any thereof; (vi) you have carefully considered and have, to the extent you believe such discussion necessary, discussed with your own professional legal, tax, accounting, and financial advisers the suitability of the Option and the Option Shares for your particular tax, legal and financial situation and you have determined that the Option and the Option Shares are a suitable investment for you; (vii) you or your professional legal, tax, accounting, financial adviser(s) or purchaser representative(s), as the case may be, have such knowledge and experience in financial, tax, legal, and business matters so as to enable you to evaluate the merits and risks of an investment in the Option and the Option Shares and to make an informed investment decision with respect thereto; and (viii) you and/or your professional legal, tax, accounting, financial adviser(s) or purchaser representative(s), as the case may be, have received all information regarding the Option, the Option Shares and the Corporation as you and/or they have requested from the Corporation.

     (b) The stock certificates for any Option Shares issued to you shall bear a legend substantially to the following effect (along with such other legends as may be required or appropriate) and you hereby agree to comply in all respects with the restrictions described therein:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR OTHER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH LAWS OR EXEMPTIONS FROM REGISTRATION ARE AVAILABLE THEREUNDER, SUCH EXEMPTIONS TO BE EVIDENCED BY DELIVERY OF AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER OF THESE SECURITIES TO THE EFFECT THAT THE RELEVANT TRANSFER OR OTHER DISPOSITION OF SUCH SECURITIES IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND OTHER

4

APPLICABLE FEDERAL AND STATE SECURITIES LAWS.”

     (c) You further represent and warrant to the Corporation that you understand the federal, state and local income tax consequences of the granting of the Option to you, the acquisition of rights to exercise the Option with respect to any Option Shares, the exercise of the Option and purchase of Option Shares, and the subsequent sale or other disposition of any Option Shares. It is understood and agreed that all matters with respect to the total amount of taxes to be withheld or declared in respect of the grant or any exercise of the Option shall be determined by the Compensation Committee in its sole discretion.

     8. Adjustments; Reorganization, Reclassification, Consolidation, Merger or Sale.

     (a) In the event that, after the date hereof, the outstanding shares of the Corporation’s Series D Preferred Stock are increased or decreased or changed into a different number of shares of stock or other securities of the Corporation through recapitalization, reclassification, stock split, combination of shares or declaration of any dividends on Series D Preferred Stock payable in Series D Preferred Stock, the Compensation Committee shall appropriately adjust the number of shares of Series D Preferred Stock and/or the Option Price subject to the unexercised portion of the Option (to the nearest possible full share), and such adjustment(s) shall be effective and binding for all purposes of this Agreement and the Plan, subject in all cases to the limitations of Section 424 of the Code.

     (b) Except as otherwise provided in Section 8(a), in the event of (a) a dissolution or liquidation of the Corporation, (b) a merger or consolidation in which the Corporation is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Corporation in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Corporation or their relative stock holdings and the Options granted under the Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Optionees), (c) a merger in which the Corporation is the surviving corporation but after which the stockholders of the Corporation immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Corporation in such merger) cease to own their shares or other equity interest in the Corporation, (d) the sale of substantially all of the assets of the Corporation, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Corporation by tender offer or similar transaction, any or all outstanding Options may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Optionees. In the alternative, the successor corporation may substitute equivalent awards or provide substantially similar consideration to Optionees as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding shares of the Corporation held by the Optionees, substantially similar shares or other property. In the event such successor corporation (if any) refuses to assume or substitute Options, as provided above, pursuant to a transaction described in this Subsection 8(b), such Options will expire on such transaction at such time and on such conditions as the Compensation Committee will determine.

5

     9. Continuation of Service Relationship. Neither the Plan nor anything in this Agreement confers upon you any right to continue your Service Relationship with the Corporation or any Affiliate, nor limits in any respect the right of the Corporation or any Affiliate to terminate your Service Relationship, at any time.

     10. No Rights as Stockholder. You shall not possess any rights as a stockholder with respect to any Option Shares prior to the date of issuance to you of such Option Shares.

     11. Plan. You hereby acknowledge receipt of a copy of the Plan and agree to be bound by all the terms and provisions thereof. In the event of any conflict between the mandatory or non-waivable terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.

     12. Notice. All notices or any other communications hereunder shall be in writing and delivered personally or by registered or certified mail (return receipt requested) or overnight courier, addressed, if to the Corporation, to Scrittura, Inc., 18 East 41^st Street, 17^th Floor, New York, New York 10017; Attention: Secretary, and if to you, at the address set forth on the signature page hereto, subject to the right of either party to designate at any time hereafter in writing some other address.

     13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to its conflicts of laws principles). If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

     14. Miscellaneous. None of this Agreement, including the Option, or any of your rights or obligations hereunder, may be transferred, assigned or encumbered by you without the prior written consent of the Corporation, which may be withheld in its sole discretion. Except as otherwise provided herein, this Agreement is for the sole benefit of the parties hereto and not for the benefit of any other party. Except as otherwise provided herein or in the Plan, no modification, amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the parties hereto. This Agreement may be executed in one or more counterparts, each of which shall constitute one and the same instrument. This Agreement, together with the Plan, represents the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties hereto with respect to such matters.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

6

     Please acknowledge your review and agreement to the foregoing terms and conditions by signing this Agreement in the space provided below and returning it promptly to the Secretary of the Corporation.

Scrittura, Inc.
By:
	Name:
	Title:

Acknowledged and Agreed:

Name of Optionee: [______________]

Signature:                                         

Address:

Scrittura, Inc.

2005 Stock Option Plan

Option Exercise Form

     I, ___, a participant under the Scrittura 2005 Stock Option Plan (the “Plan”), do hereby exercise the right to purchase ___shares of Series D Preferred Stock, par value US$0.001 per share, of Scrittura, Inc., pursuant to the Option granted to me on ___, under the Plan.

     Enclosed herewith is US$___, an amount equal to the total exercise price for the shares of the Series D Preferred Stock being purchased pursuant to this Option Exercise Form.

Date:                                                             

Name:                                                             

Signature:                                                             

     Send a completed copy of this Option Exercise form to:

Scrittura, Inc.
18 East 41^st Street,
17^th Floor
New York, New York 10017
Attention: Secretary
Telecopy: (646) 935-8338

EX-5.1

Exhibit 5.1

OPINION AND CONSENT OF FENWICK & WEST LLP

August 30, 2005

Interwoven, Inc.
803 11th Avenue
Sunnyvale, California 94089

Gentlemen/Ladies:

     At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Interwoven, Inc., a Delaware corporation (“Interwoven” or the “Company”), with the Securities and Exchange Commission on or about August 30, 2005 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 318,100 shares of Interwoven’s Common Stock (the “Shares”), subject to issuance by Interwoven upon the exercise of stock options (the “Options”) granted under the Scrittua, Inc. 2005 Stock Option Plan (the “Plan”) and assumed by Interwoven in accordance with the terms of an Agreement and Plan of Merger dated July 29, 2005 by and among Interwoven, a wholly-owned subsidiary of Interwoven, Scrittura, Inc., and Peter S. Erly, William R. Denslow, Jr. and Larry Howard, as Representatives (the “Merger Agreement”). In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1) the Company’s Fourth Amended and Restated Certificate of Incorporation, represented by the Company to be true and complete as of August 30, 2005;

(2) the Company’s Amended and Restated Bylaws, represented by the Company to be true and complete as of August 30, 2005;

(3) the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;

(4) the Prospectus prepared in connection with the Registration Statement;

(5) all the minutes and actions of the incorporators, Board of Directors and stockholders of the Company that are in the Company’s minute books that are maintained by us in the ordinary course of our representation of the Company;

(6) the Merger Agreement and all exhibits thereto, as well as the Certificate of Merger filed with the Delaware Secretary of State on August 16, 2005;

Interwoven Systems, Inc.
August 30, 2005
Page 2

(7) the Plan, and the form stock option agreement and related documents thereunder; and

(8) the Management Certificate, dated August 30, 2005, furnished to us by the Company (the “Management Certificate”).

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Shares have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from such documents and the representations and warranties made by representatives of the Company to us, including, but not limited to, those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America and of the State of California and the Delaware General Corporation Law, the Delaware Constitution and court cases rendered thereunder.

     Based upon the foregoing, it is our opinion that the 318,100 Shares that may be issued and sold by the Company upon the exercise of the Options, when issued, sold and delivered in accordance with the Plan and applicable stock option agreements entered into thereunder and in the manner and for the consideration stated in the Plan, the relevant stock option agreements, and the Registration Statement, will be validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above

Interwoven Systems, Inc.
August 30, 2005
Page 3

and based solely on our understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

FENWICK & WEST LLP

 

/s/ Fenwick & West LLP  

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors of
Interwoven, Inc.:

We consent to the incorporation of reference in the registration statement on Form S-8 of Interwoven, Inc. of our reports dated March 15, 2005, with respect to the consolidated balance sheets of Interwoven, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations and stockholders’ equity and comprehensive loss and cash flows for each of the years in the three-year period ended December 31, 2004, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 annual report on Form 10-K of Interwoven, Inc., incorporated herein by reference.

Our report contains an explanatory paragraph that refers to the Company’s adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” on January 1, 2002.

/s/ KPMG LLP  

Mountain View, California
August 30, 2005