S-8

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             Registration Statement Under The Securities Act of 1933

                         ALADDIN SYSTEMS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          NEVADA                                     86-0866757
(State or Other Jurisdiction of              I.R.S. Employer Identification
Incorporation or Organization)                          Number

               165 WESTRIDGE DRIVE, WATSONVILLE, CALIFORNIA 95076
              (Address of Principal Executive Offices and Zip Code)

         Aladdin Systems Holdings, Inc. 1999 Incentive Stock Option Plan

                               Paul Goodman, Esq.
                    Ellenoff, Grossman, Schole & Cyruli, LLP
                              370 Lexington Avenue
                                   19th Floor
                               New York, NY 10017
                                 (212) 697-7400
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE



- ---------------------------------------------------------------------------------------------------------------
Title of Securities         Amount to be            Proposed             Proposed               Amount of
To be Registered:           Registered:             Maximum               Maximum            Registration Fee:
                                                    Offering             Aggregate
                                                 Price Per Share:      Offering Price:
- ---------------------------------------------------------------------------------------------------------------
                                                                              
Common Stock,           3,000,000 Shares      $2.44                 $7,320,000            $2,112.00
par value $.001
- ---------------------------------------------------------------------------------------------------------------




(1) There are registered hereby 3,000,000 shares of Common Stock of Aladdin
Systems Holdings, Inc. (the "Company") issuable pursuant to the Aladdin Systems
Holdings, Inc. 1999 Incentive Stock Option Plan (the "1999 Plan").

(2) Estimated solely for purpose of determining the registration fee pursuant to
Rule 457(c) under the Securities Act. The proposed maximum offering price per
share is based upon the average of the high and low prices of the common stock
on September 18, 2000, as reported on the Over-The-Counter Bulletin Board
(OTCBB).

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The information required by Part I is included in documents sent or given
to participants in the 1999 Incentive Stock Option Plan pursuant to Rule
428(b)(1).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 0-28099) are
incorporated by reference in this registration statement:

      (a) The Registration Statement on Form 10-SB filed on November 15, 1999,
as amended pursuant to Section 12(g) of the Securities Exchange Act which became
effective on January 15, 2000 pursuant to Section 12(g)(1)(B) of the Securities
Exchange Act of 1934.

      (b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since January 15, 2000.

      (c) The description of the Registrant's Common Stock contained in Item 8
of Part I of the Registrant's Registration Statement on Form 10-SB filed on
November 15, 1999, as amended, and in Article Four of the Registrant's Articles



of Incorporation, as amended, filed as an exhibit to the Registration Statement
on Form 10-SB.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference in this Registration Statement on
Form S-8, and shall be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superceded shall not be deemed, except
as so modified or superceded, to constitute a part of this registration
statement.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the shares of Common Stock to be issued pursuant to this
registration statement will be passed upon by Ellenoff, Grossman, Schole &
Cyruli, LLP. Ellenoff, Grossman, Schole & Cyruli, LLP, is legal counsel for the
Registrant and Paul Goodman, a member of the firm, is a Director of the
Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The General Corporation Law of Nevada limits the liability of officers and
directors for breach of fiduciary duty except in certain specified
circumstances, and also empowers corporations organized under Nevada Law to
indemnify officers, directors, employees and others from liability in certain
circumstances such as where the person successfully defended himself on the
merits or acted in good faith in a manner reasonably believed to be in the best
interests of the corporation.

      Our Articles of Incorporation, with certain exceptions, eliminate any
personal liability of directors or officers to us or to our stockholders for
monetary damages for the breach of such person's fiduciary duty, and, therefore,
an officer or director cannot be held liable for damages to us or our
stockholders for gross



negligence or lack of due care in carrying out his (or her) fiduciary duties as
a director or officer except in certain specified instances. We may also adopt
by-laws which provide for indemnification to the full extent permitted under law
which includes all liability, damages and costs or expenses arising from or in
connection with service for, employment by, or other affiliation with us to the
maximum extent and under all circumstances permitted by law.

      We intend to enter into indemnification agreements with our directors and
officers. These agreements will provide, in general, that we shall indemnify and
hold harmless such directors and officers to the fullest extent permitted by law
against any judgments, fines, amounts paid in settlement, and expenses
(including attorneys' fees and disbursements) incurred in connection with, or in
any way arising out of, any claim, action or proceeding (whether civil or
criminal) against, or affecting, such directors and officers resulting from,
relating to or in any way arising out of, the service of such persons as our
directors and officers.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons pursuant to the foregoing provisions or otherwise, we have been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM 8. EXHIBITS.

      The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9. UNDERTAKINGS

(a) 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
Act, as amended;



            (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 volume of
securities offered (if the total dollar value of the 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% 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 (a)(l)(i) and (a)(l)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or 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 Act, 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.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, 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 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.



(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions discussed in Item 6 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion of the
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.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Watsonville, State of California, on September 18,
2000.

ALADDIN SYSTEMS HOLDINGS, INC.


/s/ Jonathan Kahn
    ----------------------------------------------------
    Jonathan Kahn, Chief Executive Officer and Director

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Jonathan Kahn and Darryl Lovato, and each
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, 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, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and



agent 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 might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

September 18, 2000


/s/ Jonathan Kahn
    ----------------------------------------------------
    Jonathan Kahn, Chief Executive Officer and Director
(Signature and Title)

September 18, 2000


/s/ Alexandra Gonzales
    ------------------------------------------------------------------------
    Alexandra Gonzales, Director of Finance and Principle Accounting Officer
(Signature and Title)

                                  EXHIBIT INDEX

Exhibit      Description
Number

4(a)         Articles of Incorporation and Bylaws.(1)
4(b)         Amendment to Articles of Incorporation changing name to
             Aladdin Systems Holdings, Inc. (1)
4(d)         Aladdin Systems Holdings, Inc. 1999 Incentive Stock Option Plan
5.1          Opinion of Ellenoff Grossman Schole & Cyruli, LLP
23.1         Consent of Ellenoff Grossman Schole & Cyruli, LLP
23.2         Consent of Grant Thornton LLP.
23.3         Consent of Hutchinson & Bloodgood, LLP
24           Power of Attorney (set forth on signature page hereto)



- ----------

(1) Incorporated by reference from the Company's Form 10-SB filed on November
15, 1999 (Commission File No. 0-28099).

EX-4.(D)

EXHIBIT 4(d) - ALADDIN SYSTEMS HOLDINGS, INC.
1999 INCENTIVE STOCK OPTION PLAN

SECTION 1. PURPOSE

The purpose of the Plan is to offer selected employees, directors and
consultants an opportunity to acquire a proprietary interest in the success of
Aladdin Systems Holdings, Inc.(the "Company"), or to increase such interest, to
encourage such selected persons to remain in the employ of the Company and to
attract new employees with outstanding qualifications by purchasing shares of
the Company's common stock. The Plan provides for the grant of Options to
purchase Shares. Options granted under the Plan may include Nonstatutory Options
as well as Incentive Stock Options intended to qualify under section 422 of the
Internal Revenue Code.

SECTION 2. DEFINITIONS

      (a) "Board of Directors" shall mean the Board of Directors of the Company,
as constituted from time to time.

      (b) "Change of Control " shall mean the occurrence of any of the following
events:

            (i) the consummation of the acquisition of fifty-one percent (51%)
or more of the outstanding stock of the Company by one person or by two or more
persons acting as a partnership, limited partnership, syndicate or other group
pursuant to a tender offer validly made under any federal or state law (other
than a tender offer by the Company);

            (ii) the consummation of a merger, consolidation or other
reorganization of the Company (other than a reincorporation of the Company), if
after giving effect to such merger, consolidation or other reorganization of the
Company, the stockholders of the Company immediately prior to such merger,
consolidation or other reorganization do not represent a majority in interest of
the holders of voting securities (on a fully diluted basis) with the ordinary
voting power to elect directors of the surviving or resulting entity after such
merger, consolidation or other reorganization:

            (iii) the sale of all or substantially all of the assets of the
Company to a third party who is not an affiliate (including a Parent or
Subsidiary) of the Company; or



            (iv) the dissolution of the Company pursuant to action validly taken
by the stockholders of the company in accordance with applicable state law.

      (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (d) "Committee" shall mean a committee of the Board of Directors which is
authorized to administer the Plan under Section 3. After the initial public
offering of the Company's common stock, the Committee shall have membership
composition which enables the Plan to qualify under Rule 16b-3 with regard to
the grant of options to persons who are subject to Section 16 of the Securities
Exchange Act of 1934.

      (e) "Company" shall mean Aladdin Systems Holdings, Inc., a Nevada
corporation.

      (f) "Disability" shall mean that an Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment.

      (g) "Employee" shall mean (i) any individual who is a common-law employee
of the Company or of a Subsidiary, (ii) a member of the Board of Directors, or
(iii) a consultant who performs services for the Company or a Subsidiary.
Service as a member of the Board of Directors or as a consultant shall be
considered employment for all purposes of the Plan except the second sentence of
Section 4(a).

      (h) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an option, as specified by the Committee in the
applicable Stock Option Agreement.

      (i) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.

      (j) "ISO" shall mean an employee incentive stock option described in
section 411(b) of the Code.

      (k) "Nonstatutory Option" shall mean an employee stock option that is not
an ISO.

      (l) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.



      (m) "Optionee" shall mean an individual who holds an Option.

      (n) "Plan" shall mean this Aladdin Systems Holdings, Inc. 1999 Incentive
Stock Option Plan.

      (o) "Service" shall mean service as an Employee.

      (p) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 8 (if applicable).

      (q) "Stock" shall mean the common stock of the Company.

      (r) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her Option.

      (s) "Subsidiary" shall mean any corporation, of which the Company and/or
one or more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

SECTION 3. ADMINISTRATION.

      (a) Committee Membership. The Plan shall be administered by the Committee,
which shall consist of members of the Board of Directors. The members of the
Committee shall be appointed by the Board of Directors. If no Committee has been
appointed, the entire Board of Directors shall constitute the Committee.

      (b) Committee Procedures. The Board of Directors shall designate one of
the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.

      (c) Committee Responsibilities. Subject to the provisions of the Plan, the
Committee shall have full authority and discretion to take the following
actions:

            (i) To interpret the Plan and to apply its provisions;



            (ii) To adopt, amend or rescind rules, procedures and forms relating
to the Plan;

            (iii) To authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan;

            (iv) To determine when Options are to be granted under the Plan;

            (v) To select the Optionees;

            (vi) To determine the number of Shares to be made subject to each
Option;

            (vii) To prescribe the terms and conditions of each option,
including (without limitation) the Exercise Price, the vesting schedule, to
determine whether such Option is to be classified as an ISO or as a Nonstatutory
Option, and to specify the provisions of the Stock Option Agreement relating to
such Option;

            (viii) To amend or terminate any outstanding Stock Option Agreement;

            (ix) To determine the disposition of an Option in the event of an
Optionee's divorce or dissolution of marriage;

            (x) To correct any defect, supply any omission, or reconcile any
inconsistency in the Plan and any Option;

            (xi) To prescribe the consideration for the grant of each Option
under the Plan and to determine the sufficiency of such consideration; and

            (xii) To take any other actions deemed necessary or advisable for
the administration of the Plan.

      All decisions, interpretations and other actions of the Committee shall be
final and binding on all Optionees, and all persons deriving their rights from
an Optionee. No member of the Committee shall be liable for any action that he
or she has taken or has failed to take in good faith with respect to the Plan or
any Option.

      (d) Financial Reports. To the extent required by applicable law, and not
less often than annually, the Company shall furnish to Optionees, Company
financial statements including a balance sheet regarding the Company's financial



condition and results of operations, unless such Optionees have duties with the
Company that assure them access to equivalent information. Such financial
statements need not be audited.

SECTION 4. ELIGIBILITY.

      (a) General Rule. Only Employees, as defined in Section 2(g), shall be
eligible for designation as Optionees by the Committee. In addition, only
individuals who are employed as common-law employees by the Company or a
subsidiary shall be eligible for the grant of ISOs.

      (b) Ten-Percent Shareholders. An Employee who owns more than 10 percent of
the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for designation as an
Optionee unless (i) the Exercise Price for an ISO (and a Nonstatutory Option to
the extent required by applicable law) is at least 110 percent of the Fair
Market Value of a Share on the date of grant, and (ii) in the case of an ISO,
such ISO by its terms is not exercisable after the expiration of five years from
the date of grant.

      (c) Attribution Rules. For purposes of Subsection (b) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which such Employee holds an option shall not be counted.

      (d) Outstanding Stock. For purposes of Subsection (b) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant. "Outstanding stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other person.

SECTION 5. STOCK SUBJECT TO PLAN.

      (a) Basic Limitation. Shares offered under the Plan shall be authorized
but unissued Shares. The aggregate number of Shares which may be issued under
the Plan (upon exercise of Options) shall not exceed three million (3,000,000)
Shares, subject to adjustment pursuant to Section 8. The number of Shares which
are subject to Options outstanding at any time under the Plan shall not exceed
the number of Shares which then remain available for issuance under



the Plan. The Company, during the term of the Plan, shall at all times reserve
and keep available sufficient Shares to satisfy the requirements of the Plan.

      (b) Additional Shares. In the event that any outstanding Option for any
reason expires or is canceled or otherwise terminated, the Shares allocable to
the unexercised portion of such Option shall again be available for the purposes
of the Plan.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

      (a) Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.

      (b) Number of Shares. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 8. The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option.

      (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than one hundred percent
(100%) of the Fair Market Value of a Share on the date of grant. To the extent
required by applicable law, the Exercise Price of a Nonstatutory Option shall
not be less than eighty-five percent (85%) of the Fair Market Value of a Share
on the date of grant. Subject to the preceding two sentences, the Exercise Price
under any Option shall be determined by the Committee in its sole discretion.
The Exercise Price shall be payable in a form described in Section 7.

      (d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option.

      (e) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. To the
extent



required by applicable law, an Option shall become exercisable no less rapidly
than the rate of 20% per year for each of the first five years from the date of
grant. Subject to the preceding sentence, the exercisability of any Option shall
be determined by the Committee in its sole discretion.

      (f) Term. The Stock Option Agreement shall specify the term of the Option.
The term shall not exceed ten (10) years from the date of grant and may be
required to be shorter as provided in Section 4(b). Subject to the preceding
sentence, the Committee at its sole discretion shall determine when an Option is
to expire.

      (g) Nontransferability. No Option shall be transferable by the Optionee
other than by will or by the laws of descent and distribution. An Option may be
exercised during the lifetime of the optionee only by him or by his guardian or
legal representative. No Option or interest therein may be transferred,
assigned, pledged or hypothecated by the Optionee during his lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment or
similar process.

      (h) Exercise of Options on Termination of Service. Each Option shall set
forth the extent to which the Optionee shall have the right to exercise the
Option following termination of the Optionee's service with the Company and its
Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of employment.
Notwithstanding the foregoing, and to the extent required by applicable law,
each Option shall provide that the Optionee shall have the right to exercise the
vested portion of any Option held at termination for at least 30 days following
termination of service with the Company for any reason, and that the Optionee
shall have the right to exercise the Option for at least six months if the
Optionee's service terminates due to death or Disability.

      (i) No Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by an option until the date of the issuance of a stock certificate for
such Shares.

      (j) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same or a different number of Shares and at the same or a different Exercise
Price or for other consideration.



      (k) Restrictions on Transfer of Shares. Any Shares issued upon exercise of
an Option shall be subject to such rights of repurchase, rights of first refusal
and other transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally.

SECTION 7. PAYMENT FOR SHARES

      (a) General Rule. The entire Exercise Price of Shares issued under the
Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided in Subsections (b), (c)
and (d) below.

      (b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or the Optionee's representative for any time period
specified by the Committee and which are surrendered to the Company in good form
for transfer. Such Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan.

      (c) Promissory Notes. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with a full recourse promissory
note executed by the Optionee. The interest rate and other terms and conditions
of such note shall be determined by the Committee. The Committee may require
that the Optionee pledge his or her Shares to the Company for the purpose of
securing the payment of such note. In no event shall the stock certificate(s)
representing such Shares be released to the optionee until such note is paid in
full.

      (d) Cashless Exercise. To the extent that a Stock Option Agreement so
provides and a public market for the Shares exists, payment may be made all or
in part by delivery (on a form prescribed by the Committee) of an irrevocable
direction to a securities broker to sell Shares and to deliver all or part of
the sale proceeds to the Company in payment of the aggregate Exercise Price.

SECTION 8. ADJUSTMENT OF SHARES.

      (a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock into a lesser
number of Shares, a recapitalization, a reclassification or a similar
occurrence, the



Committee shall make appropriate adjustments in one or more of (i) the number of
Shares available for future grants under Section 5, (ii) the number of Shares
covered by each outstanding Option or (iii) the Exercise Price under each
outstanding Option.

      (b) Reorganizations. In the event of: (1) a dissolution or liquidation of
the Company; (2) a merger or consolidation in which the Company is not the
surviving corporation; (3) a reverse merger in which the Company is the
surviving corporation but the shares of the Company's common stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, or (4) any
other capital reorganization in which more than fifty percent (50%) of the
shares of the Company entitled to vote are exchanged, then at the sole
discretion of the Board and to the extent permitted by applicable law: (i) any
surviving corporation shall assume any options outstanding under the Plan or
shall substitute similar options for those outstanding under the Plan, or (ii)
such options shall continue in full force and effect. In the event any surviving
corporation refuses to assume or continue such options, or to substitute similar
options for those outstanding under the Plan, then, with respect to options held
by persons then performing services as employees, consultants or directors for
the Company, the time during which such options may be exercised shall be
accelerated and the options terminated if not exercised within three (3) months
of such event. Notwithstanding the foregoing, at the discretion of the
Committee, individual Stock Option Agreements may permit acceleration of vesting
under specified circumstances.

      (c) Reservation of Rights. Except as provided in this Section 8, an
Optionee shall have no rights by reason of (i) any subdivision or consolidation
of shares of stock of any class, (ii) the payment of any dividend or (iii) any
other increase or decrease in the number of shares of stock of any class. Any
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.

SECTION 9. LEGAL REQUIREMENTS.



      Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange on which the Company's
securities may then be listed.

SECTION 10. NO EMPLOYMENT RIGHTS.

      No provision of the Plan, nor any Option granted under the Plan, shall be
construed to give any person any right to become, to be treated as, or to remain
an Employee. The Company and its Subsidiaries reserve the right to terminate any
person's Service at any time and for any reason.

SECTION 11. DURATION AND AMENDMENTS.

      (a) Term of the Plan. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's shareholders. In the event that the shareholders fail
to approve the Plan within twelve (12) months after its adoption by the Board of
Directors, any Option grants already made shall be null and void, and no
additional Option grants shall be made after such date. The Plan shall terminate
automatically on October 24, 2009, and may be terminated on any earlier date
pursuant to Subsection (b) below.

      (b) Right to Amend or Terminate the Plan. The Board of Directors may amend
the Plan at any time and from time to time. Rights and obligations under any
Option granted before amendment of the Plan shall not be materially altered, or
impaired adversely, by such amendment, except with consent of the person to whom
the Option was granted. An amendment of the Plan shall be subject to the
approval of the Company's stockholders only to the extent required by applicable
laws, regulations or rules.

      (c) Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Option previously granted under the Plan.

SECTION 12. EXECUTION.



      To record the adoption of the Plan by the Board of Directors, the Company
has caused its authorized officer to execute the same as of October 25, 1999.

                              ALADDIN SYSTEMS HOLDINGS, INC.


                              By /s/ Jonathan Kahn
                                 ---------------------------------------------
                                 Jonathan Kahn
                                 Chief Executive Officer

EX-5.1

EXHIBIT 5.1 - OPINION REGARDING LEGALITY

September 18, 2000
Board of Directors
Aladdin Systems Holdings, Inc.
165 Westridge Drive
Watsonville, CA 95076-4159.

      Re:   1999 Incentive Stock Option Plan
            Registration Statement on Form S-8

Gentlemen:

      We have acted as counsel to Aladdin Systems Holdings, Inc., a Nevada
corporation (the "Company"), in connection with the filing of the Company's
registration statement on Form S-8 with the Securities and Exchange Commission
on or about September 18, 2000 (the "Registration Statement") under the
Securities Act of 1933, as amended. The Registration Statement is being filed in
connection with the Company's offering of 3,000,000 shares of common stock (the
"Shares") pursuant to the Company's 1999 Incentive Stock Option Plan (the
"Plan").

      We are familiar with the proceedings to date with respect to such offering
and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for purposes
of this opinion.

      For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.

      We are of the opinion that when the Registration Statement shall have
become effective and the Shares shall have been issued on the terms contemplated
by the Plan, the Shares will be legally issued, fully paid and non-assessable.

      This opinion shall be limited to the federal laws of the United States of
America.



      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Ellenoff Grossman Schole & Cyruli, LLP
By: /s/ Paul Goodman

EX-23.1

EXHIBIT 23.1 - CONSENT OF COUNSEL

September 18, 2000

Board of Directors
Aladdin Systems Holdings, Inc.
165 Westridge Drive
Watsonville, CA 95076-4159.

Dear Gentlemen:

      We hereby consent to being named in the Registration Statement as the
attorneys who will pass upon legal matters in connection with the sale of the
shares referred to therein, and to the filing of our opinion as an Exhibit to
the Registration Statement.

Ellenoff Grossman Schole & Cyruli, LLP
By: /s/ Paul Goodman

EX-23.2

EXHIBIT 23.2 - CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

      We have issued our report dated March 7, 2000 accompanying the
Consolidated Financial Statements of Aladdin Systems Holdings, Inc., appearing
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
1999, which is incorporated by reference in this Registration Statement on Form
S-8. We consent to the incorporation by reference in the Registration Statement
of the aforementioned report.


/s/ Grant Thornton LLP

San Jose, California
September 18, 2000



Board of Directors
Aladdin Systems Holdings, Inc.
165 Westridge Drive
Watsonville, CA 95076-4159.

Gentlemen:

      We have issued our report dated March 29, 1999, except for Note 9, the
date of which is October 12, 1999, accompanying the Consolidated Financial
Statements incorporated in the Annual Report of Aladdin Systems Holdings, Inc.,
on Form 10-KSB for the year ended December 31, 1998. We hereby consent to the
incorporation by reference of said report in the Registration Statement of
Aladdin Systems Holdings, Inc.

Hutchinson Bloodgood LLP

Watsonville, California
September 18, 2000