EXHIBIT 4.1


                          THE TYLER TECHNOLOGIES, INC.
                                STOCK OPTION PLAN
                    [AMENDED AND RESTATED AS OF MAY 12, 2000]

                                  INTRODUCTION

         On May 12, 2000, the Board of Directors of Tyler Technologies, Inc.
adopted the following 2000 Stock Option Plan:

         1. PURPOSE. The purpose of the Plan is to provide certain Key
Employees, non-employee directors and consultants with a proprietary interest in
the Company through the granting of Options which will:

         (a)      increase the interest of those Key Employees, non-employee
                  directors and consultants in the Company's welfare;

         (b)      furnish an incentive to those Key Employees, non-employee
                  directors and consultants to continue their services for the
                  Company; and

         (c)      provide a means through which the Company may attract able
                  persons to enter its employ, serve on its Board and render
                  other services to it.

         2. ADMINISTRATION. The Plan will be administered by the Committee.

         3. PARTICIPANTS. The Committee shall, from time to time, select the
particular Key Employees, directors and consultants of the Company and its
Subsidiaries to whom Options are to be granted, and who will, upon such grant,
become Participants in the Plan. The Committee has the authority, in its
complete discretion, to grant Options to Participants. A Participant may be
granted more than one Option under the Plan, and Options may be granted at any
time or times during the term of the Plan.

         4. STOCK OWNERSHIP LIMITATION. No Incentive Option may be granted to an
Employee who owns more than 10% of the voting power of all classes of stock of
the Company or its Parent or Subsidiaries. This limitation will not apply if the
Option price is at least 110% of the fair market value of the Common Stock at
the time the Incentive Option is granted and the Incentive Option is not
exercisable more than five years from the date it is granted.

         5. SHARES SUBJECT TO PLAN. The Committee may not grant Options under
the Plan for more than 5,500,000 shares of Common Stock and may not grant
Options to any Participant for more than




5,500,000 shares of Common Stock, but these numbers may be adjusted to reflect,
if deemed appropriate by the Committee, any stock dividend, stock split, share
combination, recapitalization or the like, of or by the Company. Shares to be
optioned and sold may be made available from either authorized but unissued
Common Stock or Common Stock held by the Company in its treasury. Shares that by
reason of the expiration of an Option or otherwise are no longer subject to
purchase pursuant to an Option granted under the Plan may be re-offered under
the Plan.

         6. LIMITATION ON AMOUNT. The aggregate fair market value (determined at
the time of grant) of the shares of Common Stock which any Employee is first
eligible to purchase in any calendar year by exercise of Incentive Options
granted under the Plan and all incentive stock option plans (within the meaning
of Section 422 of the Code) of the Company or its Parent or Subsidiaries shall
not exceed $100,000. For this purpose, the fair market value (determined at the
respective date of grant of each option) of the stock purchasable by exercise of
an Incentive Option (or an installment thereof) shall be counted against the
$100,000 annual limitation for an Employee only for the calendar year such stock
is first purchasable under the terms of the Incentive Option.

        7. ALLOTMENT OF SHARES. The Committee shall determine the number of
shares of Common Stock to be offered from time to time by grant of Options to
Key Employees, non-employee directors and consultants of the Company or its
Subsidiaries. The grant of an Option to an individual shall not be deemed either
to entitle the individual to, or to disqualify the individual from,
participation in any other grant of Options under the Plan.

        8. GRANT OF OPTIONS. All the Options under the Plan shall be granted by
the Committee. The Committee is authorized to grant Incentive Options,
Nonqualified Options, or a combination of both, under the Plan; provided,
however, Incentive Options may be granted only to Employees. The grant of
Options shall be evidenced by Option Agreements containing such terms and
provisions as are approved by the Committee, but not inconsistent with the Plan,
including provisions that may be necessary to assure that any Option that is
intended to be an Incentive Option will comply with Section 422 of the Code. The
Company



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shall execute Option Agreements upon instructions from the Committee. Except as
provided otherwise in Sections 5 and 14, the terms of any Option Agreement
executed by the Company shall not be amended, modified or changed without the
written consent of the Company and the Participant.

         An Option Agreement may provide that the Participant may request
approval from the Committee to exercise an Option or a portion thereof by
tendering Qualifying Shares at the fair market value per share on the date of
exercise in lieu of cash payment of the Option price.

         The Plan shall be submitted to the Company's stockholders for approval.
The Committee may continue to grant Options under the Plan after the amendment
and restatement of the Plan on May 12, 2000 and prior to the time of stockholder
approval, which Options will be effective when granted, but if for any reason
the stockholders of the Company do not approve the amended and restated Plan at
their 2000 annual meeting (or any adjournment thereof), all Incentive Options
granted under the Plan prior to that stockholder meeting at a time when the
aggregate number of shares subject to then outstanding options exceeded the
aggregate number of shares then available for issuance under the Plan, will be
deemed to have been granted as Nonqualified Options, and no such Options may be
exercised in whole or in part prior to such stockholder meeting.

         9. OPTION PRICE. The Option price for shares subject to Options granted
under the Plan shall be determined by the Committee and, with respect to
Incentive Options, shall not be less than 100% of the fair market value per
share of the Common Stock (or 110% of such amount as required by Section 4) on
the date the Option is granted. For purposes of the Plan, the fair market value
of a share of the Common Stock on the date of grant of the Incentive Option
shall be the reported closing price of the Common Stock on the New York Stock
Exchange on the date of grant of that Incentive Option, or if no sale of the
Common Stock shall have been reported on such date of grant, on the next
preceding day or the last day prior to the date of grant when a sale was
reported.

         10. OPTION PERIOD; VESTING. The Option Period will begin on the date
the Option is granted, which will be the date the Committee authorizes the
Option unless the Committee specifies a later date. No Option may terminate
later than ten years (or five years as required by Section 4) from the date the
Option is granted. The Committee may provide for the exercise of Options in
installments and subject to the provisions



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hereof, upon such terms, conditions and restrictions as it may determine. The
Committee may provide for termination of the Option in the case of termination
of employment, directorship or consultant relationship, dishonesty, or for any
other reason.

         11. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
termination of his right to exercise an Option in accordance with the provisions
of his Option Agreement, the Option Agreement may provide that it may be
exercised, to the extent of the shares with respect to which the Option could
have been exercised by the Participant on the date of his death or disability,
(i) in the case of death, by the Participant's estate or by the person who
acquired the right to exercise the Option by bequest or inheritance or by reason
of the death of the Participant, or (ii) in the case of disability, by the
Participant or his personal representative, provided the Option is exercised
prior to the date of its expiration or not more than one year from the date of
the Participant's death or disability, whichever first occurs. The date of
disability of a Participant shall be determined by the Committee.

         12. PAYMENT. Full payment for shares purchased upon exercising an
Option shall be made in cash or by check or, if the Option Agreement so permits,
by tendering Qualifying Shares at the fair market value per share at the time of
exercise, or on such other terms as are set forth in the applicable Option
Agreement. The Committee may permit a Participant exercising an Option to
simultaneously exercise the Option and sell a portion of the shares acquired,
pursuant to a brokerage or similar arrangement approved in advance by the
Committee, and use the proceeds from the sale as payment of the Option price of
the Common Stock being acquired by exercise of the Option. In addition, the
Participant shall tender payment of the amount as may be requested by the
Company, if any, for the purpose of satisfying its statutory liability to
withhold federal, state or local income or other taxes incurred by reason of the
exercise of an Option. No shares may be issued until full payment of the
purchase price therefor has been made, and a Participant will have none of the
rights of a stockholder until shares are issued to him.

         13. EXERCISE OF OPTION. Unless otherwise provided in the Plan, all
Options granted under the Plan may be exercised during the Option Period, at
such times, in such amounts, in accordance with such terms



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and subject to such restrictions as are set forth in the applicable Option
Agreements. In no event may an Option be exercised or shares be issued pursuant
to an Option if any requisite action, approval or consent of any governmental
authority of any kind having jurisdiction over the exercise of Options shall not
have been taken or secured.

         14. CAPITAL ADJUSTMENTS AND REORGANIZATIONS; ANTIDILUTION. The number
of shares of Common Stock covered by each outstanding Option, and the Option
prices thereof, may be adjusted to reflect, as deemed appropriate by the
Committee, any stock dividend, stock split, share combination, or the like of or
by the Company.

         If (i) the Company shall sell all or substantially all of its assets,
(ii) the Company shall be a party to any merger, consolidation or other
corporate reorganization as the result of which either the Company is not a
surviving or continuing corporation or the Company is a surviving or continuing
corporation but the shares of Common Stock outstanding immediately before the
merger, consolidation or other corporate reorganization are converted by virtue
of that transaction into other property (whether cash, other securities, or
otherwise), except as described below, or (iii) when the Common Stock is traded
in the over-the-counter market or on any securities exchange, pursuant to a
tender offer or exchange offer for securities of the Company, or in any other
manner, any person or group within the meaning of the Securities Exchange Act of
1934, as amended (excluding any employee benefit plan, or related trust,
sponsored or maintained by the Company or any of its affiliates), acquires
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended) of Common Stock or other securities
of the Company (or its successor) constituting more than 50% of the combined
voting power entitled to elect directors of the Company (or its successor) (any
such event described above in this paragraph, a "Change of Control"), then the
Options outstanding immediately before the Change of Control will be assumed by
the surviving corporation or the acquiring corporation or will be converted into
options or rights of at least equal value; except that if the surviving
corporation or the acquiring corporation refuses to so assume or to so convert
the outstanding Options, then the Options shall become fully vested and
exercisable, and the Company shall notify each Participant, not later than 20
days prior to the effective date of such Change of Control (except that in the
case



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of a Change of Control described in clause (iii) above in this paragraph, notice
shall be given as soon as practicable after that Change of Control), that all
his Options have become fully vested and exercisable, whether or not such
Options would otherwise then be exercisable under the terms of his Option
Agreement. Any such arrangement relating to Incentive Options shall comply with
the requirements of Section 422 of the Code and the regulations thereunder. To
the extent that the Participants exercise the Options before or on the effective
date of the Change of Control, the Company shall issue all Common Stock
purchased by exercise of those Options, and those shares of Common Stock shall
be treated as issued and outstanding for purposes of the Change of Control. Upon
a Change of Control, where the outstanding Options are not assumed by the
surviving corporation or the acquiring corporation, the Plan shall terminate,
and any unexercised Options outstanding under the Plan at that date shall
terminate. Notwithstanding the foregoing, an event described in clause (ii)
above in this paragraph shall not constitute a Change of Control if the
stockholders of the Company immediately before the merger, consolidation, or
other corporate reorganization hold more than 50% of the outstanding securities
of the surviving corporation or the acquiring corporation immediately following
the merger, consolidation, or other corporate reorganization.

         15. TAX WITHHOLDING. The Committee may establish such rules and
procedures as it considers desirable in order to satisfy any obligation of the
Company to withhold the statutory prescribed minimum amount of federal income
taxes or other taxes with respect to the exercise of any Option granted under
the Plan. Such rules and procedures may provide that the withholding obligation
shall be satisfied by the Company withholding shares of Common Stock otherwise
issuable upon exercise of a Nonqualified Option in an amount equal to the
statutory prescribed minimum withholding applicable to the ordinary income
resulting from the exercise of that Nonqualified Option.

         16. NON-ASSIGNABILITY. Options may not be transferred other than by
will or by the laws of descent and distribution. Except in the case of the death
or disability of a Participant, Options granted to a Participant may be
exercised only by the Participant.



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         17. INTERPRETATION. The Committee shall interpret the Plan and shall
prescribe such rules and regulations in connection with the operation of the
Plan as it determines to be advisable for the administration of the Plan. The
Committee may rescind and amend its rules and regulations.

         18. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
discontinued by the Board or the Committee without the approval of the
stockholders of the Company, except that any amendment that would (a) materially
increase the number of securities that may be issued under the Plan or (b)
materially modify the requirements of eligibility for participation in the Plan
shall be submitted to the stockholders of the Company for approval.

         19. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of
the Board or the Committee shall be deemed to give any Employee, non-employee
director or consultant any right to be granted an Option to purchase Common
Stock or any other rights except as may be evidenced by the Option Agreement, or
any amendment thereto, duly authorized by the Committee and executed on behalf
of the Company and then only to the extent and on the terms and conditions
expressly set forth therein. The existence of the Plan and the Options granted
hereunder shall not affect in any way the right of the Board, the Committee or
the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, or shares of preferred stock ahead of or affecting Common
Stock or the rights thereof, the dissolution or liquidation of the Company or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding. Nothing contained in the Plan or in any Option
Agreement shall confer upon any Employee, non-employee director or consultant
any right to (i) continue in the employ of the Company or any of its
Subsidiaries, or continue as a director or consultant of the Company or any of
its Subsidiaries or (ii) interfere in any way with the right of the Company or
any of its Subsidiaries to terminate his employment, directorship or consultant
relationship at any time.

         20. TERM. Unless sooner terminated by action of the Board, this Plan
will terminate on May 11, 2010. The Committee may not grant Options under the
Plan after that date, but Options granted before that date will continue to be
effective in accordance with their terms.



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         21. DEFINITIONS. For the purpose of the Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:

         (a) "Board" means the Board of Directors of the Company.

         (b) "Code" means the Internal Revenue Code of 1986, as amended.

         (c) "Committee" means the Executive Committee of the Board, except that
(i) the Compensation Committee of the Board shall administer the Plan with
respect to the grant of Options to employees who are officers of the Company and
(ii) the entire Board shall administer the Plan with respect to the grant of
Options to directors of the Company.






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         (d) "Common Stock" means the Common Stock which the Company is
currently authorized to issue or may in the future be authorized to issue (as
long as the common stock varies from that currently authorized, if at all, only
in amount of par value).

         (e) "Company" means Tyler Technologies, Inc., a Delaware corporation.

         (f) "Employee" means an individual who is employed, within the meaning
of Section 3401 of the Code, by the Company or by a Subsidiary. The Committee
shall determine when an Employee's period of employment terminates and when such
period of employment is deemed to be continued during an approved leave of
absence.

         (g) "Incentive Option" means an Option granted under the Plan which
meets the requirements of Section 422 of the Code.

         (h) "Key Employee" means any Employee of the Company and its
Subsidiaries whose performance and responsibilities are determined by the
Committee to have a direct and significant effect on the performance of the
Company and its Subsidiaries.

         (i) "Nonqualified Option" means an Option granted under the Plan which
is not intended to be an Incentive Option.

         (j) "Option" means an option granted pursuant to the Plan to purchase
shares of Common Stock, whether granted as an Incentive Option or as a
Nonqualified Option.

         (k) "Option Agreement" means, with respect to each Option granted to a
Participant, the signed written agreement between the Participant and the
Company setting forth the terms and conditions of the Option.

         (l) "Option Period" means the period during which an Option may be
exercised.

         (m) "Parent" means any corporation in an unbroken chain of corporations
ending with the Company if, at the time of granting of the Option, each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

         (n) "Participant" means an individual to whom an Option has been
granted under the Plan.



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         (o) "Plan" means this Tyler Technologies, Inc. Stock Option Plan, as
set forth herein and as it may be amended from time to time.

         (p) "Qualifying Shares" means shares of Common Stock which either (i)
have been owned by the Participant for more than six months and have been "paid
for" within the meaning of Rule 144 promulgated under the Securities Act of
1933, or (ii) were obtained by the Participant in the public market.

         (q) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 80% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain and
"Subsidiaries" means more than one of any of such corporations.



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