Exhibit 99.1

THIS OPTION AGREEMENT is made on 23rd December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. ALISON DONELL BLOESER, 1168 King Street, Redwood City, CA 94061 ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of l0p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of l0p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1   "Auditors"         the auditors of the Company from time to
                           time.

1.1.2   "Board"            the board of directors of the Company from
                           time to time.

1.1.3   "Control"          the meaning given by Section 840, Income
                           and Corporation Taxes Act 1988.

1.1.4   "Group Company"    any company which is a
                           holding company or subsidiary of the
                           Company or a subsidiary of a holding
                           company of the Company.

1.1.5   "Option"           the right granted to the Employee in respect
                           of the Option Shares by clause 2.

1.1.6   "Option Shares"    11,000 Shares subject to
                           variation pursuant to clause 6.

1.1.7   "Shares"           ordinary l0p shares of the Company.

                               Page 1

1.1.8   "Subscription
         Price"            10p per Share subject to variation pursuant
                           to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2. Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3. Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares after l0th
        November, 2000;

3.4.2   as to a further 25% of the total Option Shares after 10th November
        2001;

3.4.3   as to a further 25% of the total Option Shares after 10th November
        2002;

3.4.4   as to the balance of 25% of the total Option Shares after 10th
        November 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4. Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are

chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5. Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have

obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6. Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7. Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8. General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by           )   /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)     )

LIMITED in the presence of:     )   /s/ M.F. Caroe

         Director

Director/Secretary

EXECUTED A DEED by the said     )   /s/ Alison Bloeser
ALISON DONELL BLOESER           )
in the presence of:             )   /s/ William Brady

Exhibit 99.2

THIS OPTION AGREEMENT is made on 23rd December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG 14 5TN ("the Company"); and

2. WILLIAM ANDREW BRADY, 1124 Halsey, Foster City, CA 94404 ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1   "Auditors"         the auditors of the Company from time to time.

1.1.2   "Board"            the board of directors of the Company from time
                           to time.

1.1.3   "Control"          the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4   "Group Company"    any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5   "Option"           the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6   "Option Shares"    10,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7   "Shares"           ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2. Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3. Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares after 15th
        November, 2000;

3.4.2   as to a further 25% of the total Option Shares after 15th November
        2001;

3.4.3   as to a further 25% of the total Option Shares after 15th November
        2002;

3.4.4   as to the balance of 25% of the total Option Shares after l5th
        November 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4. Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are

chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5. Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have

obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6. Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7. Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8. General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by           )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)     )

LIMITED in the presence of:     )  /s/ M.F. Caroe

         Director

Director/Secretary

EXECUTED A DEED by the said     )  /s/ William Brady
WILLIAM ANDREW BRADY            )
in the presence of:             )  /s/ Cl. Gayle

Exhibit 99.3

THIS OPTION AGREEMENT is made on 24th January 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. Keith Doughty of 15 Vassar Rd., Marblehead, Ma. 01945 ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

2. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from
                           time to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect
                           of the Option Shares by clause 2.

1.1.6 "Option Shares"      35,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary l0p shares of the Company.

1.1.8 "Subscription Price" l0p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the

construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1  injury or disability (evidenced to the satisfaction of the
         Board);

         or

3.1.2.2  retirement at state or contractual retirement age including
         late retirement; or

3.1.2.3  termination of employment (other than proper dismissal upon
         his failure to comply with the terms of his employment)
         provided that the Employee has been an employee of a Group
         Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after January 24, 2001;

3.4.2 thereafter, on the first day of each following month, the number of options that may be exercised shall be increased by 1/48 of the total number of options. This will continue until the January 24, 2004 at which time all options will be exercisable.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount

of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but

less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still

possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by           )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)     )
LIMITED in the presence of:     )  /s/ M.F. Caroe

      Director

Director/Secretary

EXECUTED A DEED by the said     )  /s/ Keith Doughty
Keith Doughty                   )
in the presence of:             )  /s/ Caroline M. Doughty

Exhibit 99.4

THIS OPTION AGREEMENT is made on 23rd December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. GUADALUPE DOWNING, 990 Talbot Drive, Hollister, CA 95023-5658 ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1 ,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"             the auditors of the Company from time to
                             time.

1.1.2 "Board"                the board of directors of the Company
                             from time to time.

1.1.3 "Control"              the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4 "Group Company"        any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5 "Option"               the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6 "Option Shares"        500 Shares subject to variation pursuant
                             to clause 6.

1.1.7 "Shares"               ordinary l0p shares of the Company.

1.1.8 "Subscription Price"   l0p per Share subject to variation
                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2. Grant of Option

In consideration of the sum of (pound)l (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1  injury or disability (evidenced to the satisfaction of
         the Board); or

3.1.2.2  retirement at state or contractual retirement age
         including late retirement; or

3.1.2.3  termination of employment (other than proper dismissal
         upon his failure to comply with the terms of his
         employment) provided that the Employee has been an
         employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be

3.4.1  as to the first 25% of the total Option Shares after 8th November,
       2000;

3.4.2  as to a further 25% of the total Option Shares after 8th November
       2001;

3.4.3  as to a further 25% of the total Option Shares after 8th November
       2002;

3.4.4  as to the balance of 25% of the total Option Shares after 8th
       November 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1  the seventh anniversary of the date of this Agreement.

3.6.2  the date on which the Employee ceases to be an employee of a
       Group Company in circumstances other than those specified in
       clause 3.1.

3.6.3  the date on which a resolution is passed or an order is made for
       the Company to be wound up.

3.6.4  the date on which the Employee is adjudicated bankrupt.

3.6.5  the date on which the Employee does or omits to do anything as a
       result of which act or omission he ceases to be the legal and
       beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the

Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 43OF Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by           )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)     )
LIMITED in the presence of:     )  /s/ M.F. Caroe

      Director

Director/Secretary

EXECUTED A DEED by the said     )  /s/ Guadalupe Downing
GUADALUPE DOWNING               )
in the presence of:             )  /s/ William Brady

Exhibit 99.5

THIS OPTION AGREEMENT is made on January 31, 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and Abraham Levine of 2506 Inglewood Avenue South, St Louis Park, MN 55416
("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of l0p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of l0p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

2. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"             the auditors of the Company from time to
                             time.

1.1.2 "Board"                the board of directors of the Company
                             from time to time.

1.1.3 "Control"              the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4 "Group Company"        any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5 "Option"               the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6 "Option Shares"        80,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7 "Shares"               ordinary 10p shares of the Company.

1.1.8 "Subscription Price"   l0p per Share subject to variation
                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)l (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1  injury or disability (evidenced to the satisfaction
                 of the Board); or

        3.1.2.2  retirement at state or contractual retirement age
                 including late retirement; or

        3.1.2.3  termination of employment (other than proper
                 dismissal upon his failure to comply with the terms
                 of his employment) provided that the Employee has
                 been an employee of a Group Company for not less than
                 two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1  as to the first 25% of the Option Shares after Start Date 2001;

3.4.2  thereafter, on the first day of each following month, the number
       of options that may be exercised shall be increased by 1/48 of
       the total number of options. This will continue until the Start
       Date 2004 at which time all options will be exercisable.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer

company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by           )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)     )
LIMITED in the presence of:     )  /s/ M.F. Caroe

      Director

Director/Secretary

EXECUTED A DEED by the said     )  /s/ A.M.L.
Abraham Levine                  )
in the presence of:             )  /s/ Morris I. Liberman

Exhibit 99.6

THIS OPTION AGREEMENT is made on 17th January 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and Jim Lundy of 4440 Eastwicke Blvd, Stow, Ohio 44224 ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

2. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"             the auditors of the Company from time to
                             time.

1.1.2 "Board"                the board of directors of the Company
                             from time to time.

1.1.3 "Control"              the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4 "Group Company"        any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5 "Option"               the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6 "Option Shares"        45,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7 "Shares"               ordinary 10p shares of the Company.

1.1.8 "Subscription Price"   10p per Share subject to variation
                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the

construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or
        re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1  injury or disability (evidenced to the satisfaction of
                 the Board); or

        3.1.2.2  retirement at state or contractual retirement age
                 including late retirement; or

        3.1.2.3  termination of employment (other than proper dismissal
                 upon his failure to comply with the terms of his
                 employment) provided that the Employee has been an
                 employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4 on
        such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1  as to the first 25% of the Option Shares after Start Date 2001;

3.4.2  thereafter, on the first day of each following month, the number of
       options that may be exercised shall be increased by 1/48 of the
       total number of options. This will continue until the Start Date
       2004 at which time all options will be exercisable.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1  the seventh anniversary of the date of this Agreement.

3.6.2  the date on which the Employee ceases to be an employee of a
       Group Company in circumstances other than those specified in
       clause 3.1.

3.6.3  the date on which a resolution is passed or an order is made for
       the Company to be wound up.

3.6.4  the date on which the Employee is adjudicated bankrupt.

3.6.5  the date on which the Employee does or omits to do anything as a
       result of which act or omission he ceases to be the legal and
       beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1  as to 66% of the Option Shares if the Employee becomes entitled to
       exercise the Option in part pursuant to sub-paragraph (i) of Clause
       5.1.2 unless such options are assumed by an acquirer.

3.7.2  as to 33% of the Option Shares if the Employee becomes entitled to
       exercise the Option in part pursuant to sub-paragraph (ii) of Clause
       5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in

any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1  a general offer to acquire the whole of the issued ordinary share
       capital of the Company which is made on a condition such that if it
       is satisfied the person making the offer will have Control of the
       Company; or

5.1.2  a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a

compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be

personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by           )  /s/ M.F. Caroe
PARAGON SOFTWARE (HOLDINGS)     )
LIMITED in the presence of:     )  /s/ Colin Calder

      Director

Director/Secretary

EXECUTED A DEED by the said     )  /s/ Jim Lundy
Jim Lundy                       )
in the presence of:             )  /s/ Erik Carlson

Exhibit 99.7

THIS OPTION AGREEMENT is made on 18th January 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and Dana Sykorova of 45 Hollis Street, Apartment 8, Pepperell, MA 01463
("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"             the auditors of the Company from time to
                             time.

1.1.2 "Board"                the board of directors of' the Company
                             from time to time.

1.1.3 "Control"              the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4 "Group Company"        any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5 "Option"               the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6 "Option Shares"        2,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7 "Shares"               ordinary 10p shares of the Company.

1.1.8 "Subscription Price"   10p per Share subject to variation
                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)l (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1 injury or disability (evidenced to the satisfaction of
                the Board); or

        3.1.2.2 retirement at state or contractual retirement age
                including late retirement; or

        3.1.2.3 termination of employment (other than proper dismissal
                upon his failure to comply with the terms of his
                employment) provided that the Employee has been an
                employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after [ ];

3.4.2 as to a further 25% of the Option Shares after [ ];

3.4.3 as to a further 25% of the Option Shares after [ ];

3.4.4 as to the balance of 25% of the Option Shares after [ ].

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer

company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )  /s/ M.F. Caroe

      Director

Director/Secretary

EXECUTED A DEED by the said         )  /s/ Dana Sykorova
Dana Sykorova                       )
in the presence of:                 )  /s/ Kenneth G. Collins

                                       /s/ Clydene M. Horrigan

Exhibit 99.8

THIS OPTION AGREEMENT is made on January 27, 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and Dave Waite, 6 Andrew Way, Walpole, MA 02081 ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

2. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"             the auditors of the Company from time to
                             time.

1.1.2 "Board"                the board of directors of the Company
                             from time to time.

1.1.3 "Control"              the meaning given by Section 840, Income
                             and Corporation Taxes Act l988.

1.1.4 "Group Company"        any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5 "Option"               the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6 "Option Shares"        35,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7 "Shares"               ordinary 10p shares of the Company.

1.1.8 "Subscription Price"   10p per Share subject to variation
                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the

construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1 ,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1 injury or disability (evidenced to the satisfaction of
                the Board); or

        3.1.2.2 retirement at state or contractual retirement age
                including late retirement; or

        3.1.2.3 termination of employment (other than proper dismissal
                upon his failure to comply with the terms of his
                employment) provided that the Employee has been an
                employee of a Group Company for not less than two
                years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after Start Date 2001;

3.4.2 thereafter, on the first day of each following month, the number of options that may be exercised shall be increased by 1/48 of the total number of options. This will continue until the Start Date 2004 at which time all options will be exercisable.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient finds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are

chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/ M.F. Caroe
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of          )   /s/ Colin Calder

      Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/ David Waite
Dave Waite                          )
in the presence of:                 )   /s/ A.M.L.

Exhibit 99.9

THIS OPTION AGREEMENT is made on January 7, 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. SHARON CHALK of 24 Catmint Close, Woodhall Park, Swindon, Wiltshire SN2 2TB
("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1     "Auditors"          the auditors of the Company from time to
                              time.

1.1.2     "Board"             the board of directors of the Company from
                              time to time.

1.1.3     "Control"           the meaning given by Section 840, Income and
                              Corporation Taxes Act 1988.

1.1.4     "Group Company"     any company which is a holding company or
                              subsidiary of the Company or a subsidiary of
                              a holding company of the Company.

1.1.5     "Option"            the right granted to the Employee in respect
                              of the Option Shares by clause 2.

1.1.6     "Option Shares"     4,000 Shares subject to variation pursuant to
                              clause 6.

1.1.7     "Shares"            ordinary l0p shares of the Company.

                                Page 1

1.1.8     "Subscription Price"  l0p per Share subject to variation pursuant
                                to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1     words denoting the singular shall include the plural and vice
          versa; and

1.3.2     the reference to any enactment shall be construed as a reference
          to that enactment as from time to time amended, extended or re-
          enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2. Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3. Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1     if the Employee dies the Option may be exercised by his personal
          representatives within twelve months of the date of death to the
          extent to which it could have been (but had not been) exercised
          under clause 3.4 on such date;

3.1.2     if the Employee ceases to be an employee of a Group Company by
          reason of:

          3.1.2.1   injury or disability (evidenced to the satisfaction of
                    the Board); or

          3.1.2.2   retirement at state or contractual retirement age
                    including late retirement; or

          3.1.2.3   termination of employment (other than proper dismissal
                    upon his failure to comply with the terms of his
                    employment) provided that the Employee has been an
                    employee of a Group Company for not less than two
                    years;

          the Option may be exercised within six months of the date of the
          Employee so ceasing to be such an employee to the extent to which
          it could have been (but had not been) exercised under clause 3.4
          on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1     as to the first 25% of the Option Shares after 7th February,
          2000;

3.4.2     as to a further 25% of the Option Shares after 7th February,
          2001;

3.4.3     as to a further 25% of the Option Shares after 7th February,
          2002;

3.4.4     as to the balance of 25% of the Option Shares after 7th February,
          2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1     the seventh anniversary of the date of this Agreement.

3.6.2     the date on which the Employee ceases to be an employee of a
          Group Company in circumstances other than those specified in
          clause 3.1.

3.6.3     the date on which a resolution is passed or an order is made for
          the Company to be wound up.

3.6.4     the date on which the Employee is adjudicated bankrupt.

3.6.5     the date on which the Employee does or omits to do anything as a
          result of which act or omission he ceases to be the legal and
          beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1     as to 66% of the Option Shares if the Employee becomes entitled
          to exercise the Option in part pursuant to sub-paragraph (i) of
          Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2     as to 33% of the Option Shares if the Employee becomes entitled
          to exercise the Option in part pursuant to sub-paragraph (ii) of
          Clause 5.1.2 unless such options are assumed by an acquirer.

4. Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5. Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1     a general offer to acquire the whole of the issued ordinary share
          capital of the Company which is made on a condition such that if
          it is satisfied the person making the offer will have Control of
          the Company; or

5.1.2     a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6. Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7. Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any

reason other than as provided for in clause 3.1.

8. General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )  /s/ M.F. Caroe


              Director

Director/Secretary

EXECUTED A DEED by the said         )  /s/ Sharon Chalk
SHARON CHALK                        )
in the presence of:                 )  /s/ M.F. Caroe

Exhibit 99.10

THIS OPTION AGREEMENT is made on 17th January 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. CHRISTOPHER GEOFFREY PARKHOUSE of 102 Wolf Lane, Windsor, Berkshire, SL4 4YZ ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"             the auditors of the Company from time to time.

1.1.2 "Board"                the board of directors of the Company from
                             time to time.

1.1.3 "Control"              the meaning given by Section 840, Income and
                             Corporation Taxes Act 1988.

1.1.4 "Group Company"        any company which is a holding company or
                             subsidiary of the Company or a subsidiary of
                             a holding company of the Company.

1.1.5 "Option"               the right granted to the Employee in respect
                             of the Option Shares by clause 2.

1.1.6 "Option Shares"        20,000 Shares subject to variation pursuant to
                             clause 6.

1.1.7 "Shares"               ordinary 10p shares of the Company.

1.1.8 "Subscription Price"   10p per Share subject to variation pursuant to
                             clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1  words denoting the singular shall include the plural and vice versa;
       and

1.3.2  the reference to any enactment shall be construed as a reference
       to that enactment as from time to time amended, extended or
       re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1 injury or disability (evidenced to the satisfaction of the
        Board); or

        3.1.2.2 retirement at state or contractual retirement age including
        late retirement; or

        3.1.2.3 termination of employment (other than proper dismissal upon
                his failure to comply with the terms of his employment)
                provided that the Employee has been an employee of a Group
                Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 17th January, 2001;

3.4.2 as to a further 25% of the Option Shares after 17th January 2002;

3.4.3 as to a further 25% of the Option Shares after 17th January 2003;

3.4.4 as to the balance of 25% of the Option Shares after 17th January, 2004.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company)

in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been

employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of          )
                                       /s/ M.F. Caroe

Director

Director/Secretary

EXECUTED A DEED by the said         )  /s/ C.G. Parkhouse
CHRISTOPHER GEOFFREY PARKHOUSE      )
in the presence of:                 )
                                       /s/ S. Winnington

Exhibit 99.11

THIS OPTION AGREEMENT is made on 18th February 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. JOHN DAVEY of 246 Wokingham Road, Reading, Berkshire, RG6 1JS ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound) 5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from
                           time to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of
                           a holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect
                           of the Option Shares by clause 2.

1.1.6 "Option Shares"      2,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1 injury or disability (evidenced to the satisfaction
                of the Board); or

        3.1.2.2 retirement at state or contractual retirement age
                including late retirement; or

        3.1.2.3 termination of employment (other than proper
                dismissal upon his failure to comply with the terms of
                his employment) provided that the Employee has been an
                employee of a Group Company for not less than two
                years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 18th February, 2001;

3.4.2 as to a further 25% of the Option Shares after 18th February, 2002;

3.4.3 as to a further 25% of the Option Shares after 18th February, 2003;

3.4.4 as to the balance of 25% of the Option Shares after 18th February, 2004.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3. 1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company)

in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been

employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/   Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

                                        /s/   M.F. Caroe
Director

Director/Secretary

EXECUTED A DEED by the said         )
JOHN DAVEY                          )   /s/   J. Davey
in the presence of:                 )
                                        /s/   R. Davey

Exhibit 99.12

THIS OPTION AGREEMENT is made on 18th February 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. STEVEN DREW of Eastcroft, 18 Croft Road, Wokingham, Berkshire, RG40 3HU ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from
                           time to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary
                           of a holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect
                           of the Option Shares by clause 2.

1.1.6 "Option Shares"      2,000 shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound) 1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1     The right to exercise the Option shall terminate forthwith upon
        the Employee ceasing to be an employee of a Group Company except
        in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by

reason of:

3.1.2.1 injury or disability (evidenced to the satisfaction of the Board); or

3.1.2.2 retirement at state or contractual retirement age including late retirement; or

3.1.2.3 termination of employment (other than proper dismissal upon his failure to comply with the terms of his employment) provided that the Employee has been an employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 18th February, 2001;

3.4.2 as to a further 25% of the Option Shares after 18th February, 2002;

3.4.3 as to a further 25% of the Option Shares after 18th February, 2003;

3.4.4 as to the balance of 25% of the Option Shares after 18th February, 2004.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the

Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such

date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless

agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/   M.F. Caroe
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

Director

Director/Secretary

EXECUTED A DEED by the said         )
STEVEN DREW                         )   /s/   S. Drew
in the presence of:                 )
                                        /s/   U. Martin

Exhibit 99.13

THIS OPTION AGREEMENT is made on 7th February 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. PETER JOHN LEICESTER of 65 Lillybrooke Crescent, Maidenhead, Berkshire SL6 3XL ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from
                           time to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      6,000 shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by

reason of:

3.1.2.1 injury or disability (evidenced to the satisfaction of the Board); or

3.1.2.2 retirement at state or contractual retirement age including late retirement; or

3.1.2.3 termination of employment (other than proper dismissal upon his failure to comply with the terms of his employment) provided that the Employee has been an employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 7th February, 2000;

3.4.2 as to a further 25% of the Option Shares after 7th February, 2001;

3.4.3 as to a further 25% of the Option Shares after 7th February, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 7th February, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined

by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capita1 of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such

date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless

agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/   Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

                                        /s/   M.F. Caroe
Director

Director/Secretary

EXECUTED A DEED by the said         )
PETER JOHN LEICESTER                )   /s/   P.J. Leicester
in the presence of:                 )
                                        /s/   J. Corbett

Exhibit 99.14

THIS OPTION AGREEMENT is made on 14th February 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. KEITH WILSON of 52 Green Way, Totteridge, London, N20 8JE ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company
                            from time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of
                            a holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect
                            of the Option Shares by clause 2.

1.1.6 "Option Shares"       12,000 Shares subject to variation pursuant to
                            clause 6.

1.1.7 "Shares"              ordinary 10p shares of the Company.

1.8  "Subscription Price"   10p per Share subject to variation pursuant
                            to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound) 1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1 injury or disability (evidenced to the satisfaction of the Board); or

3.1.2.2 retirement at state or contractual retirement age including late retirement; or

3.1.2.3 termination of employment (other than proper dismissal upon his failure to comply with the terms of his employment) provided that the Employee has been an employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 14th February, 2001;

3.4.2 as to a further 25% of the Option Shares after 14th February, 2002;

3.4.3 as to a further 25% of the Option Shares after 14th February, 2003;

3.4.4 as to the balance of 25% of the Option Shares after 14th February, 2004.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the

Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such

date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless

agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/   Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

                                        /s/   M.F. Caroe
Director

Director/Secretary


EXECUTED A DEED by the said         )   /s/   K. Wilson
KEITH WILSON                        )
in the presence of:                 )   /s/   Mark Mallinson

Exhibit 99.15

THIS OPTION AGREEMENT is made on 21st April 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. PAUL ROBERT BURMESTER of 24 Cricketfield Road, Seaford, East Sussex, BN25 1DE ("the Employee").

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 46,924,370 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, and 1,633,980 "B" preferred shares of 10p each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from
                            time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect
                            of the Option Shares by clause 2.

1.1.6 "Option Shares"       85,000 (eighty-five thousand) Shares subject
                            to variation pursuant to clause 6.

1.1.7 "Shares"              ordinary 10p shares of the Company.

1.1.8 "Subscription Price"  10p per Share subject to variation pursuant to
                            clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:-

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the total Option Shares after 5 April 2000;

3.4.2   as to a further 25% of the total Option Shares after 5 April 2001;

3.4.3   as to a further 25% of the total Option Shares after 5 April 2002;

3.4.4   as to the balance of 25% of the total Option Shares after 5 April
        2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the teams of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:-

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavors (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax

or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognized or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7. Relevance of contract of employment.

7.1 The grant of the Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8. General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

            Director                    /s/ B. Ballard

            Director/Secretary



EXECUTED A DEED by the said   )         /s/ P. Robert B.
PAUL ROBERT BURMESTER         )
in the presence of:-          )         /s/ J. Gregory

Exhibit 99.16

THIS OPTION AGREEMENT is made on 21st December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. BRIAN IVAN BALLARD of Hoades Court, Heath Road, Heath, Canterbury, Kent CT3 4ZL ("the Grantee").

WHEREAS

(A) The Company is willing to grant an option to the Grantee in respect of the Option Shares (as defined below) on the following terms and conditions by way of replacement of the option agreement entered into by the parties on 4 December 1998, which is superseded by this Agreement.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A," preferred shares of(pound)1 each, all of which have been issued, 1,633,980 "B" preferred shares of(pound)1 each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from
                            time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Grantee in respect of
                            the Option Shares by clause 2.

1.1.6 "Option Shares"       72,500 Shares subject to variation pursuant to
                            clause 6.

1.1.7 "Shares"              ordinary 10p shares of the Company.

                              Page 1

1.1.8 "Subscription Price"  10p per Share subject to variation pursuant to
                            clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement

1.3 Except in so far as the context otherwise requires;

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Grantee the right to subscribe for the Option Shares as a whole and not part only at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate on the second anniversary of the date of this Agreement.

3.2 The Option shall be personal to the Grantee and may not be transferred, assigned or charged, but may be exercised by the Grantee's personal representatives within twelve months of the date of his death if he dies before the second anniversary of the date of this Agreement without having exercised the Option.

3.3 Except where the Option is exercised pursuant to clause 5 the Option shall not be capable of exercise before the first anniversary of the date of this Agreement.

3.4 The option shall lapse on the earliest of the following dates:

3.4.1   the date on which a resolution is passed or an order is made for
        the Company to be wound up;

3.4.2   the date on which the Grantee is adjudicated bankrupt;

3.4.3   the date on which the Grantee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Grantee of the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the company for the aggregate of the Subscription Prices payable.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that it
        is satisfied the person making the offer will have Control of the
        company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company on companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Shares comprised in the Option and Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their option fair and reasonable

provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Grantee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Grantee's entitlement to remuneration or benefits from the Company or a Group Company.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Grantee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Grantee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

IN WITNESS whereof this Agreement is executed and delivered as a deed by the parties on the date first above written.

EXECUTED AS A DEED by           ) /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)     )
LIMITED in the presence of      )

                                  /s/ M.F. Caroe
           Director

           Director/Secretary


EXECUTED A DEED by the said     ) /s/ B. Ballard
BRIAN IVAN BALLARD              )
in the presence of              ) /s/ Anne Chicken

Exhibit 99.17

THIS OPTION AGREEMENT is made on 4th December 1998

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. BRUCE WILLIAM BUCKNELL of 2l Norton Close, Newbury, Berkshire, RG14 6SR ("the Employee").

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 4,692,437 ordinary shares of (pound)1 each, of which 1,000,000 have been issued, 144,165 "A" preferred shares of (pound)1 each, all of which have been issued and 163,398 "B" preferred shares of (pound)1 each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from
                            time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect
                            of the Option Shares by clause 2.

1.1.6 "Option Shares"       11,500 Shares subject to variation pursuant to
                            clause 6.

1.1.7 "Shares"              ordinary (pound)1 shares of the Company.

1.1.8 "Subscription Price"  (pound)1 per Share subject to variation
                            pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 100 shares each) from time to time at the Subscription Price upon and subject to terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies before exercising the Option in full, the
        Option (to the extent not previously exercised) may be exercised
        by his personal representatives within twelve months of the date
        of death;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:-

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of his employment by the Company or a Group
                  Company (other than proper dismissal upon his failure to
                  comply with the terms of his employment) provided that
                  the Employee has been an employee of a Group Company for
                  not less than two years;

        the Option may be exercised no later than six months after such
        cessation.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 3.1 or clause 5 the Option shall not be capable of exercise before the second anniversary of the date of this Agreement.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:-

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect

of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Shares comprised in the Option, the Subscription Price and the Minimum Market Value shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of the Option.

7.2 The rights granted to the Employee upon the grant of the Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

IN WITNESS whereof this Agreement is executed and delivered as a deed by the parties on the date first above written.

EXECUTED AS A DEED by               )   /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

            Director                    /s/ B. Ballard

            Director/Secretary


EXECUTED AS A DEED by the said      )
BRUCE WILLIAM BUCKNELL              )   /s/ B.W. Bucknell
in the presence of:                 )

                                     Page 5

                                        /s/ Anne Chicken

Exhibit 99.18

THIS OPTION AGREEMENT is made on 4th December 1998

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. MICHAEL W1LLIAM RICHARD DICKINSON of 26 William Sim Wood, Winkfield Row, Bracknell, RG42 6PW ("the Employee").

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 4,692,437 ordinary shares of (pound)1 each, of which 1,000,000 have been issued, 144,165 "A" preferred shares of (pound)1 each, all of which have been issued and 163,398 "B" preferred shares of (pound)1 each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from
                            time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect
                            of the Option Shares by clause 2.

1.1.6 "Option Shares"       11,750 Shares subject to variation pursuant to
                            clause 6.

1.1.7 "Shares"              ordinary (pound)1 shares of the Company.

1.1.8 "Subscription Price"  (pound)1 per Share subject to variation
                            pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 100 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies before exercising the Option in full, the
        Option (to the extent not previously exercised) may be exercised
        by his personal representatives within twelve months of the date
        of death;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of his employment by the Company or a Group
                  Company (other than proper dismissal upon his failure to
                  comply with the terms of his employment) provided that
                  the Employee has been an employee of a Group Company for
                  not less than two years;

        the Option may be exercised no later than six months after such
        cessation.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 3.1 or clause 5 the Option shall not be capable of exercise before the second anniversary of the date of this Agreement.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect

of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Shares comprised in the Option, the Subscription Price and the Minimum Market Value shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of the Option.

7.2 The rights granted to the Employee upon the grant of the Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 My notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

IN WITNESS whereof this Agreement is executed and delivered as a deed by the parties on the date first above written.

EXECUTED AS A DEED by               )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of          )
                                       /s/ B. Ballard

            Director

Director/Secretary

EXECUTED AS A DEED by the said      )  /s/ M.D.

MICHAEL WILLIAM RICHARD             )
DICKINSON in the presence of:       )
                                       /s/ Anne Chicken

Exhibit 99.19

THIS OPTION AGREEMENT is made on 4th December 1998

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. RICHARD FRASER JAMES HARDING of 1 Castle Grove, Donnington, Newbury, Berkshire RG14 1PS ("the Employee").

WHEREAS

(A) The Employee is an employees of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 4,692,437 ordinary shares of (pound)1 each, of which 1,000,000 have been issued, 144,165 "A" preferred shares of (pound)1 each, all of which have been issued and 163,398 "B" preferred shares of (pound)1 each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from
                            time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect
                            of the Option Shares by clause 2.

1.1.6 "Option Shares"       15,000 Shares subject to variation pursuant to
                            clause 6.

1.1.7 "Shares"              ordinary(pound)1 shares of the Company.

1.1.8 "Subscription Price"  (pound)1 per Share subject to variation
                            pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 100 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies before exercising the Option in full, the
        Option (to the extent not previously exercised) may be exercised
        by his personal representatives within twelve months of the date
        of death;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.22    retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of his employment by the Company or a Group
                  Company (other than proper dismissal upon his failure to
                  comply with the terms of his employment) provided that
                  the Employee has been an employee of a Group Company for
                  not less than two years;

        the Option may be exercised no later than six months after such
        cessation.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 3.1 or clause 5 the Option shall not be capable of exercise before the second anniversary of the date of this Agreement.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.62    the date on which the Employee cease to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect

of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Shares comprised in the Option, the Subscription Price and the Minimum Market Value shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of the Option.

7.2 The rights granted to the Employee upon the grant of the Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

IN WITNESS whereof this Agreement is executed and delivered as a deed by the parties on the date first above written.

EXECUTED AS A DEED by               )   /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of          )

            Director                    /s/ B. Ballard

            Director/Secretary


EXECUTED AS A DEED by the said      )
RICHARD FRASER JAMES HARDING        )   /s/ J. Harding

                                    Page 5

in the presence of:                 )
                                        /s/ Anne Chicken

Exhibit 99.20

THIS OPTION AGREEMENT is made on 4th December 1998

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. KEVIN EDWARD HODGSON of 4 Archangel Way, Thatcham, Berkshire, RG18 4EB ("the Employee").

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 4,692,437 ordinary shares of (pound)1 each, of which 1,000,000 have been issued, 144,165 "A" preferred shares of (pound)1 each, all of which have been issued and 163,398 "B" preferred shares of (pound)1 each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from
                            time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect
                            of the Option Shares by clause 2.

1.1.6 "Option Shares"       12,500 Shares subject to variation pursuant to
                            clause 6.

1.1.7 "Shares"              ordinary(pound)1 shares of the Company.

1.1.8 "Subscription Price"  (pound)1 per Share subject to variation
                            pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in Amounts not less than 100 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies before exercising the Option in full, the
        Option (to the extent not previously exercised) may be exercised
        by his personal representatives within twelve months of the date
        of death;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:-

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of his employment by the Company or a Group
                  Company (other than proper dismissal upon his failure to
                  comply with the terms of his employment) provided that
                  the Employee has been an employee of a Group Company for
                  not less than two years;

        the Option may be exercised no later than six months after such
        cessation.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 3.1 or clause 5 the Option shall not be capable of exercise before the second anniversary of the date of this Agreement.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:-

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect

of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

IN WITNESS whereof this Agreement is executed and delivered as a deed by the parties on the date first above written.

EXECUTED AS A DEED by               )   /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

                                        /s/ B. Ballard
      Director

      Director/Secretary


EXECUTED AS A DEED by the said      )   /s/ K.E. Hodgson
KEVIN EDWARD HODGSON                )
in the presence of:-                )   /s/ F. Harding

Exhibit 99.21

THIS OPTION AGREEMENT is made on 14th June 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. URSULA KATHERINE MARTIN of Flat 3, Peach's Garage, Long Grove, Upper Bucklebury, Nr Reading, RG7 6QU ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 46,924,370 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, and 1,633,980 "B" preferred shares of 10p each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from
                            time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect
                            of the Option Shares by clause 2.

1.1.6 "Option Shares"       8,000 Shares subject to variation pursuant to
                            clause 6.

1.1.7 "Shares"              ordinary 10p shares of the Company.

1.1.8 "Subscription Price"  10p per Share subject to variation pursuant to
                            clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares after 15 July 1999;

3.4.2   as to a further 25% of the total Option Shares after 15 July 2000;

3.4.3   as to a further 25% of the total Option Shares after 15 July 2001;

3.4.4   as to the balance of 25% of the total Option Shares after 15 July
        2002.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:-

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue

(or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

                                        /s/ B. Ballard

Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/ U. Martin
URSULA KATHERINE MARTIN             )
in the presence of:-                )   /s/ K.E. Hodgson

Exhibit 99.22

THIS OPTION AGREEMENT is made on 4th December 1998

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. VINCENT RAE of 23 Conway Drive, Thatcham, Berkshire, RG18 3AT ("the Employee").

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 4,692,437 ordinary shares of(pound)1 each, of which 1,000,000 have been issued, 144,165 "A" preferred shares of(pound)1 each, all of which have been issued and 163,398 "B" preferred shares of(pound)1 each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from
                            time to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect
                            of the Option Shares by clause 2.

1.1.6 "Option Shares"       10,750 Shares subject to variation pursuant to
                            clause 6.

1.1.7 "Shares"              ordinary(pound)1 shares of the Company.

1.1.8 "Subscription Price"  (pound)1 per Share subject to variation
                            pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 100 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies before exercising the Option in full, the
        Option (to the extent not previously exercised) may be exercised
        by his personal representatives within twelve months of the date
        of death;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:-

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of his employment by the Company or a Group
                  Company (other than proper dismissal upon his failure to
                  comply with the terms of his employment) provided that
                  the Employee has been an employee of a Group Company for
                  not less than two years;

        the Option may be exercised no later than six months after such
        cessation.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 3.1 or clause 5 the Option shall not be capable of exercise before the second anniversary of the date of this Agreement.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:-

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect

of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Shares comprised in the Option, the Subscription Price and the Minimum Market Value shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of the Option.

7.2 The rights granted to the Employee upon the grant of the Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

IN WITNESS whereof this Agreement is executed and delivered as a deed by the parties on the date first above written.

EXECUTED AS A DEED by               )     /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

            Director                      /s/ Vince

.           Director/Secretary


EXECUTED AS A DEED by the said      )
VINCENT RAE                         )
in the presence of:                 )     /s/ Kim Kay

Exhibit 99.23

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG 14 5TN ("the Company"); and

2. JAMES EDWARD BRAITHWAITE, 30 Southlands, Chineham, Basingstoke, Hampshire, RG24 8XN ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1   "Auditors"         the auditors of the Company from time to
                           time.

1.1.2   "Board"            the board of directors of the Company from
                           time to time.

1.1.3   "Control"          the meaning given by Section 840, Income
                           and Corporation Taxes Act 1988.

1.1.4   "Group Company"    any company which is a
                           holding company or subsidiary of the
                           Company or a subsidiary of a holding
                           company of the Company.

                              Page 1

1.1.5   "Option"           the right granted to the Employee in respect
                           of the Option Shares by clause 2.

1.1.6   "Option Shares"    2,000 Shares subject to
                           variation pursuant to clause 6.

1.1.7   "Shares"           ordinary l0p shares of the Company.

1.1.8   "Subscription
         Price"            10p per Share subject to variation pursuant
                           to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a
        reference to that enactment as from time to time amended,
        extended or re- enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2. Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3. Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his
        personal representatives within twelve months of the date of
        death to the extent to which it could have been (but had not
        been) exercised under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction
                  of the Board); or

3.1.2.2   retirement at state or contractual retirement age
          including late retirement; or

3.1.2.3   termination of employment (other than proper
          dismissal upon his failure to comply with the terms
          of his employment) provided that the Employee has
          been an employee of a Group Company for not less
          than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares after 15th
        November, 2000;

3.4.2   as to a further 25% of the total Option Shares after 15th
        November 2001;

3.4.3   as to a further 25% of the total Option Shares after 15th
        November 2002;

3.4.4   as to the balance of 25% of the total Option Shares after
        l5th November 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a
        Group Company in circumstances other than those specified in
        clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made

        for the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything
        as a result of which act or omission he ceases to be the
        legal and beneficial owner of the Option.

4. Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange

the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5. Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary
        share capital of the Company which is made on a condition
        such that if it is satisfied the person making the offer will
        have Control of the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6. Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7. Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be

affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3. 1.

8. General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by           )  /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)     )
LIMITED in the presence of:     )  /s/ M.F. Caroe

         Director

Director/Secretary

EXECUTED A DEED by the said     )  /s/ J.E. Braithwaite
WILLIAM ANDREW BRADY            )
in the presence of:             )  /s/ S. Denys

Exhibit 99.24

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. MELANIE SARAH BREWER of The Well House, Webbs Lane, Beenham, Berkshire, RG7 5LH ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      500 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1 injury or disability (evidenced to the satisfaction of the Board); or

3.1.2.2 retirement at state or contractual retirement age including late retirement; or

3.1.2.3 termination of employment (other than proper dismissal upon his failure to comply with the terms of his employment) provided that the Employee has been an employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 20th December, 2000;

3.4.2 as to a further 25% of the Option Shares after 20th December, 2001;

3.4.3 as to a further 25% of the Option Shares after 20th December, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 20th December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides

putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )       /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

Director

             Director/Secretary             /s/ M.F. Caroe




EXECUTED A DEED by the said         )       /s/ M.S. Brewer
MELANIE SARAH BREWER                )
in the presence of:                 )       /s/ S. Denys

Exhibit 99.25

THIS OPTION AGREEMENT is made on 20th December 1999

B E T W E E N

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. BRUCE WILLIAM BUCKNELL of 32 Bartlemy Road, Newbury, Berkshire, RG14 6LA
("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1   "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      35,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1     injury or disability (evidenced to the satisfaction of
            the Board); or

3.1.2.2     retirement at state or contractual retirement age
            including late retirement; or

3.1.2.3     termination of employment (other than proper dismissal
            upon his failure to comply with the terms of his
            employment) provided that the Employee has been an
            employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 25th October, 2000;

3.4.2 as to a further 25% of the Option Shares after 25th October, 2001;

3.4.3 as to a further 25% of the Option Shares after 25th October, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 25th October, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer

company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

Director

Director/Secretary          /s/ M. F. Caroe

EXECUTED A DEED by the said         )   /s/ B. W. Bucknell
BRUCE WILLIAM BUCKNELL              )
in the presence of:                 )   /s/ E. Anderson

Exhibit 99.26

THIS OPTION AGREEMENT is made on 23rd July 1999

B E T W E E N

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. MARK FREDERICK CAROE of Bank House, The Nurseries, Tytherington, Wooton- under-Edge, Gloucestershire GL12 8QP ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 46,924,370 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, and 1,633,980 "B" preferred shares of 10p each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      100,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1     injury or disability (evidenced to the satisfaction of
            the Board); or

3.1.2.2     retirement at state or contractual retirement age
            including late retirement; or

3.1.2.3     termination of employment (other than proper dismissal
            upon his failure to comply with the terms of his
            employment) provided that the Employee has been an
            employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the total Option Shares after 12 July 2000;

3.4.2 as to a further 25% of the total Option Shares after 12 July 2001;

3.4.3 as to a further 25% of the total Option Shares after 12 July 2002;

3.4.4 as to the balance of 25% of the total Option Shares after 12 July 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee

following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or

reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/   Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )

Director

Director/Secretary          /s/   B. Ballard

EXECUTED A DEED by the said )

MARK FREDERICK CAROE                )   /s/   M. F. Caroe
in the presence of:                 )

Exhibit 99.27

THIS OPTION AGREEMENT is made on 20th December 1999

B E T W E E N

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. DARRYL CHAPMAN of 17 Rectory Close, Caversham, Reading, Berkshire, RG4 7SH
("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      2,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1 injury or disability (evidenced to the satisfaction of the Board); or

3.1.2.2 retirement at state or contractual retirement age including late retirement; or

3.1.2.3 termination of employment (other than proper dismissal upon his failure to comply with the terms of his employment) provided that the Employee has been an employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 20th December, 2000;

3.4.2 as to a further 25% of the Option Shares after 20th December, 2001;

3.4.3 as to a further 25% of the Option Shares after 20th December, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 20th December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has

satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/ M. F. Caroe
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of          )

Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/ D. Chapman
DARRYL CHAPMAN                      )
in the presence of:                 )   /s/ J. Braithwaite

Exhibit 99.28

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. ANNE BEVERLEY CHICKEN of 4 Wantage Road, Hungerford, Berkshire, RG17 0HA ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from
                           time to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect
                           of the Option Shares by clause 2.

1.1.6 "Option Shares"      6,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1 injury or disability (evidenced to the satisfaction of the Board); or

3.1.2.2 retirement at state or contractual retirement age including late retirement; or

3.1.2.3 termination of employment (other than proper dismissal upon his failure to comply with the terms of his employment) provided that the Employee has been an employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 20th December, 2000;

3.4.2 as to a further 25% of the Option Shares after 20th December, 2001;

3.4.3 as to a further 25% of the Option Shares after 20th December, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 20th December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company)

in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been

employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  M.F. Caroe


         Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/  Anne Chicken
ANNE BEVERLEY CHICKEN               )
in the presence of:                 )   /s/  C.L. Hiller

Exhibit 99.29

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. SUSAN VALERIE DENYS of 48 Scrivens Mead, Thatcham, Berkshire, RG19 4FQ
("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      4,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1 injury or disability (evidenced to the satisfaction of the Board); or

3.1.2.2 retirement at state or contractual retirement age including late retirement; or

3.1.2.3 termination of employment (other than proper dismissal upon his failure to comply with the terms of his employment) provided that the Employee has been an employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 20th December, 2000;

3.4.2 as to a further 25% of the Option Shares after 20th December, 2001;

3.4.3 as to a further 25% of the Option Shares after 20th December, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 20th December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company)

in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been

employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/  M.F. Caroe
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  Colin Calder


         Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/  S. Denys
SUSAN VALERIE DENYS                 )
in the presence of:                 )   /s/  Anne Chicken

Exhibit 99.30

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. MICHAEL WILLIAM RICHARD DICKINSON of 26 William Sim Wood, Winkfield Row, Bracknell, Berkshire, RG42 6PW ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      22,500 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1 injury or disability (evidenced to the satisfaction of the
                Board); or

        3.1.2.2 retirement at state or contractual retirement age including
                late retirement; or

        3.1.2.3 termination of employment (other than proper dismissal upon
                his failure to comply with the terms of his employment)
                provided that the Employee has been an employee of a Group
                Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4 on
        such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 25th October, 2000;

3.4.2 as to a further 25% of the Option Shares after 25th October, 2001;

3.4.3 as to a further 25% of the Option Shares after 25th October, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 25th October, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company)

in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1. a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been

employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by                     )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)               )
LIMITED in the presence of:               )   /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said               )   /s/  M.D.
MICHAEL WILLIAM RICHARD DICKINSON         )
in the presence of:                       )   /s/  M.F. Caroe

Exhibit 99.31

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. CHRISTOPHER MARK EVANS of 1 Orchardene, Newbury, Berkshire, RG14 2DN ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"            the auditors of the Company from time to time.

1.1.2 "Board"               the board of directors of the Company from time
                            to time.

1.1.3 "Control"             the meaning given by Section 840, Income and
                            Corporation Taxes Act 1988.

1.1.4 "Group Company"       any company which is a holding company or
                            subsidiary of the Company or a subsidiary of a
                            holding company of the Company.

1.1.5 "Option"              the right granted to the Employee in respect of
                            the Option Shares by clause 2.

1.1.6 "Option Shares"       4,000 Shares subject to variation pursuant to
                            clause 6.

1.1.7  "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1 injury or disability (evidenced to the satisfaction of the
                Board); or

        3.1.2.2 retirement at state or contractual retirement age including
                late retirement; or

        3.1.2.3 termination of employment (other than proper dismissal upon
                his failure to comply with the terms of his employment)
                provided that the Employee has been an employee of a Group
                Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4 on
        such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be

transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 20th December, 2000;

3 4.2 as to a further 25% of the Option Shares after 20th December, 2001;

3.4.3 as to a further 25% of the Option Shares after 20th December, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 20th December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (a) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company)

in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable a (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been

employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )    /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )    /s/  M.F. Caroe


           Director

Director/Secretary

EXECUTED A DEED by the said         )    /s/  Christopher M. Evans
CHRISTOPHER MARK EVANS              )
in the presence of:                 )    /s/  S. Winnington

Exhibit 99.32

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. RICHARD FRASER JAMES HARDING of 1 Castle Grove, Donnington, Newbury, Berkshire, RG14 1PS ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      50,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1  words denoting the singular shall include the plural and vice
       versa; and

1.3.2  the reference to any enactment shall be construed as a reference to
       that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1  if the Employee dies the Option may be exercised by his personal
       representatives within twelve months of the date of death to the
       extent to which it could have been (but had not been) exercised
       under clause 3.4 on such date;

3.1.2  if the Employee ceases to be an employee of a Group Company by
       reason of:-

       3.1.2.1     injury or disability (evidenced to the satisfaction of
                   the Board); or

       3.1.2.2     retirement at state or contractual retirement age
                   including late retirement; or

       3.1.2.3     termination of employment (other than proper dismissal
                   upon his failure to comply with the terms of his
                   employment) provided that the Employee has been an
                   employee of a Group Company for not less than two years;

       the Option may be exercised within six months of the date of the
       Employee so ceasing to be such an employee to the extent to which it
       could have been (but had not been) exercised under clause 3.4 on
       such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1  as to the first 25% of the Option Shares after 25th October, 2000;

3.4.2  as to a further 25% of the Option Shares after 25th October, 2001;

3.4.3  as to a further 25% of the Option Shares after 25th October, 2002;

3.4.4  as to the balance of 25% of the Option Shares after 25th October,
       2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1  the seventh anniversary of the date of this Agreement.

3.6.2  the date on which the Employee ceases to be an employee of a Group
       Company in circumstances other than those specified in clause 3.1.

3.6.3  the date on which a resolution is passed or an order is made for the
       Company to be wound up.

3.6.4  the date on which the Employee is adjudicated bankrupt.

3.6.5  the date on which the Employee does or omits to do anything as a
       result of which act or omission he ceases to be the legal and
       beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1  as to 66% of the Option Shares if the Employee becomes entitled to
       exercise the Option in part pursuant to sub-paragraph (i) of Clause
       5.1.2 unless such options are assumed by an acquirer.

3.7.2  as to 33% of the Option Shares if the Employee becomes entitled to
       exercise the Option in part pursuant to sub-paragraph (ii) of Clause
       5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so

decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers, etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1  a general offer to acquire the whole of the issued ordinary share
       capital of the Company which is made on a condition such that if it
       is satisfied the person making the offer will have Control of the
       Company; or

5.1.2  a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still

possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/  F. Harding
RICHARD FRASER JAMES HARDING        )
in the presence of:                 )   /s/  A. Harding

Exhibit 99.33

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. VIKTA HARVEY of 126 Kennedy Avenue, Enfield, Middlesex, EN3 4PB ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"              the auditors of the Company from time to
                              time.

1.1.2 "Board"                 the board of directors of the Company from
                              time to time.

1.1.3 "Control"               the meaning given by Section 840, Income and
                              Corporation Taxes Act 1988.

1.1.4 "Group Company"         any company which is a holding company or
                              subsidiary of the Company or a subsidiary of
                              a holding company of the Company.

1.1.5 "Option"                the right granted to the Employee in respect
                              of the Option Shares by clause 2.

1.1.6 "Option Shares"         2,000 Shares subject to variation pursuant
                              to clause 6.

                               Page 1

1.1.7 "Shares"                ordinary 10p shares of the Company.

1.1.8 "Subscription Price"    10p per Share subject to variation pursuant
                              to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1  injury or disability (evidenced to the satisfaction of the
         Board); or

3.1.2.2  retirement at state or contractual retirement age including
         late retirement; or

3.1.2.3  termination of employment (other than proper dismissal upon
         his failure to comply with the terms of his employment)
         provided that the Employee has been an employee of a Group
         Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 20th December, 2000;

3.4.2 as to a further 25% of the Option Shares after 20th December, 2001;

3.4.3 as to a further 25% of the Option Shares after 20th December, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 20th December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise

of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers, etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/  Vikta H.
VIKTA HARVEY                        )
in the presence of:                 )   /s/  Susan

Exhibit 99.34

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. CLARE LOUISE HILLER of Cornfields, Oxdrove, Burghclere, Newbury, Berkshire, RG20 9HH ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect
                           of the Option Shares by clause 2.

1.1.6 "Option Shares"      500 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant

to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1  injury or disability (evidenced to the satisfaction of the
         Board); or

3.1.2.2  retirement at state or contractual retirement age including
         late retirement; or

3.1.2.3  termination of employment (other than proper dismissal upon
         his failure to comply with the terms of his employment)
         provided that the Employee has been an employee of a Group
         Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 20th December, 2000;

3.4.2 as to a further 25% of the Option Shares after 20th December, 2001;

3.4.3 as to a further 25% of the Option Shares after 20th December, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 20th December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has

satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the

Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/  C.L. Hiller
CLARE LOUISE HILLER                 )
in the presence of:                 )   /s/  Anne Chicken

Exhibit 99.35

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"), and

2. KEVIN EDWARD HODGSON of 4 Archangel Way, Thatcham, Berkshire, RG18 4EB
("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      75,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant

to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1     injury or disability (evidenced to the satisfaction of
            the Board); or

3.1.2.2     retirement at state or contractual retirement age
            including late retirement; or

3.1.2.3     termination of employment (other than proper dismissal
            upon his failure to comply with the terms of his
            employment) provided that the Employee has been an
            employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 25th October, 2000;

3.4.2 as to a further 25% of the Option Shares after 25th October, 2001;

3.4.3 as to a further 25% of the Option Shares after 25th October, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 25th October, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the

Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1  a general offer to acquire the whole of the issued ordinary share
       capital of the Company which is made on a condition such that if it
       is satisfied the person making the offer will have Control of the
       Company; or

5.1.2  a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date, and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )    /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )    /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said         )    /s/  K.E. Hodgson
KEVIN EDWARD HODGSON                )
in the presence of:                 )    /s/  B.I. Ballard

Exhibit 99.36

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. MARY HOWARD of 1450 Slaterville Road, Ithica, New York, 14850 ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from time
                           to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect of
                           the Option Shares by clause 2.

1.1.6 "Option Shares"      4,000 Shares subject to variation pursuant to
                           clause 6.

1.1.7 "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant

to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa; and

1.3.2 the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1     injury or disability (evidenced to the satisfaction of
            the Board); or

3.1.2.2     retirement at state or contractual retirement age
            including late retirement; or

3.1.2.3     termination of employment (other than proper dismissal
            upon his failure to comply with the terms of his
            employment) provided that the Employee has been an
            employee of a Group Company for not less than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the Option Shares after 20th December, 2000;

3.4.2 as to a further 25% of the Option Shares after 20th December, 2001;

3.4.3 as to a further 25% of the Option Shares after 20th December, 2002;

3.4.4 as to the balance of 25% of the Option Shares after 20th December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1 as to 66% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (i) of Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2 as to 33% of the Option Shares if the Employee becomes entitled to exercise the Option in part pursuant to sub-paragraph (ii) of Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has

satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4. 1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than

eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3. 1.

8 General

8.1 The Company shall at all times keep available sufficient authorised

and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/  Mary D. Howard
MARY HOWARD                         )
in the presence of:                 )   /s/  Tom Brutnell

Exhibit 99.37

THIS OPTION AGREEMENT is made on 23rd December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. NEIL JONES of 14 The Laffords, Southend, Berkshire RE7 6JD ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of l0p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of l0p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6  "Option Shares"       8,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary l0p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation

                               Page 1

                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a
        reference to that enactment as from time to time amended,
        extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his
        personal representatives within twelve months of the date of
        death to the extent to which it could have been (but had not
        been) exercised under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company
        by reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction
                  of the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper
                  dismissal upon his failure to comply with the terms
                  of his employment) provided that the Employee has
                  been an employee of a Group Company for not less
                  than two years;

        the Option may be exercised within six months of the date of
        the Employee so ceasing to be such an employee to the extent
        to which it could have been (but had not been) exercised
        under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares after 18
        October 2000;

3.4.2   as to a further 25% of the total Option Shares after 18
        October 2001;

3.4.3   as to a further 25% of the total Option Shares after 18
        October 2002;

3.4.4   as to the balance of 25% of the total Option Shares after 18
        October 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a
        Group Company in circumstances other than those specified in
        clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made
        for the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything
        as a result of which act or omission he ceases to be the
        legal and beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the

Option. The Company shall use reasonable endeavours (with the Employees assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers, etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary
        share capital of the Company which is made on a condition
        such that if it is satisfied the person making the offer will
        have Control of the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employees entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by             )     /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)       )

LIMITED in the presence of:       )     /s/ M.F. Caroe


         Director

Director/Secretary

EXECUTED A DEED by the said       )     /s/ Neil Jones
NEIL JONES                        )
in the presence of:-              )     /s/ M.F. Caroe

Exhibit 99.38

THIS OPTION AGREEMENT is made on 23rd December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. GIDEON MORRELL LUKE, 48 Jessett Drive, Church Crookham, Fleet, Hampshire, GU13 0XB

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the, Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6  "Option Shares"       35,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary 10p shares of the Company.

1.1.8  "Subscription Price"  l0p per Share subject to variation

                               Page 1

                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a
        reference to that enactment as from time to time amended,
        extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his
        personal representatives within twelve months of the date of
        death to the extent to which it could have been (but had not
        been) exercised under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company
        by reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction
                  of the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper
                  dismissal upon his failure to comply with the terms
                  of his employment) provided that the Employee has
                  been an employee of a Group Company for not less
                  than two years;

        the Option may be exercised within six months of the date of
        the Employee so ceasing to be such an employee to the extent
        to which it could have been (but had not been) exercised
        under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares after 6th
        December, 2000;

3.4.2   as to a further 25% of the total Option Shares after 6th
        December 2001;

3.4.3   as to a further 25% of the total Option Shares after 6th
        December, 2002;

3.4.4   as to the balance of 25% of the total Option Shares after 6th
        December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a
        Group Company in circumstances other than those specified in
        clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made
        for the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything
        as a result of which act or omission he ceases to be the
        legal and beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in

any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers, etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary
        share capital of the Company which is made on a condition
        such that if it is satisfied the person making the offer will
        have Control of the Company; or

5.1.2   a general offer to acquire all the Shares; the Option may be
        exercised within one month of the date on which the person
        making the offer has obtained Control of the Company and any
        condition subject to which the offer is made has been
        satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in

concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3. 1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by            )      /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)      )

LIMITED in the presence of:      )      /s/ M.F. Caroe


        Director

Director/Secretary

EXECUTED A DEED by the said      )      /s/ Gideon Luke
GIDEON MORRELL LUKE              )
in the presence of:              )      /s/ Mark Mallinson

Exhibit 99.39

THIS OPTION AGREEMENT is made on 4th January 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2 MARK MALLINSON, 3 Arnold Way, Thame, Oxon, 0X9 2QA ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1 "Auditors"           the auditors of the Company from time to time.

1.1.2 "Board"              the board of directors of the Company from
                           time to time.

1.1.3 "Control"            the meaning given by Section 840, Income and
                           Corporation Taxes Act 1988.

1.1.4 "Group Company"      any company which is a holding company or
                           subsidiary of the Company or a subsidiary of a
                           holding company of the Company.

1.1.5 "Option"             the right granted to the Employee in respect

                              Page 1

                           of the Option Shares by clause 2.

1.1.6 "Option Shares"      35,000 Shares subject to
                           variation pursuant to clause 6.

1.1.7 "Shares"             ordinary l0p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1 words denoting the singular shall include the plural and vice versa;

1.3.2 and the reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option, Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1 if the Employee dies the Option may be exercised by his personal representatives within twelve months of the date of death to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date;

3.1.2 if the Employee ceases to be an employee of a Group Company by reason of:

3.1.2.1     injury or disability (evidenced to the satisfaction
            of the Board); or

3.1.2.2     retirement at state or contractual retirement age
            including late retirement; or

                        Page 2

3.1.2.3     termination of employment (other than proper
            dismissal upon his failure to comply with the terms
            of his employment) provided that the Employee has
            been an employee of a Group Company for not less
            than two years;

the Option may be exercised within six months of the date of the Employee so ceasing to be such an employee to the extent to which it could have been (but had not been) exercised under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1 as to the first 25% of the total Option Shares after 3rd January, 2001;

3.4.2 as to a further 25% of the total Option Shares after 3rd January, 2002;

3.4.3 as to a further 25% of the total Option Shares after 3rd January 2003;

3.4.4 as to the balance of 25% of the total Option Shares after 3rd January, 2004.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1 the seventh anniversary of the date of this Agreement.

3.6.2 the date on which the Employee ceases to be an employee of a Group Company in circumstances other than those specified in clause 3.1.

3.6.3 the date on which a resolution is passed or an order is made for the Company to be wound up.

3.6.4 the date on which the Employee is adjudicated bankrupt.

3.6.5 the date on which the Employee does or omits to do anything as a result of which act or omission he ceases to be the legal and beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee us assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange

the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers, etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

5.1.2 a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by                     )    /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)               )
LIMITED in the presence of:               )



            Director                           /s/  M.F. Caroe

            Director/Secretary


EXECUTED A DEED by the said               )    /s/  Mark Mallinson
MARK MALLINSON                            )

in the presence of:                       )    /s/  A.D. Wyatt

Exhibit 99.40

THIS OPTION AGREEMENT is made on 22nd December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. IAN MARNER of 33 Gilpin Road, Ware, Herts, SG12 9LZ ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 44,197,222 ordinary shares of l0p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6  "Option Shares"       4,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary l0p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation

                               Page 1

                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a
        reference to that enactment as from time to time amended,
        extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his
        personal representatives within twelve months of the date of
        death to the extent to which it could have been (but had not
        been) exercised under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company
        by reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction
                  of the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper
                  dismissal upon his failure to comply with the terms
                  of his employment) provided that the Employee has
                  been an employee of a Group Company for not less
                  than two years;

        the Option may be exercised within six months of the date of
        the Employee so ceasing to be such an employee to the extent
        to which it could have been (but had not been) exercised
        under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares after 22nd
        December, 2000;

3.4.2   as to a further 25% of the total Option Shares after 22nd
        December, 2001;

3.4.3   as to a further 25% of the total Option Shares after 22nd
        December, 2002;

3.4.4   as to the balance of 25% of the total Option Shares after
        22nd December, 2003;

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a
        Group Company in circumstances other than those specified in
        clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made
        for the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything
        as a result of which act or omission he ceases to be the
        legal and beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the

Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers, etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary
        share capital of the Company which is made on a condition
        such that if it is satisfied the person making the offer will
        have Control of the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by             )     /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)       )
LIMITED in the presence of        )     /s/  M.F. Caroe

Director

Director/Secretary

EXECUTED A DEED by the said       )     /s/  I. Marner
IAN MARNER                        )
in the presence of:               )     /s/  Sh. Williams

Exhibit 99.41

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. URSULA MARTIN of Flat 3, Peach's Garage, Long Grove, Upper Bucklebury, Nr. Reading, Berkshire, RG7 6QU ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of l0p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of l0p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6  "Option Shares"       2,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary l0p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation

                               Page 1

                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a
        reference to that enactment as from time to time amended,
        extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his
        personal representatives within twelve months of the date of
        death to the extent to which it could have been (but had not
        been) exercised under clause 3.4 on such date,

3.1.2   if the Employee ceases to be an employee of a Group Company
        by reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction
                  of the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper
                  dismissal upon his failure to comply with the terms
                  of his employment) provided that the Employee has
                  been an employee of a Group Company for not less
                  than two years;

        the Option may be exercised within six months of the date of
        the Employee so ceasing to be such an employee to the extent
        to which it could have been (but had not been) exercised
        under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the Option Shares after 1st November,
        2000;

3.4.2   as to a further 25% of the Option Shares after 1st November,
        2001;

3.4.3   as to a further 25% of the Option Shares after 1st November,
        2002;

3.4.4   as to the balance of 25% of the Option Shares after 1st
        November, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a
        Group Company in circumstances other than those specified in
        clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made
        for the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything
        as a result of which act or omission he ceases to be the
        legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1   as to 66% of the Option Shares if the Employee becomes
        entitled to exercise the Option in part pursuant to
        sub-paragraph (i) of Clause 5.1.2 unless such options are
        assumed by an acquirer.

3.7.2   as to 33% of the Option Shares if the Employee becomes
        entitled to exercise the Option in part pursuant to
        sub-paragraph (ii) of Clause 5.1.2 unless such options are
        assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in

writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers, etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary
        share capital of the Company which is made on a condition
        such that if it is satisfied the person making the offer will
        have Control of the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been

employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by             )     /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)       )
LIMITED in the presence of:       )     /s/  M.F. Caroe


        Director

Director/Secretary

EXECUTED A DEED by the said       )     /s/  U. Martin
URSULA MARTIN                     )
in the presence of:               )     /s/  S. Winnington

Exhibit 99.42

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"), and

2. TIMOTHY WILLIAM MAWSON of 9 Guernsey Place, Popley, Basingstoke, Hampshire, RG24 9PS ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of l0p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of l0p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6  "Option Shares"       6,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary l0p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation

                              Page 1

                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a
        reference to that enactment as from time to time amended,
        extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his
        personal representatives within twelve months of the date of
        death to the extent to which it could have been (but had not
        been) exercised under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company
        by reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction
                  of the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper
                  dismissal upon his failure to comply with the terms
                  of his employment) provided that the Employee has
                  been an employee of a Group Company for not less
                  than two years;

        the Option may be exercised within six months of the date of
        the Employee so ceasing to be such an employee to the extent
        to which it could have been (but had not been) exercised
        under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the Option Shares after 20th December,
        2000;

3.4.2   as to a further 25% of the Option Shares after 20th December,
        2001;

3.4.3   as to a further 25% of the Option Shares after 20th December,
        2002;

3.4.4   as to the balance of 25% of the Option Shares after 20th
        December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a
        Group Company in circumstances other than those specified in
        clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made
        for the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything
        as a result of which act or omission he ceases to be the
        legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1   as to 66% of the Option Shares if the Employee becomes
        entitled to exercise the Option in part pursuant to
        sub-paragraph (i) of Clause 5.1.2 unless such options are
        assumed by an acquirer.

3.7.2   as to 33% of the Option Shares if the Employee becomes
        entitled to exercise the Option in part pursuant to
        sub-paragraph (ii) of Clause 5. 1.2 unless such options are
        assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in

writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers, mergers, etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary
        share capital of the Company which is made on a condition
        such that if it is satisfied the person making the offer will
        have Control of the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been

employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by             )     /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)       )
LIMITED in the presence of:       )     /s/  M.F. Caroe


       Director

Director/Secretary

EXECUTED A DEED by the said      )      /s/  Tim M.
TIMOTHY WILLIAM MAWSON           )
in the presence of:              )      /s/  S. Winnington

Exhibit 99.43

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RGI4 5TN (the "Company"), and

2. MATTHEW PATRICK McGILLAVRY of 10 Silver Birch Road, Andover, Hampshire, SP10 3DT ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44, 197,222 ordinary shares of l0p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause
                             2.

1.1.6  "Option Shares"       1,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a
        reference to that enactment as from time to time amended,
        extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his
        personal representatives within twelve months of the date of
        death to the extent to which it could have been (but had not
        been) exercised under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company
        by reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction
                  of the Board), or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper
                  dismissal upon his failure to comply with the terms
                  of his employment) provided that the Employee has
                  been an employee of a Group Company for not less
                  than two years;

        the Option may be exercised within six months of the date of
        the Employee so ceasing to be such an employee to the extent
        to which it could have been (but had not been) exercised
        under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the

Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the Option Shares after 20th December,
        2000;

3.4.2   as to a further 25% of the Option Shares after 20th December,
        200l;

3.4.3   as to a further 25% of the Option Shares after 20th December,
        2002;

3.4.4   as to the balance of 25% of the Option Shares after 20th
        December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a
        Group Company in circumstances other than those specified in
        clause 3. 1.

3.6.3   the date on which a resolution is passed or an order is made
        for the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything
        as a result of which act or omission he ceases to be the
        legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1   as to 66% of the Option Shares if the Employee becomes
        entitled to exercise the Option in part pursuant to
        sub-paragraph (i) of Clause 5. 1.2 unless such options are
        assumed by an acquirer.

3.7.2   as to 33% of the Option Shares if the Employee becomes
        entitled to exercise the Option in part pursuant to
        sub-paragraph (ii) of Clause 5.1 .2 unless such options are
        assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavors (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognized or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary
        share capital of the Company which is made on a condition
        such that if it is satisfied the person making the offer will
        have Control of the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any

reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )    /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )    /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said         )    /s/  M.P.M.
MATTHEW PATRICK McGILLAVRY          )
in the presence of:-                )    /s/  S. Winnington

Exhibit 99.44

THIS OPTION AGREEMENT is made on 23rd December, 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG 14 5TN ("the Company"); and

2 Craig Minihan, 12, Reading Road, Lower Basildon, Berkshire, RG8 9NG ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44, 197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1. In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company from
                             time to time.

1.1.3  "Control"             the meaning given by Section 840, Income and
                             Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary of
                             a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in respect
                             of the Option Shares by clause 2.

1.1.6  "Option Shares        6,000 Shares subject to variation pursuant to
                             clause 6.

1.1.7  "Shares"              ordinary 10p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation pursuant
                             to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares after 1st December,
        2000,

3.4.2   as to a further 25% of the total Option Shares after 1st December
        2001,

3.4.3   as to a further 25% of the total Option Shares after 1st December
        2002,

3.4.4   as to the balance of 25% of the total Option Shares after 1st
        December 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the

Option. The Company shall use reasonable endeavors (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )    /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )    /s/ M.F. Caroe

Director

Director/Secretary

EXECUTED A DEED by the said         )    /s/ C. Minihan
CRAIG MINIHAN                       )
in the presence of:-                )    /s/ Anne Chicken

Exhibit 99.45

THIS OPTION AGREEMENT is made on 14th June 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. SCOTT DARREN MOORE of 1 Marston Drive, Manor Fields, Newbury, Berkshire, RG14 2SG ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 46,924,370 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, and 1,633,980 "B" preferred shares of 10p each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6  "Option Shares"       8,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary 10p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation
                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his
        personal representatives within twelve months of the date of
        death to the extent to which it could have been (but had not
        been) exercised under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company
        by reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the total Option Shares from the date
        hereof;

3.4.2   as to a further 25% of the total Option Shares after 9 June 2000;

3.4.3   as to a further 25% of the total Option Shares after 9 June 2001;

3.4.4   as to the balance of 25% of the total Option Shares after 9 June
        2002.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the

Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )    /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )    /s/  B. Ballard

Director

Director/Secretary

EXECUTED A DEED by the said         )    /s/  S.D. Moore
SCOTT DARREN MOORE                  )
in the presence of:-                )

Exhibit 99.46

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. SCOTT DARREN MOORE of 1 Marston Drive, Manor Fields, Newbury, Berkshire RG14 2SG ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6  "Option Shares"       2,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary 10p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation

                               Page 1

                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the Option Shares after 9th December, 2000;

3.4.2   as to a further 25% of the Option Shares after 9th December, 2001;

3.4.3   as to a further 25% of the Option Shares after 9th December, 2002;

3.4.4   as to the balance of 25% of the Option Shares after 9th December,
        2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a
        Group Company in circumstances other than those specified in
        clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made
        for the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything
        as a result of which act or omission he ceases to be the
        legal and beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1   as to 66% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (i) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2   as to 33% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (ii) of
        Clause 5. 1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in

writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any finds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been

employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  M.F. Caroe


      Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/  S.D. Moore
SCOTT DARREN MOORE                  )
in the presence of:-                )   /s/  M.F. Caroe

Exhibit 99.47

THIS OPTION AGREEMENT is made on 10th January 2000

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. STUART ADAM NESTER of 107 Godolphin Close, Freshbrook, Swindon, Wiltshire SN5 8RP ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of l0p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of l0p each, all of which have been issued, 1,633,980 "B" preferred shares of l0p each, all of which have been issued, and 2,727,148 "C" preferred shares of l0p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company from
                             time to time.

1.1.3  "Control"             the meaning given by Section 840, Income and
                             Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary of
                             a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in respect
                             of the Option Shares by clause 2.

1.1.6  "Option Shares"       4,000 Shares subject to variation pursuant to
                             clause 6.

1.1.7  "Shares"              ordinary l0p shares of the Company.

1.1.8  "Subscription Price"  l0p per Share subject to variation

pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:-

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the Option Shares after 10th January, 200l;

3.4.2   as to a further 25% of the Option Shares after 10th January, 2002;

3.4.3   as to a further 25% of the Option Shares after 10th January, 2003;

3.4.4   as to the balance of 25% of the Option Shares after 10th January,
        2004.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1   as to 66% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (i) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2   as to 33% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (ii) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in

writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be deter-mined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been

employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by                     )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)               )
LIMITED in the presence of:               )   /s/  M.F. Caroe


      Director

Director/Secretary

EXECUTED A DEED by the said               )   /s/  S. Nester
STUART ADAM NESTER                        )
in the presence of:-                      )

Exhibit 99.48

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. EMMA JAYNE O'HARE of 148 Sycamore Close, Burghfield, Reading, Berkshire, RG30 3SW ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company from
                             time to time.

1.1.3  "Control"             the meaning given by Section 840, Income and
                             Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary of
                             a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in respect
                             of the Option Shares by clause 2.

1.1.6  "Option Shares"       4,000 Shares subject to variation pursuant to
                             clause 6.

1.1.7  "Shares"              ordinary 10p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation

                               Page 1

                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3. Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:-

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the Option Shares after 20th December,
        2000;

3.4.2   as to a further 25% of the Option Shares after 20th December,
        2001;

3.4.3   as to a further 25% of the Option Shares after 20th December,
        2002;

3.4.4   as to the balance of 25% of the Option Shares after 20th December,
        2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:-

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1   as to 66% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (i) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2   as to 33% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (ii) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

4. Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in

writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been

employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3. 1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said         )   /s/  E.O.H.
EMMA JAYNE O'HARE                   )
in the presence of:-                )   /s/  D. Chapman

Exhibit 99.49

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. KATHLEEN MARGARET PAGE of 80 Sutton Road, Speen, Newbury, Berkshire, RG14 1UT ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company
                             from time to time.

1.1.3  "Control"             the meaning given by Section 840, Income
                             and Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary
                             of a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in
                             respect of the Option Shares by clause 2.

1.1.6  "Option Shares"       4,000 Shares subject to variation
                             pursuant to clause 6.

1.1.7  "Shares"              ordinary 10p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation

pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:-

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the Option Shares after 20th December,
        2000;

3.4.2   as to a further 25% of the Option Shares after 20th December,
        2001;

3.4.3   as to a further 25% of the Option Shares after 20th December,
        2002;

3.4.4   as to the balance of 25% of the Option Shares after 20th
        December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:-

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1   as to 66% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (i) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2   as to 33% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (ii) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in

writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc.

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been

employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )    /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )    /s/  M.F. Caroe


            Director

Director/Secretary

EXECUTED A DEED by the said         )    /s/  K.M. Page
KATHLEEN MARGARET PAGE              )
in the presence of:-                )    /s/  S. Winnington

Exhibit 99.50

THIS OPTION AGREEMENT is made on 20th December 1999

BETWEEN

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. VINCE RAE of 23 Conway Drive, Thatcham, Berkshire RG13 4AB ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1 Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"            the auditors of the Company from time to
                             time.

1.1.2  "Board"               the board of directors of the Company from
                             time to time.

1.1.3  "Control"             the meaning given by Section 840, Income and
                             Corporation Taxes Act 1988.

1.1.4  "Group Company"       any company which is a holding company or
                             subsidiary of the Company or a subsidiary of
                             a holding company of the Company.

1.1.5  "Option"              the right granted to the Employee in respect
                             of the Option Shares by clause 2.

1.1.6  "Option Shares"       22,500 Shares subject to variation pursuant
                             to clause 6.

1.1.7  "Shares"              ordinary 10p shares of the Company.

1.1.8  "Subscription Price"  10p per Share subject to variation

                               Page 1

                             pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3 Except in so far as the context otherwise requires:

1.3.1   words denoting the singular shall include the plural and vice
        versa; and

1.3.2   the reference to any enactment shall be construed as a reference
        to that enactment as from time to time amended, extended or re-
        enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1   if the Employee dies the Option may be exercised by his personal
        representatives within twelve months of the date of death to the
        extent to which it could have been (but had not been) exercised
        under clause 3.4 on such date;

3.1.2   if the Employee ceases to be an employee of a Group Company by
        reason of:-

        3.1.2.1   injury or disability (evidenced to the satisfaction of
                  the Board); or

        3.1.2.2   retirement at state or contractual retirement age
                  including late retirement; or

        3.1.2.3   termination of employment (other than proper dismissal
                  upon his failure to comply with the terms of his
                  employment) provided that the Employee has been an
                  employee of a Group Company for not less than two years;

        the Option may be exercised within six months of the date of the
        Employee so ceasing to be such an employee to the extent to which
        it could have been (but had not been) exercised under clause 3.4
        on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1   as to the first 25% of the Option Shares after 25th October 2000;

3.4.2   as to a further 25% of the Option Shares after 25th October 2001;

3.4.3   as to a Further 25% of the Option Shares after 25th October 2002;

3.4.4   as to the balance of 25% of the Option Shares after 25th October
        2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6 The Option shall lapse on the earliest of the following dates:-

3.6.1   the seventh anniversary of the date of this Agreement.

3.6.2   the date on which the Employee ceases to be an employee of a Group
        Company in circumstances other than those specified in clause 3.1.

3.6.3   the date on which a resolution is passed or an order is made for
        the Company to be wound up.

3.6.4   the date on which the Employee is adjudicated bankrupt.

3.6.5   the date on which the Employee does or omits to do anything as a
        result of which act or omission he ceases to be the legal and
        beneficial owner of the Option.

3.7 The Option shall lapse:

3.7.1   as to 66% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (i) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

3.7.2   as to 33% of the Option Shares if the Employee becomes entitled to
        exercise the Option in part pursuant to sub-paragraph (ii) of
        Clause 5.1.2 unless such options are assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in

writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5 Takeovers mergers etc

5.1 If any person obtains Control of the Company as a result of making:-

5.1.1   a general offer to acquire the whole of the issued ordinary share
        capital of the Company which is made on a condition such that if
        it is satisfied the person making the offer will have Control of
        the Company; or

5.1.2   a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been

employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by               )
PARAGON SOFTWARE (HOLDINGS)         )
LIMITED in the presence of:         )   /s/  M.F. Caroe


            Director

            Director/Secretary


EXECUTED A DEED by the said         )   /s/  Vince
VINCE RAE                           )
in the presence of:-                )   /s/  S. Winnington

Exhibit 99.51

THIS OPTION AGREEMENT is made on 20th December 1999

B E T W E E N

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN (the "Company"); and

2. GERARD MARTIN RENWICK, of 6 Taylor Drive, Bramley, Tadley, Hampshire, RG26 5XP ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A", "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2.6 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"             the auditors of the Company from time
                              to time.

1.1.2  "Board"                the board of directors of the Company from
                              time to time.

1.1.3  "Control"              the meaning given by Section 840, Income
                              and Corporation Taxes Act 1988.

1.1.4  "Group Company"        any company which is a holding company or
                              subsidiary of the Company or a subsidiary
                              of a holding company of the Company.

1.1.5  "Option"               the right granted to the Employee in
                              respect of the Option Shares by clause 2.

1.1.6  "Option Shares"        6,000 Shares subject to variation

                             Page 1

                              pursuant to clause 6.

1.1.7  "Shares"               ordinary 10p shares of the Company.

1.1.8  "Subscription Price"   10p per Share subject to variation
                              pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3     Except in so far as the context otherwise requires:

        1.3.1  words denoting the singular shall include the plural and vice
               versa; and

        1.3.2  the reference to any enactment shall be construed as a reference
               to that enactment as from time to time amended, extended or re-
               enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1. The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1  if the Employee dies the Option may be exercised by his personal
       representatives within twelve months of the date of death to the
       extent to which it could have been (but had not been) exercised
       under clause 3.4 on such date;

3.1.2  if the Employee ceases to be an employee of a Group Company by
       reason of:

       3.1.2.1   injury or disability (evidenced to the satisfaction of
                 the Board); or

       3.1.2.2   retirement at state or contractual retirement age
                 including late retirement; or

       3.1.2.3   termination of employment (other than proper dismissal
                 upon his failure to comply with the terms of his
                 employment) provided that the Employee has been an
                 employee of a Group Company for not less than two
                 years;

       the Option may be exercised within six months of the date of the
       Employee so ceasing to be such an employee to the extent

                             Page 2

       to which it could have been (but had not been) exercised
       under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1  as to the first 25% of the Option Shares after 20th December,
       2000;

3.4.2  as to a further 25% of the Option Shares after 20th December,
       2001;

3.4.3  as to a further 25% of the Option Shares after 20th December,
       2002;

3.4.4  as to the balance of 25% of the Option Shares after 20th
       December, 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6     The Option shall lapse on the earliest of the following dates:

        3.6.1  the seventh anniversary of the date of this Agreement.

        3.6.2  the date on which the Employee ceases to be an employee of a
               Group Company in circumstances other than those specified in
               clause 3.1.

        3.6.3  the date on which a resolution is passed or an order is made
               for the Company to be wound up.

        3.6.4  the date on which the Employee is adjudicated bankrupt.

        3.6.5  the date on which the Employee does or omits to do anything as a
               result of which act or omission he ceases to be the legal and
               beneficial owner of the Option.

3.7     The Option shall lapse:

        3.7.1  as to 66% of the Option Shares if the Employee becomes entitled
               to exercise the Option in part pursuant to sub-paragraph (i) of
               Clause 5.1.2 unless such options are assumed by an acquirer.

        3.7.2  as to 33% of the Option Shares if the Employee becomes entitled
               to exercise the Option in part pursuant to sub-paragraph (ii) of
               Clause 5.1.2 unless such options are

                                     Page 3

               assumed by an acquirer.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Price payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company if it is a Group Company) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employee's assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount, the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The London Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued pursuant to this Agreement at a time when the Shares are listed on The London Stock Exchange the Company shall make application to the Council of The London Stock Exchange for such Shares to be admitted to the Official List.

5       Takeovers mergers etc

5.1     If any person obtains Control of the Company as a result of making:

        5.1.1  a general offer to acquire the whole of the issued ordinary share
               capital of the Company which is made on a condition such that if
               it is satisfied the person making the offer will have Control of
               the Company; or

        5.1.2  a general offer to acquire all the Shares;

the Option may be exercised on the basis set out below within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied:

(i) as to 34% only of the Option Shares if the Employee has been employed by the Company for less than six months on such date;

(ii) as to 67% only of the Option Shares if the Employee has been employed by the Company for at least six months but less than eighteen months on such date; and

(iii) as to 100% of the Option Shares if the Employee has been employed by the Company for at least eighteen months on such date.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employee's entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason

whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by                       )   /s/  Colin Calder
PARAGON SOFTWARE (HOLDINGS)                 )
LIMITED in the presence of:                 )   /s/  M.F. Caroe


               Director

Director/Secretary

EXECUTED A DEED by the said                 )   /s/  G.M. Renwick
GERARD MARTIN RENWICK                       )
in the presence of:                         )   /s/  D. Renwick

Exhibit 99.52

THIS OPTION AGREEMENT is made on 23rd December 1999

B E T W E E N

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. PETER CHARLES ALEC ROBERTS of 10 Easington Drive, Lower Earley, Reading, Berkshire, RG6 3XN ("the Employee").

WHEREAS

(A) The Employee is an employee of a Group Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of(pound)5,000,000 comprising 44,197,222 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, 1,633,980 "B" preferred shares of 10p each, all of which have been issued, and 2,727,148 "C" preferred shares of 10p each, all of which have been issued. The "A," "B" and "C" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save

where the context otherwise requires) have the following meanings:

1.1.1  "Auditors"           the auditors of the Company from time
                            to time.

1.1.2  "Board"              the board of directors of the Company
                            from time to time.

1.1.3  "Control"            the meaning given by Section 840,
                            Income and Corporation Taxes Act
                            1988.

1.1.4  "Group Company"      any company which is a holding company
                            or subsidiary of the Company or a
                            subsidiary of a holding company of the
                            Company.

1.1.5  "Option"             the right granted to the Employee in
                            respect of the Option Shares by clause
                            2.

1.1.6  "Option Shares"      8,000 Shares subject to variation
                            pursuant to clause 6.

1.1.7  "Shares"             ordinary 10p shares of the Company.

1.1.8 "Subscription Price" 10p per Share subject to variation pursuant to clause 6.

1.2 Headings are for ease of reference only and shall not affect the construction of this Agreement.

1.3     Except in so far as the context otherwise requires:

        1.3.1  words denoting the singular shall include the plural and
               vice versa; and

                                     Page 2

        1.3.2  the reference to any enactment shall be construed as a
               reference to that enactment as from time to time amended,
               extended or re-enacted.

1.4 Words defined in the Companies Act 1985 shall have the same meaning in this Agreement unless the context otherwise requires.

2 Grant of Option

In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.

3 Right to Exercise Option

3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

3.1.1  if the Employee dies the Option may be exercised by his
       personal representatives within twelve months of the date of
       death to the extent to which it could have been (but had not
       been) exercised under clause 3.4 on such date;

3.1.2  if the Employee ceases to be an employee of a Group Company
       by reason of:

       3.1.2.1  injury or disability (evidenced to the satisfaction
                of the Board); or

       3.1.2.2  retirement at state or contractual retirement age
                including late retirement; or

                             Page 3

       3.1.2.3  termination of employment (other than proper
                dismissal upon his failure to comply with the terms
                of his employment) provided that the Employee has
                been an employee of a Group Company for not less
                than two years;

       the Option may be exercised within six months of the date of
       the Employee so ceasing to be such an employee to the extent
       to which it could have been (but had not been) exercised
       under clause 3.4 on such date.

3.2 The right to exercise the Option shall terminate forthwith upon the Employee being adjudicated bankrupt.

3.3 The Option shall be personal to the Employee and may not be transferred, assigned or charged.

3.4 Except where the Option is exercised pursuant to clause 5 the Option may only be exercised as follows:

3.4.1  as to the first 25% of the total Option Shares after 4
       October 2000;

3.4.2  as to a further 25% of the total Option Shares after 4
       October 2001;

3.4.3  as to a further 25% of the total Option Shares after 4
       October 2002;

3.4.4  as to the balance of 25% of the total Option Shares after 4
       October 2003.

3.5 The Option may not be exercised within six months of a previous exercise of the Option but such period shall be reduced to three months if the Employee shall have ceased to be an employee of a

Group Company (or have been given or have given notice of termination of his employment) but remains entitled under the terms of this Agreement to exercise the Option.

3.6     The Option shall lapse on the earliest of the following dates:

        3.6.1  the seventh anniversary of the date of this Agreement.

        3.6.2  the date on which the Employee ceases to be an employee of a
               Group Company in circumstances other than those specified in
               clause 3.1.

        3.6.3  the date on which a resolution is passed or an order is made
               for the Company to be wound up.

        3.6.4  the date on which the Employee is adjudicated bankrupt.

        3.6.5  the date on which the Employee does or omits to do anything
               as a result of which act or omission he ceases to be the
               legal and beneficial owner of the Option.

4 Exercise of Option

4.1 The Option shall be exercisable in whole or in part by notice in writing given by the Employee to the Company. The notice of exercise of the Option shall be accompanied by a cheque in favour of the Company for the aggregate of the Subscription Prices payable. However, notwithstanding any other provision contained in this agreement, the Employee shall not be entitled to exercise the Option until he has satisfied the Board as to his ability (including if it so decides putting the Company (or his employer company in the Group) in sufficient funds (the amount of which shall be determined by the Company)) to meet any obligation of the Company (or such employer company) to account for income

tax or other amounts that are chargeable under the PAYE system (or other withholding tax system in any other relevant jurisdiction) in relation to the exercise of the Option. The Company shall use reasonable endeavours (with the Employees assistance if required) to agree with the Inland Revenue (or other relevant tax authority) the amount of any such income tax or liability in advance of any Shares being issued to the Employee following the exercise of the Option. If any funds made available are less than or greater than the amount needed to meet any obligation of either such company to account for income tax or other amounts so chargeable in relation to the exercise of the Option, a payment shall be made forthwith by the Employee to such company, or vice versa, as appropriate.

4.2 Within 30 days of receipt by the Company of a notice of exercise under clause 4.1 and a cheque for the appropriate amount the Company shall allot the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted. Save for any rights determined by reference to a record date on or before the date of allotment such Shares shall rank pari passu and as one class with the other issued Shares.

4.3 In respect of all Shares issued pursuant to this Agreement at a time when the Shares are dealt in on a recognised or designated investment exchange (other than The Stock Exchange) the Company shall make application for the grant of permission to deal in such Shares on the said exchange and in respect of all Shares issued

pursuant to this Agreement at a time when the Shares are listed on The Stock Exchange the Company shall make application to the Council of The Stock Exchange for such Shares to be admitted to the Official List.

5       Takeovers mergers etc

5.1     If any person obtains Control of the Company as a result of making:

        5.1.1  a general offer to acquire the whole of the issued ordinary
               share capital of the Company which is made on a condition
               such that if it is satisfied the person making the offer
               will have Control of the Company; or

        5.1.2  a general offer to acquire all the Shares;

the Option may be exercised within one month of the date on which the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

5.2 If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire shares in the Company under the Sections 428 to 430F Companies Act 1985 the Option may be exercised at any time when that person remains so bound or entitled.

5.4 For the purposes of clause 5.1 a person shall be deemed to have

obtained Control of the Company if it or he and others acting in concert with him have together obtained Control of the Company.

6 Variation of share capital

6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.

7 Relevance of contract of employment

7.1 The grant of an Option will not form part of the Employees entitlement to remuneration or benefits pursuant to his contract of employment. The rights and obligations of the Employee under the terms of his contract of employment with the Company shall not be affected by the grant of an Option.

7.2 The rights granted to the Employee upon the grant of an Option shall not afford the Employee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the Company for any reason whatsoever.

7.3 The Employee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason

of being or becoming unable to exercise an Option in consequence of the loss or termination of his office or employment with the Company for any reason other than as provided for in clause 3.1.

8 General

8.1 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of the Option taking account of any other obligations of the Company to issue shares of any kind.

8.2 No variation to the terms of this Agreement shall be effective unless agreed in writing by the parties.

8.3 Any notice to be given by the Company to the Employee may be personally delivered or sent by ordinary post to his last known address and where a notice is sent by post to his last known address it shall be deemed to have been received 48 hours after having been put into the post properly addressed and stamped.

8.4 Any notice to be given by the Employee to the Company shall be delivered or sent to the Company at its registered office and shall be effective upon receipt.

EXECUTED AS A DEED by                       )    /s/ Colin Calder
PARAGON SOFTWARE (HOLDINGS)                 )
LIMITED in the presence of:                 )    /s/ M.F. Caroe


               Director

Director/Secretary

EXECUTED A DEED by the said                 )    /s/ P. Roberts
PETER CHARLES ALEC ROBERTS                  )
in the presence of:                         )    /s/ M.F. Caroe

Exhibit 99.53

THIS OPTION AGREEMENT is made on 14th June 1999

B E T W E E N

1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at Vo-Tec Centre Hambridge Lane Newbury RG14 5TN ("the Company"); and

2. PAUL CHRISTOPHER SHORE of 30 Severn Road, Maidenbower, Crawley, West Sussex, RH10 7ZF ("the Employee")

WHEREAS

(A) The Employee is an employee of the Company and the Company is willing to grant an option to the Employee in respect of the Option Shares (as defined below) on the following terms and conditions.

(B) The Company has an authorised share capital of (pound)5,000,000 comprising 46,924,370 ordinary shares of 10p each, of which 10,000,000 have been issued, 1,441,650 "A" preferred shares of 10p each, all of which have been issued, and 1,633,980 "B" preferred shares of 10p each, all of which have been issued. The "A" and "B" preferred shares may be converted into ordinary shares as set out in Article 2 of the Articles of Association of the Company.

NOW IT IS HEREBY AGREED as follows:

1. Interpretation

1.1 In this Agreement the following words and expressions shall (save where the context otherwise requires) have the following meanings: