EXHIBIT 4.3

                           IDS SOFTWARE SYSTEMS, INC.

                         NOTICE OF GRANT OF STOCK OPTION

                  Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of IDS Software Systems, Inc.
(the "Corporation"):

                  Optionee: ____________________________________________________

                  Grant Date: __________________________________________________

                  Vesting Commencement Date: ___________________________________

                  Exercise Price: $_________________________ per share

                  Number of Option Shares: _________________ shares of Common
                  Stock

                  Expiration Date: _____________________________________________

                  Type of Option: ___________ Incentive Stock Option

                                  ___________ Non-Statutory Stock Option

                  Date Exercisable: Immediately Exercisable

                  Vesting Schedule: The Option Shares shall initially be
                  unvested and subject to repurchase by the Corporation at the
                  Exercise Price paid per share. Optionee shall acquire a vested
                  interest in, and the Corporation's repurchase right shall
                  accordingly lapse with respect to, (i) twenty-five percent
                  (25%) of the Option Shares upon Optionee's completion of one
                  (1) year of Service measured from the Vesting Commencement
                  Date and (ii) the balance of the Option Shares in a series of
                  thirty-six (36) successive equal monthly installments upon
                  Optionee's completion of each additional month of Service over
                  the thirty-six (36)-month period measured from the first
                  anniversary of the Vesting Commencement Date. In no event
                  shall any additional Option Shares vest after Optionee's
                  cessation of Service.

                  Optionee understands and agrees that the Option is granted
subject to and in accordance with the terms of the IDS Software Systems, Inc.
2001 Stock Option/Stock Issuance Plan (the "Plan"). Optionee further agrees to
be bound by the terms of the Plan and the terms of the Option as set forth in
the Stock Option Agreement attached hereto as Exhibit A.

                  Optionee understands that any Option Shares purchased under
the Option will be subject to the terms set forth in the Stock Purchase
Agreement attached hereto as Exhibit B. Optionee hereby acknowledges receipt of
a copy of the Plan in the form attached hereto as Exhibit C.



                  REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN
REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND
ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK
PURCHASE AGREEMENT.

                  At Will Employment. Nothing in this Notice or in the attached
Stock Option Agreement or Plan shall confer upon Optionee any right to continue
in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause.

                  Definitions. All capitalized terms in this Notice shall have
the meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

DATED: _______________________, ________

                                     IDS SOFTWARE SYSTEMS, INC.

                                     By:      __________________________________

                                     Title:   __________________________________

                                              __________________________________
                                                       , OPTIONEE

                                     Address: __________________________________

                                              __________________________________

ATTACHMENTS:

EXHIBIT A - STOCK OPTION AGREEMENT
EXHIBIT B - STOCK PURCHASE AGREEMENT
EXHIBIT C - 2001 STOCK OPTION/STOCK ISSUANCE PLAN

                                      -2-


                                    EXHIBIT A

                             STOCK OPTION AGREEMENT



                                    EXHIBIT B

                            STOCK PURCHASE AGREEMENT



                                    EXHIBIT C

                      2001 STOCK OPTION/STOCK ISSUANCE PLAN