<SUBMISSION>
<ACCESSION-NUMBER>0000912057-00-054288
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20001220
<EFFECTIVENESS-DATE>20001220
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>TELETECH HOLDINGS INC
<CIK>0001013880
<ASSIGNED-SIC>7389
<IRS-NUMBER>841291044
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-52352
<FILM-NUMBER>792748
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1700 LINCOLN ST
<STREET2>STE 1400
<CITY>DENVER
<STATE>CO
<ZIP>80203
<PHONE>3038944000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1700 LINCOLN STREET
<STREET2>SUITE 1400
<CITY>DENVER
<STATE>CO
<ZIP>80203
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2033751zs-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

    As filed with the Securities and Exchange Commission on December 20, 2000
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



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

          DELAWARE                                      84-1291044
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
of incorporation or organization)


1700 DENVER STREET, SUITE 1400
          DENVER, COLORADO                                80203
(Address of Principal Executive Offices)                (Zip Code)


                           1998 EQUITY INCENTIVE PLAN
                           1996 EQUITY INCENTIVE PLAN
           OPTIONS GRANTED UNDER NONSTATUTORY STOCK OPTION AGREEMENTS
                            (Full title of the plans)

                             JAMES B. KAUFMAN, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             TELETECH HOLDINGS, INC.
                         1700 LINCOLN STREET, SUITE 1400
                             DENVER, COLORADO 80203
                                 (303) 894-4000
            (Name, address and telephone number of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================
                                                Proposed               Proposed
   Title of securities    Amount to be    maximum offering price   maximum aggregate       Amount of
    to be registered     registered (1)       per share (2)        offering price (2)   registration fee
----------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                      <C>                  <C>
COMMON STOCK,
PAR VALUE $.01            1,222,403 (3)     $0.63 - $21.64           $11,363,317.44            $3,000
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, this
         registration statement covers, in addition to the number of shares of
         common stock shown above, an indeterminate number of shares of common
         stock that may be issued as a result of anti-dilution provisions
         contained in the Plans.
(2)      Estimated pursuant to Rule 457(h) under the Securities Act solely for
         purposes of calculating the amount of the registration fee. The price
         per share and aggregate offering price are based upon the actual
         exercise price for shares subject to outstanding stock options
         previously granted under Newgen Results Corporation's 1996 Equity
         Incentive Plan, 1998 Equity Incentive Plan and nonstatutory stock
         option agreements to which Newgen Results Corporation is a party
         (collectively the "Plans").

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                   Type of Shares                    Number of     Offering Price      Aggregate
                                                       Shares         Per Share     Offering Price
---------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>             <C>
Common Stock issuable pursuant to outstanding            8,920         $0.63           $5,619.60
options under the 1996 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           22,756         $0.94          $21,390.64
options under the 1996 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding          167,024         $1.13         $188,737.12
options under the 1996 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding          148,000         $11.10      $1,642,800
options under the 1996 Equity Incentive Plan
---------------------------------------------------------------------------------------------------

<PAGE>

---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding          174,545         $5.63         $982,688.35
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           10,840         $6.56          $71,110.40
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           96,000         $11.10      $1,065,600
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           10,000         $11.25        $112,500
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding          163,088         $11.56      $1,885,297.28
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           10,000         $12.19        $121,900
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding          182,658         $12.98      $2,370,900.84
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           29,000         $13.20        $382,800
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding               80         $13.60         $1,088
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           14,744         $14.14        $208,480.16
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding            7,200         $14.69        $105,768
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           40,000         $15.00        $600,000
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding              400         $15.16          $6,064
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding              800         $15.31         $12,248
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           12,000         $15.63        $187,560
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding              400         $15.94          $6,376
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding            2,000         $17.19         $34,380
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding              400         $17.35          $6,940
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           11,911         $18.44        $219,638.84
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           13,809         $18.60        $256,847.40
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding              600         $19.06         $11,436
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding              160         $19.38          $3,100.80
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding            1,600         $19.85         $31,760
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding              400         $20.00          $8,000
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           11,359         $20.48        $232,632.32
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           16,909         $21.41        $362,021.69
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding              800         $21.64         $17,312
options under the 1998 Equity Incentive Plan
---------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding           64,000          $3.13        $200,320
options issued under nonstatutory stock option
agreements
---------------------------------------------------------------------------------------------------
</TABLE>

(3)      Represents shares of common stock issuable upon exercise of stock
         options outstanding as of the date hereof under the Plans, as assumed
         by the registrant.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         ITEM 1.           PLAN INFORMATION.*

         ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
                           INFORMATION.*

         * The documents containing the information specified in Part I will be
         sent or given to employees participating in Newgen Results
         Corporations' 1998 Equity Incentive Plan, 1996 Equity Incentive Plan
         and nonstatutory stock option agreements to which Newgen Results
         Corporation is a party as specified by Rule 428(b)(1) under the
         Securities Act of 1933, as amended (the "Securities Act"). According to
         the Note to Part I of Form S-8, such documents will not be filed with
         the Securities and Exchange Commission (the "SEC") either as part of
         this registration statement or as prospectuses or prospectus
         supplements pursuant to Rule 424 under the Securities Act. These
         documents and the documents incorporated by reference pursuant to Item
         3 of Part II of this registration statement, taken together, constitute
         the prospectus as required by Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by TeleTech Holdings,
Inc. (the "Registrant") with the SEC are hereby incorporated herein by
reference:

         (a)      the Registrant's Annual Report on Form 10-K for its fiscal
year ended December 31, 1999;

         (b)      the Registrant's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2000, June, 30, 2000 and September 30, 2000;

         (c)      the Registrant's Current Reports on Form 8-K which were filed
with the SEC on August 25, 2000, September 6, 2000 and October 30, 2000; and

         (d)      the description of the Registrant's common stock contained in
its registration statement on Form 8-A which was filed on July 19, 1996 pursuant
to Section 12 of the Securities Exchange Act of 1934, a amended (the "Exchange
Act").

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

         In addition, any statement contained in a document incorporated or
deemed to be incorporated by reference into this registration statement will be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained in this registration statement or any
other subsequently filed document which also is or is deemed to be incorporated
into this registration statement modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.


                                      -2-
<PAGE>

         ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable. (The common stock is registered under Section 12 of the
Exchange Act.)

         ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

         ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Delaware General Corporation Law, a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.

         Although Delaware General Corporation Law permits a corporation to
indemnify any person referred to above against expenses (including attorney
fees) that are actually and reasonably incurred by such person ("Expenses"), in
connection with the defense or settlement of an action by or in the right of the
corporation, provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the corporation's best
interests, if such person has been judged liable to the corporation,
indemnification is for such expenses only permitted to the extent that the Court
of Chancery, or the court in which the action or suit was brought, determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the Court of Chancery, or such other court, deems
proper.

         The determination, with respect to a person who is a director of
officer at the time of such determination, as to whether a person seeking
indemnification has met the required standard of conduct is to be made (i) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (iii) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (iv) by the stockholders.

         Delaware General Corporation Law also provides that to the extent that
a present or former director or officer of a corporation has been successful on
the merits or otherwise defense of any action, suit or proceeding covered by the
statute, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
In addition, Delaware General Corporation Law provides for the general
authorization of advancement of a director's or officer's litigation expenses,
subject to an undertaking by such person to repay any such advancements if such
person is ultimately found not to have been entitled to reimbursement for such
expenses and that indemnification and advancement of expenses provided by the
statute shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
TeleTech's Restated Certificate of Incorporation provides that TeleTech shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by Delaware General Corporation Law. TeleTech also is authorized to
secure


                                      -3-
<PAGE>

insurance on behalf of any person it is required or permitted to indemnify.
Pursuant to this provision, TeleTech maintains liability insurance for the
benefit of its directors and officers.

         ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.           EXHIBITS.

               EXHIBIT NO.              DESCRIPTION OF EXHIBIT

                  5.1*          Opinion of Hogan & Hartson L.L.P. with respect
                                to the legality of the common stock registered
                                hereby.

                  23.1*         Consent of Arthur Andersen LLP, Independent
                                Public Accountants, with respect to the
                                Registrant.

                  23.2*         Consent of Hogan & Hartson L.L.P. (contained
                                in its opinion filed as Exhibit 5.1).

                  24.1*         Power of Attorney (included on the signature
                                page to this registration statement).

                  99.1**        1996 Equity Incentive Plan (the "1996 Plan").

                  99.2**        Form of Stock Option Agreement pursuant to the
                                1996 Plan.

                  99.3**        1998 Equity Incentive Plan (the "1998 Plan").

                  99.4**        Form of Stock Option Agreement pursuant to the
                                1998 Plan.

                  99.5*         Form of Nonstatutory Stock Option Agreement with
                                Fred Wallace

                  99.6*         Form of Nonstatutory Stock Option Agreement with
                                Mario Sanchez
                  ----------------------

                  *        Filed herewith.

                  **       Filed as an exhibit to Newgen Results Corporation's
                  Registration Statement on Form S-1 (No. 333-62703) originally
                  filed on September 2, 1998, as amended through the date
                  hereof, and incorporated herein by reference.

         ITEM 9.           UNDERTAKINGS.

         (a)      The Registrant hereby undertakes:

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

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


                                      -4-
<PAGE>

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in this Registration Statement.

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

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

         (b)      The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

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


                                      -5-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado on December 20, 2000.

                                             TELETECH HOLDINGS, INC.

                                             By:    /s/ Scott D. Thompson
                                                 -------------------------------
                                                 Scott D. Thompson
                                                 Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Scott D. Thompson and Margot O'Dell, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to sign, execute and file with the Securities
and Exchange Commission (or any other governmental or regulatory authority), for
us and in our names in the capacities indicated below, this registration
statement on Form S-8 (including all amendments thereto) with all exhibits and
any and all documents required to be filed with respect thereto, granting unto
said attorneys-in-fact and agents and each of them, full power and authority to
do and to perform each and every act and thing necessary or desirable to be done
in and about the premises in order to effectuate the same as fully to all
intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement on Form S-8 has been signed on December 20, 2000 by the
following persons in the capacities indicated:


SIGNATURE                                   TITLE
---------                                   -----

/s/ Scott D. Thompson               Chief Executive Officer
----------------------------        (Principal Executive Officer)
Scott D. Thompson


/s/ Margot O'Dell                   Chief Financial Officer
----------------------------        (Principal Financial and Accounting Officer)
Margot O'Dell


/s/ Kenneth D. Tuchman              Chairman of the Board
----------------------------
Kenneth D. Tuchman


/s/ James E. Barlett                Director
----------------------------
James E. Barlett


/s/ Rod Dammeyer                    Director
----------------------------
Rod Dammeyer


                                      -6-
<PAGE>

/s/ Dr. George H. Heilmeier         Director
----------------------------
Dr. George H. Heilmeier


/s/ Morton H. Meyerson              Director
----------------------------
Morton H. Meyerson


/s/ Alan Silverman                  Director
----------------------------
Alan Silverman


/s/ Scott D. Thompson               Director
----------------------------
Scott D. Thompson


                                      -7-
<PAGE>

                                  EXHIBIT INDEX

              EXHIBIT NO.                DESCRIPTION OF EXHIBIT
              -----------                ----------------------

              5.1*                Opinion of Hogan & Hartson L.L.P. with respect
                                  to the legality of the common stock registered
                                  hereby.

              23.1*               Consent of Arthur Andersen LLP, Independent
                                  Public Accountants, with respect to the
                                  Registrant.

              23.2*               Consent of Hogan & Hartson L.L.P. (contained
                                  in its opinion filed as Exhibit 5.1).

              24.1*               Power of Attorney (included on the signature
                                  page to this registration statement).

              99.1**              1996 Equity Incentive Plan (the "1996 Plan").

              99.2**              Form of Stock Option Agreement pursuant to the
                                  1996 Plan.

              99.3**              1998 Equity Incentive Plan (the "1998 Plan").

              99.4**              Form of Stock Option Agreement pursuant to the
                                  1998 Plan.

              99.5*               Form of Nonstatutory Stock Option Agreement
                                  with Fred Wallace

              99.6*               Form of Nonstatutory Stock Option Agreement
                                  with Mario Sanchez

              ----------------------

              *        Filed herewith.

              **       Filed as an exhibit to Newgen Results Corporation's
              Registration Statement on Form S-1 (No. 333-62703) originally
              filed on September 2, 1998, as amended through the date hereof,
              and incorporated herein by reference.


                                      10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>a2033751zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>

                                December 20, 2000



Board of Directors
TeleTech Holdings, Inc.
1700 Lincoln Street, Suite 1400
Denver, CO  80203

Ladies and Gentlemen:

         This firm has acted as special counsel to TeleTech Holdings, Inc., a
Delaware corporation (the "Company"), in connection with its registration,
pursuant to a registration statement on Form S-8 (the "Registration Statement"),
of 1,222,403 shares (the "Shares") of common stock, par value $.01 per share, of
the Company, issuable under the terms of the Plans (as defined below). Of such
Shares, (i) 346,700 shares are issuable upon exercise of options outstanding
under Newgen Results Corporation's ("Newgen") 1996 Equity Incentive Plan (the
"1996 Plan") on the date hereof; (ii) 811,703 shares are issuable upon
exercise of options outstanding under Newgen's 1998 Equity Incentive Plan (the
"1998 Plan") on the date hereof; and (iii) 64,000 shares are issuable upon
exercise of options outstanding under nonstatutory stock option agreements to
which Newgen is a party (the "Option Agreements," and together with the 1996
Plan and the 1998 Plan, the "Plans") on the date hereof. This letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection
with such registration.

         For purposes of this opinion letter, we have examined copies of the
following documents:

         1.       An executed copy of the Registration Statement.

         2.       A copy of the 1996 Plan, as certified by the Secretary of the
                  Company on the date hereof as being complete, accurate and in
                  effect.

         3.       A copy of the 1998 Plan, as certified by the Secretary of the
                  Company on the date hereof as being complete, accurate and in
                  effect.

         4.       Copies of the Option Agreements, as certified by the Secretary
                  of the Company on the date hereof as being complete, accurate
                  and in effect.

         5.       The Agreement and Plan of Merger (the "Merger Agreement"),
                  dated August 21, 2000, by and among the Company, Newgen and NG
                  Acquisition Corp.

<PAGE>

         6.       The Restated Certificate of Incorporation of the Company, as
                  certified by the Secretary of State of the State of Delaware
                  on November 16, 2000 and as certified by the Secretary of the
                  Company on the date hereof as being complete, accurate and in
                  effect.

         7.       The Amended and Restated Bylaws of the Company, as certified
                  by the Secretary of the Company on the date hereof as being
                  complete, accurate and in effect.

         8.       A certificate of good standing of the Company issued by the
                  Secretary of State of the State of Delaware dated December 20,
                  2000.

         9.       Resolutions of the Board of Directors of the Company adopted
                  at a meeting held on August 16, 2000, as certified by the
                  Secretary of the Company on the date hereof as being complete,
                  accurate and in effect.

         10.      A certificate of an officer of the Company, dated December 20,
                  2000, as to certain facts relating to the Company.

         In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.

         This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.

         Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) effectiveness of the Registration Statement, (ii)
issuance of the Shares on the terms contemplated in the Merger Agreement and
pursuant to the Plans and (iii) receipt by the Company of the consideration for
the Shares specified in the resolutions of the Board of Directors authorizing
the issuance thereof (the form of which is in accordance with applicable law),
the Shares will be validly issued, fully paid, and nonassessable.

         This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.

<PAGE>

         We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.



                                                  Very truly yours,

                                                  /s/ HOGAN & HARTSON L.L.P.
                                                  ------------------------------
                                                  HOGAN & HARTSON L.L.P.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>a2033751zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>


                                                                    EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 14, 2000
(except with respect to the matters discussed in Note 16, as to which the date
is August 31, 2000), included in TeleTech Holdings, Inc.'s current report on
Form 8-K filed on October 30, 2000 and to the incorporation by reference of our
report dated February 14, 2000 (except for the matters discussed in Note 16, as
to which the date is August 31, 2000), included in TeleTech Holdings, Inc.'s
Form 10-K for the year ended December 31, 1999 and to all references to our Firm
included in this registration statement on Form S-8.



                                              /s/ Arthur Andersen LLP

Denver, Colorado
December 20, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>4
<FILENAME>a2033751zex-99_5.txt
<DESCRIPTION>EXHIBIT 99.5
<TEXT>

<PAGE>

                           NEWGEN RESULTS CORPORATION
                            NONSTATUTORY STOCK OPTION


FRED WALLACE, Optionee:

         Newgen Results Corporation (a California corporation hereinafter
referred to as the "Company"), has granted to you, the optionee named above, an
option to purchase shares of the common stock of the Company ("Common Stock").
This option is NOT intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

         The grant hereunder is intended to comply with the provisions of (i)
Rule 701 promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act") and (ii) Section
25102(f) of the California Corporations Code.

         The details of your option are as follows:

         1.       TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total
number of shares of Common Stock subject to this option is forty thousand
(40,000) shares.

         2.       VESTING. Subject to the limitations contained herein,
twenty-five percent (25%) of the shares will vest (i.e., become exercisable) on
July 31, 1999 and an additional twenty-five percent (25%) will vest on each
anniversary thereafter until this option is fully vested, unless prior to a
vesting date you cease to provide services to the Company for any reason. All
vesting shall cease upon termination of your services with the Company for any
reason.

         3.       EXERCISE PRICE AND METHOD OF PAYMENT.

                  (a)      EXERCISE PRICE. The exercise price of this option is
two dollars and fifty cents ($2.50) per share, this being the price established
by the Company's Board of Directors (the "Board").

                  (b)      METHOD OF PAYMENT. Payment of the exercise price per
share is due in full upon exercise of all or any part of each installment which
has accrued to you. You may elect to make payment of the exercise price either
in cash or by check.

         4.       WHOLE SHARES. This option may not be exercised for any number
of shares which would require the issuance of anything other than whole shares.

         5.       SECURITIES LAW COMPLIANCE. Notwithstanding anything to the
contrary contained herein, this option may not be exercised unless the shares
issuable upon exercise of this option are then registered under the Securities
Act or, if such shares are not then so registered, the Company has determined
that such exercise and issuance would be exempt from the registration
requirements of the Securities Act.

<PAGE>

         6.       TERM.

                  (a)      The term of this option commences on July 1, 1998,
the date of grant, and expires on June 30, 2008 (the "Expiration Date"), unless
this option expires sooner as set forth below. In no event may this option be
exercised after the Expiration Date. This option shall terminate prior to the
Expiration Date as follows: ninety (90) days after the date of termination of
your service with the Company unless one of the following circumstances exists:

                           (i)      If during any part of such ninety-day period
you may not exercise this option solely because of the condition set forth in
paragraph 5 above, then this option will not expire until the earlier of the
Expiration Date set forth above or until this option shall have been exercisable
for an aggregate period of ninety (90) days after your termination of service.

                           (ii)     If your exercise of this option within
ninety (90) days after termination of your service with the Company would result
in liability under section 16(b) of the Securities Exchange Act of 1934, then
this option will expire on the earlier of (A) the Expiration Date set forth
above, (B) the tenth (10th) day after the last date upon which exercise would
result in such liability or (C) six (6) months and ten (10) days after the
termination of your service with the Company.

                  (b)      This option may be exercised following termination of
service with the Company only as to that number of shares as to which it was
exercisable on the date of termination of service with the Company under the
provisions of paragraph 2 of this option.

         7.       EXERCISE.

                  (a)      This option may be exercised, to the extent vested
pursuant to Section 2, by delivering a notice of exercise, in a form determined
by the Company, together with the exercise price to the Secretary of the
Company, or to such other person as the Company may designate, during regular
business hours, together with such additional documents as the Company may then
reasonably require.

                  (b)      The Company (or a representative of the underwriters)
may, in connection with the first underwritten registration of the offering of
any securities of the Company under the Act, require that you not sell, dispose
of, transfer, make any short sale of, grant any option for the purchase of, or
enter into any hedging or similar transaction with the same economic effect as a
sale, any shares of Common Stock or other securities of the Company held by you,
for a period of time specified by the underwriter(s) (not to exceed one hundred
eighty (180) days) following the effective date of a registration statement of
the Company filed under the Act. You further agree to execute and deliver such
other agreements as may be reasonably requested by the Company and/or the
underwriter(s) which are consistent with the foregoing or which are necessary to
give further effect thereto. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to your Common Stock
until the end of such period.

         8.       ADJUSTMENTS UPON CHANGES IN STOCK.

                  (a)      If any change is made in the stock subject to this
option (through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than


                                       2
<PAGE>

cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), this option will be appropriately
adjusted in class, maximum number of shares subject to, and the exercise price
per share thereof. Such adjustments shall be made by the Board and shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

                  (b)      In the event of: (i) a dissolution, liquidation or
sale of all or substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving corporation, and in
which the shareholders of the Company prior to such transaction do not possess
beneficial ownership, directly or indirectly, of at least a majority of the
voting shares of the surviving corporation immediately following such
transaction; or (iii) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, and in which the
shareholders of the Company prior to such transaction do not possess beneficial
ownership, directly or indirectly, of at least a majority of the voting shares
of the surviving corporation immediately following such transaction; then to the
extent permitted by applicable law, and if more than one alternate outcome is
possible, as determined by the Board: (A) any surviving corporation or successor
to the Company's business may assume this option or substitute a similar option
(including an option to acquire the same consideration paid to the shareholders
in the transaction described in subsection 8(b)(iii) hereof), or (B) if the
Company is the surviving corporation, this option may continue in full force and
effect, or (C) if the Company does not survive the transaction and no surviving
corporation assumes this option or substitutes a similar option, then this
option shall terminate automatically upon the closing of such transaction.

         9.       REPRESENTATIONS. By executing this option agreement, you
hereby warrant and represent that you are acquiring this option for your own
account and that you have no intention of distributing, transferring or selling
all or any part of this option except in accordance with the terms of this
option agreement and Section 25102(f) of the California Corporations Code. You
also hereby warrant and represent that you have either (i) preexisting personal
or business relationships with the Company or any of its officers, directors or
controlling persons, or (ii) the capacity to protect your own interests in
connection with the grant of this option by virtue of the business or financial
expertise of any of your professional advisors who are unaffiliated with and who
are not compensated by the Company or any of its affiliates, directly or
indirectly.

         10.      TRANSFERABILITY. This option is not transferable, except by
will or by the laws of descent and distribution, and is exercisable during your
life only by you. Notwithstanding the foregoing, by delivering written notice to
the Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to exercise
this option. Shares received upon exercise of this option shall be transferable
only in accordance with this option agreement, the Company's Bylaws and
applicable laws. The Company shall not be required to transfer on its books any
portion of the shares purchased by exercise of this option which shall have been
sold or transferred in violation of any of the provisions of this option, the
Company's Bylaws or applicable laws, or to treat as the owner of


                                       3
<PAGE>

such shares or to accord the right to vote as such owner or to pay distributions
to any transferee to whom such shares shall have been so transferred.

         11.      ACCELERATION OF VESTING.

                  (a)      Notwithstanding anything herein to the contrary, in
the event your service with the Company is involuntarily terminated at any time
without Cause (as defined below) either at the time of or within six (6) months
following the occurrence of an event specified in any of the following events:
(i) a dissolution, liquidation, or sale of all or substantially all of the
assets of the Company; (ii) a merger or consolidation in which the Company is
not the surviving corporation; or (iii) a reverse merger in which the Company is
the surviving corporation but the shares of the Company's common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or otherwise
(a "Change in Control"), then the vesting of your option and the time during
which your option may be exercised immediately shall be accelerated as to all
shares subject to this option which have not previously been exercised. "Cause"
means misconduct, including but not limited to: (i) conviction of any felony or
any crime involving moral turpitude or dishonesty, (ii) participation in a fraud
or act of dishonesty against the Company, (iii) conduct by you which, based upon
a good faith and reasonable factual investigation and determination by the Board
of Directors of the Company, demonstrates gross unfitness to serve, or (iv) the
material violation of any contract between you and the Company or any statutory
duty to the Company that is not corrected within thirty (30) days after written
notice to you thereof. Your physical or mental disability shall not constitute
"Cause."

                  (b)      Notwithstanding anything herein to the contrary, in
the event you voluntarily terminate your service with the Company for Good
Reason (as defined below) either at the time of or within six (6) months
following the occurrence of a Change in Control, then the vesting of your option
and the time during which your option may be exercised immediately shall be
accelerated as to all shares subject to this option which have not previously
been exercised. "Good Reason" means (i) reduction of your rate of compensation
as in effect immediately prior to the occurrence of a Change in Control, (ii)
failure to provide a package of welfare benefit plans which, taken as a whole,
provides substantially similar benefits to those in which you are entitled to
participate immediately prior to the occurrence of the Change in Control (except
that employee contributions may be raised to the extent of any cost increases
imposed by third parties) or any action by the Company which would adversely
affect your participation or reduce your benefits under any of such plans, (iii)
change in your responsibilities, authority, title or office resulting in
diminution of position, excluding for this purpose an isolated, insubstantial
and inadvertent action not taken in bad faith which is remedied by the Company
promptly after notice thereof is given by you, (iv) request that you relocate to
a worksite that is more than fifty (50) miles from your prior worksite, unless
you accept such relocation opportunity, (v) failure or refusal of a successor to
the Company to assume the Company's obligations under your option, or (vi)
material breach by the Company or any successor to the Company of any of the
material provisions of your option.

                  (c)      In the event that any such accelerated option vesting
received or to be received by you pursuant to the above (the "Benefit") would
constitute a "parachute payment"


                                       4
<PAGE>

within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), then the six-month period specified above shall be
extended to thirteen (13) months.

                  (d)      In the event that any such Benefit would constitute a
"parachute payment" within the meaning of Section 280G of the Code and but for
this provision be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then such Benefit shall be reduced to the extent necessary
so that no portion of the Benefit would be subject to the Excise Tax, as
determined in good faith by the Company; provided, however, that if, in the
absence of any such reduction (or after such reduction), you believe that the
Benefit or any portion thereof (as reduced, if applicable) would be subject to
the Excise Tax, the Benefit shall be reduced (or further reduced) to the extent
determined by you in your discretion so that the Excise Tax would not apply. If,
notwithstanding any such reduction (or in the absence of such reduction), the
Internal Revenue Service ("IRS") determines that you are liable for the Excise
Tax as a result of the Benefit, then you shall be obligated to return to the
Company, within thirty (30) days of such determination by the IRS, a portion of
the Benefit sufficient such that none of the Benefit retained by you constitutes
a "parachute payment" within the meaning of Code Section 280G that is subject to
the Excise Tax.

         12.      OPTION NOT A SERVICE CONTRACT. This option is not a service
contract (whether as an employee, director or consultant) and nothing in this
option shall be deemed to create in any way whatsoever any obligation on your
part to continue in the service of the Company, or of the Company to continue
your service with the Company. In addition, nothing in this option shall
obligate the Board, or the Company's shareholders, officers or other employees
to continue any relationship which you might have as a consultant to the
Company.

         13.      RESTRICTIVE LEGENDS. Shares issued pursuant to this option
shall be endorsed with appropriate legends determined by the Company.

         14.      NOTICES. Any notices provided for in this option shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.

         15.      GOVERNING AUTHORITY. This option is subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted by the Company. This authority shall be exercised by
the Board, or by a committee of one or more members of the Board in the event
that the Board delegates its authority to a committee. The Board, in the
exercise of this authority, may correct any defect, omission or inconsistency in
this option in a manner and to the extent the Board shall deem necessary or
desirable to make this option fully effective. References to the Board also
include any committee appointed by the Board to administer and interpret this
option. Any interpretations, amendments, rules and


                                       5
<PAGE>

regulations promulgated by the Board shall be final and binding upon the Company
and its successors in interest as well as you and your heirs, assigns, and other
successors in interest.

Dated the 1st day of July, 1998.

                                      Very truly yours,

                                      NEWGEN RESULTS CORPORATION


                                      By:
                                          --------------------------------------
                                      Duly authorized on behalf of the Board of
                                      Directors
ATTACHMENT:  Notice of Exercise


                                       6
<PAGE>

The undersigned:

         (a)      Acknowledges receipt of the foregoing option and the
attachments referred to therein and understands that all rights and liabilities
with respect to this option are set forth in the option; and

         (b)      Acknowledges that as of the date of grant of this option, it
sets forth the entire understanding between the undersigned optionee and the
Company and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject.


                                      ------------------------------------------
                                      FRED WALLACE

                                      Address:
                                              ----------------------------------
                                      ------------------------------------------
                                      ------------------------------------------


                                       7
<PAGE>

                               NOTICE OF EXERCISE



Newgen Results Corporation
12680 High Bluff Drive, Ste. 300
San Diego, CA 92130


                                                 Date of Exercise:
                                                                    ------------



Ladies and Gentlemen:

         This constitutes notice under my nonstatutory stock option that I elect
to purchase the number of shares for the price set forth below.


         Stock option dated:
                                     ----------------------

         Number of shares as
         to which option is
         exercised:
                                     ----------------------

         Certificate to be
         issued in name of:
                                     ----------------------

         Total exercise price:       $
                                      ---------------------

         Cash payment (or check)
         delivered herewith:         $
                                      ---------------------

         By this exercise, I agree to provide such additional documents as you
may reasonably require. I understand that my right to receive the shares
otherwise issuable to me upon the exercise of the option is contingent upon my
satisfaction of these requirements.

         I hereby make the following statements with respect to the shares of
Common Stock (the "Shares"), which are being acquired by me for my own account
upon this exercise of the option as set forth above:

                  I warrant and represent that I am acquiring the Shares for my
own account and that I have no intention of distributing, transferring or
selling all or any part of the Shares except in accordance with the terms of the
option agreement and Section 25102(f) of the California Corporations Code. I
also hereby warrant and represent that I have either (i) preexisting personal or
business relationships with the Company or any of its officers, directors or
controlling persons, or (ii) the capacity to protect my own interests in
connection with the sale of the Shares by virtue of the


                                       1
<PAGE>

business or financial expertise of my professional advisors who are unaffiliated
with and who are not compensated by the Company or any of its affiliates,
directly or indirectly.

                  I acknowledge that the Shares have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and are deemed to
constitute "restricted securities" under Rule 701 and Rule 144 promulgated under
the Securities Act. I am aware that among the conditions imposed on the transfer
of the Shares is the availability of current information to the public about the
Company and that the Company has not made such information available and has no
present plans to do so. I warrant and represent to the Company that I have no
present intention of distributing or selling said Shares, except as permitted
under the Securities Act and any applicable state securities laws.

                  I acknowledge and agree that the Shares being acquired by me
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. I
acknowledge and agree that the Company has no obligation to register the Shares
or to comply with any exemption from such registration.

                  I acknowledge and agree that under Rule 701 I will not be able
to resell the Shares for at least ninety (90) days after the stock of the
Company becomes publicly traded (I.E., subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended) and that
more restrictive conditions apply to affiliates of the Company under Rule 144.

                  I acknowledge and agree that all certificates representing any
of the Shares subject to the provisions of the option shall have endorsed
thereon appropriate legends reflecting the foregoing limitations, as well as any
legends reflecting restrictions pursuant to the Company's Articles of
Incorporation, Bylaws and/or applicable securities laws.

                  I further agree that, if required by the Company (or a
representative of the underwriters) in connection with the first underwritten
registration of the offering of any securities of the Company under the Act, I
will not to sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale, any Shares or other securities of the Company
held by me, for a period of time specified by the underwriter(s) (not to exceed
one hundred eighty (180) days) following the effective date of a registration
statement of the Company filed under the Act. I further agree to execute and
deliver such other agreements as may be reasonably requested by the Company
and/or the underwriter(s) which are consistent with the foregoing or which are
necessary to give further effect thereto. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to my
Shares until the end of such period.

                                      Very truly yours,



                                      ------------------------------------------
                                      FRED WALLACE


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>5
<FILENAME>a2033751zex-99_6.txt
<DESCRIPTION>EXHIBIT 99.6
<TEXT>

<PAGE>

                           NEWGEN RESULTS CORPORATION
                            NONSTATUTORY STOCK OPTION


MARIO SANCHEZ, Optionee:

         Newgen Results Corporation (a California corporation hereinafter
referred to as the "Company"), has granted to you, the optionee named above, an
option to purchase shares of the common stock of the Company ("Common Stock").
This option is NOT intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

         The grant hereunder is intended to comply with the provisions of (i)
Rule 701 promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act") and (ii) Section
25102(f) of the California Corporations Code.

         The details of your option are as follows:

         1.       TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total
number of shares of Common Stock subject to this option is forty thousand
(40,000) shares.

         2.       VESTING. Subject to the limitations contained herein,
twenty-five percent (25%) of the shares will vest (i.e., become exercisable) on
July 31, 1999 and an additional twenty-five percent (25%) will vest on each
anniversary thereafter until this option is fully vested, unless prior to a
vesting date you cease to provide services to the Company for any reason. All
vesting shall cease upon termination of your services with the Company for any
reason.

         3.       EXERCISE PRICE AND METHOD OF PAYMENT.

                  (a)      EXERCISE PRICE. The exercise price of this option is
two dollars and fifty cents ($2.50) per share, this being the price established
by the Company's Board of Directors (the "Board").

                  (b)      METHOD OF PAYMENT. Payment of the exercise price per
share is due in full upon exercise of all or any part of each installment which
has accrued to you. You may elect to make payment of the exercise price either
in cash or by check.

         4.       WHOLE SHARES. This option may not be exercised for any number
of shares which would require the issuance of anything other than whole shares.

         5.       SECURITIES LAW COMPLIANCE. Notwithstanding anything to the
contrary contained herein, this option may not be exercised unless the shares
issuable upon exercise of this option are then registered under the Securities
Act or, if such shares are not then so registered, the Company has determined
that such exercise and issuance would be exempt from the registration
requirements of the Securities Act.

<PAGE>

         6.       TERM.

                  (a)      The term of this option commences on July 1, 1998,
the date of grant, and expires on June 30, 2008 (the "Expiration Date"), unless
this option expires sooner as set forth below. In no event may this option be
exercised after the Expiration Date. This option shall terminate prior to the
Expiration Date as follows: ninety (90) days after the date of termination of
your service with the Company unless one of the following circumstances exists:

                           (i)      If during any part of such ninety-day period
you may not exercise this option solely because of the condition set forth in
paragraph 5 above, then this option will not expire until the earlier of the
Expiration Date set forth above or until this option shall have been exercisable
for an aggregate period of ninety (90) days after your termination of service.

                           (ii)     If your exercise of this option within
ninety (90) days after termination of your service with the Company would result
in liability under section 16(b) of the Securities Exchange Act of 1934, then
this option will expire on the earlier of (A) the Expiration Date set forth
above, (B) the tenth (10th) day after the last date upon which exercise would
result in such liability or (C) six (6) months and ten (10) days after the
termination of your service with the Company.

                  (b)      This option may be exercised following termination of
service with the Company only as to that number of shares as to which it was
exercisable on the date of termination of service with the Company under the
provisions of paragraph 2 of this option.

         7.       EXERCISE.

                  (a)      This option may be exercised, to the extent vested
pursuant to Section 2, by delivering a notice of exercise, in a form determined
by the Company, together with the exercise price to the Secretary of the
Company, or to such other person as the Company may designate, during regular
business hours, together with such additional documents as the Company may then
reasonably require.

                  (b)      The Company (or a representative of the underwriters)
may, in connection with the first underwritten registration of the offering of
any securities of the Company under the Act, require that you not sell, dispose
of, transfer, make any short sale of, grant any option for the purchase of, or
enter into any hedging or similar transaction with the same economic effect as a
sale, any shares of Common Stock or other securities of the Company held by you,
for a period of time specified by the underwriter(s) (not to exceed one hundred
eighty (180) days) following the effective date of a registration statement of
the Company filed under the Act. You further agree to execute and deliver such
other agreements as may be reasonably requested by the Company and/or the
underwriter(s) which are consistent with the foregoing or which are necessary to
give further effect thereto. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to your Common Stock
until the end of such period.

         8.       ADJUSTMENTS UPON CHANGES IN STOCK.

                  (a)      If any change is made in the stock subject to this
option (through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than


                                       2
<PAGE>

cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), this option will be appropriately
adjusted in class, maximum number of shares subject to, and the exercise price
per share thereof. Such adjustments shall be made by the Board and shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

                  (b)      In the event of: (i) a dissolution, liquidation or
sale of all or substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving corporation, and in
which the shareholders of the Company prior to such transaction do not possess
beneficial ownership, directly or indirectly, of at least a majority of the
voting shares of the surviving corporation immediately following such
transaction; or (iii) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, and in which the
shareholders of the Company prior to such transaction do not possess beneficial
ownership, directly or indirectly, of at least a majority of the voting shares
of the surviving corporation immediately following such transaction; then to the
extent permitted by applicable law, and if more than one alternate outcome is
possible, as determined by the Board: (A) any surviving corporation or successor
to the Company's business may assume this option or substitute a similar option
(including an option to acquire the same consideration paid to the shareholders
in the transaction described in subsection 8(b)(iii) hereof), or (B) if the
Company is the surviving corporation, this option may continue in full force and
effect, or (C) if the Company does not survive the transaction and no surviving
corporation assumes this option or substitutes a similar option, then this
option shall terminate automatically upon the closing of such transaction.

         9.       REPRESENTATIONS. By executing this option agreement, you
hereby warrant and represent that you are acquiring this option for your own
account and that you have no intention of distributing, transferring or selling
all or any part of this option except in accordance with the terms of this
option agreement and Section 25102(f) of the California Corporations Code. You
also hereby warrant and represent that you have either (i) preexisting personal
or business relationships with the Company or any of its officers, directors or
controlling persons, or (ii) the capacity to protect your own interests in
connection with the grant of this option by virtue of the business or financial
expertise of any of your professional advisors who are unaffiliated with and who
are not compensated by the Company or any of its affiliates, directly or
indirectly.

         10.      TRANSFERABILITY. This option is not transferable, except by
will or by the laws of descent and distribution, and is exercisable during your
life only by you. Notwithstanding the foregoing, by delivering written notice to
the Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to exercise
this option. Shares received upon exercise of this option shall be transferable
only in accordance with this option agreement, the Company's Bylaws and
applicable laws. The Company shall not be required to transfer on its books any
portion of the shares purchased by exercise of this option which shall have been
sold or transferred in violation of any of the provisions of this option, the
Company's Bylaws or applicable laws, or to treat as the owner of


                                       3
<PAGE>

such shares or to accord the right to vote as such owner or to pay distributions
to any transferee to whom such shares shall have been so transferred.

         11.      ACCELERATION OF VESTING.

                  (a)      Notwithstanding anything herein to the contrary, in
the event your service with the Company is involuntarily terminated at any time
without Cause (as defined below) either at the time of or within twelve (12)
months following the occurrence of an event specified in any of the following
events: (i) a dissolution, liquidation, or sale of all or substantially all of
the assets of the Company; (ii) a merger or consolidation in which the Company
is not the surviving corporation; or (iii) a reverse merger in which the Company
is the surviving corporation but the shares of the Company's common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or otherwise
(a "Change in Control"), then the vesting of your option and the time during
which your option may be exercised immediately shall be accelerated as to all
shares subject to this option which have not previously been exercised, so that
all such options will vest immediately upon a change of control, and may be
exercised immediately. "Cause" means misconduct, including but not limited to:
(i) conviction of any felony or any crime involving moral turpitude or
dishonesty, (ii) participation in a fraud or act of dishonesty against the
Company, (iii) conduct by you which, based upon a good faith and reasonable
factual investigation and determination by the Board of Directors of the
Company, demonstrates gross unfitness to serve, or (iv) the material violation
of any contract between you and the Company or any statutory duty to the Company
that is not corrected within thirty (30) days after written notice to you
thereof. Your physical or mental disability shall not constitute "Cause."

                  (b)      Notwithstanding anything herein to the contrary, in
the event you voluntarily terminate your service with the Company for Good
Reason (as defined below) either at the time of or within twelve (12) months
following the occurrence of a Change in Control, then the vesting of your option
and the time during which your option may be exercised immediately shall be
accelerated as to all shares subject to this option which have not previously
been exercised. "Good Reason" means (i) reduction of your rate of compensation
as in effect immediately prior to the occurrence of a Change in Control, (ii)
failure to provide a package of welfare benefit plans which, taken as a whole,
provides substantially similar benefits to those in which you are entitled to
participate immediately prior to the occurrence of the Change in Control (except
that employee contributions may be raised to the extent of any cost increases
imposed by third parties) or any action by the Company which would adversely
affect your participation or reduce your benefits under any of such plans, (iii)
change in your responsibilities, authority, title or office resulting in
diminution of position, excluding for this purpose an isolated, insubstantial
and inadvertent action not taken in bad faith which is remedied by the Company
promptly after notice thereof is given by you, (iv) request that you relocate to
a worksite that is more than fifty (50) miles from your prior worksite, unless
you accept such relocation opportunity, (v) failure or refusal of a successor to
the Company to assume the Company's obligations under your option, or (vi)
material breach by the Company or any successor to the Company of any of the
material provisions of your option.

                  (c)      In the event that any such accelerated option vesting
received or to be received by you pursuant to the above (the "Benefit") would
constitute a "parachute payment"


                                       4
<PAGE>

within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), then the six-month period specified above shall be
extended to thirteen (13) months.

                  (d)      In the event that any such Benefit would constitute a
"parachute payment" within the meaning of Section 280G of the Code and but for
this provision be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then such Benefit shall be reduced to the extent necessary
so that no portion of the Benefit would be subject to the Excise Tax, as
determined in good faith by the Company; provided, however, that if, in the
absence of any such reduction (or after such reduction), you believe that the
Benefit or any portion thereof (as reduced, if applicable) would be subject to
the Excise Tax, the Benefit shall be reduced (or further reduced) to the extent
determined by you in your discretion so that the Excise Tax would not apply. If,
notwithstanding any such reduction (or in the absence of such reduction), the
Internal Revenue Service ("IRS") determines that you are liable for the Excise
Tax as a result of the Benefit, then you shall be obligated to return to the
Company, within thirty (30) days of such determination by the IRS, a portion of
the Benefit sufficient such that none of the Benefit retained by you constitutes
a "parachute payment" within the meaning of Code Section 280G that is subject to
the Excise Tax.

         12.      OPTION NOT A SERVICE CONTRACT. This option is not a service
contract (whether as an employee, director or consultant) and nothing in this
option shall be deemed to create in any way whatsoever any obligation on your
part to continue in the service of the Company, or of the Company to continue
your service with the Company. In addition, nothing in this option shall
obligate the Board, or the Company's shareholders, officers or other employees
to continue any relationship which you might have as a consultant to the
Company.

         13.      RESTRICTIVE LEGENDS. Shares issued pursuant to this option
shall be endorsed with appropriate legends determined by the Company.

         14.      NOTICES. Any notices provided for in this option shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.

         15.      GOVERNING AUTHORITY. This option is subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted by the Company. This authority shall be exercised by
the Board, or by a committee of one or more members of the Board in the event
that the Board delegates its authority to a committee. The Board, in the
exercise of this authority, may correct any defect, omission or inconsistency in
this option in a manner and to the extent the Board shall deem necessary or
desirable to make this option fully effective. References to the Board also
include any committee appointed by the Board to administer and interpret this
option. Any interpretations, amendments, rules and


                                       5
<PAGE>

regulations promulgated by the Board shall be final and binding upon the Company
and its successors in interest as well as you and your heirs, assigns, and other
successors in interest.

Dated the 1st day of July, 1998.

                                       Very truly yours,

                                       NEWGEN RESULTS CORPORATION


                                      By:
                                          --------------------------------------
                                      Duly authorized on behalf of the Board of
                                      Directors
ATTACHMENT:  Notice of Exercise


                                       6
<PAGE>

The undersigned:

         (a)      Acknowledges receipt of the foregoing option and the
attachments referred to therein and understands that all rights and liabilities
with respect to this option are set forth in the option; and

         (b)      Acknowledges that as of the date of grant of this option, it
sets forth the entire understanding between the undersigned optionee and the
Company and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject.


                                      ------------------------------------------
                                      MARIO SANCHEZ

                                      Address:
                                              ----------------------------------
                                      ------------------------------------------
                                      ------------------------------------------


                                       7
<PAGE>

                               NOTICE OF EXERCISE



Newgen Results Corporation
12680 High Bluff Drive, Ste. 300
San Diego, CA 92130


                                                   Date of Exercise:
                                                                    ------------



Ladies and Gentlemen:

         This constitutes notice under my nonstatutory stock option that I elect
to purchase the number of shares for the price set forth below.


         Stock option dated:
                                     ----------------------

         Number of shares as
         to which option is
         exercised:
                                     ----------------------

         Certificate to be
         issued in name of:
                                     ----------------------

         Total exercise price:       $
                                      ---------------------

         Cash payment (or check)
         delivered herewith:         $
                                      ---------------------

         By this exercise, I agree to provide such additional documents as you
may reasonably require. I understand that my right to receive the shares
otherwise issuable to me upon the exercise of the option is contingent upon my
satisfaction of these requirements.

         I hereby make the following statements with respect to the shares of
Common Stock (the "Shares"), which are being acquired by me for my own account
upon this exercise of the option as set forth above:

                  I warrant and represent that I am acquiring the Shares for my
own account and that I have no intention of distributing, transferring or
selling all or any part of the Shares except in accordance with the terms of the
option agreement and Section 25102(f) of the California Corporations Code. I
also hereby warrant and represent that I have either (i) preexisting personal or
business relationships with the Company or any of its officers, directors or
controlling persons, or (ii) the capacity to protect my own interests in
connection with the sale of the Shares by virtue of the


                                       1
<PAGE>

business or financial expertise of my professional advisors who are unaffiliated
with and who are not compensated by the Company or any of its affiliates,
directly or indirectly.

                  I acknowledge that the Shares have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and are deemed to
constitute "restricted securities" under Rule 701 and Rule 144 promulgated under
the Securities Act. I am aware that among the conditions imposed on the transfer
of the Shares is the availability of current information to the public about the
Company and that the Company has not made such information available and has no
present plans to do so. I warrant and represent to the Company that I have no
present intention of distributing or selling said Shares, except as permitted
under the Securities Act and any applicable state securities laws.

                  I acknowledge and agree that the Shares being acquired by me
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. I
acknowledge and agree that the Company has no obligation to register the Shares
or to comply with any exemption from such registration.

                  I acknowledge and agree that under Rule 701 I will not be able
to resell the Shares for at least ninety (90) days after the stock of the
Company becomes publicly traded (I.E., subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended) and that
more restrictive conditions apply to affiliates of the Company under Rule 144.

                  I acknowledge and agree that all certificates representing any
of the Shares subject to the provisions of the option shall have endorsed
thereon appropriate legends reflecting the foregoing limitations, as well as any
legends reflecting restrictions pursuant to the Company's Articles of
Incorporation, Bylaws and/or applicable securities laws.

                  I further agree that, if required by the Company (or a
representative of the underwriters) in connection with the first underwritten
registration of the offering of any securities of the Company under the Act, I
will not to sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale, any Shares or other securities of the Company
held by me, for a period of time specified by the underwriter(s) (not to exceed
one hundred eighty (180) days) following the effective date of a registration
statement of the Company filed under the Act. I further agree to execute and
deliver such other agreements as may be reasonably requested by the Company
and/or the underwriter(s) which are consistent with the foregoing or which are
necessary to give further effect thereto. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to my
Shares until the end of such period.

                                      Very truly yours,



                                      ------------------------------------------
                                      MARIO SANCHEZ


                                       2
</TEXT>
</DOCUMENT>
</SUBMISSION>
