
<PAGE>
 
                                                                  EXHIBIT 10.3
 
                                CRITICAL PATH, INC.


                                1998 STOCK PLAN


<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE> 
<CAPTION> 
                                                            Page
                                                            ----
<S>                                                         <C> 
SECTION 1.  PURPOSE.......................................    1

SECTION 2.  DEFINITIONS...................................    1

     (a)  "Board of Directors"............................    1

     (b)  "Code"..........................................    1

     (c)  "Committee".....................................    1

     (d)  "Company".......................................    1

     (e)  "Disability"....................................    1
                                                             
     (f)  "Employee"......................................    2
                                                             
     (g)  "Exercise Price"................................    2
                                                             
     (h)  "Fair Market Value".............................    2
                                                              
     (i)  "ISO"...........................................    2
                                                             
     (j)  "Nonstatutory Option"...........................    2
                                                             
     (k)  "Offeree".......................................    2
                                                             
     (l)  "Option"........................................    2
                                                             
     (m)  "Optionee"......................................    2

     (n)  "Plan"..........................................    2

     (o)  "Purchase Price"................................    2

     (p)  "Service".......................................    2

     (q)  "Share".........................................    2

     (r)  "Stock".........................................    3

     (s)  "Stock Option Agreement"........................    3

     (t)  "Stock Purchase Agreement"......................    3
</TABLE> 

                                      -i-
<PAGE>
 
<TABLE> 
<S>                                                         <C>
     (u)  "Subsidiary"....................................    3

SECTION 3.  ADMINISTRATION................................    3

     (a)  Committee Membership............................    3

     (b)  Committee Procedures............................    3

     (c)  Committee Responsibilities......................    3

SECTION 4.  ELIGIBILITY...................................    5

     (a)  General Rule....................................    5

     (b)  Ten-Percent Stockholders........................    5

     (c)  Attribution Rules...............................    5

     (d)  Outstanding Stock...............................    5

SECTION 5.  STOCK SUBJECT TO PLAN.........................    6

     (a)  Basic Limitation................................    6

     (b)  Additional Shares...............................    6

SECTION 6.  TERMS AND CONDITIONS OF AWARDS OR SALES.......    7

     (a)  Stock Purchase Agreement........................    7

     (b)  Duration of Offers and Nontransferability
           of Rights......................................    7

     (c)  Purchase Price..................................    7

     (d)  Withholding Taxes...............................    7

     (e)  Restrictions on Transfer of Shares..............    7

SECTION 7.  TERMS AND CONDITIONS OF OPTIONS...............    8

     (a)  Stock Option Agreement..........................    8

     (b)  Number of Shares................................    8
                                                              
     (c)  Exercise Price..................................    8
</TABLE> 

                                     -ii-
<PAGE>
 
<TABLE> 
<S>                                                         <C> 
     (d)  Withholding Taxes...............................    8
                                                              
     (e)  Exercisability..................................    9
                                                              
     (f)  Term............................................    9
                                                              
     (g)  Nontransferability..............................    9

     (h)  Exercise of Options on Termination of Service...    9

     (i)  No Rights as a Stockholder......................   10

     (j)  Modification, Extension and Assumption of 
           Options........................................   10

     (k)  Restrictions on Transfer of Shares..............   10

SECTION 8.  PAYMENT FOR SHARES............................   10

     (a)  General Rule....................................   10

     (b)  Surrender of Stock..............................   10

     (c)  Promissory Notes................................   11

     (d)  Cashless Exercise...............................   11

SECTION 9.  ADJUSTMENT OF SHARES..........................   11

     (a)  General.........................................   11

     (b)  Reorganizations.................................   12

     (c)  Reservation of Rights...........................   12

SECTION 10.  LEGAL REQUIREMENTS...........................   12

SECTION 11.  NO EMPLOYMENT RIGHTS.........................   13

SECTION 12.  DURATION AND AMENDMENTS......................   13

     (a)  Term of the Plan................................   13

     (b)  Right to Amend or Terminate the Plan............   13

     (c)  Effect of Amendment or Termination..............   13
</TABLE> 

                                     -iii-
<PAGE>
 
<TABLE> 
<S>                                                          <C>  
SECTION 13.  EXECUTION....................................   14
</TABLE> 

                                     -iv-
<PAGE>
 
                              CRITICAL PATH, INC.
                                1998 STOCK PLAN
              (AS AMENDED AND RESTATED EFFECTIVE ________, 1999)

SECTION 1.  PURPOSE.

     The purpose of the Plan is to offer selected employees,  directors and
consultants an opportunity to acquire a proprietary interest in the success of
the Company, or to increase such interest, to encourage such selected persons to
remain in the employ of the Company and to attract new employees with
outstanding qualifications.  The Plan provides for the direct award or sale of
Shares and for the grant of Options to purchase Shares.  Options granted under
the Plan may include Nonstatutory Options as well as incentive stock options
intended to qualify under section 422 of the Internal Revenue Code.

SECTION 2.  DEFINITIONS.

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

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

     (c)  "Committee" shall mean one or more committees consisting of one or
more members of the Board of Directors that is appointed by the Board of
Directors. If no Committee has been appointed, the entire Board of Directors
shall constitute the Committee. The Committee shall have membership composition
which enables the Plan to qualify under Rule 16b-3 with regard to the grant of
Options or other rights to acquire Shares to persons who are subject to Section
16 of the Securities Exchange Act of 1934.

     (d)  "Company" shall mean Critical Path, Inc., a California corporation.

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

                                      -1-
<PAGE>
 
     (f)  "Employee" shall mean (i) any individual who is a common-law employee
of the Company or of a Subsidiary, (ii) a member of the Board of Directors, or
(iii) a consultant who performs services for the Company or a Subsidiary.
Service as a member of the Board of Directors or as a consultant shall be
considered employment for all purposes under the Plan except the second sentence
of Section 4(a).

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

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

     (i)  "ISO" shall mean an employee incentive stock option described in Code
section 422(b).

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

     (k)  "Offeree"
shall mean an individual to whom the Committee has offered the right to acquire
Shares (other than upon exercise of an Option).

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

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

     (n)  "Plan" shall mean this Critical Path, Inc. 1998 Stock Plan.

     (o)  "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Committee.

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

     (q)  "Share" shall mean one share of Stock, as adjusted in accordance with
Section 9 (if applicable).

                                      -2-
<PAGE>
 
     (r)  "Stock" shall mean the common stock of the Company.

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

     (t)  "Stock Purchase Agreement" shall mean the agreement between the
Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

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

SECTION 3.  ADMINISTRATION.

     (a)  Committee Membership. The Plan shall be administered by the Committee.
The members of the Committee shall be appointed by the Board of Directors.

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

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

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

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

                                      -3-
<PAGE>
 
          (iii)  To authorize any person to execute, on behalf of the Company,
     any instrument required to carry out the purposes of the Plan;

          (iv)   To determine when Shares are to be awarded or offered for sale
     and when Options are to be granted under the Plan;

          (v)    To select Offerees and Optionees;

          (vi)   To determine the number of Shares to be awarded or offered for
     sale or to be made subject to each Option;

          (vii)  To prescribe the terms and conditions of each award or sale of
     Shares, including (without limitation) the Purchase Price and vesting of
     the award, and to specify the provisions of the Stock Purchase Agreement
     relating to such award or sale;

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

          (ix)   To amend any outstanding Stock Purchase or Stock Option
     Agreement; provided, however, that the rights and obligations under any
     Stock Purchase or Stock Option Agreement shall not be materially altered or
     impaired adversely by any such amendment, except with the consent of the
     Optionee or Offeree;

          (x)    To determine the disposition of an Option or other right to
     acquire Shares in the event of an Optionee's or Offeree's divorce or
     dissolution of marriage;

          (xi)   To correct any defect, supply any omission, or reconcile any
     inconsistency in the Plan and any Stock Purchase or Stock Option Agreement;
     and

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

                                      -4-
<PAGE>
 
     All decisions, interpretations and other actions of the Committee shall be
final and binding on all Offerees, Optionees, and all persons deriving their
rights from an Offeree or Optionee.  No member of the Committee shall be liable
for any action that he or she has taken or has failed to take in good faith with
respect to the Plan, any Option or any other right to acquire Shares under the
Plan.

SECTION 4.  ELIGIBILITY.

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

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

     (c)  Attribution Rules.

For purposes of Subsection (b) above, in determining stock ownership, an
Employee shall be deemed to own the stock owned, directly or indirectly, by or
for his brothers, sisters, spouse, ancestors and lineal descendants.  Stock
owned, directly or indirectly, by or for a corporation, partnership, estate or
trust shall be deemed to be owned proportionately by or for its stockholders,
partners or beneficiaries.

     (d)  Outstanding Stock. For purposes of Subsection (b) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant. "Outstanding

                                      -5-
<PAGE>
 
stock" shall not include shares authorized for issuance under outstanding
options held by the Employee or by any other person.

SECTION 5.  STOCK SUBJECT TO PLAN.

     (a)  Basic Limitation. Shares offered under the Plan shall be authorized
but unissued Shares, or issued Shares that have been reacquired by the Company.
The aggregate number of Shares which may be issued under the Plan (upon exercise
of Options or other rights to acquire Shares) shall not exceed 27,035,232
Shares, subject to adjustment pursuant to Section 9. The number of Shares which
are subject to Options or other rights to acquire Shares outstanding at any time
under the Plan shall not exceed the number of Shares which then remain available
for issuance under the Plan. During the term of the Plan, the Company shall at
all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan. On each January 1 for the remaining term of the Plan,
the aggregate number of Shares which may be issued under the Plan shall be
increased by a number of Shares equal to five (5) percent of the total number of
shares of the Common Stock of the Company that had previously been authorized
for issuance at the end of the most recently concluded calendar year. Any Shares
that have been reserved but not issued as Shares or Options during any calendar
year shall remain available for grant during any subsequent calendar year.
Notwithstanding the foregoing, no more than 75,000,000 Shares shall be issued
under ISOs for the remaining term of the Plan, subject to adjustment pursuant to
Section 9.

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

                                      -6-
<PAGE>
 
SECTION 6.  TERMS AND CONDITIONS OF AWARDS OR SALES.

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

     (b)  Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within the number of days specified by the
Committee and communicated to the Offeree by the Committee. Such right shall not
be transferable and shall be exercisable only by the Offeree to whom such right
was granted.

     (c)  Purchase Price. The Purchase Price of Shares to be offered under the
Plan shall be determined by the Committee at its sole discretion. The Purchase
Price shall be payable in a form described in Section 8 or in the form of
services previously rendered to the Company.

     (d)  Withholding Taxes. As a condition to the purchase of Shares, the
Offeree shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such purchase.

     (e)  Restrictions on Transfer of Shares. No Shares awarded or sold under
the Plan may be sold or otherwise transferred or disposed of by the Offeree
during the one hundred eighty (180) day period following the effective date of a
registration statement covering securities of the Company filed under the
Securities Act of 1933. Subject to the preceding sentence, any Shares awarded or
sold under the Plan shall be subject to such special conditions, 

                                      -7-
<PAGE>
 
rights of repurchase, rights of first refusal and other transfer restrictions as
the Committee may determine. Such restrictions shall be set forth in the
applicable Stock Purchase Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares.

SECTION 7.  TERMS AND CONDITIONS OF OPTIONS.

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

     (b)  Number of Shares. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 9. The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option.

     (c)  Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than one hundred percent
(100%) of the Fair Market Value of a Share on the date of grant, except as
otherwise provided in Section 4(b). The Exercise Price of a Nonstatutory Option
shall not be less than eighty-five percent (85%) of the Fair Market Value of a
Share on the date of grant. Subject to the preceding two sentences, the Exercise
Price under any Option shall be determined by the Committee in its sole
discretion. The Exercise Price shall be payable in a form described in Section
8.

     (d)  Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, 

                                      -8-
<PAGE>
 
local or foreign withholding tax obligations that may arise in connection with
such exercise. The Optionee shall also make such arrangements as the Committee
may require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with the disposition of
Shares acquired by exercising an Option.

     (e)  Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. Subject to
the preceding sentence, the vesting of any Option shall be determined by the
Committee in its sole discretion.

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

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

     (h)  Exercise of Options on Termination of Service. Each Stock Option
Agreement shall set forth the extent to which the Optionee shall have the right
to exercise the Option following termination of the Optionee's service with the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Options issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of employment.

                                      -9-
<PAGE>
 
     (i)  No Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate for
such Shares.

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

     (k)  Restrictions on Transfer of Shares. No Shares issued upon exercise of
an Option may be sold or otherwise transferred or disposed of by the Optionee
during the one hundred eighty (180) day period following the effective date of a
registration statement covering securities of the Company filed under the
Securities Act of 1933. Subject to the preceding sentence, any Shares issued
upon exercise of an Option shall be subject to such rights of repurchase, rights
of first refusal and other transfer restrictions as the Committee may determine.
Such restrictions shall be set forth in the applicable Stock Option Agreement
and shall apply in addition to any restrictions that may apply to holders of
Shares generally.

SECTION 8.  PAYMENT FOR SHARES.

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

     (b)  Surrender of Stock. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or the Optionee's representative for any time period
specified by the Committee and 

                                      -10-
<PAGE>
 
which are surrendered to the Company in good form for transfer. Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased under the Plan.

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

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


SECTION 9.  ADJUSTMENT OF SHARES.

     (a)  General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock into a lesser
number of Shares, a recapitalization, a reclassification or a similar
occurrence, the Committee shall make appropriate adjustments in one or more of
(i) the number of Shares available for future grants of Options or other rights
to acquire Shares under Section 5, (ii) the number of Shares covered by each
outstanding Option or other right to acquire Shares or (iii) the Exercise Price
of each outstanding Option or the Purchase Price of each other right to acquire
Shares.

                                      -11-
<PAGE>
 
     (b)  Reorganizations. In the event that the Company is a party to a merger
or reorganization, outstanding Options or other rights to acquire Shares shall
be subject to the agreement of merger or reorganization.

     (c)  Reservation of Rights. Except as provided in this Section 9, an
Optionee or Offeree shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend,
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option, or the number or Purchase Price
of shares subject to any other right to acquire Shares. The grant of an Option
or other right to acquire Shares pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

SECTION 10.  LEGAL REQUIREMENTS.

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

                                     -12-
<PAGE>
 
SECTION 11.  NO EMPLOYMENT RIGHTS.

     No provision of the Plan, nor any Option granted or other right to acquire
Shares awarded under the Plan, shall be construed to give any person any right
to become, to be treated as, or to remain an Employee.  The Company and its
Subsidiaries reserve the right to terminate any person's Service at any time and
for any reason.
 
SECTION 12.  DURATION AND AMENDMENTS.

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

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

     (c)  Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such 

                                     -13-
<PAGE>
 
termination. The termination of the Plan, or any amendment thereof, shall not
affect any Share previously issued or Option previously granted under the Plan.

SECTION 13.  EXECUTION.

     To record the adoption of the Plan by the Board of Directors as of January
21, 1998, the Company has caused its authorized officer to execute the same.

                           CRITICAL PATH, INC.

                          By___________________________________________________


                          Its:_________________________________________________

                                     -14-
