OPTIKA INC
2000 NON-OFFICER STOCK INCENTIVE PLAN
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<FILENAME>0004.txt
<DESCRIPTION>2000 NON-OFFICER STOCK INCENTIVE PLAN
<TEXT>


                                 OPTIKA, INC.
                    2000 NON-OFFICER STOCK INCENTIVE PLAN


                                ARTICLE ONE
                              GENERAL PROVISIONS

I.    PURPOSE OF THE PLAN

            The 2000  Non-Officer  Stock Incentive Plan is intended to promote
the interests of Optika, Inc., a Delaware  corporation,  by providing eligible
persons with the opportunity to acquire a proprietary  interest,  or otherwise
increase their  proprietary  interest,  in the Corporation as an incentive for
them to remain in the service of the Corporation.

            Capitalized  terms shall have the meanings  assigned to such terms
in the attached Appendix.

II.   STRUCTURE OF THE PLAN

      The Plan shall consist of a Discretionary Option Grant Program
under which eligible persons may, at the discretion of the Plan
Administrator, be granted options to purchase shares of Common Stock.

III.  ADMINISTRATION OF THE PLAN

A.    Administration of the Discretionary Option Grant Program with respect
to all other persons eligible to participate in that program may, at the
Board's discretion, be vested in the Committee or a Secondary Committee, or
the Board may retain the power to administer that program with respect to all
such persons.

B.    Members of the Committee or any Secondary Committee shall serve for
such period of time as the Board may determine and may be removed by the
Board at any time.  The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

C.    Each Plan Administrator shall, within the scope of its administrative
functions under the Plan, have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant
Program and to make such determinations under, and issue such interpretations
of, the provisions of such program and any outstanding options thereunder as
it may deem necessary or advisable.  Decisions of the Plan Administrator
within the scope of its administrative functions under the Plan shall be
final and binding on all parties who have an interest in the Discretionary
Option Grant Program under its jurisdiction or any stock option thereunder.

D.    Service on the Committee or the Secondary Committee shall constitute
service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee.  No member of the Committee or
the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants under the Plan.

IV.   ELIGIBILITY

A.    The persons eligible to participate in the Discretionary Option Grant
Program are as follows:

(i)   Employees other than officers of the Company, and

(ii)  consultants and other independent advisors who provide services to the
      Corporation (or any Parent or Subsidiary).

B.    Each Plan Administrator shall, within the scope of its administrative
jurisdiction under the Plan, have full authority to determine, with respect
to the option grants under the Discretionary Option Grant Program, which
eligible persons are to receive option grants, the time or times when such
option grants are to be made, the number of shares to be covered by each such
grant, the time or times when each option is to become exercisable, the
vesting schedule (if any) applicable to the option shares and the maximum
term for which the option is to remain outstanding.

C.    The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Discretionary Option Grant Program.

V.    STOCK SUBJECT TO THE PLAN

A.    The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market.  The maximum number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall not exceed
500,000 shares.

B.    No one person participating in the Plan may receive options and
separately exercisable stock appreciation rights for more than 250,000 shares
of Common Stock in the aggregate per calendar year, beginning with the 2000
calendar year.

C.    Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) those
options expire or terminate for any reason prior to exercise in full or (ii)
the options are cancelled in accordance with the cancellation-regrant
provisions of Article Two.  Unvested shares issued under the Plan and
subsequently repurchased by the Corporation, at the original issue price paid
per share, pursuant to the Corporation's repurchase rights under the Plan
shall be added back to the number of shares of Common Stock reserved for
issuance under the Plan and shall accordingly be available for reissuance
through one or more subsequent option grants under the Plan.  However, should
the exercise price of an option under the Plan be paid with shares of Common
Stock or should shares of Common Stock otherwise issuable under the Plan be
withheld by the Corporation in satisfaction of the withholding taxes incurred
in connection with the exercise of an option under the Plan, then the number
of shares of Common Stock available for issuance under the Plan shall be
reduced by the gross number of shares for which the option is exercised, and
not by the net number of shares of Common Stock issued to the holder of such
option.  Shares of Common Stock underlying one or more stock appreciation
rights exercised under Section IV of Article Two of the Plan shall not be
available for subsequent issuance under the Plan.

D.    If any change is made to the Common Stock by reason of any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares
or other change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be made
to (i) the maximum number and/or class of securities issuable under the Plan,
(ii) the maximum number and/or class of securities by which the share reserve
may increase each calendar year pursuant to the automatic share increase
provisions of the Plan, (iii) the number and/or class of securities for which
any one person may be granted stock options and separately exercisable stock
appreciation rights under the Plan per calendar year, and (iv) the number
and/or class of securities and the exercise price per share in effect under
each outstanding option under the Plan.  Such adjustments to the outstanding
options are to be effected in a manner which shall preclude the enlargement
or dilution of rights and benefits under such options.  The adjustments
determined by the Plan Administrator shall be final, binding and conclusive.



                                ARTICLE TWO
                      DISCRETIONARY OPTION GRANT PROGRAM

I.    OPTION TERMS

            Each option  shall be  evidenced  by one or more  documents in the
form approved by the Plan  Administrator;  provided,  however,  that each such
document shall comply with the terms specified below.

A.    Exercise Price.

1.    The exercise price per share shall be fixed by the Plan Administrator
but shall not be less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock on the option grant date.

2.    The exercise price shall become immediately due upon exercise of the
option and shall, subject to the provisions of Section I of Article Three and
the documents evidencing the option, be payable in one or more of the forms
specified below:

(i)   cash or check made payable to the Corporation,

(ii)  shares of Common Stock valued at Fair Market Value on the Exercise
      Date, or

(iii) to the extent the option is exercised for vested shares, through a
      special sale and remittance procedure pursuant to which the Optionee
      shall concurrently provide irrevocable instructions to (a) a
      Corporation-designated brokerage firm to effect the immediate sale of
      the purchased shares and remit to the Corporation, out of the sale
      proceeds available on the settlement date, sufficient funds to cover
      the aggregate exercise price payable for the purchased shares plus all
      applicable Federal, state and local income and employment taxes
      required to be withheld by the Corporation by reason of such exercise
      and (b) the Corporation to deliver the certificates for the purchased
      shares directly to such brokerage firm in order to complete the sale.

            Except  to the  extent  such  sale  and  remittance  procedure  is
utilized,  payment of the exercise price for the purchased shares must be made
on the Exercise Date.

B.    Exercise and Term of Options.  Each option shall be exercisable at such
time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents
evidencing the option.  However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

C.    Effect of Termination of Service.

1.    The following provisions shall govern the exercise of any options held
by the Optionee at the time of cessation of Service or death:

(i)   Any option outstanding at the time of the Optionee's cessation of
      Service for any reason shall remain exercisable for such period of time
      thereafter as shall be determined by the Plan Administrator and set
      forth in the documents evidencing the option, but no such option shall
      be exercisable after the expiration of the option term.

(ii)  Any option exercisable in whole or in part by the Optionee at the time
      of death may be subsequently exercised by the personal representative
      of the Optionee's estate or by the person or persons to whom the option
      is transferred pursuant to the Optionee's will or in accordance with
      the laws of descent and distribution.

(iii) Should the Optionee's Service be terminated for Misconduct, then all
      outstanding options held by the Optionee shall terminate immediately
      and cease to be outstanding.

(iv)  During the applicable post-Service exercise period, the option may not
      be exercised in the aggregate for more than the number of vested shares
      for which the option is exercisable on the date of the Optionee's
      cessation of Service.  Upon the expiration of the applicable exercise
      period or (if earlier) upon the expiration of the option term, the
      option shall terminate and cease to be outstanding for any vested
      shares for which the option has not been exercised.  However, the
      option shall, immediately upon the Optionee's cessation of Service,
      terminate and cease to be outstanding to the extent the option is not
      otherwise at that time exercisable for vested shares.

2.    The Plan Administrator shall have complete discretion, exercisable
either at the time an option is granted or at any time while the option
remains outstanding, to:

(i)   extend the period of time for which the option is to remain exercisable
      following the Optionee's cessation of Service from the limited exercise
      period otherwise in effect for that option to such greater period of
      time as the Plan Administrator shall deem appropriate, but in no event
      beyond the expiration of the option term, and/or

(ii)  permit the option to be exercised, during the applicable post-Service
      exercise period, not only with respect to the number of vested shares
      of Common Stock for which such option is exercisable at the time of the
      Optionee's cessation of Service but also with respect to one or more
      additional installments in which the Optionee would have vested had the
      Optionee continued in Service.

D.    Stockholder Rights.  The holder of an option shall have no stockholder
rights with respect to the shares subject to the option until such person
shall have exercised the option, paid the exercise price and become a holder
of record of the purchased shares.

E.    Repurchase Rights.  The Plan Administrator shall have the discretion to
grant options which are exercisable for unvested shares of Common Stock.
Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid
per share, any or all of those unvested shares.  The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall
be established by the Plan Administrator and set forth in the document
evidencing such repurchase right.

F.    Limited Transferability of Options.  During the lifetime of the
Optionee, Non-Statutory Options shall be exercisable only by the Optionee and
shall not be assignable or transferable other than by will or by the laws of
descent and distribution following the Optionee's death, except that a
Non-Statutory Option may, in connection with the Optionee's estate plan, be
assigned in whole or in part during the Optionee's lifetime to one or more
members of the Optionee's immediate family or to a trust established
exclusively for one or more such family members.  The assigned portion may
only be exercised by the person or persons who acquire a proprietary interest
in the option pursuant to the assignment. The terms applicable to the
assigned portion shall be the same as those in effect for the option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Plan Administrator may deem appropriate.

G.    Non-Statutory Options.  The Corporation shall only be authorized
to issue Non-Statutory Options under the Discretionary Option
Grant Program.

II.   CORPORATE TRANSACTION/CHANGE IN CONTROL

A.    In the event of any Corporate Transaction, each outstanding option
shall automatically accelerate so that each such option shall, immediately
prior to the effective date of the Corporate Transaction, become fully
exercisable with respect to the total number of shares of Common Stock at the
time subject to such option and may be exercised for any or all of those
shares as fully vested shares of Common Stock.  However, an outstanding
option shall not become exercisable on such an accelerated basis if and to
the extent:  (i) such option is, in connection with the Corporate
Transaction, to be assumed by the successor corporation (or parent thereof)
or (ii) the acceleration of such option is subject to other limitations
imposed by the Plan Administrator at the time of the option grant.

B.    All outstanding repurchase rights shall automatically terminate, and
the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Corporate Transaction, except
to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other
limitations imposed by the Plan Administrator at the time the repurchase
right is issued.

C.    Immediately following the consummation of the Corporate Transaction,
all outstanding options shall terminate and cease to be outstanding, except
to the extent assumed by the successor corporation (or parent thereof).

D.    Each option which is assumed in connection with a Corporate Transaction
shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction
had the option been exercised immediately prior to such Corporate
Transaction.  Appropriate adjustments to reflect such Corporate Transaction
shall also be made to (i) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same, (ii) the maximum number and/or class of
securities available for issuance over the remaining term of the Plan and
(iii) the maximum number and/or class of securities for which any one person
may be granted stock options and separately exercisable stock appreciation
rights under the Plan per calendar year.

E.    The Plan Administrator shall have the discretionary authority to
provide for the automatic acceleration of one or more outstanding options
under the Discretionary Option Grant Program upon the occurrence of a
Corporate Transaction, whether or not those options are to be assumed in the
Corporate Transaction, so that each such option shall, immediately prior to
the effect date of such Corporate Transaction, become fully exercisable with
respect to the total number of shares of Common Stock at the time subject to
that option and may be exercised for any or all of those shares as fully
vested shares of Common Stock. In addition, the Plan Administrator shall have
the discretionary authority to structure one or more of the Corporation's
repurchase rights under the Discretionary Option Grant Program so that those
rights shall not be assignable in connection with such Corporate Transaction
and shall accordingly terminate upon the consummation of such Corporate
Transaction, and the shares subject to those terminated rights shall
thereupon vest in full.

F.    The Plan Administrator shall have full power and authority, exercisable
either at the time the option is granted or at any time while the option
remains outstanding, to provide for the automatic acceleration of one or more
outstanding options under the Discretionary Option Grant Program in the event
the Optionee's Service is subsequently terminated by reason of an Involuntary
Termination within a designated period (not to exceed eighteen (18) months)
following the effective date of any Corporate Transaction in which those
options are assumed and do not otherwise accelerate.  Any options so
accelerated shall remain exercisable for fully vested shares until the
earlier of (i) the expiration of the option term or (ii) the expiration of
the one (1) year period measured from the effective date of the Involuntary
Termination.  In addition, the Plan Administrator may provide that one or
more of the Corporation's outstanding repurchase rights with respect to
shares held by the Optionee at the time of such Involuntary Termination shall
immediately terminate, and the shares subject to those terminated repurchase
rights shall accordingly vest in full.

G.    The Plan Administrator shall have the discretionary authority to
provide for the automatic acceleration of one or more outstanding options
under the Discretionary Option Grant Program upon the occurrence of a Change
in Control so that each such option shall, immediately prior to the effect
date of such Change in Control, become fully exercisable with respect to the
total number of shares of Common Stock at the time subject to that option and
may be exercised for any or all of those shares as fully vested shares of
Common Stock. In addition, the Plan Administrator shall have the
discretionary authority to structure one or more of the Corporation's
repurchase rights under the Discretionary Option Grant Program so that those
rights shall terminate automatically upon the consummation of such Change in
Control, and the shares subject to those terminated rights shall thereupon
vest in full.  Alternatively, the Plan Administrator may condition the
automatic acceleration of one or more outstanding options under the
Discretionary Option Grant Program and the termination of one or more of the
Corporation's outstanding repurchase rights under such program upon the
subsequent termination of the Optionee's Service by reason of an Involuntary
Termination within a designated period (not to exceed eighteen (18) months)
following the effective date of such Change in Control.  Each option so
accelerated shall remain exercisable for fully vested shares until the
earlier of (i) the expiration of the option term or (ii) the expiration of
the one (1) year period measured from the effective date of Optionee's
cessation of Service

H.    The outstanding options shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate or sell
or transfer all or any part of its business or assets.

III.  CANCELLATION AND REGRANT OF OPTIONS

            The Plan Administrator  shall have the authority to effect, at any
time and from time to time,  with the consent of the affected  option holders,
the  cancellation  of any or all outstanding  options under the  Discretionary
Option Grant  Program and to grant in  substitution  new options  covering the
same or different  number of shares of Common Stock but with an exercise price
per share based on the Fair Market  Value per share of Common Stock on the new
grant date.

IV.   STOCK APPRECIATION RIGHTS

A.    The Plan Administrator shall have full power and authority to grant to
selected Optionees tandem stock appreciation rights and/or limited stock
appreciation rights.

B.    The following terms shall govern the grant and exercise of tandem stock
appreciation rights:

(i)   One or more Optionees may be granted the right, exercisable upon such
      terms as the Plan Administrator may establish, to elect between the
      exercise of the underlying option for shares of Common Stock and the
      surrender of that option in exchange for a distribution from the
      Corporation in an amount equal to the excess of (a) the Fair Market
      Value (on the option surrender date) of the number of shares in which
      the Optionee is at the time vested under the surrendered option (or
      surrendered portion thereof) over (b) the aggregate exercise price
      payable for such shares.

(ii)  No such option surrender shall be effective unless it is approved by
      the Plan Administrator, either at the time of the actual option
      surrender or at any earlier time.  If the surrender is so approved,
      then the distribution to which the Optionee shall be entitled may be
      made in shares of Common Stock valued at Fair Market Value on the
      option surrender date, in cash, or partly in shares and partly in cash,
      as the Plan Administrator shall in its sole discretion deem appropriate.

(iii) If the surrender of an option is not approved by the Plan
      Administrator, then the Optionee shall retain whatever rights the
      Optionee had under the surrendered option (or surrendered portion
      thereof) on the option surrender date and may exercise such rights at
      any time prior to the later of (a) five (5) business days after the
      receipt of the rejection notice or (b) the last day on which the option
      is otherwise exercisable in accordance with the terms of the documents
      evidencing such option, but in no event may such rights be exercised
      more than ten (10) years after the option grant date.

C.    The following terms shall govern the grant and exercise of limited
stock appreciation rights:

(i)   One or more Section 16 Insiders may be granted limited stock
      appreciation rights with respect to their outstanding options.

(ii)  Upon the occurrence of a Hostile Take-Over, each individual holding one
      or more options with such a limited stock appreciation right shall have
      the unconditional right (exercisable for a thirty (30)-day period
      following such Hostile Take-Over) to surrender each such option to the
      Corporation, to the extent the option is at the time exercisable for
      vested shares of Common Stock.  In return for the surrendered option,
      the Optionee shall receive a cash distribution from the Corporation in
      an amount equal to the excess of (A) the Take-Over Price of the shares
      of Common Stock which are at the time vested under each surrendered
      option (or surrendered portion thereof) over (B) the aggregate exercise
      price payable for such shares.  Such cash distribution shall be paid
      within five (5) days following the option surrender date.

(iii) The Plan Administrator shall, at the time the option with such limited
      stock appreciation right is granted under the Discretionary Option
      Grant Program, pre-approve any subsequent exercise of that right in
      accordance with the terms of this Paragraph C.  Accordingly, no further
      approval of the Plan Administrator or the Board shall be required at
      the time of the actual option surrender and cash distribution.

(iv)  The balance of the option (if any) shall remain outstanding and
      exercisable in accordance with the documents evidencing such option.

                                ARTICLE THREE
                                MISCELLANEOUS

I.    FINANCING

            The Plan  Administrator  may permit any Optionee to pay the option
exercise  price under the  Discretionary  Option Grant Program by delivering a
full-recourse,  interest  bearing  promissory  note  payable  in one  or  more
installments.  The terms of any such  promissory  note (including the interest
rate  and  the  terms  of  repayment)   shall  be   established  by  the  Plan
Administrator  in its sole  discretion.  In no event  may the  maximum  credit
available to the Optionee exceed the sum of (i) the aggregate  option exercise
price payable for the purchased shares plus (ii) any Federal,  state and local
income and  employment  tax  liability  incurred by the Optionee in connection
with the option exercise.

II.   TAX WITHHOLDING

A.    The Corporation's obligation to deliver shares of Common Stock upon the
exercise of options under the Plan shall be subject to the satisfaction of
all applicable Federal, state and local income and employment tax withholding
requirements.

B.    The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan with the right to use shares of Common Stock in satisfaction of all or
part of the Taxes incurred by such holders in connection with the exercise of
their options or the vesting of their shares.  Such right may be provided to
any such holder in either or both of the following formats:

            Stock Withholding:  The election to have the Corporation
withhold, from the shares of Common Stock otherwise issuable upon the
exercise of such Non-Statutory Option or the vesting of such shares, a
portion of those shares with an aggregate Fair Market Value equal to the
percentage of the Taxes (not to exceed one hundred percent (100%)) designated
by the holder.

            Stock  Delivery:  The election to deliver to the  Corporation,  at
the time the  Non-Statutory  Option is exercised  or the shares  vest,  one or
more shares of Common Stock previously  acquired by such holder (other than in
connection  with the option  exercise or share vesting  triggering  the Taxes)
with an aggregate  Fair Market Value equal to the percentage of the Taxes (not
to exceed one hundred percent (100%)) designated by the holder.

III.  EFFECTIVE DATE AND TERM OF THE PLAN

A.    The Discretionary Option Grant Program shall become effective on the
date the Plan is adopted by the Board.  Options may be granted under the
Discretionary Option Grant Program at any time on or after such date.

B.    The Plan shall terminate upon the earliest to occur of (i) the tenth
anniversary of the date the Plan is adopted by the Board,  (ii) the date on
which all shares available for issuance under the Plan shall have been issued
as fully-vested shares or (iii) the termination of all outstanding options in
connection with a Corporate Transaction.  Should the Plan terminate, all
option grants outstanding at that time shall continue to have force and
effect in accordance with the provisions of the documents evidencing such
grants.

IV.   AMENDMENT OF THE PLAN

A.    The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects.  However, no such amendment
or modification shall adversely affect the rights and obligations with
respect to stock options at the time outstanding under the Plan unless the
Optionee consents to such amendment or modification.  In addition, certain
amendments may require stockholder approval pursuant to applicable laws or
regulations.

B.    Options to purchase shares of Common Stock may not be granted under the
Discretionary Option Grant Program that are in each instance in excess of the
number of shares then available for issuance under the Plan.

V.    USE OF PROCEEDS

            Any cash  proceeds  received by the  Corporation  from the sale of
shares of Common  Stock  under the Plan  shall be used for  general  corporate
purposes.

VI.   REGULATORY APPROVALS

A.    The implementation of the Plan, the granting of any stock option under
the Plan, and the issuance of any shares of Common Stock upon the exercise of
any granted option shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the stock options granted under it and the shares of Common
Stock issued pursuant to it.

B.    No shares of Common Stock or other assets shall be issued or delivered
under the Plan unless and until there shall have been compliance with all
applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the
shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which Common Stock is then listed for trading.

VII.  NO EMPLOYMENT/SERVICE RIGHTS

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

<PAGE>

                                   APPENDIX


            The following definitions shall be in effect under the Plan:

A.    BOARD shall mean the Corporation's Board of Directors.

B.    CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

(i)   the acquisition, directly or indirectly by any person or related group
      of persons (other than the Corporation or a person that directly or
      indirectly controls, is controlled by, or is under common control with,
      the Corporation), of beneficial ownership (within the meaning of Rule
      13d-3 of the 1934 Act) of securities possessing more than fifty percent
      (50%) of the total combined voting power of the Corporation's
      outstanding securities pursuant to a tender or exchange offer made
      directly to the Corporation's stockholders, or

(ii)  a change in the composition of the Board over a period of thirty-six
      (36) consecutive months or less such that a majority of the Board
      members ceases, by reason of one or more contested elections for Board
      membership, to be comprised of individuals who either (A) have been
      Board members continuously since the beginning of such period or (B)
      have been elected or nominated for election as Board members during
      such period by at least a majority of the Board members described in
      clause (A) who were still in office at the time the Board approved such
      election or nomination.

C.    CODE shall mean the Internal Revenue Code of 1986, as amended.

D.    COMMON STOCK shall mean the Corporation's common stock.

E.    CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

(i)   a merger or consolidation in which securities possessing more than
      fifty percent (50%) of the total combined voting power of the
      Corporation's outstanding securities are transferred to a person or
      persons different from the persons holding those securities immediately
      prior to such transaction, or

(ii)  the sale, transfer or other disposition of all or substantially all of
      the Corporation's assets  in complete liquidation or dissolution of the
      Corporation.

F.    CORPORATION shall mean Optika Inc., a Delaware corporation, and its
successors.

G.    DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary option
grant program in effect under the Plan.

H.    EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.

I.    EXERCISE DATE shall mean the date on which the Corporation shall have
received written notice of the option exercise.

J.    FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

(i)   If the Common Stock is at the time traded on the Nasdaq National
      Market, then the Fair Market Value shall be the closing selling price
      per share of Common Stock on the date in question, as such price is
      reported by the National Association of Securities Dealers on the
      Nasdaq National Market. If there is no closing selling price for the
      Common Stock on the date in question, then the Fair Market Value shall
      be the closing selling price on the last preceding date for which such
      quotation exists.

(ii)  If the Common Stock is at the time listed on any Stock Exchange, then
      the Fair Market Value shall be the closing selling price per share of
      Common Stock on the date in question on the Stock Exchange determined
      by the Plan Administrator to be the primary market for the Common
      Stock, as such price is officially quoted in the composite tape of
      transactions on such exchange.  If there is no closing selling price
      for the Common Stock on the date in question, then the Fair Market
      Value shall be the closing selling price on the last preceding date for
      which such quotation exists.

(iii) For purposes of any option grants made on the Underwriting Date, the
      Fair Market Value shall be deemed to be equal to the price per share at
      which the Common Stock is to be sold in the initial public offering
      pursuant to the Underwriting Agreement.

(iv)  For purposes of any option grants made prior to the Underwriting Date,
      the Fair Market Value shall be determined by the Plan Administrator,
      after taking into account such factors as it deems appropriate.

K.    HOSTILE TAKE-OVER shall mean the acquisition, directly or indirectly,
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities  pursuant to a tender or exchange offer made directly
to the Corporation's stockholders which the Board does not recommend such
stockholders to accept.

L.    INVOLUNTARY TERMINATI0N shall mean the termination of the Service of
any individual which occurs by reason of:

(i)   such individual's involuntary dismissal or discharge by the Corporation
      for reasons other than Misconduct, or

(ii)  such individual's voluntary resignation following (A) a change in his
      or her position with the Corporation which materially reduces his or
      her duties and responsibilities or the level of management to which he
      or she reports, (B) a reduction in his or her level of compensation
      (including base salary, fringe benefits and target bonus under any
      corporate-performance based bonus or incentive programs) by more than
      fifteen percent (15%) or (C) a relocation of such individual's place of
      employment by more than fifty (50) miles, provided and only if such
      change, reduction or relocation is effected by the Corporation without
      the individual's consent.

M.    MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Optionee, any unauthorized use or disclosure by such
person of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by such person
adversely affecting the business or affairs of the Corporation (or any Parent
or Subsidiary) in a material manner.  The foregoing definition shall not be
deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of any Optionee or other person in the Service of the Corporation
(or any Parent or Subsidiary).

N.    1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

O.    NON-STATUTORY OPTION shall mean an option not intended to satisfy  the
requirements of Code Section 422.

P.    OPTIONEE shall mean any person to whom an option is granted under the
Discretionary Option Grant Program.

Q.    PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

R.    PERMANENT DISABILITY or PERMANENTLY DISABLED shall mean the inability
of the Optionee to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment expected to result
in death or to be of continuous duration of twelve (12) months or more.

S.    PLAN shall mean the Corporation's 2000 Non-Officer Stock Incentive
Plan, as set forth in this document.

T.    PLAN ADMINISTRATOR shall mean the particular entity, whether the
Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant Program with respect to one or more
classes of eligible persons, to the extent such entity is carrying out its
administrative functions under those programs with respect to the persons
under its jurisdiction.


U.    PLAN EFFECTIVE DATE shall mean the date the Plan is adopted by the
Board.

V.    COMMITTEE shall mean the committee of two (2) or more non-employee
Board members appointed by the Board to administer the Discretionary Option
Grant Program.

W.    SECONDARY COMMITTEE shall mean a committee of one or more Board members
appointed by the Board to administer the Discretionary Option Grant Program
with respect to eligible persons other than Section 16 Insiders.

X.    SECTION 16 INSIDER shall mean an officer or director of the Corporation
subject to the short-swing profit liabilities of Section 16 of the 1934 Act.

Y.    SERVICE shall mean the performance of services for the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee or a
consultant or independent advisor, except to the extent otherwise
specifically provided in the documents evidencing the option grant.

Z.    STOCK EXCHANGE shall mean either the American Stock Exchange or the New
York Stock Exchange.

AA.   SUBSIDIARY shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

BB.   TAKE-OVER PRICE shall mean the greater of (i) the Fair Market Value per
share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest
reported price per share of Common Stock paid by the tender offeror in
effecting such Hostile Take-Over.

CC.   TAXES shall mean the Federal, state and local income and employment tax
liabilities incurred by the holder of Non-Statutory Options or unvested
shares of Common Stock in connection with the exercise of those options or
the vesting of those shares.

DD.   10% STOCKHOLDER shall mean the owner of stock (as determined under Code
Section 424(d)) possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation (or any Parent or
Subsidiary).

</TEXT>
</DOCUMENT>
