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                                                                    Exhibit 10.1

                            INTEK INFORMATION, INC.

                  1997 AMENDED AND RESTATED STOCK OPTION PLAN

I.   Purpose

     The INTEK INFORMATION, INC. 1997 AMENDED AND RESTATED STOCK OPTION PLAN
("Plan") provides for the grant of Stock Options to employees, directors and
consultants of Intek Information, Inc. (the "Company"), and such of its
subsidiaries (as defined in Section 424(f) of the Internal Revenue Code of 1986,
as amended (the "Code")), as the Board of Directors of the Company (the "Board")
shall from time to time designate ("Participating Subsidiaries") in order to
advance the interests of the Company and its Participating Subsidiaries through
the motivation, attraction and retention of key personnel.

II.  Incentive Stock Options and Non-Incentive Stock Options

     The Stock Options granted under the Plan may be either:

          a)   Incentive Stock Options ("ISOs") which are intended to be
     "Incentive Stock Options" as that term is defined in Section 422 of the
     Code; or

          b)   Nonstatutory Stock Options ("NSOs") which are intended to be
     options that do not qualify as "Incentive Stock Options" under Section 422
     of the Code.

All Stock Options shall be ISOs only to the extent specified in the Option
Agreement. Subject to the other provisions of the Plan, a Participant may
receive ISOs and NSOs at the same time, provided that the ISOs and NSOs are
clearly designated as such, and the exercise of one does not affect the exercise
of the other.

     Except as otherwise expressly provided herein, all of the provisions and
requirements of the Plan relating to Stock Options shall apply to ISOs and NSOs.

III. Administration

     The Plan shall be administered by the Board, or by a committee composed
solely of two or more directors ("Committee") each of whom is a Non-Employee
Director. The Committee or the Board, as the case may be, shall have full
authority to administer the Plan, including authority to interpret and construe
any provision of the Plan and any Stock Options granted thereunder, and to adopt
such rules and regulations for administering the Plan as it may deem necessary
in order to comply with the requirements of the Code or in order that Stock
Options that are intended to be ISOs will be classified as incentive stock
options under the Code, or in order to conform to any regulation or to any
change in any law or regulation applicable thereto. The

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Board shall have the power to reprice and accelerate the vesting of Stock
Options. The Board may reserve to itself any of the authority granted to the
Committee as set forth herein, and it may perform and discharge all of the
functions and responsibilities of the Committee at any time that a duly
constituted Committee is not appointed and serving. All references in this Plan
to the "Committee" shall be deemed to refer to the Board whenever the Board is
discharging the powers and responsibilities of the Committee, and to any special
committee appointed by the Board to administer particular aspects of this Plan.

     All actions taken and all interpretations and determinations made by the
Committee in good faith (including determinations of Fair Market Value) shall be
final and binding upon all Participants, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to this Plan,
and all members of the Committee shall, in addition to their rights as
directors, be fully protected by the Company with respect to any such action,
determination or interpretation. Rule 16b-3 under the Securities Exchange Act of
1934 (the "Exchange Act") provides that the grant of a stock option to a
director or officer of a company will be exempt from the provisions of Section
16(b) of the Exchange Act if the conditions set forth in that Rule are
satisfied. Unless otherwise specified by the Committee, grants of Stock Options
hereunder to individuals who are officers or directors of the Company shall be
made in a manner that satisfies the conditions of that Rule.

IV.  Definitions

     4.1.  "Stock Option."  A Stock Option is the right granted under the Plan
            ------------
to an Employee, director, or consultant to purchase, at such time or times and
at such price or prices ("Option Price") as are determined by the Committee, the
number of shares of Common Stock determined by the Committee.

     4.2.  "Common Stock."  A share of Common Stock means a share of authorized
            ------------
common stock of the Company.

     4.3.  "Fair Market Value."  If the Common Stock is traded publicly, the
            -----------------
Fair Market Value of a share of Common Stock on any date shall be the average of
the representative closing bid and asked prices, as quoted by the National
Association of Securities Dealers, Inc. through NASDAQ (its automated system for
reporting quotes), for the date in question, or, if the Common Stock is listed
on the NASDAQ National System or is listed on a national stock exchange, the
officially quoted closing price on NASDAQ or such exchange, as the case may be,
on the date in question. If the Common Stock is not traded publicly, the Fair
Market Value of a share of Common Stock on any date shall be determined in good
faith by the Committee after such consultations with outside legal, accounting
and other experts as the Committee may deem advisable, and the Committee may
maintain a written record of its method of determining such value.

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     4.4.  "Employee."  An Employee is an employee of the Company or any
            --------
Participating Subsidiary.

     4.5.  "Participant."  A Participant is an Employee, director or consultant
            -----------
to whom a Stock Option is granted.

     4.6.  "Non-Employee Director."  A Non-Employee Director is a person who
            ---------------------
satisfies the definition of a "non-employee director" set forth in Rule 16b-3
under the Exchange Act or any successor rule or regulation, as it may be amended
from time to time.

     4.7   "Corporate Transaction."  A Corporate Transaction shall mean one or
            ---------------------
more of the following transactions unless persons who were holders of
outstanding voting capital stock of the Company which was outstanding
immediately prior to such transaction are immediately after such transaction
holders of 51% or more of the outstanding voting capital stock of the surviving
or acquiring entity (or equivalent equity interest if the entity is not a
corporation): (i) a merger, consolidation or acquisition (ii) a share exchange
(with or without a stockholder vote) in which 95% or more of the outstanding
capital stock of the Company is exchanged for capital stock of another
corporation; or (iii) the sale, transfer or other disposition of all or
substantially all of the Company's assets.

     4.8   "Securities Act."  Securities Act shall mean the Securities Act of
            --------------
1933, as amended.

     4.9   "Change in Control."  Change in Control shall mean any of the
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following events occurring after March 1, 1997:

          A.   If any one Person (as defined below), after the date of the
Company's Initial Public Offering, in a single transaction or in a series of
transactions shall purchase or otherwise acquire or become the beneficial owner
of securities of the Company representing twenty percent (20%) or more of the
combined voting power of the Company's then outstanding voting securities
(including any voting securities issuable upon conversion of convertible
securities of the Company held by such Person).

         B.    If at any annual or special meeting of Company stockholders
following a contested election the Board of Directors of the Company shall cease
to be an Authorized Board. For purposes of this paragraph, a "contested
election" shall mean (i) an election contest subject to Rule 14a-11 under the
Exchange Act or (ii) an election which would have been subject to Rule 14a-11 if
at the time of such election the Company had securities registered pursuant to
Section 12 of the Exchange Act.

         C.    If a change of control of the Company (i) required to be reported
in accordance with Item 6 of Schedule 14A under the Exchange Act, or (ii) which
would be required to be reported in accordance with Item 6 of Schedule 14A if at
the time of such election the Company had securities registered pursuant to
Section 12 of the Exchange Act, has otherwise

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occurred, unless a Constitutional Majority of an Authorized Board approves the
change of control and specifically waives the application of this section.

                For purposes of this Section 4.9 "Person" shall have the meaning
set forth in Sections 13(d) and 14(d)(2) of the Exchange Act, as in effect on
the date thereof, and shall include, without limitation, any "Affiliate" or
"Associate" of such Person (as those terms are used in Rule 12b-2 under the
Exchange Act); provided, however, that the term "Person" shall not include the
Company or any trustee or other fiduciary holding securities under any employee
benefit plan of the Company. For purposes of this Section 4.9, (i) beneficial
ownership shall be computed in accordance with Rule 13d-3 under the Exchange
Act; and (ii) "Authorized Board" shall mean a Board of Directors of the Company
of which a number of directors equal to a majority of the authorized number of
directors constituting the entire Board, including vacancies (a "Constitutional
Majority"), were either members of the Board of Directors on the date of the
Company's Initial Public Offering or were nominated or elected a director by a
Constitutional Majority at the date of nomination or election of an Authorized
Board.

     4.10  "Initial Public Offering".  "Initial Public Offering" shall mean the
            -----------------------
Company's first offering of securities to the public which is registered
pursuant to the Securities Act.

V.   Eligibility and Participation

     Grants of ISOs may be made to Employees of the Company or any Participating
Subsidiary. Grants of NSOs may be made to Employees or directors of, or
consultants to, the Company or any Participating Subsidiary. Any director of the
Company or of a Participating Subsidiary who is also an Employee shall also be
eligible to receive ISOs. The Board or Committee shall from time to time
determine the Participants to whom Stock Options shall be granted, the number of
shares of Common Stock subject to each Stock Option to be granted to each such
Participant, and the Option Price of such Stock Options, all as provided in this
Plan. The Option Price of any ISO shall be not less than the Fair Market Value
of a share of Common Stock on the date on which the Stock Option is granted, and
the Option Price of an NSO shall be not less than eighty-five percent (85%) of
the Fair Market Value on the date the NSO is granted. If an ISO is granted to an
Employee who then owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any parent or subsidiary
corporation of the Company, the Option Price of such ISO shall be at least 110%
of the Fair Market Value of the Common Stock subject to the ISO at the time such
ISOs are granted, and such ISO shall not be exercisable after five years after
the date on which it was granted. Each Stock Option shall be evidenced by a
written agreement ("Option Agreement") containing such terms and provisions as
the Committee may determine, subject to the provisions of this Plan.

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VI.  Shares of Common Stock Subject to the Plan

     6.1.  Maximum Number.  The maximum aggregate number of shares of Common
           --------------
Stock that may be made subject to Stock Options shall be 7,022,206 authorized
shares. To the extent the aggregate Fair Market Value (determined as of the time
the ISO is granted) of the stock with respect to which ISOs are exercisable for
the first time by an individual in a particular calendar year exceeds $100,000,
such excess Stock Options shall be treated as NSOs. If any shares of Common
Stock subject to Stock Options are not purchased or otherwise paid for before
such Stock Options expire, such shares may again be made subject to Stock
Options.

     6.2.  Capital Changes.  In the event any changes are made to the shares of
           ---------------
Common Stock (whether by reason of reorganization, recapitalization, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or otherwise), appropriate adjustments shall be made in: (i)
the number of shares of Common Stock theretofore made subject to Stock Options,
and in the Option Price of said shares; and (ii) the aggregate number of shares
which may be made subject to Stock Options in the future. If any of the
foregoing adjustments shall result in a fractional share, the fraction shall be
disregarded, and the Company shall have no obligation to make any cash or other
payment with respect to such a fractional share.

VII. Exercise of Stock Options

     7.1   Time of Exercise.  Subject to the provisions of the Plan, the
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Committee, in its discretion, shall determine the time when a Stock Option, or a
portion of a Stock Option, shall become exercisable, and the time when a Stock
Option, or a portion of a Stock Option, shall expire. Such time or times shall
be set forth in the Option Agreement evidencing such Stock Option. Unless
otherwise specified in an Option Agreement, a Stock Option shall become
exercisable (i) with respect to 20% of the shares subject thereto on the
anniversary of the date of grant, and (ii) with respect to 1/48th of the shares
subject thereto at the end of each month after the first anniversary of the date
of grant, (so that all Stock Options are fully vested five (5) years after the
date of grant) subject to continued employment with the Company or a
Participating Subsidiary and Section 7.4 hereof. A Stock Option shall expire, to
the extent not exercised, no later than the tenth anniversary of the date on
which it was granted. The Committee may accelerate the vesting of any
Participant's Stock Option by giving written notice to the Participant. Upon
receipt of such notice, the Participant and the Company shall amend the Option
Agreement to reflect the new vesting schedule. The acceleration of the exercise
period of a Stock Option shall not affect the expiration date of that Stock
Option.

     7.2  Exchange of Outstanding Stock.  The Committee, in its sole discretion,
          -----------------------------
may permit a Participant to (i) surrender to the Company whole shares of Common
Stock previously acquired by the Participant and/or (ii) request that the
Company withhold whole shares of Common Stock issuable upon exercise of the
Stock Option, as part or full payment for the exercise of a Stock Option. Such
surrendered or withheld shares shall be valued at their Fair

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Market Value on the date of exercise. Shares credited to a Participant shall
again be available for grant under the Plan.

     7.3.  Use of Promissory Note; Exercise Loans.  The Committee may, in its
           --------------------------------------
sole discretion, impose terms and conditions, including conditions relating to
the manner and timing of payments, on the exercise of Stock Options. Such terms
and conditions may include, but are not limited to, permitting a Participant to
deliver to the Company his promissory note as full or partial payment for the
exercise of a Stock Option. The Committee, in its sole discretion, may authorize
the Company to make a loan to a Participant in connection with the exercise of
Stock Options, or authorize the Company to arrange or guarantee loans to a
Participant by a third party. Any loan by the Company or acceptance of a
promissory note shall be made in accordance with the corporate law of the
Company's state of incorporation.

     7.4.  Termination of Employment before Exercise.  If the employment of a
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Participant who was an employee of the Company or a Participating Subsidiary
when the Stock Option was granted shall terminate for any reason other than the
Participant's death or disability, any Stock Option granted to the Participant,
to the extent then exercisable under the applicable Option Agreement(s), shall
remain exercisable after the termination of the Participant's employment for a
period of three (3) months (but not later than the specified expiration date).
If the Participant's employment is terminated because the Participant is
disabled within the meaning of Section 22(e)(3) of the Code, any Stock Option
granted to the Participant, to the extent then exercisable under the applicable
Option Agreement(s), shall remain exercisable after the termination of his
employment for a period of twelve (12) months (but not later than the specified
expiration date). If the Participant dies while employed by the Company or a
Participating Subsidiary, or during the three-month or twelve-month periods
referred to above, his Stock Options may be exercised by the Participant's
estate, duly appointed representative or beneficiary who acquires the Stock
Options by will or by the laws of descent and distribution, to the extent that
they were exercisable on the date of cessation of his employment, but no further
installments of the Participant's Stock Options will become exercisable and each
of the Participant's Stock Options shall terminate on the first anniversary of
the date of the Participant's death (but not later than the specified expiration
dates). If a Stock Option is not exercised during the applicable period, it
shall be deemed to have been forfeited and of no further force or effect.

     Notwithstanding the foregoing provisions of this Section 7.4, but subject
to the other provisions of this Plan, the Option Agreement may specify longer
periods for exercise of a NSO or ISO (unless to do so in the case of an ISO
would cause the ISO not to qualify as an incentive stock option pursuant to
Section 422 of the Code) after any such an event.

     Upon action of the Committee in its sole discretion, except as provided in
a written employment or consulting agreement of the Company or a Participating
Subsidiary with the Participant, which is referenced in the Option Agreement,
any Stock Option shall terminate immediately, and may not be exercised, and any
exercise for which certificates for the shares have not been delivered to the
Participant shall be void and unwound: (i) if prior to the date of exercise
and/or delivery of such certificate(s) (but in any event not later than five (5)
days after

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date of exercise) Participant is terminated for cause as an Employee of the
Company or its Participating Subsidiary, or if not an Employee, for cause as a
director or consultant for the Company or its Participating Subsidiary; or (ii)
if subsequent to a Participant's termination and prior to the expiration of the
term of the Stock Option conditions arise or are discovered with respect to a
Participant that would have constituted cause for termination. "Cause" shall
have the meaning given to it in the Participant's written employment, consultant
or director agreement with the Company or Participating Subsidiary. If no such
written agreement exists, "cause" shall mean (i) dishonesty which is not the
result of an inadvertent or innocent mistake with respect to the Company or any
of its subsidiaries; (ii) willful misfeasance or nonfeasance of duty intended to
injure or having the effect of injuring in some material fashion the reputation,
business or business relationships of the Company or any of its subsidiaries or
any of their respective officers, directors or employees; (iii) conviction upon
a charge of any crime involving moral turpitude or a crime other than a vehicle
offense which could reflect in some material fashion unfavorably upon the
Company or any of its subsidiaries; or (iv) willful or prolonged absence from
work by the Participant (other than by reason of disability due to physical or
mental illness) or failure, neglect or refusal by the Participant to perform his
duties and responsibilities without the same being corrected upon twenty (20)
days prior written notice. In addition, unless specifically provided otherwise
in reference to this Plan in a written employment, consultant or director
agreement with the Company or Participating Subsidiary, "cause" for purposes of
this Section 7.4 shall exist (and termination of the Stock Option may occur even
if not so provided in the written employment, consultant or director agreement
with the Company or Participating Subsidiary) if the Participant materially
breaches any provision of an agreement with the Company or any of its
subsidiaries with respect to obligations regarding non-competition,
confidentiality, non-solicitation of customers, and non-hire of customers and
employees of the Company or a Subsidiary, or if the Participant commits a
material breach of any other obligation to the Company or any of its
subsidiaries under conditions where the existence of this risk of termination of
the Stock Option would not constitute a substantial risk of forfeiture under
Section 83 of the Code if Section 83 of the Code would apply in respect of such
Stock Options in such circumstance and require such Stock Option to be treated
as taxable income to the Participant prior to exercise or transfer of the Stock
Option.

     7.5.  Disposition of Forfeited Stock Options.  Any shares of Common Stock
           --------------------------------------
subject to Stock Options forfeited by a Participant shall not thereafter be
eligible for purchase by the Participant, but may be made subject to Stock
Options granted to other Participants.

     7.6.  Conditions of Exercise.  Notice of exercise shall be in the form
           ----------------------
attached to the Option Agreement and shall, in the discretion of the Company,
contain a representation, in the form provided by the Company, that the shares
are being purchased for investment only and not for resale or distribution, and
such other representations and agreements as the Company may reasonably require,
and may in addition require as a condition of exercise that the Participant
execute any stockholders agreement which is to be applicable to either: (i)
holders of 70% or more of the capital stock of the Company or (ii) holders of
60% or more of the Stock Options granted under this Plan. The Company may also
require as a condition of exercise that the Participant will agree, if requested
by the Company in connection with a public offering of the

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Company's securities, to adhere to lock-up arrangements between the Company and
an underwriter involved in such public offering.

VIII. No Contract of Employment

      Nothing in this Plan shall confer upon the Participant the right to
continue as an employee, consultant or director of the Company or any
Participating Subsidiary, nor shall it interfere in any way with the right of
the Company, or any Participating Subsidiary, to discharge the Participant at
any time for any reason whatsoever, with or without cause. Nothing in this
Article VIII shall affect any rights or obligations of the Company or any
Participant under any written contract of employment.

IX.   No Rights as a Stockholder

      A Participant shall have no rights as a stockholder with respect to any
shares of Common Stock subject to a Stock Option. Except as provided in
Section 6.2, no adjustment shall be made in the number of shares of Common Stock
issued to a Participant, or in any other rights of the Participant upon exercise
of a Stock Option by reason of any dividend, distribution or other right granted
to stockholders for which the record date is prior to the date of exercise of
the Participant's Stock Option. The Committee, the Board and the Company have no
continuing duty to provide a Participant with information concerning the
Company.

X.    Assignability

      No Stock Option granted under this Plan, nor any other rights acquired by
Participant under this Plan, shall be assignable or transferable by a
Participant, other than by will or the laws of descent and distribution.
Notwithstanding the preceding sentence, the Committee, in its sole discretion,
may permit the assignment or transfer of an NSO and the exercise thereof by a
person other than a Participant, on such terms and conditions as the Committee
in its sole discretion may determine. Any such terms shall be set forth in the
Option Agreement. In the event of a Participant's death, the Stock Option may be
exercised by the personal representative of the Participant's estate or by the
successor or successors in interest determined under the Participant's will or
under the applicable laws of descent and distribution. The terms of any rights
under this Plan in the hands of a transferee or assignee shall be determined as
if held by the Participant and shall be of no greater extent or term than if the
transfer or assignment had not taken place.

XI.   Corporate Transactions and Changes in Control

      11.1.   At least ten (10) days prior to the consummation of a Corporate
Transaction, the Company shall give Participants written notice of the proposed
Corporate Transaction. The vesting schedules of all Stock Options shall
automatically be accelerated so that the Stock Options shall become exercisable
as to those shares which could be purchased under those vesting schedules 12
months after the date of consummation of the Corporation Transaction. In
addition, at the sole discretion of the Committee, the vesting schedule of some
or all other Stock

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Options may be accelerated so that all or any portion of Stock Options
outstanding under the Plan immediately prior to the consummation of the
Corporate Transaction shall, for all purposes under this Plan, become
exercisable as of such time. If a Corporate Transaction is to occur, in lieu of
allowing a Participant to exercise the Participant's Stock Options, the Board
may, in its sole discretion, require some or all Participants to accept a cash
payment in consideration for the termination of the Participant's Stock Options.
The termination shall occur immediately prior to the consummation of the
Corporate Transaction and the cash payment shall be equal to the difference
between the price per share of Common Stock in the Corporate Transaction as
determined by the Board and the exercise price of a Participant's Stock Options.
All Stock Options, to the extent not previously exercised, shall terminate upon
the consummation of such Corporate Transaction and cease to be exercisable
unless expressly assumed by the successor corporation or parent thereof.
Provided, however, that if the Corporate Transaction is to be accounted for as a
"pooling-of-interest," then unexercised stock options shall be exchanged for
similar options of the acquiror or surviving entity or voting common stock of
the acquiror or surviving entity based on the value of the options, as and to
the extent required by APB No. 16, accounting pronouncements of the Securities
and Exchange Commission, and other authoritative principles and pronouncements
concerning pooling-of-interest accounting. Notwithstanding the foregoing, the
vesting of a Participant's Stock Options shall not be accelerated (if and to the
extent requested in writing by the Participant) upon a Corporate Transaction if
the participant is a "disqualified individual" as that term is defined in
Section 280G of the Internal Revenue Code.

      11.2.  The vesting schedules of all Stock Options shall be automatically
accelerated so that the Stock Options shall become exercisable as to all shares
subject to the Stock Options if the Participant's employment is terminated
without cause by the Company within one (1) year following a Change in Control.
"Without cause" means that "cause" did not exist as defined in Section 7.4.

      11.3   The employment, consulting or directorship agreement, or the Option
Agreement of a Participant may contain terms which vary from Sections 11.1 and
11.2 upon approval of the Board and the Committee.

XII.  Amendment

      The Board of Directors may from time to time alter, amend, suspend or
discontinue the Plan, including, where applicable, any modifications or
amendments as it shall deem advisable in order that ISOs will be classified as
incentive stock options under the Code, or in order to conform to any regulation
or to any change in any law or regulation applicable thereto; provided, however,
that no such action shall adversely affect the rights and obligations with
respect to Stock Options at any time outstanding under the Plan; and provided
further that no such action shall, without the approval of the stockholders of
the Company, (i) increase the maximum number of shares of Common Stock that may
be made subject to Stock Options (unless necessary to effect the adjustments
required by Section 6.2), (ii) materially modify the requirements as to
eligibility for participation in the Plan, or (iii) materially increase the
benefits accruing to Participants under the Plan.

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XIII.  Registration of Optioned Shares

       Stock Options shall not be exercisable unless the purchase of such
optioned shares is pursuant to an applicable effective registration statement
under the Securities Act and applicable state securities laws or unless, in the
opinion of counsel to the Company, the proposed purchase of such optioned shares
would be exempt from the registration requirements of the Securities Act and
from the registration or qualification requirements of applicable state
securities laws. Any certificates for such shares shall bear such legends as
deemed appropriate by the Committee.

XIV.   Withholding Taxes

       The Company or Participating Subsidiary may take such steps as it may
deem necessary or appropriate for the withholding of any taxes or funds
(including the withholding of shares of Common Stock otherwise issuable which
have appropriate Fair Market Value) which the Company or the Participating
Subsidiary is required by any law or regulation of any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with any Stock Options.

XV.    Brokerage Arrangements

       The Committee, in its discretion, may enter into arrangements with one or
more banks, brokers or other financial institutions to facilitate the
disposition of shares acquired upon the exercise of Stock Options including,
without limitation, arrangements for the simultaneous exercise of Stock Options
and the sale of shares acquired upon exercise.

XVI.   Nonexclusivity of the Plan

       Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval shall be construed as creating
any limitations on the power or authority of the Board to adopt such other or
additional incentive or other compensation arrangements of whatever nature as
the Board of Directors may deem necessary or desirable or preclude or limit the
continuation of any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees generally, or to any class or group
of employees, which the Company or any Participating Subsidiary now has lawfully
put into effect, including, without limitation, any retirement, pension, savings
and stock purchase plan, insurance, death and disability benefits and executive
short-term or long-term incentive plans.

XVII.  Special California Provisions

       17.1  Special Provisions.  In order for the grant or exercise of a Stock
             ------------------
Option to be exempt from the securities laws of the State of California:  (i)
the total number of shares issuable upon exercise of all outstanding Stock
Options plus the total number of shares issuable under any stock option, stock
bonus or similar plan of the Company may not exceed thirty percent (30%) of the
then outstanding shares of capital stock of the Company, measured on an as
converted to

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common basis; (ii) the Option Price of all Stock Options shall be at least 110%
of Fair Market Value of a share of Common Stock if the Participant owns more
than ten percent (10%) of the combined voting power of all classes of stock of
the Company; (iii) no Stock Option shall be exercisable more than 120 months
from date of grant; (iv) each Participant located in California shall receive
the annual financial statements of the Company; and (v) each Participant shall
be delivered a copy of this Plan, as amended, with each Option Agreement.

XVIII.   Effective Date

     The 1997 Stock Option Plan was adopted by the Board and the stockholders of
the Company on February 3, 1997. This Plan was adopted by the Board on October
14, 1999 and by the Company's stockholders on October 21, 1999. The effective
date of this Plan is February 3, 1997. However, if such approval is not obtained
all provisions of this Plan, and all grants hereunder, shall nevertheless be
effective except that all ISOs shall be NSOs. No Stock Options shall be granted
subsequent to ten years after the effective date of the Plan. Stock Options
outstanding subsequent to ten years after the effective date of the Plan shall
continue to be governed by the provisions of the Plan.

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                      NON-STATUTORY STOCK OPTION AGREEMENT


     This NON-STATUTORY STOCK OPTION AGREEMENT is made ________, 199___, between
INTEK INFORMATION, INC. (hereinafter referred to as the "Company"), and
_______________ (hereinafter referred to as "Optionee").

     WHEREAS, Optionee is an important and valuable contributor to the Company
and the Company deems it to be in its interest and in the interest of its
shareholders to secure the services of Optionee for the Company or such of its
subsidiary companies as may be designated by the Company; and

     WHEREAS, the Company, as an incentive to Optionee to continue to serve the
Company or its subsidiaries and to increase Optionee's proprietary interest in
the Company, desires to enter into this Agreement containing the terms and
conditions hereinafter set forth and to grant Optionee an option to purchase
shares of the Common Stock of the Company.

     NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
parties agree as follows:

     1.   Grant of Option.  In consideration of the foregoing, the Company
          ---------------
hereby grants to Optionee the right and option (hereinafter referred to as "the
option") to purchase __________ shares of the Company's Common Stock ("Shares")
pursuant to the following schedule: subject to Section 7.4 of the Company's 1997
Amended and Restated Stock Option Plan ("Plan"), _____________________.  The
option shall terminate on the tenth anniversary of the date hereof and,
accordingly, may not be exercised after that date. The purchase price to be paid
for such Shares upon exercise of the option shall be $______ per share, being
not less than the percentage of fair market value of the Shares on the date of
this Agreement required under the Plan. This option is granted pursuant to, and
is subject to the terms and conditions of the Plan, a copy of which has been
furnished to Optionee and receipt of which Optionee hereby acknowledges.

     2.   Method of Exercising Option.  The option may be exercised, in whole at
          ---------------------------
any time or in part from time to time, by giving to the Company notice in
writing to that effect.  Within thirty (30) days after the receipt by it of
notice of exercise of the option and upon due satisfaction of all conditions
pertaining to the option as set forth in this Agreement, the Company shall cause
certificates for the number of Shares with respect to which the option is
exercised to be issued in the name of Optionee, or his executors,
administrators, or other legal representatives, heirs, legatees, next of kin, or
distributees, and to be delivered to Optionee or his executors, administrators,
or other legal representatives, heirs, legatees, next of kin, or distributees.
Payment of the purchase price for the shares with respect to which the option is
exercised shall be made to the Company upon the delivery of such stock, together
with revenue stamps or checks in an amount sufficient to pay any stock transfer
taxes required on such delivery. The Company shall give the person or persons
entitled to the same at least five (5) days' notice of the time and place for
delivery and for the payment of such purchase price.

                                      -12-
<PAGE>

     3.   Conditions of Option.  The option is subject to the following
          --------------------
additional conditions:

          (a)  The option herein granted to Optionee shall not be transferable
     by Optionee other than by will or the laws of descent and distribution, and
     shall be exercisable, during his lifetime, only by him.

          (b)  The option may be exercised by Optionee pursuant to the terms of
     the Plan, but only to the extent that Optionee had the right to exercise
     such option at the date of termination of the Optionee's service to the
     Company.


     4.   Representation as to Investment.  Unless the Option and the shares are
          -------------------------------
registered pursuant to a then effective registration statement pursuant to the
Securities Act of 1933 and applicable state law, the exercise of such option and
the delivery of the Shares subject to it will be contingent upon the Company
being furnished by Optionee, his legal representatives, or other persons
entitled to exercise such option, with a statement in writing, in substantially
the form attached as Exhibit 2 hereto, that at the time of such exercise it is
his or their intention to acquire the Shares being purchased solely for
investment purposes and not with a view to distribution.

     5.   Notices.  Any notice to be given by Optionee as required by this
          -------
Agreement shall be sent to the Company at its principal executive offices and
any notice from the Company to Optionee shall be sent to Optionee at his address
as it appears on the Company's books and records. Either party may change the
address to which notices are to be sent by informing the other party in writing
of the new address.

     6.   Restriction Against Assignment.  Except as otherwise expressly
          ------------------------------
provided above, Optionee agrees on behalf of himself and of his executors and
administrators, heirs, legatees, distributees, and any other person or persons
claiming any benefits under him by virtue of this Agreement, that this Agreement
and the rights, interests, and benefits under it shall not be assigned,
transferred, pledged, or hypothecated in any way by Optionee or any executor,
administrator, heir, legatee, distributee, or other person claiming under
Optionee by virtue of this Agreement. Such rights, interest, or benefits shall
not be subject to execution, attachment, or similar process. Any attempted
assignment, transfer, pledge or hypothecation, or other disposition of this
Agreement or of such rights, interests, and benefits contrary to the preceding
provisions, or the levy of any attachment or similar process thereupon, shall be
null and void and without effect.

     7.   Further Agreements.  The undersigned agrees, in connection with the
          ------------------
issuance of the Shares, and thereafter from time to time as requested by the
Company, to execute any stockholders agreement as provided in the Plan.  The
undersigned will, if requested, by the Company in connection with a public
offering of the Company's securities, adhere to lock-up arrangements between the
Company and an underwriter involved in such public offering.

                                      -13-
<PAGE>

     At such times as the Company intends (if ever) to be taxed as an "S
Corporation" for Federal income tax purposes, the undersigned will take all
actions concerning his ownership and transfer of the shares to not cause a loss
of such status.

     IN WITNESS WHEREOF, the Company and the Optionee have executed this Non-
Statutory Stock Option Agreement as of the day and year first above written.

ATTEST:                       INTEK INFORMATION, INC.


By:________________________              By:___________________________
     Secretary                           President

                                         ______________________________
                                         ______________, Optionee

                                      -14-
<PAGE>

EXHIBIT 1

                               NOTICE OF EXERCISE

TO:  INTEK INFORMATION, INC.

1.   The undersigned hereby elects to purchase ___________________ shares of
     Common Stock of INTEK INFORMATION, INC.  pursuant to the terms of the
     attached Non-statutory Stock Option Agreement, and tenders herewith payment
     of the purchase price of such shares in full.

2.   Please issue a certificate or certificates representing said shares of
     Common Stock in the name of the undersigned or in such other name as is
     specified below:

                             ___________________________
                                      (Name)


                             ___________________________
                             ___________________________
                             ___________________________
                                    (Address)


Date:                        _______________________________
                             Optionee

                                      -15-
<PAGE>

EXHIBIT 2

                      INVESTMENT REPRESENTATION STATEMENT

TO:  INTEK INFORMATION, INC.

With respect to the ____________________ shares of Common Stock ("Shares") of
INTEK INFORMATION, INC. ("Company") which the undersigned ("Purchaser") has
purchased from the Company today, the Purchaser hereby represents and warrants
as follows:

1.   The Purchaser acknowledges that he has received no formal prospectus or
     offering memorandum describing the business and operations of the Company.
     He has, however, by virtue of his relationship with the Company, been given
     access to all information that he believes is material to his decision to
     purchase the Shares. The Purchaser has had the opportunity to ask questions
     of, and receive answers from, representatives of the Company concerning its
     business operations. Any questions raised by the Purchaser have been
     answered to his satisfaction.

2.   The Shares are being acquired by the Purchaser for his account, for
     investment purposes only, and not with a view to the distribution or resale
     thereof.

3.   No representations or promises have been made concerning the marketability
     or value of the Shares. The Purchaser understands that there is currently
     no market for the transfer of the Shares. The Purchaser further
     acknowledges that, because the Shares have not been registered under the
     Securities Act of 1933, and cannot be resold unless they are subsequently
     registered under said Act or an exemption from registration is available,
     the Purchaser must continue to bear the economic risk of his investment in
     the Shares for an indefinite period of time. Specifically, the Purchaser
     agrees that the Shares may not be transferred until the Company has
     received an opinion of counsel reasonably satisfactory to it that the
     proposed transfer will not violate federal or state securities laws unless
     the Company receives this requirement. The Company has not agreed or
     represented to the Purchaser that the Shares will be purchased or redeemed
     from the Purchaser at any time in the future. Further, there have been no
     representations, promises, or agreements that the Shares will be registered
     under the Securities Act of 1933 at any time in the future or otherwise
     qualified for sale under the applicable securities laws. The Purchaser
     further understands that a notation will be made on the appropriate records
     of the Company and on the Stock Certificate representing the Shares so that
     the transfer of Shares will not be effected on those records without
     compliance with the restrictions referred to above.

Date:                               _________________________________________
                                    Purchaser

                                      -16-
<PAGE>

                        INCENTIVE STOCK OPTION AGREEMENT


     This INCENTIVE STOCK OPTION AGREEMENT is made ________, 199___, between
INTEK INFORMATION, INC. (hereinafter referred to as the "Company"), and
_______________ (hereinafter referred to as "Optionee").

     WHEREAS, Optionee is an important and valuable employee of the Company and
the Company deems it to be in its interest and in the interest of its
shareholders to secure the services of Optionee for the Company or such of its
subsidiary companies as may be designated by the Company; and

     WHEREAS, the Company, as an incentive to Optionee to continue to remain in
the employment of the Company or its subsidiaries and to increase Optionee's
proprietary interest in the Company, desires to enter into this Agreement
containing the terms and conditions hereinafter set forth and to grant Optionee
an option to purchase shares of the Common Stock of the Company.

     NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
parties agree as follows:

     1.   Grant of Option.  In consideration of the foregoing, the Company
          ---------------
hereby grants to Optionee the right and option (hereinafter referred to as "the
option") to purchase __________ shares of the Company's Common Stock ("Shares")
pursuant to the following schedule: subject to Section 7.4 of the Company's 1997
Amended and Restated Stock Option Plan (the "Plan"), _______________________.
The option shall terminate on the tenth anniversary of the date hereof and,
accordingly, may not be exercised after that date. The purchase price to be paid
for such Shares upon exercise of the option shall be $______ per share, being at
least the fair market value of the Shares on the date of this Agreement. This
option is granted pursuant to, and is subject to the terms and conditions of the
Plan, a copy of which has been furnished to Optionee and receipt of which
Optionee hereby acknowledges.

      2.  Method of Exercising Option.  The option may be exercised, in whole at
          ---------------------------
any time or in part from time to time, by giving to the Company notice in
writing to that effect. Within thirty (30) days after the receipt by it of
notice of exercise of the option and upon due satisfaction of all conditions
pertaining to the option as set forth in this Agreement, the Company shall cause
certificates for the number of Shares with respect to which the option is
exercised to be issued in the name of Optionee, or his executors,
administrators, or other legal representatives, heirs, legatees, next of kin, or
distributees, and to be delivered to Optionee or his executors, administrators,
or other legal representatives, heirs, legatees, next of kin, or distributees.
Payment of the purchase price for the shares with respect to which the option is
exercised shall be made to the Company upon the delivery of such stock, together
with revenue stamps or checks in an amount sufficient to pay any stock transfer
taxes required on such delivery. The Company shall give the person or persons
entitled to the same at least five (5) days' notice of the time and place for
delivery and for the payment of such purchase price.

                                      -17-
<PAGE>

      3.  Conditions of Option.  The option is subject to the following
          --------------------
additional conditions:

          (a)  The option herein granted to Optionee shall not be transferable
     by Optionee other than by will or the laws of descent and distribution, and
     shall be exercisable, during his lifetime, only by him.

          (b)  The option may be exercised by Optionee pursuant to the terms of
     the Plan, but only to the extent that Optionee had the right to exercise
     such option at the date of termination of the Optionee's employment with
     the Company.

     4.   Representation as to Investment.  Unless the Option and the shares are
          -------------------------------
registered pursuant to a then effective registration statement pursuant to the
Securities Act of 1933 and applicable state law, the exercise of such option and
the delivery of the Shares subject to it will be contingent upon the Company
being furnished by Optionee, his legal representatives, or other persons
entitled to exercise such option, with a statement in writing, in substantially
the form attached as Exhibit 2 hereto, that at the time of such exercise it is
his or their intention to acquire the Shares being purchased solely for
investment purposes and not with a view to distribution.

     5.   Qualification of Option.  The option is intended to qualify as an
          -----------------------
incentive stock option within the meaning of the Internal Revenue Code of 1986,
as amended, and shall be so construed, provided, however, that nothing herein
shall be deemed to be or interpreted as a representation, guarantee, or other
undertaking on the part of the Company that such option is or will be determined
to be an incentive stock option within that or any other section of the Internal
Revenue Code.

     6.   Notices.  Any notice to be given by Optionee as required by this
          -------
Agreement shall be sent to the Company at its principal executive offices and
any notice from the Company to Optionee shall be sent to Optionee at his address
as it appears on the Company's books and records. Either party may change the
address to which notices are to be sent by informing the other party in writing
of the new address.

     7.   Restriction Against Assignment.  Except as otherwise expressly
          ------------------------------
provided above, Optionee agrees on behalf of himself and of his executors and
administrators, heirs, legatees, distributees, and any other person or persons
claiming any benefits under him by virtue of this Agreement, that this Agreement
and the rights, interests, and benefits under it shall not be assigned,
transferred, pledged, or hypothecated in any way by Optionee or any executor,
administrator, heir, legatee, distributee, or other person claiming under
Optionee by virtue of this Agreement. Such rights, interest, or benefits shall
not be subject to execution, attachment, or similar process. Any attempted
assignment, transfer, pledge or hypothecation, or other disposition of this
Agreement or of such rights, interests, and benefits contrary to the preceding
provisions, or the levy of any attachment or similar process thereupon, shall be
null and void and without effect.

     8.   Further Agreements.  The undersigned agrees, in connection with the
          ------------------
issuance of the Shares, and thereafter from time to time as requested by the
Company, to execute any stockholders agreement as provided in the Plan.  The
undersigned will, if requested, by the Company in

                                      -18-
<PAGE>

connection with a public offering of the Company's securities, adhere to lock-up
arrangements between the Company and an underwriter involved in such public
offering.

     At such times as the Company intends (if ever) to be taxed as an "S
Corporation" for Federal income tax purposes, the undersigned will take all
actions concerning his ownership and transfer of the shares to not cause a loss
of such status.

     IN WITNESS WHEREOF, the Company and the Optionee have executed this
Incentive Stock Option Agreement as of the day and year first above written.

ATTEST:                       INTEK INFORMATION, INC.


By:________________________              By:___________________________
     Secretary                           President

                                         ______________________________
                                         ______________, Optionee

                                      -19-
<PAGE>

EXHIBIT 1

                               NOTICE OF EXERCISE

TO:  INTEK INFORMATION, INC.

1.   The undersigned hereby elects to purchase ___________________ shares of
     Common Stock of INTEK INFORMATION, INC.  pursuant to the terms of the
     attached Incentive Stock Option Agreement, and tenders herewith payment of
     the purchase price of such shares in full.

2.   Please issue a certificate or certificates representing said shares of
     Common Stock in the name of the undersigned or in such other name as is
     specified below:

                       ________________________________
                                    (Name)


                       ________________________________
                       ________________________________
                       ________________________________
                                   (Address)

Date:                    _______________________________
                         Optionee

                                      -20-
<PAGE>

EXHIBIT 2

                      INVESTMENT REPRESENTATION STATEMENT

TO:  INTEK INFORMATION, INC.

With respect to the ____________________ shares of Common Stock ("Shares") of
INTEK INFORMATION, INC. ("Company") which the undersigned ("Purchaser") has
purchased from the Company today, the Purchaser hereby represents and warrants
as follows:

1.   The Purchaser acknowledges that he has received no formal prospectus or
     offering memorandum describing the business and operations of the Company.
     He has, however, by virtue of his relationship with the Company, been given
     access to all information that he believes is material to his decision to
     purchase the Shares. The Purchaser has had the opportunity to ask questions
     of, and receive answers from, representatives of the Company concerning its
     business operations. Any questions raised by the Purchaser have been
     answered to his satisfaction.

2.   The Shares are being acquired by the Purchaser for his account, for
     investment purposes only, and not with a view to the distribution or resale
     thereof.

3.   No representations or promises have been made concerning the marketability
     or value of the Shares. The Purchaser understands that there is currently
     no market for the transfer of the Shares. The Purchaser further
     acknowledges that, because the Shares have not been registered under the
     Securities Act of 1933, and cannot be resold unless they are subsequently
     registered under said Act or an exemption from registration is available,
     the Purchaser must continue to bear the economic risk of his investment in
     the Shares for an indefinite period of time. Specifically, the Purchaser
     agrees that the Shares may not be transferred until the Company has
     received an opinion of counsel reasonably satisfactory to it that the
     proposed transfer will not violate federal or state securities laws unless
     the Company receives this requirement. The Company has not agreed or
     represented to the Purchaser that the Shares will be purchased or redeemed
     from the Purchaser at any time in the future. Further, there have been no
     representations, promises, or agreements that the Shares will be registered
     under the Securities Act of 1933 at any time in the future or otherwise
     qualified for sale under the applicable securities laws. The Purchaser
     further understands that a notation will be made on the appropriate records
     of the Company and on the Stock Certificate representing the Shares so that
     the transfer of Shares will not be effected on those records without
     compliance with the restrictions referred to above.

Date:                               _________________________________________
                                    Purchaser

                                      -21-