OMNIS TECHNOLOGY CORPORATION
                        INCENTIVE STOCK OPTION AGREEMENT
                                     [2000]


     This Incentive  Stock Option  Agreement  ("Agreement")  is made and entered
into as of February  22, 2000  ("Grant  Date") by and between  Omnis  Technology
Corporation,  a  Delaware  corporation  (the  "Company"),  and  JERALD  LIPSCOMB
("Optionee").


                              W I T N E S S E T H:

         A. The Board of  Directors  of the  Company  ("Board")  has adopted the
Omnis  Technology  Corporation  1999  Stock  Option  Plan to  create  additional
incentives for certain valued employees, directors,  consultants and advisors of
the Company or its parent or subsidiary and to promote the financial success and
progress of the Company and such parents and  subsidiaries.  For purposes hereof
the  "Plan" and all  section  references  therein  shall be defined as said 1999
Stock Option Plan as amended or superseded during the term of this Agreement.

         B.  Optionee  is a  valued  employee  of the  Company  or a  parent  or
subsidiary  thereof,  and this  Incentive  Stock  Option  Agreement  is executed
pursuant  to,  and is  intended  to  carry  out the  purposes  of,  the  Plan in
connection  with the grant by the  Company to  Optionee  of an  incentive  stock
option as  defined by  Section  422 of the  Internal  Revenue  Code of 1986,  as
amended or superseded (the "Code").

         NOW, THEREFORE, it is agreed as follows:

         1. Grant of  Option.  Subject  to and upon the  terms,  conditions  and
restrictions set forth in this Agreement and the Plan, the Company hereby grants
to  Optionee  as of the Grant  Date an  incentive  stock  option  ("Option")  to
purchase up to Twenty Thousand  (20,000) shares ("Option  Shares") of the common
stock of the Company  during the Term hereof (as defined in Section 3 hereof) at
an Option Price of Twelve Dollars ($12.00) per share. For these purposes "Option
Shares"  also shall  include  such stock or other  securities  as defined by the
Plan.

         2. Right to Exercise; Vesting.

            a. Subject to the  expiration or earlier  termination of the Term of
the Option and to Section 2(b) hereof, Optionee shall have the right to exercise
the Option in accordance with the following three (3) year vesting schedule:

                                       1



<PAGE>

              (i)  Optionee  shall  have no  right to  exercise  any part of the
         Option  at any time  prior to the  expiration  of one (1) year from the
         Grant Date;

              (ii) The Option  shall become  exercisable  with respect to Thirty
         Three and Three Hundred Thirty Three  Thousandths  Percent (33.333%) of
         the Option  Shares upon the  expiration  of one (1) year from the Grant
         Date; and

              (iii) The Option thereafter shall become  exercisable with respect
         to an  additional  Two Point Seven Hundred  Seventy  Seven  Thousandths
         Percent  (2.777%)  of the  Option  Shares on the last day of each month
         that commences following the Grant Date.

         b. In addition  to any Option  Shares  that  become  exercisable  under
Section 2(a) hereof,

              (i) If the employment of Optionee  under the Employment  Agreement
dated as of November  24, 1999  between  Optionee  and the Company  ("Employment
Agreement")  is  terminated  by the Company  without  "cause" (as defined in the
Employment  Agreement)  on or before the  expiration  of six (6) months from the
Grant Date,  then upon the effective date of such  termination  the Option shall
become exercisable with respect to Sixteen and Six Hundred Sixty Six Thousandths
Percent (16.666%) of the Option Shares.  For example,  if the Company terminates
Optionee's  employment  without  cause on July 15,  2000,  then the Option shall
become exercisable with respect to 3,333 of the Option Shares on such date.

              (ii) If the employment of Optionee under the Employment  Agreement
is  terminated  by the Company  without  "cause"  (as defined in the  Employment
Agreement) after six (6) months from the Grant Date but before one (1) year from
the Grant Date,  then upon the  effective  date of such  termination  the Option
shall become  exercisable  with respect to Two Point Seven Hundred Seventy Seven
Thousandths  Percent  (2.777%) of the Option Shares  multiplied by the number of
Complete  Months  that  commenced  with the Grant  Date and ended  prior to such
termination. For these purposes "Complete Months" shall be defined as the period
that  commences on the 22nd day of each calendar  month and ends at the close of
business on the 21st day of the following calendar month (such as May 22 through
June 21). For example, if the Company terminates  Optionee's  employment without
cause on November 19,  2000,  the Option  shall be  exercisable  with respect to
4,998 of the Option Shares on such date.

         c. Exercisable installments may be exercised by Optionee in whole or in
part and to the extent not exercised  shall  accumulate  and be  exercisable  as
provided.  The Company shall not be required to issue  fractional  shares at any
time; and any fractional  shares  remaining in the Option following any exercise
thereof shall be rounded down to the next nearest whole number of Shares.

                                       2

<PAGE>


     3. Option Term. Subject to earlier termination as provided for in the Plan,
the specified term of the Option  ("Term") shall be the period  commencing as of
the Grant  Date and  ending on the  expiration  of ten (10) years from the Grant
Date.  Upon the  expiration of the Term or earlier  termination of the Option as
provided for in the Plan, the Option shall cease to be exercisable  and shall be
of no further force or effect.  Such events of earlier  termination  include but
are not limited to termination of the employment of Optionee.

     4. Non-Transferable.  The Option shall not be transferable or assignable by
Optionee  other than by will or the laws of descent  and  distribution,  and the
Option may be  exercised  during the  lifetime of Optionee  solely by  Optionee.
Subject to the foregoing, all transfers or assignments or attempted transfers or
assignments  of the Option or this Agreement  shall be void ab initio.

     5. Plan; Controlling Terms.

         a. The Option granted hereunder and this Agreement shall be governed by
and subject to each and all of the terms and  provisions  of the Plan,  which is
hereby incorporated by reference in its entirety. All capitalized or other terms
not defined  herein shall have the same meaning as in the Plan.  In the event of
any  conflict  between  the Plan and this  Agreement,  the Plan  shall  control.
Optionee  acknowledges  receipt  of a copy of the  Plan and the  opportunity  to
review the Plan and to consult  with his or her legal  advisors  concerning  the
Plan and this  Agreement.

         b. OPTIONEE  ACKNOWLEDGES  AND AGREES THAT THE PLAN CONTAINS  IMPORTANT
TERMS  AND  PROVISIONS  THAT  WILL  APPLY TO AND  CONTROL  THE  OPTION  AND THIS
AGREEMENT.  THOSE TERMS INCLUDE  WITHOUT  LIMITATION  IMPORTANT  CONDITIONS  AND
LIMITATIONS  ON  THE  RIGHT  OF  OPTIONEE  TO  EXERCISE  THE  OPTION;  IMPORTANT
RESTRICTIONS  ON THE RIGHT OF  OPTIONEE  TO  TRANSFER  THE  OPTION OR THE OPTION
SHARES  RECEIVED UPON EXERCISE OF THE OPTION;  EARLY  TERMINATION  OF THE OPTION
FOLLOWING  THE  OCCURRENCE  OF  CERTAIN  EVENTS,  INCLUDING  TERMINATION  OF THE
EMPLOYMENT OF OPTIONEE FOR ANY REASON; PROCEDURES FOR EXERCISING THE OPTION; TAX
WITHHOLDING  AND NOTICE  OBLIGATIONS;  AND OTHER  SUBSTANTIAL  RESTRICTIONS  AND
OBLIGATIONS IN ADDITION TO THOSE IN THIS AGREEMENT.


                                       3

<PAGE>

     6.  Tax Status of Option.

         a. The Option is intended to be an incentive stock option as defined by
Section 422 of the Code for United States tax purposes, but the Company does not
represent or warrant that the Option so qualifies.  Optionee should consult with
his or her own tax  advisors  regarding  the tax  effects  of the Option and the
requirements  for favorable tax treatment under Section 422 and other provisions
of the Code and other tax  consequences  of the  Option  under  applicable  law,
including but not limited to holding period  requirements.  Without limiting the
foregoing,  in the event that the aggregate value of the Option Shares under the
Option and all other incentive stock options held by Optionee  (whether  granted
by the  Company or any parent or  subsidiary  corporation  thereof)  exceeds the
dollar  amount or other  limitations  then  applicable  under the Code when such
options are first  exercisable,  all or part of the Option may not qualify as an
incentive stock option under the Code.

         b. Optionee  hereby  acknowledges  that the rules and  requirements  of
Section 83 of the Code,  including  without  limitation  the election  available
under Section 83(b)  thereof,  may be applicable to the receipt of Option Shares
by  Optionee  pursuant  to this  Agreement  and the Plan.  In the event that the
Option or any part thereof is not classified as an incentive  stock option under
Section 422 of the Code,  Optionee  acknowledges that the exercise of the Option
and the filing or failure to file an election under Code Section 83(b) in timely
manner may result in adverse tax  consequences to Optionee.

     7. Acceleration of Exercise Right In Certain Events.

         a. Acceleration Events. Notwithstanding any other right to exercise the
Option,  the Option shall become fully  exercisable  during the fifteen (15) day
period  ("Accelerated  Exercise  Period")  immediately  prior  to the  scheduled
consummation of:

             (i) The sale or other  transfer of more than Fifty Percent (50%) of
the  capital  stock  of the  Company  in one or more  related  transactions  for
material  consideration  to any person or entity or group of persons or entities
not  previously  shareholders  of the Company and not owned or  controlled  by a
majority of the  previous  shareholders  of the Company,  with such  shareholder
status  determined  immediately  prior to the  transaction;  or

             (ii) The sale or other transfer of all or substantially  all of the
assets of the Company in one or more  related  transactions  not in the ordinary
course of the business of the Company to  unrelated  third  parties,  whether by
sale,   exchange,   merger,   consolidation,   reorganization,   dissolution  or
liquidation (collectively "Acceleration Events");


                                       4

<PAGE>

other than (1) any public  offering of capital  stock of the Company in a Public
Market (as defined in the Plan);  (2) any  transaction in which the Company is a
surviving  parent of the  transferee  corporation  or  entity or is a  surviving
subsidiary of a transferee parent corporation or entity owned or controlled by a
majority of the  previous  shareholders  of the Company,  with such  shareholder
status determined immediately prior to the transaction; (3) any sale or transfer
of the  capital  stock  owned  or  controlled  by the  majority  shareholder  or
shareholders  of the Company to trusts or  comparable  entities  for the primary
benefit of such shareholders or their family members or to the estate,  heirs or
devisees of any such  shareholder  in the event of his or her death;  or (4) any
transaction  in which the  Company  reincorporates  in another  jurisdiction  or
engages in other  internal  reorganization  or changes  in  corporate  structure
without the receipt of consideration; none of which shall be Acceleration Events
hereunder.

         b.  Substitution  or  Assumption of Option.  Notwithstanding  any other
provision  hereof,  no accelerated  exercise of the Option shall be permitted if
the terms of the Acceleration Event provide,  as a condition of the consummation
of such transaction,  that the Option (or class of outstanding  options of which
the Option is a part)  shall  either be assumed by a successor  corporation  (or
parent thereof) or be replaced with a comparable  substitute  option to purchase
shares of capital stock of a successor  corporation (or parent  thereof),  which
substitution  or assumption  shall comply with Sections 422 and 424 of the Code;
and the  Option  may be  assumed  or  replaced  pursuant  to  such  transaction.
Determination  of  comparability  in the case of any substitute  option shall be
made by the Board of  Directors  of the Company and shall be final,  binding and
conclusive on Optionee. Optionee agrees to execute and deliver such documents as
reasonably required to effect such assumption or substitution hereunder.

         c. Conditional  Exercise;  Termination.  Any permitted  exercise of the
Option during the  Accelerated  Exercise  Period  hereunder shall be conditioned
upon the  consummation  of the  Acceleration  Event and shall be effective  only
immediately prior to such  consummation,  provided that Optionee may indicate in
writing that such exercise is  unconditional  with respect to all or part of the
Option then exercisable  without regard to the  acceleration  provisions of this
Section. Upon consummation of the Acceleration Event, the Option shall terminate
and cease to be  exercisable,  unless  assumed by the successor  corporation  or
parent thereof.  In the event such  Acceleration  Event is not consummated,  the
Option  shall  revert  to being  exercisable  in  accordance  with  the  vesting
schedule.

         d. Exercise Period. In the event the expiration or earlier  termination
of the Term of the Option shall occur prior to the expiration of the Accelerated
Exercise Period provided in this Section,  then the Accelerated  Exercise Period
shall be shortened to said expiration or earlier termination of the Term.


                                       5

<PAGE>

         e. Other  Provisions.  The right of  Optionee  to  exercise  the Option
separately  may be  accelerated  in part in the event of the  termination of his
employment under certain  circumstances,  to the extent provided in Section 2(b)
hereof.

     8. Limitations on Share Transfer; Mandatory Notice of Disposition. Optionee
shall  transfer  or dispose of the Option  Shares  only in  accordance  with the
provisions  of this  Agreement  and the Plan.  Without  limiting the  foregoing,
mandatory notice of disposition of any Option Shares must be made to the Company
as provided in the Plan and such  disposition  may be subject to tax withholding
or payments by Optionee.

     9. Securities Laws;  Restrictions on Grant or Issuance. THE RESTRICTIONS ON
THE  TRANSFER  OF THE OPTION OR THE OPTION  SHARES  SHALL BE IN  ADDITION TO ANY
OTHER  LIMITATIONS ON TRANSFER OR EXERCISE OF THE OPTION OR ISSUANCE OR TRANSFER
OF THE OPTION SHARES IMPOSED BY APPLICABLE  FEDERAL AND STATE  SECURITIES  LAWS.
THE GRANT OF THE OPTION AND THE  EXERCISE OF THE OPTION AND THE  ISSUANCE OF THE
OPTION  SHARES UPON  EXERCISE OF THE OPTION AND ANY RESALE OR OTHER  TRANSFER OF
SUCH  OPTION  SHARES  BY  OPTIONEE  SHALL  BE  SUBJECT  TO  COMPLIANCE  WITH ALL
APPLICABLE REQUIREMENTS OF FEDERAL OR STATE LAW WITH RESPECT TO SUCH SECURITIES.
Notwithstanding any contrary provision of this Agreement:

         a. Optionee understands that since the Option is not transferable,  and
since the Option  Shares have not been and may not be registered or exempt under
applicable  statutes,  Optionee may bear the economic risk of the investment for
an  indefinite  period of time.  The Option  Shares may not be sold or otherwise
disposed  of until  such time as the  Option  Shares  are  registered  under the
Securities  Act of 1933  ("Securities  Act") or the  Option  Shares  may be sold
pursuant to an applicable  exemption from the  registration  requirements of the
Securities Act. Optionee  understands that the Company has no obligation to file
a registration  statement  under the Securities Act for the Option or the Option
Shares or to otherwise  assist  Optionee in complying  with any  exemption  from
registration.

         b. Optionee  represents  and warrants that the Option is being acquired
and the Option  Shares will be acquired upon exercise for his or her own account
and not with a view to or for sale in connection  with any  distribution of such
securities.  Optionee  further  acknowledges  that any  investment in the Common
Stock of the  Company is  inherently  speculative  and  illiquid  and subject to
material risks.

         c. As a  condition  to the  exercise  of the  Option,  the  Company may
require  Optionee  to  satisfy  any  qualifications  that  may be  necessary  or
appropriate  in the


                                       6

<PAGE>

sole  judgment of the Company or its  counsel to  evidence  compliance  with any
applicable law or regulation and to make any written  representation or warranty
with respect thereto as may be requested by the Company.

         d.  Notwithstanding any contrary provision hereof, the inability of the
Company with  reasonable  efforts to obtain  approval from any  regulatory  body
having  authority  deemed by the Company to be necessary for the lawful issuance
and sale of any Option  Shares  pursuant to the Option shall relieve the Company
of any liability in respect of the  non-issuance or sale of the Option Shares as
to which such approval shall not have been obtained.

     10. Assignment; Binding Effect.

         a. The Company may transfer or assign any of its rights or  obligations
under this  Agreement or the Plan.  Optionee  shall have no right to transfer or
assign any of the rights and  obligations  of Optionee  under the Option or this
Agreement,  subject  to  Section  4 hereof  in the case of a will or the laws of
descent and distribution.

         b. Subject to the foregoing,  this Agreement shall inure to the benefit
of and be binding upon each of the parties  hereto and the officers,  directors,
employees, shareholders, owners, agents, representatives, parents, subsidiaries,
affiliates,   successors   and  assigns  of  the   Company,   and  the  spouses,
representatives,  executors, administrators, heirs, devisees, agents, successors
and assigns of Optionee.

     11. Representations and Warranties.

         a.  Optionee  represents  and warrants that he or she has read the Plan
and this Agreement and has had the  opportunity to consult with his or her legal
advisors concerning the legal and tax effects of the Plan and this Agreement and
the Option.

         b. Each  party  represents  and  warrants  that such party has the full
right,  power,  legal  capacity  and  authority  to enter into and execute  this
Agreement and to discharge all of its  obligations  under the terms hereof,  and
that such party does not have any  outstanding  obligation and is not a party to
any  outstanding  agreement which  obligation or agreement is inconsistent  with
this  Agreement.  This  Agreement  has been duly  executed and delivered by said
party,  and constitutes  its valid and legally binding  agreement and obligation
and is enforceable in accordance with its terms.

     12. Miscellaneous.

         a.  This  Agreement  together  with  the Plan  sets  forth  the  entire
agreement of the parties  relating to the subject matter hereof,  subject to the
provisions  of


                                       7

<PAGE>

the Plan; and the Plan and this Agreement shall supersede any prior discussions,
understandings  and  agreements  concerning  the grant of stock  options  or the
issuance  of option  stock  between  the  parties,  provided  however  that this
Agreement  shall not  supersede  and shall be in addition to any separate  fully
executed  written  stock option  agreement  between the parties  pursuant to any
separate  stock option grant by the Company.  This  Agreement  may be amended by
further written agreement signed by each of the parties.

         b. This Agreement shall be construed in accordance with and governed by
the laws of the State of  California  without  reference  to the  principles  of
conflicts of law.

         c.  Whenever  possible,  each  provision  of this  Agreement  shall  be
interpreted in such manner as to be effective and valid under applicable law. In
the  event  that any  provision  of this  Agreement  shall be held by the  final
judgment  of a court of  competent  jurisdiction  to be invalid or  unlawful  or
unenforceable,  then the remaining  provisions of this Agreement shall remain in
full force and effect and shall be construed  to give the fullest  effect to the
purpose of the Plan and this  Agreement  and the intended  qualification  of the
Plan and this  Agreement  pursuant  to Section  422 of the Code and  pursuant to
Section 25102 of the California Corporations Code and the respective regulations
and rules thereunder (as amended or superseded).

         d. No remedy conferred by this Agreement or the Plan shall be exclusive
of any other remedy,  and each and all such remedies  shall be  cumulative.  The
waiver of any breach or  violation  of this  Agreement in whole or in part shall
not operate as a waiver of any subsequent  breaches or violations of the same or
a different  kind.  Any exercise or failure to exercise by a party of any rights
or remedies under this  Agreement  shall not operate as a waiver of the right of
such party to exercise the same or different  rights or remedies in a subsequent
event.

         e.  Both  parties  agree  to  execute  any   additional   documents  or
instruments  necessary or  appropriate  to fully  effectuate out the purposes of
this Agreement and which are consistent with the Plan.

         f. Section  headings in this  Agreement are for the  convenience of the
parties and are not part of the  agreement  of the parties and shall not be used
in the  construction  hereof.  Whenever in this Agreement the context  requires,
references to the plural shall include the singular and the singular the plural,
and each gender shall include all other genders.  No provision in this Agreement
shall be  interpreted  or construed  against any party because such party or its
counsel was the drafter thereof.


                                       8

<PAGE>

         g. THIS AGREEMENT AND THE TERMS AND CONDITIONS  HEREOF ARE CONFIDENTIAL
AND OPTIONEE  SHALL NOT DISCLOSE  ANY OF THE TERMS OR  CONDITIONS  HEREOF TO ANY
OTHER EMPLOYEE OF THE COMPANY OR TO ANY OTHER PERSON FOR ANY PURPOSE, OTHER THAN
TO THE SPOUSE,  LEGAL COUNSEL OR ACCOUNTING AND FINANCIAL  ADVISORS OF OPTIONEE,
OR TO THE APPROPRIATE  EMPLOYEES OR  REPRESENTATIVES OF THE COMPANY AS NECESSARY
IN CONNECTION WITH THE ENFORCEMENT,  MODIFICATION OR EXERCISE OF THIS AGREEMENT,
OR AS REQUIRED IN CONNECTION WITH LEGAL PROCEEDINGS IN WHICH OPTIONEE IS A PARTY
OR WITNESS.


     IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be executed
and  delivered in duplicate on its behalf by its duly  authorized  officer,  and
Optionee has also executed and delivered this Agreement in duplicate, all on the
date first above written.


                          OMNIS TECHNOLOGY CORPORATION


                          By:     ______________________________
                                  Name: ________________________
                                  Title: _______________________





                          OPTIONEE


                          ----------------------------------
                          JERALD LIPSCOMB


                                       9

<PAGE>

                                CONSENT OF SPOUSE

     I,   ______________________________,   the   spouse  of   JERALD   LIPSCOMB
("Optionee"),  have read and  approved  the  foregoing  Incentive  Stock  Option
Agreement between Omnis Technology Corporation ("Company") and my spouse and the
Omnis  Technology  Corporation  1999 Stock  Option  Plan.  In  consideration  of
granting  of the Option to my spouse to purchase  shares of the common  stock of
the Company  under the terms and  conditions  in the  Agreement  and the Plan, I
hereby  appoint my spouse as my  attorney-in-fact  in respect to the exercise of
any rights under the Agreement and the Plan and any stock issued thereunder, and
agree to be fully bound by the  provisions of the Agreement and the Plan insofar
as I may have any  rights  under  such  Agreement  and the Plan or in any  stock
issued thereunder under any community  property laws or similar laws relating to
marital property then in effect. I further  acknowledge that in the event of the
exercise of such Option,  such shares of the common stock of said Company  shall
be issued  in the name of my spouse  and that the  Company  shall  have no other
obligations with respect thereto.



Dated:   _____________________________


Name: _______________________________



                                       10