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                                                                  EXHIBIT 10.23
 
                              DISCREET LOGIC INC.
 
         1997 SPECIAL LIMITED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
 
  1. Purpose. This Non-Qualified Stock Option Plan, to be known as the 1997
Special Limited Non-Employee Director Stock Option Plan (hereinafter, the
"Plan") is intended to promote the interests of Discreet Logic Inc.
(hereinafter, the "Company") by aligning the interests of directors with the
interests of the Company and by providing an inducement to the two individuals
named below who are not employees or officers of the Company to continue to
serve as members of its Board of Directors (the "Board") and who are expected
to contribute to the Company's interests.
 
  2. Available Shares. The total number of Common Shares, without par value,
of the Company (the "Common Shares") for which options may be granted under
this Plan shall not exceed 20,000 shares (the "Available Shares"), subject to
adjustment in accordance with paragraph 10 of this Plan. Shares subject to
this Plan are authorized but unissued shares or shares that were once issued
and subsequently reacquired by the Company. If any options granted under this
Plan are surrendered before exercise or lapse without exercise, in whole or in
part, the shares reserved therefor shall continue to be available under this
Plan.
 
  3. Administration. This Plan shall be administered by the Board. The Board
shall, subject to the provisions of the Plan, have the power to construe this
Plan, to issue shares upon exercise of options in accordance with the Plan, to
determine all questions hereunder, and to adopt and amend such rules and
regulations for the administration of this Plan as it may deem desirable. No
member of the Board shall be liable for any action or determination made in
good faith with respect to this Plan or any option granted under it.
 
  4. Automatic Grant of Options. Subject to the availability of shares under
this Plan and receiving all applicable regulatory approvals, and without
further action by the Board, an option to purchase 10,000 Common Shares shall
automatically be granted to Perry M. Simon on February 10, 1997 and an option
to purchase 10,000 Common Shares shall automatically be granted to Brian P.
Drummond on February 10, 1997.
 
  5. Option Price. The purchase price of the Shares covered by an option
granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the day the option is granted. The option price will be subject to
adjustment in accordance with the provisions of paragraph 10 of this Plan. For
purposes of this Plan, if, at the time an option is granted under the Plan,
the Company's Common Shares are publicly traded, "fair market value" shall
mean (i) the average (on that date) of the high and low prices of the Common
Shares on the principal national securities exchange on which the Common
Shares are traded, if the Common Shares are then traded on a national
securities exchange; or (ii) the last reported sale price (on that date) of
the Common Shares on the Nasdaq Stock Market List, if the Common Shares are
not then traded on a national securities exchange; or (iii) the closing bid
price (or average of bid prices) last quoted (on that date) by an established
quotation service for over-the-counter securities, if the Common Shares are
not reported on the Nasdaq Stock Market List.
 
  6. Period of Option. Unless sooner terminated in accordance with the
provisions of paragraph 8 of this Plan, an option granted hereunder shall
expire on the date which is ten (10) years after the date of grant of the
option.
 
  7. (a) Vesting of Shares and Non-Transferability of Options. Options granted
under this Plan shall not be exercisable until they become vested. Options
granted under this Plan shall vest in the optionee and thus become
exercisable, in accordance with the following schedule, provided that the
optionee has continuously served as a member of the Board through such vesting
date:
 
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<TABLE>
<CAPTION>
   PERCENTAGE OF OPTION
   SHARES FOR WHICH
   OPTION WILL BE EXERCISABLE                         DATE OF VESTING
   --------------------------                 --------------------------------
   <S>                                        <C>
   33 1/3%................................... Immediately upon date of grant
   66 2/3%................................... One year from the date of grant
   100%...................................... Two years from the date of grant
</TABLE>
 
  The number of shares as to which options may be exercised shall be
cumulative, so that once the option shall become exercisable as to any shares
it shall continue to be exercisable as to said shares, until expiration or
termination of the option as provided in this Plan.
 
    (b) Non-Transferability. Any option granted pursuant to this Plan shall
not be assignable or transferable other than by will or the laws of descent
and distribution or pursuant to a domestic relations order and shall be
exercisable during the optionee's lifetime only by him or her.
 
  8. Termination of Option Rights.
 
    (a) Except as otherwise specified in the agreement relating to an option,
in the event an optionee ceases to be a member of the Board for any reason
other than death or permanent disability, any then unexercised portion of
options granted to such optionee shall, to the extent not then vested,
immediately terminate and become void; any portion of an option which is then
vested but has not been exercised at the time the optionee so ceases to be a
member of the Board may be exercised, to the extent it is then vested, by the
optionee within 90 days of the date the optionee ceased to be a member of the
Board; and all options shall terminate after such 90 days have expired.
 
    (b) In the event that an optionee ceases to be a member of the Board by
reason of his or her death or permanent disability, any option granted to such
optionee shall be immediately and automatically accelerated and become fully
vested and all unexercised options shall be exercisable by the optionee (or by
the optionee's personal representative, heir or legatee, in the event of
death) until the scheduled expiration date of the option.
 
  9. Exercise of Option.
 
    (a) Subject to the terms and conditions of this Plan and the agreement
relating to an option, an option granted hereunder shall, to the extent then
exercisable, be exercisable in whole or in part by giving written notice to
the Company addressed to the Chief Financial Officer, at its principal
executive offices, stating the number of shares with respect to which the
option is being exercised, accompanied by payment in full for such shares.
Payment may be (a) in dollars in cash or by cheque equal in amount to the
option price, (b) in whole or in part in Common Shares of the Company already
owned by the person or persons exercising the option or shares subject to the
option being exercised (subject to such restrictions and guidelines as the
Board may adopt from time to time), valued at fair market value determined in
accordance with the provisions of paragraph 5, or (c) consistent with
applicable law, through the delivery of an assignment to the Company of a
sufficient amount of the proceeds from the sale of the Common Shares acquired
upon exercise of the option and an authorization to the broker or selling
agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise. There shall be no such
exercise at any one time as to fewer than one hundred (100) shares or all of
the remaining shares then purchasable by the person or persons exercising the
option, if fewer than one hundred (100) shares. The Company's transfer agent
shall, on behalf of the Company, prepare a certificate or certificates
representing such shares acquired pursuant to exercise of the option, shall
register the optionee as the owner of such shares on the books of the Company
and shall cause the fully executed certificate(s) representing such shares to
be delivered to the optionee as soon as practicable after payment of the
option price in full. The holder of an option shall not have any rights of a
Stockholder with respect to the shares covered by the option, except to the
extent that one or more certificates for such shares shall be delivered to him
or her upon the due exercise of the option.
 
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    (b) The Optionee may not pay any part of the exercise price hereof by
transferring Common Stock to the Company unless such Common Stock has been
owned by the Optionee free of any substantial risk of forfeiture for at least
six months.
 
  10. Adjustments Upon Changes in Capitalization and Other Events. Upon the
occurrence of any of the following events, an optionee's rights with respect
to options granted to him or her hereunder shall be adjusted as hereinafter
provided:
 
    (a) Stock Dividends and Shares Splits. If the Common Shares shall be
  subdivided or combined into a greater or smaller number of shares or if the
  Company shall issue any Common Shares as a stock dividend on its
  outstanding Common Shares, the number of Common Shares deliverable upon the
  exercise of options shall be appropriately increased or decreased
  proportionately, and appropriate adjustments shall be made in the purchase
  price per share to reflect such subdivision, combination or stock dividend.
 
    (b) Recapitalization Adjustments. If the Company is to be consolidated
  with or acquired by another entity in a merger, sale of all or
  substantially all of the Company's assets or otherwise, each option granted
  under this Plan which is outstanding but unvested as of the effective date
  of such event shall become exercisable in full thirty (30) days prior to
  the effective date of such event. In the event of a reorganization,
  recapitalization, merger, consolidation, or any other change in the
  corporate structure or shares of the Company, to the extent permitted by
  Rule 16b-3 under the Securities Exchange Act of 1934, adjustments in the
  number and kind of shares authorized by this Plan and in the number and
  kind of shares covered by, and in the option price of outstanding options
  under this Plan necessary to maintain the proportionate interest of the
  optionee and preserve, without exceeding, the value of such option, shall
  be made. Notwithstanding the foregoing, no such adjustment shall be made
  which would, within the meaning of any applicable provisions of the
  Internal Revenue Code of 1986, as amended, constitute a modification,
  extension or renewal of any Option or a grant of additional benefits to the
  holder of an Option.
 
    (c) Issuances of Securities. Except as expressly provided herein, no
  issuance by the Company of shares of stock of any class, or securities
  convertible into shares of stock of any class, shall affect, and no
  adjustment by reason thereof shall be made with respect to, the number or
  price of shares subject to options. No adjustments shall be made for
  dividends paid in cash or in property other than securities of the Company.
 
    (d) Adjustments. Upon the happening of any of the foregoing events, the
  class and aggregate number of shares set forth in paragraph 2 of this Plan
  that are subject to options which previously have been or subsequently may
  be granted under this Plan shall also be appropriately adjusted to reflect
  such events. The Board shall determine the specific adjustments to be made
  under this paragraph 10 and its determination shall be conclusive.
 
  11. Restrictions on Issuance of Shares. Notwithstanding the provisions of
paragraphs 4 and 9 of this Plan, the Company shall have no obligation to
deliver any certificate or certificates upon exercise of an option until one
of the following conditions shall be satisfied:
 
    (i) The issuance of shares with respect to which the option has been
  exercised is at the time of the issue of such shares effectively registered
  under applicable Federal and state securities laws as now in force or
  hereafter amended; or
 
    (ii) Counsel for the Company shall have given an opinion that the
  issuance of such shares is exempt from registration under Federal and state
  securities laws as now in force or hereafter amended; and the Company has
  complied with all applicable laws and regulations with respect thereto,
  including without limitation all regulations required by any stock exchange
  upon which the Company's outstanding Common Shares are then listed.
 
 
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  12. Legend on Certificates. The certificates representing shares issued
pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel
to the Company in order to comply with the requirements of the Securities Act
of 1933, as amended, or any state securities laws.
 
  13. Representation of Optionee. If requested by the Company, the optionee
shall deliver to the Company written representations and warranties upon
exercise of the option that are necessary to show compliance with Federal and
state securities laws, including representations and warranties to the effect
that a purchase of shares under the option is made for investment and not with
a view to their distribution (as that term is used in the Securities Act of
1933, as amended).
 
  14. Option Agreement. Each option granted under the provisions of this Plan
shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf of the Company and by the optionee to whom
such option is granted. The option agreement shall contain such terms,
provisions and conditions not inconsistent with this Plan as may be determined
by the officer executing it.
 
  15. Termination and Amendment of Plan. Options may no longer be granted
under this Plan after February 10, 2007, and this Plan shall terminate when
all options granted or to be granted hereunder are no longer outstanding. The
Board may at any time terminate this Plan or make such modification or
amendment thereof as it deems advisable. Termination or any modification or
amendment of this Plan shall not, without consent of a participant, affect his
or her rights under an option previously granted to him.
 
  16. Withholding of Income Taxes. Upon the exercise of an option, the
Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay withholding taxes in respect of amounts considered
to be compensation includible in the optionee's gross income.
 
  17. Compliance with Regulations. It is the Company's intent that the Plan
comply in all respects with Rule 16b-3 under the Securities Exchange Act of
1934, as amended (or any successor or amended provision thereof), and any
applicable Securities and Exchange Commission interpretations thereof. If any
provision of this Plan is deemed not to be in compliance with Rule 16b-3, the
provision shall be null and void.
 
  18. Governing Law. The validity and construction of this Plan and the
instruments evidencing options shall be governed by the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.
 
Date Approved by Board of Directors of the Company: February 10, 1997
 
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