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                                                                  Exhibit 10.3

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
effective as of the 1st day of April, 2001, by and between OPTIKA INVESTMENT
COMPANY, INC., a Nevada corporation (the "Company") and Edward P. Mooney (the
"Executive").

                              W I T N E S S E T H:

          WHEREAS, the Company desires to have the benefit of the Executive's
efforts and services; and

         WHEREAS, the Company has determined that it is appropriate and in the
best interests of the Company to provide to the Executive protection in the
event of certain terminations of the Executive's employment relationship with
the Company in accordance with the terms and conditions contained herein and the
Executive desires to have such protection.

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the Company and the Executive
hereby mutually covenant and agree as follows:

         1.  DEFINITIONS. Whenever used in this Agreement the following terms
shall have the meanings set forth below:

             (a) "Accrued Benefits" shall mean the amount payable not later than
         ten (10) days following an applicable Termination Date and which shall
         be equal to the sum of the following amounts:

                 (i)   All salary earned or accrued through the Termination
                       Date;

                 (ii)  Reimbursement for any and all monies advanced in
              connection with the Executive's employment for reasonable and
              necessary expenses incurred by the Executive through the
              Termination Date;

                 (iii) Any and all other cash benefits previously earned through
             the Termination Date and deferred at the election of the
             Executive or pursuant to any deferred compensation plans then in
             effect;

                 (iv)  The full amount of any stated bonus payable to the
             Executive in accordance with Section 6(b) herein with respect to
             the year in which termination occurs; and

                 (v)   All other payments and benefits to which the Executive
             may be entitled under the terms of any benefit plan of the
             Company.

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             (b) "Act" shall mean the Securities Exchange Act of 1934;

             (c) "Affiliate" shall have the same meaning as given to that term
         in Rule 12b-2 of Regulation 12B promulgated under the Act;

             (d) "Base Period Income" shall be an amount equal to the
         Executive's "annualized includable compensation" for the "base period"
         as defined in Sections 280G(d)(1) and (2) of the Code and the
         regulations adopted thereunder;

             (e) "Beneficial Owner" shall have the same meaning as given to that
         term in Rule l3d-3 of the General Riales and Regulations of the Act,
         provided that any pledgee of Company voting securities shall not be
         deemed to be the Beneficial Owner thereof prior to its disposition of,
         or acquisition of voting rights with respect to, such securities;

             (f) "Board" shall mean the Board of Directors of the Company;

             (g) "Cause" shall mean any of the following:

                 (i)    The engaging by the Executive in fraudulent conduct, as
             evidenced by a determination in a binding and final judgment,
             order or decree of a court or administrative agency of competent
             jurisdiction, in effect after exhaustion or lapse of all rights of
             appeal, in an action, suit or proceeding, whether civil, criminal,
             administrative or investigative, which the Board determines, in its
             sole discretion, has a significant adverse impact on the Company in
             the conduct of the Company's business;

                 (ii)   Conviction of a felony, as evidenced by a binding and
             final judgment, order or decree of a court of competent
             jurisdiction, in effect after exhaustion or lapse of all rights of
             appeal, which the Board determines, in its sole discretion, has a
             significant adverse impact on the Company in the conduct of the
             Company's business;

                 (iii)  Neglect or refusal by the Executive to perform the
             Executive's duties or responsibilities (unless significantly
             changed without the Executive's consent); or

                 (iv)   A significant violation by the Executive of the
             Company's established policies and procedures;

Notwithstanding the foregoing, Cause shall not exist under Sections I (g)(iii)
and (iv) herein unless the Company furnishes written notice to the Executive of
the specific offending conduct and the Executive fails to correct such offending
conduct within the thirty (30) day period commencing on the receipt of such
notice.

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             (h)  "Change of Control" shall mean a change in ownership or
          managerial control of the stock, assets or business of the Company
          resulting from one or more of the following circumstances:

                 (i)    A change of control of the Company, of a nature that
              would be required to be reported in response to Item 6(e) of
              Schedule 14A of Regulation 14A promulgated under the Act, or any
              successor regulation of similar import, regardless of whether the
              Company is subject to such reporting requirement;

                 (ii)   A change in ownership of the Company through a
              transaction or series of transactions, such that any Person or
              Persons (other than any current officer of the Company or member
              of the Board) is (are) or become(s), in the aggregate, the
              Beneficial Owner(s), directly or indirectly, of securities of the
              Company representing thirty percent (30%) or more of the
              Company's then outstanding securities;

                 (iii)  Any consolidation or merger of the Company in which the
              Company is not the continuing or surviving corporation or
              pursuant to which shares of the common stock of the Company would
              be converted into cash (other than cash attributable to
              dissenters' rights), securities or other property provided by a
              Person or Persons other than the Company, other than a
              consolidation or merger of the Company in which the holders of
              the common stock of the Company immediately prior to the
              consolidation or merger have approximately the same proportionate
              ownership of common stock of the surviving corporation
              immediately after the consolidation or merger;

                 (iv)   The shareholders of the Company approve a sale,
              transfer, liquidation or other disposition of all or
              substantially all of the assets of the Company to a Person or
              Persons;

                 (v)    During any period of two (2) consecutive years,
              individuals who, at the beginning of such period, constituted the
              Board of Directors of the Company cease, for any reason, to
              constitute at least a majority thereof, unless the election or
              nomination for election of each new director was approved by the
              vote of at least two-thirds (2/3) of the directors then still in
              office who were directors at the beginning of the period;

                 (vi)   The filing of a proceeding under Chapter 7 of the
              Federal Bankruptcy Code (or any successor or other statute of
              similar import) for liquidation with respect to the Company; or

                 (vii)  The filing of a proceeding under Chapter I I of the
              Federal Bankruptcy Code (or any successor or other statute of
              similar import) for

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              reorganization with respect to the Company if in connection with
              any such proceeding, this Agreement is rejected, or a plan of
              reorganization is approved an element of which plan entails the
              liquidation of all or substantially all the assets of the Company.

              A "Change of Control" shall be deemed to occur on the actual
         date on which any of the foregoing circumstances shall occur; provided,
         however, that in connection with a "Change of Control" specified in
         Section 1(h)(vii), a "Change of Control" shall be deemed to occur on
         the date of the filing of the relevant proceeding under Chapter 11 of
         the Federal Bankruptcy Code (or any successor or other statute of
         similar import).

              (i)   "Change of Control Period" shall mean the period commencing
         on the date a Change of Control occurs and ending on the second
         anniversary of such Change of Control;

              (j)   "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time;

              (k)   "Disability" shall mean a physical or mental condition
         whereby the Executive is unable to perform a full-time basis the
         customary duties of the Executive under this Agreement;

              (l)   "Federal Short Term-Rate" shall mean the rate defined in
         Section 1274(d)(1)(C)(i) of the Code;

              (m)   "Good Reason" shall mean:

                    (i)   The required relocation of the Executive, without
              the Executive's consent, to an employment location which is
              more than twenty-five (25) miles from the Executive's
              employment location on the day preceding the date of this
              Agreement;

                    (ii)  The removal of the Executive from or any failure to
              reelect the Executive to any of the positions held by the
              Executive as of the date of this Agreement or any other
              positions to which the Executive shall thereafter be elected
              or assigned except in the event that such removal or failure
              to reelect relates to the termination by the Company of the
              Executive's employment for Cause or by reason of death,
              Disability or voluntary retirement;

                    (iii) A significant adverse change, without the
              Executive's written consent, in the nature or scope of the
              Executive's authority, powers, functions, duties or
              responsibilities, or a material reduction in the level of
              support services, staff, secretarial and other assistance,
              office space and accoutrements available to

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              a level below that which was provided to the Executive on
              the day preceding the date of this Agreement and that which
              is necessary to perform any additional duties assigned to
              the Executive following the date of this Agreement, which
              change or reduction is not generally effective for all
              executives employed by the Company (or its successor) in the
              Executive's class or category; or

                    (iv)  Breach or violation of any material provision of
              this Agreement by the Company;

              (n)  "Gross Income" shall mean the greater of the amounts
          payable pursuant to paragraph 6 or the Executive's average
          compensation (base salary plus cash bonus) for the prior two (2)
          taxable years, plus any other compensation payable to the Executive by
          the Company for the same period, whether taxable or non-taxable;

              (o)  "Notice of Termination" shall mean the notice described
          in Section 14 herein;

              (p)  "Person" shall mean any individual, partnership, joint
          venture, association, trust, corporation or other entity, other than
          an employee benefit plan of the Company or an entity organized,
          appointed or established pursuant to the terms of any such benefit
          plan;

              (q)  "Termination Date" shall mean, except as otherwise
          provided in Section 14 herein, shall mean:

                   (i)   The Executive's date of death;

                   (ii)  Thirty (30) days after the delivery of the Notice
              of Termination terminating the Executive's employment on
              account of Disability pursuant to Section 9 herein, unless
              the Executive returns on a full-time basis to the performance
              of his or her duties prior to the expiration of such period;

                   (iii) Thirty (30) days after the delivery of the Notice
              of Termination if the Executive's employment is terminated by
              the Executive voluntarily; or

                   (iv)  Thirty (30) days after the delivery of the Notice
              of Termination if the Executive's employment is terminated by
              the Company for any reason other than death or Disability;

              (r)  "Termination Payment" shall mean the payment described in
          Section 13 herein;

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              (s)  "Total Payments" shall mean the sum of the Termination
          Payment and any other "payments in the nature of compensation" (as
          defined in Section 280G of the Code and the regulations adopted
          thereunder) to or for the benefit of the Executive, the receipt of
          which is contingent on a Change of Control and to which Section 28OG
          of the Code applies.

          2. EMPLOYMENT. The Company hereby agrees to employ the Executive and
the Executive hereby agrees to serve the Company, on the terms and conditions
set forth herein.

          3. TERM. The employment of the Executive by the Company pursuant to
the provisions of this Agreement shall commence on the date hereof and end on
March 31, 2002, unless further extended or sooner terminated as hereinafter
provided. On March 31, 2002, and on the last day of March each year thereafter,
the term of the Executive's employment shall, unless sooner terminated as
hereinafter provided, be automatically extended for an additional one year
period from the date thereof unless, at least six (6) months before such March
31, the Company shall have delivered to the Executive or the Executive shall
have delivered to the Company written notice that the term of the Executive's
employment hereunder will not be extended beyond its existing duration.

          4. POSITIONS AND DUTIES. The Executive shall serve as Executive Vice
President of the Company and in such additional capacities as set forth in
Section 7 herein. In connection with the foregoing positions, the Executive
shall have such duties, responsibilities and authority as may from time to time
be assigned to the Executive by the Board. The Executive shall devote
substantially all the Executive's working time and efforts to the business and
affairs of the Company.

          5. PLACE OF PERFORMANCE. In connection with the Executive's employment
by the Company, the Executive shall be based at the principal executive offices
of the Company in Salt Lake City, Utah except for required travel on Company
business.

          6. COMPENSATION AND RELATED MATTERS.

             (a) SALARY. The Company shall pay to the Executive $120,000, as his
          annualized base salary (subject to adjustment as provided herein) in
          equal installments (as nearly as practicable), in accordance with the
          Company's standard payroll policy (as in effect from time to time),
          which currently provides for payments to be made every two weeks, in
          arrears. Such annualized base salary may be increased from time to
          time in accordance with normal business practices of the Company. The
          annualized base salary of the Executive shall not be decreased below
          its then existing amount during the term of this Agreement.

             (b) BONUS. The Executive shall be entitled to receive bonuses, when
          and as declared by the Board of Directors.

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             (c) EXPENSES. The Executive shall be entitled to receive prompt
          reimbursement for all reasonable expenses incurred by the Executive in
          performing services hereunder, including all expenses for travel and
          living expenses while away from home on business or at the request of
          and in the service of the Company, provided that such expenses are
          incurred and accounted for in accordance with the policies and
          procedures established from time to time by the Company.

             (d) OTHER BENEFITS. The Company shall provide Executive with all
          other benefits normally provided to an employee of the Company
          similarly situated to Executive, including being added as a named
          officer on the Company's existing directors' and officers' liability
          insurance policy. At a minimum, the benefits will include:

                 (i)   Health Insurance (medical, dental vision); and

                 (ii)  Paid vacation.

             (e) VACATIONS. The Executive shall be entitled to the number of
          vacation days in each calendar year, and to compensation in respect of
          earned but unused vacation days, determined in accordance with the
          Company's vacation plan, but in no event less than twenty (20) days.
          The Executive shall also be entitled to all paid holidays given by the
          Company to its executives.

             (f) SERVICES FURNISHED. The Company shall furnish the Executive
          with office space at his current offices and shall provide such other
          facilities and services as shall be suitable to the Executive's
          position and adequate for the performance of the Executive's duties as
          set forth in Section 4 hereof.

          7. OFFICES. The Executive agrees to serve without additional
compensation, if elected or appointed thereto, in one or more executive offices
of the Company, or any affiliate or subsidiary of the Company, or as a member of
the board of directors of any subsidiary or affiliate of the Company; provided,
however, that the Executive is indemnified for serving in any and all such
capacities on a basis no less favorable than is currently provided in the
Company's bylaws, or otherwise.

          8. TERMINATION AS A RESULT OF DEATH. If the Executive shall die during
the term of this Agreement, the Executive's employment shall terminate on the
Executive's date of death and the Executive's surviving spouse, or the
Executive's estate if the Executive dies without a surviving spouse, shall be
entitled to the Executive's Accrued Benefits as of the Termination Date and any
applicable Termination Payment.

          9. TERMINATION FOR DISABILITY. If, as a result of the Executive's
Disability, the Executive shall have been unable to perform the Executive's
duties hereunder on a full-time

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basis for four (4) consecutive months and within thirty (30) days after the
Company provides the Executive with a Termination Notice, the Executive shall
not have returned to the performance of the Executive's duties on a full-time
basis, the Company may terminate the Executive's employment, subject to Section
14 herein. During the term of the Executive's Disability prior to termination,
the Executive shall continue to receive all salary and benefits payable under
Section 6 herein, including participation in all employee benefit plans,
programs and arrangements in which the Executive was entitled to participate
immediately prior to the Disability; provided, however, that the Executive's
continued participation is permitted under the terms and provisions of such
plans, programs and arrangements. In the event that the Executive's
participation in any such plan, program or arrangement is barred as the result
of such Disability, the Executive shall be entitled to receive an amount equal
to the contributions, payments, credits or allocations which would have been
paid by the Company to the Executive, to the Executive's account or on the
Executive's behalf under such plans, programs and arrangements. In the event the
Executive's employment is terminated on account of the Executive's Disability in
accordance with this Section 9, the Executive shall receive the Executive's
Accrued Benefits as of the Termination Date and shall remain eligible for all
benefits provided by any long-term disability programs of the Company in effect
at the time of such termination. The Executive shall also be entitled to the
Termination Payment described in Section 13(a).

         10.  TERMINATION FOR CAUSE. If the Executive's employment with the
Company is terminated by the Company for Cause, subject to the procedures set
forth in Section 14 herein, the Executive shall be entitled to receive the
Executive's Accrued Benefits as of the Termination Date. The Executive shall not
be entitled to receipt of any Termination Payment.

         11.  OTHER TERMINATION BY COMPANY. If the Executive's employment with
the Company is terminated by the Company other than by reason of death,
Disability or Cause, or as described in paragraph 13(f) below, subject to the
procedures set forth in Section 14 herein, the Executive (or in the event of the
Executive's death following the Termination Date, the Executive's surviving
spouse or the Executive's estate if the Executive dies without a surviving
spouse) shall receive the applicable Termination Payment. The Executive shall
not, in connection with any consideration receivable in accordance with this
Section 11, be required to mitigate the amount of such consideration by securing
other employment or otherwise and such consideration shall not be reduced by
reason of the Executive securing other employment or for any other reason.

         12. VOLUNTARY TERMINATION BY EXECUTIVE. Provided that the Executive
furnishes thirty (30) days prior written notice to the Company, the Executive
shall have the right to voluntarily terminate this Agreement at any time. If the
Executive's voluntary termination is without Good Reason, the Executive shall
receive the Executive's Accrued Benefits as of the Termination Date and shall
not be entitled to any Termination Payment. If the Executive's voluntary
termination (other than a termination described in paragraph 13(f) below) is for
Good Reason, the Executive (or in the event of the Executive's death following
the Termination Date, the Executive's surviving spouse or the Executive's estate
if the Executive dies without a

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surviving spouse) shall receive the applicable Termination Payment. The
Executive shall not, in connection with any consideration receivable in
accordance with this Section 12, be required to mitigate the amount of such
consideration by securing other employment or otherwise and such consideration
shall not be reduced by reason of the Executive securing other employment or for
any other reason.

         13.  TERMINATION PAYMENT.

              (a)  If the Executive's employment is terminated as a result of
         death or disability, the lump sum Termination Payment payable to the
         Executive shall be equal to the greater of Executive's Gross Income
         for the year preceding the Termination Date, or the amount set forth
         in paragraph 6 on an annualized basis.

              (b)  If the Executive's employment is terminated by the Executive
         for Good Reason or by the Company for any reason other than death,
         disability or Cause, the Termination Payment payable to the Executive
         by the Company or an affiliate of the Company shall be equal to two
         (2) times the Executive's Gross Income for the year preceding the
         Termination Date, or the amount set forth in paragraph 6 on an
         annualized basis.

              (c)  If, during a Change of Control Period, the Executive's
         employment is terminated by the Executive for Good Reason or by the
         Company for any reason other than death, Disability, or Cause, the
         Termination Payment payable to the Executive by the Company or an
         affiliate of the Company shall be 2.99 times the Executive's Gross
         Income for the year preceding the Termination Date, or the amount set
         forth in paragraph 6 on an annualized basis.

              (d)  It is the intention of the Company and the Executive that no
         portion of the Termination Payment and any other "payments in the
         nature of compensation" (as defined in Section 28OG of the Code and
         the regulations adopted thereunder) to or for the benefit of the
         Executive under this Agreement, or under any other agreement, plan or
         arrangement, be deemed to be an "excess parachute payment" as defined
         in Section 280G of the Code. It is agreed that the present value of
         the Total Payments shall not exceed an amount equal to two and
         ninety-nine hundredths (2.99) times the Executive's Base Period
         Income, which is the maximum amount which the Executive may receive
         without becoming subject to the tax imposed by Section 4999 of the
         Code or which the Company may pay without loss of deduction under
         Section 28OG(a) of the Code. Present value for purposes of this
         Agreement shalt be calculated in accordance with the regulations
         issued under Section 28OG of the Code. Within sixty (60) days
         following delivery of the Notice of Termination or notice by the
         Company to the Executive of its belief that there is a payment or
         benefit due the Executive which will result in an excess parachute
         payment as defined in Section 28OG of the Code, the Executive and the
         Company shall, at the Company's expense, obtain such opinions as more
         fully described hereafter, which need

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         not be unqualified, of legal counsel and certified public accountants
         or a firm of recognized executive compensation consultants. The
         Executive shall select said legal counsel, certified public
         accountants and executive compensation consultants; provided, however,
         that if the Company does not accept one (1) or more of the parties
         selected by the Executive, the Company shall provide the Executive
         with the names of such legal counsel, certified public accountants
         and/or executive compensation consultants as the Company may select;
         provided, further, however, that if the Executive does not accept the
         party or parties selected by the Company, the legal counsel, certified
         public accountants and/or executive compensation consultants selected
         by the Executive and the Company, respectively, shall select the legal
         counsel, certified public accountants and/or executive compensation
         consultants, whichever is applicable, who shall provide the opinions
         required by this Section 13(d). The opinions required hereunder shall
         set forth (a) the amount of the Base Period Income of the Executive,
         (b) the present value of Total Payments and (c) the amount and present
         value of any excess parachute payments. In the event that such
         opinions determine that there would be an excess parachute payment,
         the Termination Payment or any other payment determined by such
         counsel to be includable in Total Payments shall be reduced or
         eliminated as specified by the Executive in writing delivered to the
         Company within thirty (30) days of his or her receipt of such opinions
         or, if the Executive fails to so notify the Company, then as the
         Company shall reasonably determine, so that under the bases of
         calculation set forth in such opinions there will be no excess
         parachute payment. Ile provisions of this Section 13(d), including the
         calculations, notices and opinions provided for herein shall be based
         upon the conclusive presumption that the compensation and other
         benefits, including but not limited to the Accrued Benefits, earned on
         or after the date of Change of Control by the Executive pursuant to
         the Company's compensation programs if such payments would have been
         made in the future in any event, even though the timing of such
         payment is triggered by the Change of Control, are reasonable
         compensation for services rendered prior to the Change of Control;
         provided, however, that in the event legal counsel so requests in
         connection with the opinion required by this Section 13(d), a firm of
         recognized executive compensation consultants, selected by the
         Executive and the Company pursuant to the procedures set forth above,
         shall provide an opinion, upon which such legal counsel may rely, as
         to the reasonableness of any item of compensation as reasonable
         compensation for services rendered prior to the Change of Control by
         the Executive. In the event that the provisions of Sections 280G and
         4999 of the Code are repealed without succession, this Section 13(d)
         shall be of no further force or effect.

              (e)  The Termination Payment shall be payable in a lump sum not
         later than ten (10) days following the Executive's Termination Date.
         Such lump sum payment shall not be reduced by any present value or
         similar factor. Further, the Executive shall not be required to
         mitigate the amount of such payment by securing other employment or
         otherwise and such payment shall not be reduced by reason of the
         Executive securing other employment or for any other reason.

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              (f)  Notwithstanding anything to the contrary herein, in no event
         will a termination of Executive's employment with the Company be
         deemed to trigger a right to receive a Termination Payment if the
         termination is effected by the mutual agreement of the Company and
         Executive to accommodate a reassignment of Executive to an entity
         created or acquired by the Company, or to which the Company has
         contributed rights to technology, assets or business plans, if at the
         time of such termination the Company owns or is acquiring a minimum of
         a 19% equity interest in such entity. In the event of any such
         termination, the Executive shall only be entitled to receive the
         Executive's Accrued Benefits as of the Termination Date.

         14. TERMINATION NOTICE AND PROCEDURE. Any termination by the Company or
the Executive of the Executive's employment during the Employment Period shall
be communicated by written Notice of Termination to the Executive, if such
Notice of Termination is delivered by the Company, and to the Company, if such
Notice of Termination is delivered by the Executive, all in accordance with the
following procedures:

             (a)   The Notice of Termination shall indicate the specific
         termination provision in this Agreement relied upon and shall set
         forth in reasonable detail the facts and circumstances alleged to
         provide a basis for termination;

             (b)   Any Notice of Termination by the Company shall be approved
         by a resolution duly adopted by a majority of the directors of the
         Company then in office;

             (c)   If the Executive shall in good faith furnish a Notice of
         Termination for Good Reason and the Company notifies the Executive
         that a dispute exists concerning the termination, within the fifteen
         (15) day period following the Company's receipt of such notice, the
         Executive shall continue the Executive's employment during such
         dispute. If it is thereafter determined that (i) Good Reason did
         exist, the Executive's Termination Date shall be the earlier of (A)
         the date on which the dispute is finally determined, either by mutual
         written agreement of the parties or pursuant to Section 19, (B) the
         date of the Executive's death or (C) one day prior to the second (2nd)
         anniversary of a Change of Control, and the Executives Termination
         Payment, if applicable, shall reflect events occurring after the
         Executive delivered the Executive's Notice of Termination; or (ii)
         Good Reason did not exist, the employment of the Executive shall
         continue after such determination as if the Executive had not
         delivered the Notice of Termination asserting Good Reason; and

             (d)   If the Executive gives notice to terminate his or her
         employment for Good Reason and a dispute arises as to the validity of
         such dispute, and the Executive does not continue his employment
         during such dispute, and it is finally determined that the reason for
         termination set forth in such Notice of Termination did not exist, if
         such notice was delivered by the Executive, the Executive shall be
         deemed to have voluntarily terminated the Executive's employment other
         than for Good Reason.

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         15. NONDISCLOSURE OF PROPRIETARY INFORMATION. Recognizing that the
Company is presently engaged, and may hereafter continue to be engaged, in the
research and development of processes, the manufacturing of products or
performance of services, which involve experimental and inventive work and that
the success of its business depends upon the protection of the processes,
products and services by patent, copyright or by secrecy and that the Executive
has had, or during the course of his engagement may have, access to Proprietary
Information, as hereinafter defined, of the Company or other information and
data of a secret or proprietary nature of the Company. which the Company wishes
to keep confidential and the Executive has furnished, or during the course of
his engagement may furnish, such information to the Company, the Executive
agrees that:

             (a)   "Proprietary Information" shall mean any and all methods,
         inventions, improvements or discoveries, whether or not patentable or
         copyrightable, and any other information of a similar nature related
         to the business of the Company disclosed to the Executive or otherwise
         made known to him as a consequence of or through his engagement by the
         Company (including infonnation originated by the Executive) in any
         technological area previously developed by the Company or developed,
         engaged in, or researched, by the Company during the term of the
         Executive's engagement, including, but not limited to, trade secrets,
         processes, products, formulae, apparatus, techniques, know-how,
         marketing plans, data, improvements, strategies, forecasts, customer
         lists, and technical requirements of customers, unless such
         information is in the public domain to such an extent as to be readily
         available to competitors;

             (b)   The Executive acknowledges that the Company has exclusive
         property rights to all Proprietary Information and the Executive
         hereby assigns all rights he might otherwise possess in any
         Proprietary Information to the Company. Except as required in the
         performance of his duties to the Company, the Executive will not at
         any time during or after the term of his engagement, which term shall
         include any time in which the Executive may be retained by the Company
         as a consultant, directly or indirectly use, communicate, disclose or
         disseminate any Proprietary Information or any other information of a
         secret, proprietary, confidential or generally undisclosed nature
         relating to the Company, its products, customers, processes and
         services, including information relating to testing, research,
         development, manufacturing, marketing and selling;

             (c)   All documents, records, notebooks, notes, memoranda and
         similar repositories of, or containing, Proprietary Information or any
         other information of a secret, proprietary, confidential or generally
         undisclosed nature relating to the Company or its operations and
         activities made or compiled by the Executive at any time or made
         available to him or her prior to or during the term of his engagement
         by the Company, including any and all copies thereof, shall be the
         property of the Company, shall be held by him or her in trust solely
         for the benefit of the Company, and shall be delivered to the Company
         by him or her on the termination of his or her engagement or at any
         other time

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<Page>

         on the request of the Company; and

             (d)  The Executive will not assert any rights under any inventions,
         copyrights, discoveries, concepts or ideas, or improvements thereof, or
         know-how related thereto, as having been made or acquired by him or her
         prior to his or her being engaged by the Company or during the term of
         his engagement if based on or otherwise related to Proprietary
         Information.

         16. ASSIGNMENT OF INVENTIONS.

             (a)  For purposes of this Section 16, the term "Inventions" shall
         mean discoveries, concepts, and ideas, whether patentable or
         copyrightable or not, including but not limited to improvements,
         know-how, data, processes, methods, formulae, and techniques, as well
         as improvements thereof or know-how related thereto, concerning any
         past, present or prospective activities of the Company which the
         Executive makes, discovers or conceives (whether or not during the
         hours of his engagement or with the use of the Company's facilities,
         materials or personnel), either solely or jointly with others during
         his or her engagement by the Company or any affiliate and, if based on
         or related to Proprietary Information, at any time after termination
         of such engagement. All Inventions shall be the sole property of the
         Company, and Executive agrees to perform the provisions of this
         Section 16 with respect thereto without the payment by the Company of
         any royalty or any consideration therefor other than the regular
         compensation paid to the Executive in the capacity of an employee or
         consultant.

             (b)  The Executive shall maintain written notebooks in which he or
         she shall set forth, on a current basis, information as to all
         Inventions, describing in detail the procedures employed and the
         results achieved as well as information as to any studies or research
         projects undertaken on the Company's behalf The written notebooks
         shall at all times be the property of the Company and shall be
         surrendered to the Company upon termination of his or her engagement
         or, upon request of the Company, at any time prior thereto.

             (c)  The Executive shall apply, at the Company's request and
         expense, for United States and foreign letters patent or copyrights
         either in the Executive's name or otherwise as the Company shall
         desire.

             (d)  The Executive hereby assigns to the Company all of his or her
         rights to such Inventions, and to applications for United States
         and/or foreign letters patent or copyrights and to United States
         and/or foreign letters patent or copyrights granted upon such
         Inventions.

             (e)  The Executive shall acknowledge and deliver promptly to the
         Company, without charge to the Company, but at its expense, such
         written instruments (including

                                      13
<Page>

         applications and assignments) and do such other acts, such as giving
         testimony in support of the Executive's inventorship, as may be
         necessary in the opinion of the Company to obtain, maintain, extend,
         reissue and enforce United States and/or foreign letters patent and
         copyrights relating to the Inventions and to vest the entire right and
         title thereto in the Company or its nominee. The Executive
         acknowledges and agrees that any copyright developed or conceived of
         by the Executive during the term of Executive's employment which is
         related to the business of the Company shall be a "work for hire"
         under the copyright law of the United States and other applicable
         jurisdictions.

             (f)  The Executive represents that his or her performance of all
         the terms of this Agreement and as an employee of or consultant to the
         Company does not and will not breach any trust prior to his or her
         employment by the Company. The Executive agrees not to enter into any
         agreement either written or oral in conflict herewith and represents
         and agrees that he or she has not brought and will not bring with him
         to the Company or use in the performance of his or her
         responsibilities at the Company any materials or documents of a former
         employer which are not generally available to the public, unless he or
         she has obtained written authorization from the former employer for
         their possession and use, a copy of which has been provided to the
         Company.

             (g)  No provisions of this Section shall be deemed to limit the
         restrictions applicable to the Executive under Section 15.

             (h)  No provisions of this Section shall be deemed or construed to
         require the Executive to assign to the Company any rights or
         intellectual property with respect to any invention which (i) is
         created by the Executive entirely on his own time, (ii) does not
         constitute an "employment invention" as defined in the Utah Employment
         Inventions Act, and (iii) is not exempted from the application of the
         Utah Employment Inventions Act.

         17. SHOP RIGHTS. The Company shall also have the royalty-free right to
use in its business, and to make, use and sell products, processes and/or
services derived from any inventions, discoveries, concepts and ideas, whether
or not patentable, including but not limited to processes, methods, formulas and
techniques, as well as improvements thereof or know-how related thereto, which
are not within the scope of Inventions as defined in Section 16 but which are
conceived or made by the Executive during the period he or she is engaged by the
Company or with the use or assistance of the Company's facilities, materials or
personnel.

         18. NON-COMPETE. The Executive hereby agrees that during the term of
this Agreement and for the period of one year from the termination hereof, that
the Executive will not;

             (a)  Within any jurisdiction or marketing area in the United States
         in which the Company or any subsidiary thereof is doing business, own,
         manage, operate or control any business of the type and character
         engaged in and competitive with the Company or

                                      14
<Page>

         any subsidiary thereof. For purposes of this Section, ownership of
         securities of not in excess of five percent (5%) of any class of
         securities of a public company shall not be considered to be
         competition with the Company or any subsidiary thereof; or

             (b)  Within any jurisdiction or marketing area in the United States
         in which the Company or any subsidiary thereof is doing business, act
         as, or become employed as, an officer, director, employee, consultant
         or agent of any business of the type and character engaged in and
         competitive with the Company or any of its subsidiaries; or

             (c)  Solicit any similar business to that of the Company's for, or
         sell any products that are in competition with the Company's products
         to, any company in the United States, which is, as of the date hereof,
         a customer or client of the Company or any of its subsidiaries, or was
         such a customer or client thereof within two years prior to the date
         of this Agreement; or

             (d)  Solicit the employment of any full time employee employed by
         the Company or its subsidiaries as of the date of termination of this
         Agreement.

         19. REMEDIES AND JURISDICTION.

             (a)  The Executive hereby acknowledges and agrees that a breach of
         the agreements contained in this Agreement will cause irreparable harm
         and damage to the Company, that the remedy at law for the breach or
         threatened breach of the agreements set forth in this Agreement will
         be inadequate, and that, in addition to all other remedies available
         to the Company for such breach or threatened breach (including,
         without limitation, the right to recover damages), the Company shall
         be entitled to injunctive relief for any breach or threatened breach
         of the agreements contained in this Agreement.

             (b)  All claims, disputes and other matters in question between the
         parties arising under this Agreement, shall, unless otherwise provided
         herein, be decided by arbitration in Salt Lake City, Utah, in
         accordance with the Model Employment Arbitration Procedures of the
         American Arbitration Association (including such procedures governing
         selection of the specific arbitrator or arbitrators), unless the
         parties mutually agree otherwise. The Company shall pay the costs of
         any such arbitration. The award by the arbitrator or arbitrators shall
         be final, and judgment may be entered upon it in accordance with
         applicable law in any state or Federal court having jurisdiction
         thereof

         20. ATTORNEYS' FEES. In the event that either party hereunder
institutes any legal proceedings in connection with its rights or obligations
under this Agreement, the prevailing party in such proceeding shall be entitled
to recover from the other party, all costs incurred in connection with such
proceeding, including reasonable attorneys' fees, together with interest thereon
from the date of demand at the rate of twelve percent (12%) per annum.

                                      15
<Page>

         21. SUCCESSORS. This Agreement and all rights of the Executive shall
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, estates, executors, administrators, heirs and beneficiaries. In
the event of the Executive's death, all amounts payable to the Executive under
this Agreement shall be paid to the Executive's surviving spouse, or the
Executive's estate if the Executive dies without a surviving spouse. This
Agreement shall inure to the benefit of, be binding upon and be enforceable by,
any successor, surviving or resulting corporation or other entity to which all
or substantially all of the business and assets of the Company shall be
transferred whether by merger, consolidation, transfer or sale.

         22. ENFORCEMENT. The provisions of this Agreement shall be regarded as
divisible, and if any of said provisions or any part hereof are declared invalid
or unenforceable by a court of competent jurisdiction, the validity and
enforceability of the remainder of such provisions or parts hereof and the
applicability thereof shall not be affected thereby.

         23. AMENDMENT OR TERMINATION. This Agreement may not be amended or
terminated during its term, except by written instrument executed by the Company
and the Executive.

         24. SURVIVABILITY. The provisions of Sections 15, 16, 17, 18, 19, and
20 shall survive termination of this Agreement.

         25. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the Executive and the Company with respect to the subject matter hereof,
and supersedes all prior oral or written agreements, negotiations, commitments
and understandings with respect thereto.

         26. VENUE; GOVERNING LAW. This Agreement and the Executive's and
Company's respective rights and obligations hereunder shall be governed by and
construed in accordance with the laws of the State of Utah without giving effect
to the provisions, principles, or policies thereof relating to choice or
conflicts of laws.

         27. NOTICE. Notices given pursuant to this Agreement shall be in
writing and shall be deemed given when received, and if mailed, shall be mailed
by United States registered or certified mail, return receipt requested,
addressee only, postage prepaid, if to the Company, to:

                  Company:          Optika Investment Company, Inc.
                                    8450 East Crescent Parkway, Suite 100
                                    Greenwood Village, CO 80111-2818
                                    Facsimile:  (720) 889-0153

                  Executive:        Edward P. Mooney
                                    1503 Smokey Mountains Drive
                                    Petaluma, CA 94954
                                    Facsimile:  (707) 769-1622

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<Page>

or to such other address as the Company shall have given to the Executive or, if
to the Executive, to such address as the Executive shall have given to the
Company.

         28. NO WAIVER. No waiver by either party at any time of any breach by
the other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or any prior or
subsequent time.

         29. HEADINGS. The headings herein contained are for reference only and
shall not affect the meaning or interpretation of any provision of this
Agreement.

         30. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Executive has executed this
Agreement, on the date and year first above written.

                                    "COMPANY"

                                    OPTIKA INVESTMENT COMPANY, INC.



                                    By: /s/ Robert Wallace
                                       -----------------------------------------
                                       President          , [Title]
                                       -------------------


                                    "EXECUTIVE"


                                        /s/ Edward P. Mooney
                                       -----------------------------------------
                                            Edward P. Mooney


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