Exhibit 10.3

                  FIRST AMENDMENT TO RESTATED OUTSIDE DIRECTOR
                       COMPENSATION AND STOCK OPTION PLAN

         The CFI ProServices,  Inc.  Restated Outside Director  Compensation and
         Stock Option Plan (the "Plan") is hereby amended as follows:

                  Section 2.1 of the Plan is hereby  amended to read as follows:
                  "Annually  the Board of Directors  shall  establish a retainer
                  payable to the non-employee  Directors. In addition, the Board
                  may  establish   meeting  fees  for  attendance  at  Board  or
                  Committee  meetings  as  the  Board  deems  appropriate.   The
                  retainer  for the  1999-2000  plan  year  shall  be  $7,000.00
                  payable to each non-employee  Director; and each such director
                  shall  receive  $1,000.00  for  attendance  at each  Board  or
                  Committee meeting."

                  Section 3.1 of the Plan is hereby  amended to read as follows:
                  "As of the Effective Date of this First Amendment, the Company
                  shall establish a new reserve from its authorized but unissued
                  stock for 100,000 shares of Common Stock to be issued pursuant
                  to the exercise of options granted under the Plan ("Options").
                  The maximum number of shares which may be issued upon exercise
                  of the Options granted against this new share reserve shall be
                  100,000  shares of Common  Stock.  If any  outstanding  Option
                  under the Plan for any reason expires or is terminated without
                  having been  exercised  in full,  the shares  allocable to the
                  unexercised   portion  of  such  Option   shall  again  become
                  available for option pursuant to this Plan."

                  Section 3.3 of the Plan is hereby  amended to read as follows:
                  "On the first  business day  following  the  Company's  Annual
                  Meeting  of  Shareholders  at which this  First  Amendment  is
                  approved by the  shareholders  of the Company and on the first
                  business  day  following  each  succeeding  Annual  Meeting of
                  Shareholders until the share reserve has been exhausted, every
                  non-employee  Director  eligible to receive  Options  shall be
                  granted an Option to purchase  4,000  shares of the  Company's
                  Common  Stock.  If, on the first  business day  following  the
                  Company's Annual Meeting of

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                  Shareholders, the share reserve is

                  insufficient  to permit a full  4,000  shares to be awarded to
                  each Director, then any remaining shares shall be awarded on a
                  pro rata basis."

                  Section  3.4 of the Plan is hereby  amended so that the second
                  sentence reads as follows: "Every Director eligible to receive
                  Options  under this  Section 3.4 shall be granted an Option to
                  purchase a pro rata portion of the 4,000 shares as corresponds
                  to the  number  of days  (including  non-business  days)  such
                  Director  performs  duties as a Director  of the Company up to
                  and including the day immediately following the Annual Meeting
                  of Shareholders, divided by the number 365."

                  SECTION 3.6 OF THE PLAN IS HEREBY  AMENDED TO READ AS FOLLOWS:
                  "TERM OF  OPTIONS.  The term of each  option  hereunder  shall
                  expire at 5:00  p.m.  Pacific  time on the date  which is five
                  years after the date on which each Option is granted."

         The Effective Date of this First Amendment is May 14, 1999, the date of
         approval of this First Amendment by the Company's Shareholders.

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