EXHIBIT 10.8

               SECOND AMENDMENT TO 1995 CONSOLIDATED AND RESTATED
                                STOCK OPTION PLAN

The 1995  Consolidated and Restated Stock Option Plan of CFI ProServices,  Inc.,
as amended to date (the "Plan") is hereby amended further as provided below:

         Section 1.2 of the Plan is amended to read as follows:

                  1.2      This Plan  includes  the  Company's  Incentive  Stock
                           Option  Plan No. 1, as amended and  restated  October
                           15, 1993 ("Plan No. 1"),  Incentive Stock Option Plan
                           No. 2, as  amended  and  restated  October  15,  1993
                           ("Plan No.  2"),  Incentive  Stock  Option Plan Dated
                           April 30,  1993  (restated  as of October  15,  1993)
                           ("Plan No. 3"),  Nonqualified Stock Option Plan Dated
                           April 30, 1993  (restated  as of October  15,  19993)
                           ("Plan No. 4"), First Amendment to 1995  Consolidated
                           and  Restated  Stock Option Plan  (effective  May 17,
                           1996), and Second Amendment to 1995  Consolidated and
                           Restated  Stock  Option Plan  (effective  January 21,
                           1999) (collectively referred to herein as the "Plans"
                           or  the  "Plan").   The  Plan  governs  any  and  all
                           outstanding  unexercised  stock options granted under
                           the Plans.  All unissued  stock options  reserved for
                           issuance  under  the  Plans,  and all  stock  options
                           issued but not  exercised  under the Plans which have
                           been  terminated  or  expired,  will  continue  to be
                           available and reserved for issuance hereunder.

         Section 4.1 of the Plan is hereby amended to read as follows:

                  4.1      The stock  subject to the options to be granted under
                           the Plan  shall  be made  available  either  from CFI
                           common stock ("Shares")  authorized but unissued,  or
                           from Shares reacquired by the Company. Subject to the
                           adjustment  as  provided in Section  6.11,  the total
                           number of Shares with respect to which the  Committee
                           may grant  stock  options  under  the Plan  shall not
                           exceed  1,530,536 Shares (the aggregate Share reserve
                           of Plans No. 1, 2, 3, 4, and the First  Amendment  to
                           the 1995  Consolidated and Restated

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                           Stock Option Plan
                           computed  as of  January 1,  1999,  plus the  500,000
                           additional  shares authorized by the Second Amendment
                           to 1995 Consolidated and Restated Stock Option Plan).
                           The options  may be granted  either as  qualified  or
                           nonqualified stock options as defined in Section 5.

         Section 10 of the Plan is hereby amended to read as follows:

                    10.  Since this Plan is a  consolidation  of four plans plus
                         two  amendments  adding more  shares to the Plan,  each
                         adopted on a different  date;  and since in the case of
                         "incentive stock options" (as defined in Section 5) the
                         option  must be granted  within ten years from the date
                         the plan is adopted and exercised within ten years from
                         the date of grant, the following sinking reserves shall
                         apply.  The option share reserve of 1,030,536 shares on
                         January  1,  1999  shall be  increased  by the  500,000
                         additional shares authorized by this amendment; but the
                         option share reserve  shall be reduced  (subject to any
                         outstanding  option  grants)  on the  dates  set  forth
                         below:

                                    DATE               SINKING SHARE RESERVE

                                    January 21, 2001   1,388,000
                                    April 16, 2003     1,000,000
                                    January 12, 2006     500,000
                                    January 21, 2009           0

         The effective date of this Second Amendment shall be January 21, 1999.

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