CERTIFICATE OF OWNERSHIP AND MERGER

                    MERGING OPTIKA MERGER SUBSIDIARY CORP.

                      INTO OPTIKA IMAGING SYSTEMS, INC.

                   (Pursuant to Section 253 of the General
                  Corporation Law of the State of Delaware)




OPTIKA IMAGING SYSTEMS,  INC., a Delaware corporation (the "Corporation"),  does
hereby certify:


FIRST:   That  the  Corporation  is  incorporated   pursuant  to  the  General
Corporation Law of the State of Delaware.


SECOND:  That  the  Corporation  owns  all of the  outstanding  shares  of the
capital stock of OPTIKA MERGER SUBSIDIARY CORP., a Delaware corporation.


THIRD:  That the  Corporation,  by the following  resolutions  of its Board of
Directors,  duly adopted on October 6, 1998, determined to merge OPTIKA MERGER
SUBSIDIARY  CORP.  into itself on the terms and  conditions  set forth in such
resolutions:


RESOLVED,  that  effective  upon the  filing of an  appropriate  Certificate  of
Ownership and Merger containing these resolutions with the Secretary of State of
the State of Delaware, OPTIKA MERGER SUBSIDIARY CORP., a wholly-owned subsidiary
of the  Corporation,  shall be merged  with and into the  Corporation,  with the
Corporation to be the surviving corporation of the merger;


FURTHER  RESOLVED,  that at the  effective  time of the  merger  the  issued and
outstanding  shares of the capital stock of OPTIKA MERGER SUBSIDIARY CORP. shall
be canceled, and no consideration shall be issued in exchange therefor.


FURTHER  RESOLVED,  that pursuant to and at the effective  time of the aforesaid
merger,  the  name of the  Corporation  shall be  changed  to  "Optika  Inc." by
deleting Article I of the Certificate of  Incorporation  of the Corporation,  as
amended and  restated,  and inserting in lieu thereof a new Article I to read as
follows:

1.    Name.  The name of this Corporation is Optika Inc.


FURTHER  RESOLVED,  that the President of this  Corporation  be and he hereby is
directed to make,  execute and acknowledge a Certificate of Ownership and Merger
setting forth a copy of these  resolutions and the date of adoption  thereof and
to file the  same in the  office  of the  Secretary  of  State  of the  State of
Delaware.


FURTHER  RESOLVED,  that the  officers of the  Corporation  be, and each of them
hereby  is,  authorized,  empowered  and  directed,  for  and on  behalf  of the
Corporation,  to take any and all  actions,  to  negotiate  for and  enter  into
agreements and amendments to agreements, to perform all such acts and things, to
execute,  file,  deliver or record in the name and on behalf of the Corporation,
all such certificates,  instruments,  agreements or other documents, and to make
all such payments as they, in their  judgment,  or in the judgment of any one or
more of them, may deem necessary, advisable or appropriate in order to carry out
the purpose and intent of, or consummate the  transactions  contemplated by, the
foregoing  resolution  and/or all of the  transactions  contemplated  therein or
thereby, the authorization  therefor to be conclusively  evidenced by the taking
of such action or the execution and delivery of such certificates,  instruments,
agreements or documents.


IN WITNESS WHEREOF,  the Corporation has caused this Certificate to be signed by
Mark K.  Ruport,  its Chief  Executive  Officer and  President,  this 6th day of
October, 1998.


                        OPTIKA IMAGING SYSTEMS, INC.



                                    By:     /s/     Mark K. Ruport       
                                       ------------------------------------
                                    Mark K. Ruport, Chief Executive Officer
                                    and President