OPTIKA INC.
                      2000 EMPLOYEE STOCK PURCHASE PLAN



I.    PURPOSE OF THE PLAN

            This 2000 Employee  Stock Purchase Plan is intended to promote the
interests of Optika Inc. by providing  eligible employees with the opportunity
to acquire a proprietary interest in the Corporation through  participation in
a  payroll-deduction  based  employee  stock purchase plan designed to qualify
under Section 423 of the Code.

            Capitalized  terms herein shall have the meanings assigned to such
terms in the attached Appendix.

II.   ADMINISTRATION OF THE PLAN

            The Plan Administrator  shall have full authority to interpret and
construe  any  provision  of the Plan and to adopt such rules and  regulations
for  administering  the Plan as it may deem  necessary in order to comply with
the  requirements  of Code  Section 423.  Decisions of the Plan  Administrator
shall be final and binding on all parties having an interest in the Plan.

III.  STOCK SUBJECT TO PLAN

A.    The stock  purchasable  under the Plan shall be shares of authorized but
unissued  or  reacquired  Common  Stock,  including  shares  of  Common  Stock
purchased  on the open  market.  The maximum  number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed  Three  Hundred
Thousand (300,000) shares.

B.    Should  any  change be made to the  Common  Stock by reason of any stock
split, stock dividend,  recapitalization,  combination of shares,  exchange of
shares or other  change  affecting  the  outstanding  Common  Stock as a class
without the Corporation's  receipt of consideration,  appropriate  adjustments
shall be made to (i) the  maximum  number  and  class of  securities  issuable
under the Plan,  (ii) the maximum  number and class of securities  purchasable
per  Participant  on any one  Purchase  Date and (iii) the number and class of
securities and the price per share in effect under each  outstanding  purchase
right in order to prevent the dilution or enlargement of benefits thereunder.

IV.   OFFERING PERIODS

A.    Shares of Common  Stock  shall be offered  for  purchase  under the Plan
through a series of  successive  offering  periods  until such time as (i) the
maximum  number of shares of Common Stock  available  for  issuance  under the
Plan  shall  have been  purchased  or (ii) the Plan  shall  have  been  sooner
terminated.

B.    Each  offering   period  shall  be  of  such  duration  (not  to  exceed
twenty-four (24) months) as determined by the Plan Administrator  prior to the
start date. The initial  offering  period shall commence on August 1, 2000 and
terminate on the last  business  day in July 2002.  The next  offering  period
shall  commence  on the first  business  day in August  2002,  and  subsequent
offering periods shall commence as designated by the Plan Administrator.

C.    Each  offering  period  shall be  comprised  of a series  of one or more
successive  Purchase  Intervals.  Purchase  Intervals shall run from the first
business  day in February  each year to the last  business  day in July of the
same year and from the  first  business  day in  August  each year to the last
business day in January of the following  year.  However,  the first  Purchase
Interval in effect under the initial  offering period shall commence on August
1, 2000 and terminate on the last business day in January 2001.

D.    Should the Fair Market  Value per share of Common  Stock on any Purchase
Date  within an offering  period be less than the Fair Market  Value per share
of Common Stock on the start date of that offering period,  then that offering
period shall automatically  terminate immediately after the purchase of shares
of  Common  Stock on such  Purchase  Date,  and a new  offering  period  shall
commence on the next  business day  following  such  Purchase  Date,  with all
Participants in the terminated  offering period to be  automatically  enrolled
in the new offering  period.  The new offering period shall have a duration of
twenty-four (24) months,  unless a shorter duration is established by the Plan
Administrator  within five (5) business days  following the start date of that
offering period.

V.    ELIGIBILITY

A.    Each  individual  who is an  Eligible  Employee on the start date of any
offering  period under the Plan may enter that  offering  period on such start
date or on any subsequent  Quarterly  Entry Date within that offering  period,
provided he or she remains an Eligible Employee.

B.    Each  individual who first becomes an Eligible  Employee after the start
date of an offering  period may enter that offering  period on any  subsequent
Quarterly  Entry Date  within  that  offering  period on which he or she is an
Eligible Employee.

C.    The date an  individual  enters an offering  period shall be  designated
his or her Entry Date for purposes of that offering period.

D.    To  participate  in the  Plan  for a  particular  offering  period,  the
Eligible  Employee must complete the enrollment  forms  prescribed by the Plan
Administrator  (including a stock purchase  agreement and a payroll  deduction
authorization)  and  file  such  forms  with the  Plan  Administrator  (or its
designate) on or before his or her scheduled Entry Date.

VI.   PAYROLL DEDUCTIONS

A.    The payroll  deduction  authorized  by the  Participant  for purposes of
acquiring  shares  of  Common  Stock  during  an  offering  period  may be any
multiple of one percent (1%) of the Cash  Compensation paid to the Participant
during each Purchase  Interval within that offering period, up to a maximum of
ten percent (10%).  The deduction rate so authorized  shall continue in effect
throughout the offering  period,  except to the extent such rate is changed in
accordance with the following guidelines:

(i)   The Participant may, at any time during the offering period,  reduce his
      or her  rate  of  payroll  deduction  to  become  effective  as  soon as
      possible   after   filing   the   appropriate   form   with   the   Plan
      Administrator.  The Participant may not,  however,  effect more than one
      (1) such reduction per Purchase Interval.

(ii)  The  Participant  may,  prior to the  commencement  of any new  Purchase
      Interval  within the  offering  period,  increase the rate of his or her
      payroll   deduction  by  filing  the  appropriate  form  with  the  Plan
      Administrator.  The new  rate  (which  may not  exceed  the ten  percent
      (10%)  maximum)  shall  become  effective on the start date of the first
      Purchase Interval following the filing of such form.

B.    Payroll  deductions  shall  begin on the  first  pay day  following  the
Participant's  Entry Date into the offering  period and shall  (unless  sooner
terminated  by the  Participant)  continue  through the pay day ending with or
immediately  prior to the last day of that  offering  period.  The  amounts so
collected shall be credited to the Participant's  book account under the Plan,
but no interest shall be paid on the balance from time to time  outstanding in
such account.  The amounts  collected from the  Participant  shall not be held
in any  segregated  account  or  trust  fund  and may be  commingled  with the
general assets of the Corporation and used for general corporate purposes.

C.    Payroll  deductions  shall  automatically  cease upon the termination of
the  Participant's  purchase  right in accordance  with the  provisions of the
Plan.

D.    The  Participant's  acquisition  of Common  Stock  under the Plan on any
Purchase Date shall neither  limit nor require the  Participant's  acquisition
of Common Stock on any subsequent  Purchase Date, whether within the same or a
different offering period.

VII.  PURCHASE RIGHTS

A.    Grant of  Purchase  Right.  A  Participant  shall be  granted a separate
purchase right for each offering period in which he or she  participates.  The
purchase  right  shall be  granted  on the  Participant's  Entry Date into the
offering period and shall provide the  Participant  with the right to purchase
shares  of  Common  Stock,  in a series of  successive  installments  over the
remainder  of such  offering  period,  upon the  terms set  forth  below.  The
Participant shall execute a stock purchase agreement  embodying such terms and
such  other  provisions  (not   inconsistent   with  the  Plan)  as  the  Plan
Administrator may deem advisable.

            Under no circumstances  shall purchase rights be granted under the
Plan to any Eligible Employee if such individual would,  immediately after the
grant,  own (within the meaning of Code  Section  424(d)) or hold  outstanding
options or other rights to  purchase,  stock  possessing  five percent (5%) or
more of the total  combined  voting  power or value of all classes of stock of
the Corporation or any Corporate Affiliate.

B.    Exercise  of  the  Purchase   Right.   Each  purchase   right  shall  be
automatically  exercised in  installments  on each  successive  Purchase  Date
within the offering  period,  and shares of Common Stock shall  accordingly be
purchased  on  behalf  of each  Participant  (other  than  Participants  whose
payroll  deductions have previously been refunded  pursuant to the Termination
of Purchase Right  provisions  below) on each such Purchase Date. The purchase
shall be effected by applying the  Participant's  payroll  deductions  for the
Purchase  Interval  ending  on such  Purchase  Date to the  purchase  of whole
shares of Common  Stock at the  purchase  price in effect for the  Participant
for that Purchase Date.

C.    Purchase  Price.  The  purchase  price per share at which  Common  Stock
will be purchased on the  Participant's  behalf on each  Purchase  Date within
the offering  period shall be  eighty-five  percent  (85%) of the lower of (i)
the Fair Market  Value per share of Common  Stock on the  Participant's  Entry
Date into that  offering  period  or (ii) the Fair  Market  Value per share of
Common  Stock on that  Purchase  Date.  However,  for each  Participant  whose
Entry  Date is other than the start date of the  offering  period,  the clause
(i) amount  shall in no event be less than the Fair Market  Value per share of
Common Stock on the start date of that offering period.

D.    Number of  Purchasable  Shares.  The  number  of shares of Common  Stock
purchasable by a Participant on each Purchase Date during the offering  period
shall be the number of whole shares obtained by dividing the amount  collected
from the Participant  through payroll  deductions during the Purchase Interval
ending  with  that  Purchase  Date by the  purchase  price in  effect  for the
Participant for that Purchase Date.  However,  the maximum number of shares of
Common Stock  purchasable  per  Participant on any one Purchase Date shall not
exceed seven hundred fifty (750) shares,  subject to periodic  adjustments  in
the event of certain changes in the Corporation's capitalization.

E.    Excess  Payroll  Deductions.  Any payroll  deductions not applied to the
purchase of shares of Common Stock on any  Purchase  Date because they are not
sufficient  to  purchase a whole  share of Common  Stock shall be held for the
purchase  of Common  Stock on the next  Purchase  Date.  However,  any payroll
deductions  not  applied  to the  purchase  of  Common  Stock by reason of the
limitation on the maximum number of shares  purchasable by the  Participant on
the Purchase Date shall be promptly refunded.

F.    Termination of Purchase  Right.  The following  provisions  shall govern
the termination of outstanding purchase rights:

(i)   A  Participant  may,  at any time prior to the next  scheduled  Purchase
      Date in the offering period,  terminate his or her outstanding  purchase
      right by filing the  appropriate  form with the Plan  Administrator  (or
      its  designate),  and no further payroll  deductions  shall be collected
      from the  Participant  with respect to the  terminated  purchase  right.
      Any payroll  deductions  collected during the Purchase Interval in which
      such  termination  occurs  shall,  at  the  Participant's  election,  be
      immediately  refunded  or held for the  purchase  of  shares on the next
      Purchase  Date.  If no such  election is made at the time such  purchase
      right is terminated,  then the payroll deductions collected with respect
      to the terminated right shall be refunded as soon as possible.

(ii)  The  termination  of such purchase right shall be  irrevocable,  and the
      Participant  may not  subsequently  rejoin the offering period for which
      the  terminated   purchase  right  was  granted.   In  order  to  resume
      participation in any subsequent  offering  period,  such individual must
      re-enroll  in the Plan (by  making a  timely  filing  of the  prescribed
      enrollment  forms) on or before  his or her  scheduled  Entry  Date into
      that offering period.

(iii) Should the  Participant  cease to remain an  Eligible  Employee  for any
      reason  (including  death,  disability or change in status) while his or
      her purchase right remains  outstanding,  then that purchase right shall
      immediately  terminate,  and all of the Participant's payroll deductions
      for the  Purchase  Interval in which the  purchase  right so  terminates
      shall be immediately  refunded.  However,  should the Participant  cease
      to remain in active  service by reason of an  approved  unpaid  leave of
      absence,  then the  Participant  shall  have the right,  exercisable  up
      until the last  business  day of the  Purchase  Interval  in which  such
      leave  commences,  to elect to (a) withdraw  all the payroll  deductions
      collected  to date on his or her behalf for that  Purchase  Interval  or
      (b) have  such  funds  held for the  purchase  of  shares  on his or her
      behalf on the next  scheduled  Purchase  Date.  If no such  election  is
      made prior to the last  business day of the  purchase  interval in which
      the leave commences,  then the payroll deductions  collected during such
      Purchase  Period  shall be  refunded as soon as  possible.  In no event,
      however,  shall any  further  payroll  deductions  be  collected  on the
      Participant's   behalf   during   the   leave  of   absence.   Upon  the
      Participant's  return to active service,  his or her payroll  deductions
      under the Plan shall  automatically  resume at the rate in effect at the
      time the leave began,  unless the  Participant  withdraws  from the Plan
      prior to his or her return.

G.    Corporate   Transaction.   Each   outstanding   purchase   right   shall
automatically  be exercised,  immediately  prior to the effective  date of any
Corporate Transaction,  by applying the payroll deductions of each Participant
for the Purchase  Interval in which such Corporate  Transaction  occurs to the
purchase of whole shares of Common  Stock at a purchase  price per share equal
to  eighty-five  percent  (85%) of the lower of (i) the Fair Market  Value per
share of  Common  Stock on the  Participant's  Entry  Date  into the  offering
period in which  such  Corporate  Transaction  occurs or (ii) the Fair  Market
Value per share of Common Stock  immediately  prior to the  effective  date of
such Corporate Transaction.

            The  Corporation  shall use its best  efforts  to provide at least
ten  (10)-days  prior  written  notice  of the  occurrence  of  any  Corporate
Transaction,  and  Participants  shall,  following the receipt of such notice,
have the right to terminate  their  outstanding  purchase  rights prior to the
effective date of the Corporate Transaction.

H.    Proration  of  Purchase  Rights.  Should  the total  number of shares of
Common Stock to be purchased  pursuant to outstanding  purchase  rights on any
particular  date exceed the number of shares then available for issuance under
the Plan,  the Plan  Administrator  shall  make a pro-rata  allocation  of the
available  shares on a uniform and  nondiscriminatory  basis,  and the payroll
deductions  of each  Participant,  to the  extent in  excess of the  aggregate
purchase  price  payable for the Common Stock  pro-rated  to such  individual,
shall be refunded.

I.    Assignability.  The  purchase  right  shall be  exercisable  only by the
Participant and shall not be assignable or transferable by the Participant.

J.    Stockholder  Rights.  A  Participant  shall have no  stockholder  rights
with respect to the shares  subject to his or her  outstanding  purchase right
until the shares are purchased on the Participant's  behalf in accordance with
the provisions of the Plan and the  Participant  has become a holder of record
of the purchased shares.

VIII. ACCRUAL LIMITATIONS

A.    No  Participant  shall be  entitled to accrue  rights to acquire  Common
Stock  pursuant to any purchase  right  outstanding  under this Plan if and to
the extent such accrual,  when  aggregated  with (i) rights to purchase Common
Stock accrued under any other  purchase right granted under this Plan and (ii)
similar  rights  accrued under other employee stock purchase plans (within the
meaning of Code  Section 423) of the  Corporation or any Corporate  Affiliate,
including the Company's  Employee Stock Purchase Plan,  would otherwise permit
such Participant to purchase more than Twenty-Five  Thousand Dollars ($25,000)
worth of stock of the  Corporation or any Corporate  Affiliate  (determined on
the basis of the Fair Market  Value per share on the date or dates such rights
are granted) for each calendar year such rights are at any time outstanding.

B.    For  purposes of  applying  such  accrual  limitations  to the  purchase
rights granted under the Plan, the following provisions shall be in effect:

(i)   The right to acquire Common Stock under each outstanding  purchase right
      shall accrue in a series of  installments  on each  successive  Purchase
      Date during the offering period on which such right remains outstanding.

(ii)  No right to acquire  Common Stock under any  outstanding  purchase right
      shall accrue to the extent the  Participant  has already  accrued in the
      same  calendar  year the right to acquire  Common Stock under one (1) or
      more  other  purchase  rights at a rate  equal to  Twenty-Five  Thousand
      Dollars  ($25,000) worth of Common Stock (determined on the basis of the
      Fair  Market  Value per  share on the date or dates of  grant)  for each
      calendar year such rights were at any time outstanding.

C.    If by  reason  of such  accrual  limitations,  any  purchase  right of a
Participant  does not  accrue for a  particular  Purchase  Interval,  then the
payroll  deductions which the Participant  made during that Purchase  Interval
with respect to such purchase right shall be promptly refunded.

D.    In the  event  there is any  conflict  between  the  provisions  of this
Article and  one or  more  provisions  of the  Plan or any  instrument  issued
thereunder, the provisions of this Article shall be controlling.

IX.   EFFECTIVE DATE AND TERM OF THE PLAN

A.    The Plan was  adopted  by the Board on March 6, 2000, and shall  become
effective  on August 1,  2000,  provided,  however,  that no  purchase  rights
granted  under the Plan  shall be  exercised,  and no  shares of Common  Stock
shall be issued hereunder,  until (i) the Plan shall have been approved by the
stockholders of the Corporation and (ii) the  Corporation  shall have complied
with all applicable  provisions of federal  securities  laws,  state corporate
and  securities  laws,  all  applicable  listing  requirements  of  any  stock
exchange (or the Nasdaq  National  Market,  if applicable) on which the Common
Stock is listed for trading and all other applicable requirements  established
by  law  or  regulation.  In  the  event  such  stockholder  approval  is  not
obtained, or such compliance is not effected,  within twelve (12) months after
the date on which the Plan is adopted by the Board,  the Plan shall  terminate
and have no further force or effect,  and all sums collected from Participants
during the initial offering period hereunder shall be refunded.

B.    Unless sooner  terminated by the Board,  the Plan shall  terminate  upon
the  earliest  of (i) the  last  business  day in July 2010,  (ii) the date on
which all shares  available  for issuance  under the Plan shall have been sold
pursuant  to  purchase  rights  exercised  under the Plan or (iii) the date on
which all  purchase  rights  are  exercised  in  connection  with a  Corporate
Transaction.  No further  purchase  rights shall be granted or exercised,  and
no further  payroll  deductions  shall be collected,  under the Plan following
such termination.

X.    AMENDMENT OF THE PLAN

            The Board may alter,  amend,  suspend or  discontinue  the Plan at
any time to become effective  immediately  following the close of any Purchase
Interval.   However,   the  Board  may  not,   without  the  approval  of  the
Corporation's  stockholders,  (i) materially  increase the number of shares of
Common  Stock  issuable  under  the  Plan  or the  maximum  number  of  shares
purchasable per  Participant on any one Purchase Date,  except for permissible
adjustments   in  the  event  of   certain   changes   in  the   Corporation's
capitalization,  (ii)  alter the  purchase  price  formula so as to reduce the
purchase  price payable for the shares of Common Stock  purchasable  under the
Plan or (iii) materially  increase the benefits accruing to Participants under
the Plan or materially  modify the requirements for eligibility to participate
in the Plan.

XI.   GENERAL PROVISIONS

A.    All costs and expenses incurred in the  administration of the Plan shall
be paid by the Corporation.

B.    Nothing  in the Plan  shall  confer  upon the  Participant  any right to
continue in the employ of the  Corporation or any Corporate  Affiliate for any
period of specific  duration or interfere  with or  otherwise  restrict in any
way the rights of the Corporation (or any Corporate  Affiliate  employing such
person) or of the Participant,  which rights are hereby expressly  reserved by
each, to terminate such person's  employment at any time for any reason,  with
or without cause.

C.    The  provisions  of the Plan shall be  governed by the laws of the State
of Colorado without resort to that State's conflict-of-laws rules.

<PAGE>

                                  Schedule A

                        Corporations Participating in
                      2000 Employee Stock Purchase Plan
                             As of August 1, 2000


                                 Optika Inc.
                         Optika Imaging Systems, Inc.
                           Optika Asia Incorporated
                    Optika Imaging Systems Europe Limited



<PAGE>


                                   APPENDIX


            The following definitions shall be in effect under the Plan:

A.    CASH COMPENSATION  shall mean (i) the  regular  base  salary  paid to a
Participant by one or more  Participating  Companies during such  individual's
period of  participation  in one or more offering periods under the Plan, plus
(ii) any pre-tax  contributions  made by the  Participant  to any Code Section
401(k) salary deferral plan or any Code Section 125 cafeteria  benefit program
now or hereafter  established by the  Corporation or any Corporate  Affiliate,
plus (iii) all of the following  amounts to the extent paid in cash:  overtime
payments,  bonuses,   commissions,   profit-sharing  distributions  and  other
incentive-type  payments.  However,  Eligible  Earnings  shall not include any
contributions   (other  than  Code   Section   401(k)  or  Code   Section  125
contributions)  made on the  Participant's  behalf by the  Corporation  or any
Corporate  Affiliate  to any  deferred  compensation  plan or welfare  benefit
program now or hereafter established.

B.    BOARD shall mean the Corporation's Board of Directors.

C.    CODE shall mean the Internal Revenue Code of 1986, as amended.

D.    COMMON STOCK shall mean the Corporation's common stock.

E.    CORPORATE AFFILIATE shall mean any parent or subsidiary  corporation of
the Corporation  (as determined in accordance with Code Section 424),  whether
now existing or subsequently established.

F.    CORPORATE TRANSACTION shall mean either of the followinG
stockholder-approved transactions to which the Corporation is a party:

(i)   a merger  or  consolidation  in which  securities  possessing  more than
      fifty  percent  (50%)  of  the  total  combined   voting  power  of  the
      Corporation's  outstanding  securities  are  transferred  to a person or
      persons different from the persons holding those securities  immediately
      prior to such transaction, or

(ii)  the sale,  transfer or other  disposition of all or substantially all of
      the assets of the Corporation in complete  liquidation or dissolution of
      the Corporation.

G.    CORPORATION shall mean Optika  Inc.,  a Delaware  corporation,  and any
corporate  successor to all or substantially all of the assets or voting stock
of Optika Inc. which shall by appropriate action adopt the Plan.

H.    ELIGIBLE  EMPLOYEE  shall  mean any person  who is  employed  by a
Participating  Corporation  on a  basis  under  which  he or she is  regularly
expected  to render  more than  twenty (20) hours of service per week for more
than five (5) months per  calendar  year for earnings  considered  wages under
Code Section 3401(a).

I.    ENTRY DATE shall mean the date an  Eligible  Employee  first  commences
participation  in the offering  period in effect under the Plan.  The earliest
Entry Date under the Plan shall be August 1, 2000.

J.    FAIR MARKET VALUE per share of Common  Stock on any relevant  date shall
be determined in accordance with the following provisions:

(i)   If the  Common  Stock  is at the  time  traded  on the  Nasdaq  National
      Market,  then the Fair Market Value shall be the closing  selling  price
      per  share of Common  Stock on the date in  question,  as such  price is
      reported  by the  National  Association  of  Securities  Dealers  on the
      Nasdaq National Market or any successor  system.  If there is no closing
      selling  price for the Common  Stock on the date in  question,  then the
      Fair  Market  Value  shall  be the  closing  selling  price  on the last
      preceding date for which such quotation exists.

(ii)  If the Common  Stock is at the time listed on any Stock  Exchange,  then
      the Fair Market  Value shall be the closing  selling  price per share of
      Common  Stock on the date in question on the Stock  Exchange  determined
      by the  Plan  Administrator  to be the  primary  market  for the  Common
      Stock,  as such  price is  officially  quoted in the  composite  tape of
      transactions  on such  exchange.  If there is no closing  selling  price
      for the  Common  Stock on the  date in  question,  then the Fair  Market
      Value shall be the closing  selling price on the last preceding date for
      which such quotation exists.

K.    1933 ACT shall mean the Securities Act of 1933, as amended.

L.    PARTICIPANT shall  mean  any  Eligible  Employee  of  a  Participating
Corporation who is actively participating in the Plan.

M.    PARTICIPATING CORPORATION shall mean the Corporation and such Corporate
Affiliate or Affiliates  as may be  authorized  from time to time by the Board
to  extend  the  benefits  of  the  Plan  to  their  Eligible  Employees.  The
Participating  Corporations  in the Plan as of August  1,  2000 are  listed in
attached Schedule A.

N.    PLAN shall mean the Corporation's 2000 Employee Stock Purchase Plan, as
set forth in this document.

O.    PLAN  ADMINISTRATOR shall mean the  committee  of two (2) or more Board
members appointed by the Board to administer the Plan.

P.    PURCHASE DATE shall  mean  the  last  business  day of  each  Purchase
Interval.  The initial Purchase Date shall be January 31, 2001.

Q.    PURCHASE INTERVAL shall mean each  successive  six  (6)-month  period
within  the  offering  period  at the end of which  there  shall be  purchased
shares of Common Stock on behalf of each Participant.

R.    QUARTERLY ENTRY DATE shall mean the first  business  day in  February,
May,  August and  November  each year on which an Eligible  Employee may first
enter an offering period.

S.    STOCK EXCHANGE shall mean either the American Stock Exchange or the New
York Stock Exchange.