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                                                                     Exhibit 3.6

                                  OPTIKA INC.
                          CERTIFICATE OF DESIGNATION
                                      OF
                    SERIES A-1 CONVERTIBLE PREFERRED STOCK


        Pursuant to Section 151(g) of the General Corporation Law of the State
of Delaware, Optika Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware ("DGCL"),
DOES HEREBY CERTIFY that:

        Pursuant to the authority conferred upon the Board of Directors of the
Corporation by Article IVB of the Second Amended and Restated Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"), and in
accordance with the provisions of Section 151(g) of the DGCL, the Board of
Directors of the Corporation on April 24, 2001, adopted the following resolution
creating a Series of Preferred Stock designated as Series A-1 Convertible
Preferred Stock.

        RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the DGCL and the provisions of
the Certificate of Incorporation, a series of the class of authorized Preferred
Stock, par value $0.001 per share, of the Corporation is hereby created and that
the designation and number of shares thereof and the voting powers, preferences
and relative, participating, optional and other special rights of the shares of
such series, and the qualifications, limitations, and restrictions thereof, are
as follows (capitalized terms used herein shall have the meanings set forth in
Section 10 hereof or otherwise in this Certificate of Designation):

        SECTION 1.  DESIGNATION; NUMBER; RANK.

        (a)  Designation; Number.  The shares of such series shall be designated
"Series A-1 Convertible Preferred Stock" (the "Series A-1 Preferred Stock"). The
number of shares constituting the Series A-1 Preferred Stock shall be 731,851.

        (b)  Rank.  The Series A-1 Preferred Stock shall, with respect to rights
on liquidation, dissolution or winding up, rank senior to the Common Stock, par
value $0.001 per share, of the Corporation (the "Common Stock") and all other
capital stock of the Corporation issued prior to or on or after the date hereof.

        SECTION 2.  DIVIDENDS.

        No dividend or other distribution, whether in cash, securities or other
property, shall be paid on or declared and set apart for any share of Common
Stock or any other securities of the Corporation  (collectively, the "Common
Equity"), other than the Series A-1 Preferred Stock, for any period  nor shall
the Corporation redeem, purchase, or otherwise acquire for consideration any
Common Equity, unless an equal dividend is contemporaneously or previously paid
with respect to all outstanding shares of Series A-1 Preferred Stock on an as-
converted basis.  For the purposes of this Section 2, repurchases of shares from
employees, directors or consultants at their original purchase price following
the termination of services to or employment with the Corporation pursuant to
vesting agreements approved by the Board of Directors shall not be deemed to be
dividends.
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        SECTION 3.  LIQUIDATION, DISSOLUTION OR WINDING UP.

        (a)  (i)  If the Corporation shall (A) commence a voluntary case under
the Federal bankruptcy laws or any other applicable Federal or state bankruptcy,
insolvency or similar law, or (B) consent to the entry of an order for relief in
an involuntary case under such law or to the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Corporation, or of any substantial part of its property, or (C)
make an assignment for the benefit of its creditors, or (D) admit in writing its
inability to pay its debts generally as they become due, or (ii)(x) if a decree
or order for relief in respect of the Corporation shall be entered by a court
having jurisdiction in the premises in an involuntary case under the Federal
bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency
or similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Corporation or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and (y) any such decree or order shall be unstayed and in effect
for a period of 60 consecutive days and on account of any such event the
Corporation shall liquidate, dissolve or wind up, or (iii) if the Corporation
shall otherwise liquidate, dissolve or wind up, after payment or provision for
the payment for the debts and other liabilities of the Corporation (each, a
"Liquidation"), no distribution shall be made to the holders of shares of Junior
Stock or Parity Stock unless, prior thereto, the holders of shares of Series A-1
Preferred Stock shall have received, in cash  with respect to each share of
Series A-1 Preferred Stock, the greater of (A) the Liquidation Preference with
respect to such share of the Series A-1 Preferred Stock; or (B) the amount which
would have been paid upon any such Liquidation in respect of the aggregate
number of shares of Common Stock into which such share of Series A-1 Preferred
Stock is then convertible, it being understood that holders of Series A-1
Preferred Stock may be deemed to participate in the amount receivable by the
holders of Common Stock as aforesaid in this clause (B) without having to
convert the shares of Series A-1 Preferred Stock held by such holders (the
greater of the amounts set forth in clause (A) and (B) above with respect to any
share of Series A-1 Preferred Stock, the "Preference Amount," and the aggregate
such amount for all outstanding shares of Series A-1 Preferred Stock, the
"Aggregate Preference Amount").

        (b)  A Change of Control in which the consideration payable to the
holders of shares of the Corporation's capital stock or received by the
Corporation consists solely of the securities or property (other than cash or
cash equivalents) of another corporation or entity shall also be deemed to be a
"Liquidation," as a result of which the holders of shares of Series A-1
Preferred Stock shall be entitled to receive in preference and priority to
holders of shares of Common Stock with respect to each share of Series A-1
Preferred Stock, the Preference Amount in such securities or property in
accordance with Section 3(e) below (or cash, in the Corporation's sole
discretion).

        (c)  If, upon any such Liquidation, whether voluntary or involuntary,
the assets to be distributed to the holders of the Series A-1 Preferred Stock
shall be insufficient to permit payment of the full amount of the Preference
Amount with respect to each share of Series A-1 Preferred Stock, then the entire
assets of the Corporation to be distributed among the holders of the Series A-1
Preferred Stock shall be distributed ratably among such holders in accordance
with the number of shares of Series A-1 Preferred Stock held by each such holder
in proportion to the ratio that the Preference Amount payable on each such share
bears to the Aggregate Preference Amount.

        (d)  After the payment to the holders of shares of the Series A-1
Preferred Stock of the full amount of any liquidating distribution to which they
are entitled under this Section 3, the holders of the

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Series A-1 Preferred Stock as such shall have no right or claim to any of the
remaining assets of the Corporation.

        (e)  Whenever the distribution provided for in this Section 3 shall be
payable in securities or property other than cash, the value of such
distribution shall be the Fair Market Value of such securities or property.

        SECTION 4.  VOTING RIGHTS.

        In addition to any voting rights provided by law, the holders of shares
of Series A-1 Preferred Stock shall have the voting rights set forth in this
Section 4:

        (a)  (i)    Right to Vote as a Single Class with Holders of Common
Stock.  So long as any of the Series A-1 Preferred Stock is outstanding, each
share of Series A-1 Preferred Stock shall entitle the holder thereof to vote on
all matters submitted to a vote of the stockholders of the Corporation, voting
together as a single class with the holders of Common Stock. The holders of each
share of Series A-1 Preferred Stock shall be entitled to vote with respect to
each share of Series A-1 Preferred Stock held by each such holder a number of
votes equal to the number of votes which could be cast in such vote by a holder
of the number of shares of Common Stock into which such share of Series A-1
Preferred Stock is then convertible on the record date for such vote without
such holder being required to convert such shares. Fractional votes shall not,
however, be permitted and any fractional voting rights available on an as-
converted basis (after aggregation of all shares of Common Stock into which
shares of Series A-1 Preferred Stock held by each holder could be converted)
shall be rounded to the nearest whole number (with one-half being rounded
upward).

             (ii)   Right to Elect a Director.  On the Issue Date, the Board of
Directors shall cause the total number of directors then constituting the whole
Board of Directors to be fixed at eight.  The holders of the outstanding shares
of Series A-1 Preferred Stock shall be entitled to designate one director for
election to the Board of Directors of the Corporation as a Class I director and,
voting separately as a series, shall have the exclusive right to vote for the
election of such designee to the Board of Directors for so long as the Investors
(as defined in the Exchange Agreement) and their affiliates beneficially own in
the aggregate shares of Series A-1 Preferred Stock and/or Common Stock issuable
upon conversion or exercise thereof (collectively, the "Common Shares")
representing (and assuming conversion and exercise of all such Series A-1
Preferred Stock) greater than 15% of the total outstanding Common Shares
(assuming such conversion and exercise and adjusting for stock splits, stock
combinations and like transactions) as of the Issue Date.  Any such designee may
be removed with or without cause by the holders of the Series A-1 Preferred
Stock.

             (iii)  No Right to Class Vote on Certain Transactions.  Subject to
the rights of holders of shares of Series A-1 Preferred Stock set forth in
Sections 4(a)(i), 4(b), and 7, the Corporation may, without the consent of any
holder of Series A-1 Preferred Stock, consolidate with or merge with or into, or
convey, transfer or lease all or substantially all its assets as an entirety to,
any Person, provided that: (A) the successor, transferee or lessee (if not the
Corporation) is organized and existing under the laws of the United States of
America or any State thereof or the District of Columbia and the Series A-1
Preferred Stock shall be converted into or exchanged for and shall become shares
of, or interests in, such successor, transferee or lessee, having in respect of
such successor, transferee, or lessee substantially the same powers, preferences
and relative, participating, optional or other special rights and the
qualifications, limitations or restrictions thereof, that the Series A-1
Preferred Stock has immediately prior to such transaction; and (B) the
Corporation delivers to the transfer agent an officers' certificate and provides

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reasonable evidence that such consolidation, merger, conveyance, transfer or
lease complies with this Certificate of Designation. In the event of any
consolidation or merger or conveyance, transfer or lease of all or substantially
all of the assets of the Corporation that is permitted pursuant to this
subparagraph (iii), the successor resulting from such consolidation or into
which the Corporation is merged or the transferee or lessee to which such
conveyance, transfer or lease is made, will succeed to, and be substituted for,
and may exercise every right and power of, the Corporation with respect to the
Series A-1 Preferred Stock (or the shares or interests into, or for which, the
Series A-1 Preferred Stock is converted or exchanged), and thereafter, except in
the case of a lease, the predecessor (if still in existence) shall be released
from its obligations and covenants with respect to the Series A-1 Preferred
Stock.

        (b)  Actions Not to be Taken Without Consent of Holders of Series A-1
Preferred Stock.  So long as any shares of Series A-1 Preferred Stock are
outstanding, the prior written consent of the holders of a majority of the
shares of Series A-1 Preferred Stock outstanding at the time of such consent
shall be required in order to:

             (i)    authorize, increase the authorized number of shares of, or
issue (including on conversion, exercise or exchange of any convertible,
exercisable or exchangeable securities or by reclassification) (A) any shares of
any class or classes or series within a class of the Corporation's capital stock
ranking prior to (either as to dividends or upon Liquidation) the Series A-1
Preferred Stock, or (B) any Parity Stock;

             (ii)   increase the authorized number of shares of, or issue
(including on conversion, exercise or exchange of any convertible, exercisable
or exchangeable securities or by reclassification) any shares of, Series A-1
Preferred Stock other than as authorized by this Certificate of Designation; or

             (iii)  reclassify any shares of Series A-1 Preferred Stock or
authorize, adopt or approve an amendment to the Certificate of Incorporation or
this Certificate of Designation which would increase or decrease the par value
of the shares of Series A-1 Preferred Stock, or alter or change the powers,
preferences or special rights of the Series A-1 Preferred Stock.

             (iv)   enter into any agreement with respect to, engage in or
consummate any Change of Control (x) pursuant to which any holder of Series A-1
Preferred Stock would not receive the full Preference Amount to which each such
holder is entitled as a result of such transaction ,(y) as a result of which the
Corporation would have insufficient authorized capital stock to satisfy the
conversion rights of each holder of shares of Series A-1 Preferred Stock
pursuant to Section 7(g) hereof or (z) pursuant to which any of the
consideration payable to any holder of the Series A-1 Preferred Stock consists
of consideration other than cash or cash equivalents; provided, however, that
this Section 4(b)(iv) shall not apply if, following the exercise of the voting
rights provided herein and prior to the consummation of the Change of Control,
the Corporation redeems all of the Series A-1 Preferred for cash in an amount
equal to the then-applicable Preference Amount or, in the case of a Public
Company Liquidation Event, for cash in an amount equal to the then-applicable
Liquidation Preference.

        (c)   Exercise of Voting Rights.  (i)  The foregoing rights of holders
of shares of Series A-1 Preferred Stock to take any actions (A) as provided in
Section 4(a)(i) may be exercised at any annual meeting of stockholders or at a
special meeting of stockholders held for such purpose or at any adjournment
thereof and (B) as provided in Sections 4(a)(ii) and 4(b) may be exercised (x)
by a consent or consents in writing signed by the requisite number of holders of
Series A Preferred Stock or (y) at any annual meeting of holders of Series A-1
Preferred Stock or at a special meeting of holders of Series A-1 Preferred Stock

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held for such purpose or at any adjournment thereof.  The Chairman of the Board
of the Corporation may call, and if the holders of Series A-1 Preferred Stock
are to vote separately as a single class, upon the written request of holders of
record of 20% of the outstanding shares of Series A-1 Preferred Stock, addressed
to the Secretary of the Corporation, at the principal office of the Corporation,
the Chairman of the Board of the Corporation shall call, a special meeting of
the holders of shares of Series A-1 Preferred Stock entitled to vote as provided
herein.  The Corporation shall use its best efforts to hold such meeting within
10, but in any event not later than 20, days after delivery of such request to
the Secretary, upon the notice specified by the requesting holders of Series A-1
Preferred Stock or if not so specified as provided by law and in the By-Laws of
the Corporation for the holding of meetings of stockholders.

             (ii)   At each meeting of stockholders at which the holders of
shares of Series A-1 Preferred Stock shall have the right, voting separately as
a single class, to take any action, the presence in person or by proxy of the
holders of record of one-half of the total number of shares of Series A-1
Preferred Stock then outstanding and entitled to vote on the matter shall be
necessary and sufficient to constitute a quorum. At any such meeting or at any
adjournment thereof, in the absence of a quorum of the holders of shares of
Series A-1 Preferred Stock, a majority of the holders of such shares present in
person or by proxy shall have the power to adjourn the meeting as to the actions
to be taken by the holders of shares of Series A-1 Preferred Stock from time to
time and place to place without notice other than announcement at the meeting
until a quorum shall be present.

             (iii)  For the taking of any action as provided in Sections
4(a)(ii) or 4(b) by the holders of shares of Series A-1 Preferred Stock, each
such holder shall have one vote for each share of such stock standing in his
name on the transfer books of the Corporation as of any record date fixed for
such purpose or, if no such date be fixed, at the close of business on the
Business Day next preceding the day on which notice is given, or if notice is
waived, at the close of business on the Business Day next preceding the day on
which the meeting is held.

        SECTION 5.  RESTRICTIONS ON DISTRIBUTIONS IN RESPECT OF COMMON STOCK.

        (a)  For so long as any shares of Series A-1 Preferred Stock shall
remain outstanding, upon the occurrence and during the continuance of any
default by the Corporation in respect of its obligations in favor of any holders
of the Series A-1 Preferred Stock, the Corporation shall not declare or pay any
dividends or make any distributions, whether in cash, securities or other
property, upon, nor shall the Corporation redeem, purchase or otherwise acquire
for consideration any shares of Parity Stock or Junior Stock, other than the
repurchase of shares of capital stock or securities convertible into or
exchangeable for capital stock of the Corporation held by directors or employees
of the Corporation pursuant to employee benefit plans approved by the Board of
Directors.

        (b)  The Corporation shall not permit any subsidiaries of the
Corporation to purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation could, pursuant to
clause (a) of this Section 5, purchase such shares at such time and in such
manner.

        SECTION 6.  STATUS OF CONVERTED STOCK.

        Any shares of Series A-1 Preferred Stock converted, purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares of Series
A-1 Preferred Stock shall upon their cancellation, and upon the filing of any
document required by the DGCL, become authorized but unissued shares of
Preferred Stock, $0.001

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par value, of the Corporation and may be reissued as part of another series of
Preferred Stock, $0.001 par value, of the Corporation.

        SECTION 7.  CONVERSION.

        (a)  Right to Convert.  Subject to the provisions for adjustment
hereinafter set forth, the holders of Series A-1 Preferred Stock shall have the
right following the Issue Date at any time in whole and from time to time in
part, at such holder's option, to convert any or all outstanding shares (and
fractional shares) of Series A-1 Preferred Stock into Common Stock as set forth
hereinafter.  Each share of Series A-1 Preferred Stock shall be convertible into
such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing the Liquidation Preference as of the Conversion Date by
the Conversion Price as of the Conversion Date.  The Conversion Price shall be
the Initial Conversion Price (as defined in paragraph (e) below) as adjusted in
accordance with clauses (f) and (g) of this Section 7.

        (b)  Mechanics of Conversion.  Conversion of the Series A-1 Preferred
Stock may be effected by any such holder upon the surrender to the Corporation
at the principal office of the Corporation or at the office of any agent or
agents of the Corporation, as may be designated by the Board of Directors of the
Corporation (the "Transfer Agent"), of the certificate(s) for such Series A-1
Preferred Stock to be converted, accompanied by a written notice (the date of
such notice being referred to as the "Conversion Date") stating that such holder
elects to convert all or a specified whole number of such shares in accordance
with the provisions of this Section 7 and specifying the name or names in which
such holder wishes the certificate or certificates for shares of Common Stock to
be issued.  In case any holder's notice shall specify a name or names other than
that of such holder, such notice shall be accompanied by payment of all transfer
taxes payable upon the issuance of shares of Common Stock in such name or names.
Other than such taxes, the Corporation will pay any and all transfer, issue,
stamp and other taxes (other than taxes based on income) that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of
Series A-1 Preferred Stock pursuant hereto.  As promptly as practicable, and in
any event within five Business Days after the surrender of such certificate or
certificates and the receipt of such notice relating thereto and, if applicable,
payment of all transfer taxes which are the responsibility of the holder as set
forth above (or the demonstration to the satisfaction of the Corporation that
such taxes have been paid), the Corporation shall deliver or cause to be
delivered (i) certificates representing the number of validly issued, fully paid
and nonassessable full shares of Common Stock, to which the holder of shares of
Series A-1 Preferred Stock being converted shall be entitled and (ii) if less
than the full number of shares of Series A-1 Preferred Stock evidenced by the
surrendered certificate or certificates is being converted, a new certificate or
certificates, of like tenor, for the number of shares evidenced by such
surrendered certificate or certificates less the number of shares being
converted.  Such conversion shall be deemed to have been made at the close of
business on the Conversion Date so that the rights of the holder thereof as to
the shares being converted shall cease except for the rights pursuant to Section
7(c) to receive shares of Common Stock, in accordance herewith, and payment for
any fractional share and the person entitled to receive the shares of Common
Stock shall be treated for all purposes as having become the record holder of
such shares of Common Stock at such time.

        (c)  Fractional Shares.  In connection with the conversion of any shares
of Series A-1 Preferred Stock into Common Stock, no fractions of shares of
Common Stock shall be issued, but in lieu thereof the Corporation shall pay a
cash adjustment in respect of such fractional interest in an amount equal to
such fractional interest multiplied by the Market Price per share of Common
Stock on the Trading Day on which such shares of Series A-1 Preferred Stock are
deemed to have been converted. If more than one share of Series A-1 Preferred
Stock shall be surrendered for conversion by the same holder at the same time,
the number of full shares of Common Stock issuable on conversion thereof shall
be computed on the

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basis of the total number of shares of Series A-1 Preferred Stock so
surrendered. Promptly upon conversion, the Corporation shall pay to the holder
of shares of Series A-1 Preferred Stock so converted, out of funds legally
available, an amount in cash, or by wire transfer of same day funds, in lieu of
any fractional interest of such holder.

        (d)  Reservation of Stock Issuable Upon Conversion.  The Corporation
shall at all times reserve and keep available for issuance upon the conversion
of the Series A-1 Preferred Stock, free from any preemptive rights, such number
of its authorized but unissued shares of Common Stock as will from time to time
be sufficient to permit the conversion of all outstanding shares of Series A-1
Preferred Stock issued pursuant to this Certificate of Designation into Common
Stock, and shall take all actions required to increase the authorized number of
shares of Common Stock if necessary to permit the conversion of all outstanding
shares of Series A-1 Preferred Stock.

        (e)  Initial Conversion Price.  The initial Conversion Price shall equal
$20.496 (the "Initial Conversion Price").

        (f)  (i)  Adjustment to Conversion Price for Stock Dividends and for
Combinations or Subdivisions of Common Stock.  (i)  In case the Corporation
shall at any time or from time to time after the Issue Date (A) pay a dividend
or make a distribution on the outstanding shares of Common Stock in shares of
Common Stock, (B) subdivide or split the outstanding shares of Common Stock, (C)
combine or reclassify the outstanding shares of Common Stock into a smaller
number of shares or (D) issue by reclassification of the shares of Common Stock
any shares of capital stock of the Corporation, then, and in each such case, the
Conversion Price in effect immediately prior to such event or the record date
therefor, whichever is earlier, shall be adjusted so that the holder of any
shares of Series A-1 Preferred Stock thereafter surrendered for conversion shall
be entitled to receive the number of shares of Common Stock or other securities
of the Corporation which after the happening of any of the events described
above such shares of Series A-1 Preferred Stock would have been entitled had
such shares of Series A-1 Preferred Stock been surrendered for conversion
immediately prior to the happening of such event or the record date therefor,
whichever is earlier.  An adjustment made pursuant to this clause (i) shall
become effective (x) in the case of any such dividend or distribution,
immediately after the close of business on the record date for the determination
of holders of shares of Common Stock entitled to receive such dividend or
distribution, or (y) in the case of such subdivision, split, reclassification or
combination, at the close of business on the day upon which such corporate
action becomes effective.  Such adjustment shall be made successively whenever
an event listed above shall occur.  No adjustment shall be made pursuant to this
clause (i) in connection with any transaction to which clause (g) applies.

             (ii)   In case the Corporation shall issue shares of Common Stock
(or rights, warrants or other securities convertible into or exercisable or
exchangeable for shares of Common Stock) (collectively, "Additional Shares")
after the Issue Date at a price per share (or having a conversion or exercise
price per share) less than the Current Market Price as of the date of issuance
of such shares (or, in the case of convertible or exchangeable securities, less
than the Current Market Price as of the date of issuance of the rights, warrants
or other securities in respect of which shares of Common Stock were issued),
then, and in each such case, the Conversion Price shall be reduced to an amount
determined by multiplying (A) the Conversion Price in effect on the day
immediately prior to the date of issuance of such Additional Shares by (B) a
fraction, the numerator of which shall be the sum of (1) the number of shares of
Common Stock Outstanding immediately prior to such sale or issue multiplied by
the then applicable Current Market Price per share and (2) the aggregate
consideration receivable by the Corporation for the total number of shares of
Common Stock so issued (or into or for which the rights, warrants or other
convertible securities may convert or be exercisable or exchangeable), and the
denominator of which shall

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be the sum of (x) the total number of shares of Common Stock Outstanding
immediately prior to such sale or issue and (y) the number of Additional Shares
issued (or into or for which the rights, warrants or convertible securities may
be converted, exercised or exchanged), multiplied by the Current Market Price.
An adjustment made pursuant to this clause (ii) shall be made on the next
Business Day following the date on which any such issuance is made and shall be
effective retroactively to the close of business on the date of such issuance of
Additional Shares. For purposes of this clause (ii), the aggregate consideration
receivable by the Corporation in connection with the issuance of shares of
Common Stock or of rights, warrants or convertible securities shall be deemed to
be equal to the sum of the aggregate offering price (before deduction of
underwriting discounts or commissions and expenses payable to third parties) of
all such Common Stock, rights, warrants and convertible securities plus the
aggregate amount (as determined on the date of issuance), if any, payable upon
exercise or conversion of any such rights, warrants and convertible securities
into shares of Common Stock. If, subsequent to the date of issuance of such
right, warrants or other convertible securities, the exercise or conversion
price thereof is reduced, such aggregate amount shall be recalculated and the
Conversion Price shall be adjusted retroactively to give effect to such
reduction. On the expiration of any option or the termination of any right to
convert or exchange any securities into Additional Shares, the Conversion Price
then in effect hereunder shall forthwith be increased to the Conversion Price
which would have been in effect at the time of such expiration or termination
(but taking into account other adjustments made following the time of issuance
of such securities) had such security, to the extent outstanding immediately
prior to such expiration or termination, never been issued. In case any portion
of the consideration to be received by the Corporation shall be in a form other
than cash, the Fair Market Value of such non-cash consideration shall be
utilized in the foregoing computation. If Common Stock is sold as a unit with
other securities, the aggregate consideration received for such Common Stock
shall be deemed to be net of the Fair Market Value of such other securities. The
issuance or reissuance of (i) any shares of Common Stock or rights, warrants or
other securities convertible into shares of Common Stock (whether treasury
shares or newly issued shares) (A) pursuant to a dividend or distribution on, or
subdivision, split, combination or reclassification of, the outstanding shares
of Common Stock requiring an adjustment in the Conversion Price pursuant to
clause (i) of this clause (f); (B) pursuant to any restricted stock or stock
option plan or stock purchase program of the Corporation involving the grant of
options or rights to acquire Common Stock to directors, officers and employees
and, in the case of options, consultants and service providers, of the
Corporation and its subsidiaries so long as (x) the granting of such options or
rights has been approved by the Board of Directors and (y) the aggregate
consideration receivable by the Corporation in connection with such options
shall be no less than fair market value, as determined by the Board of
Directors, and in connection with such rights under the employee stock purchase
plan of the Corporation shall be no less than 85% of the fair market value, as
determined by the Board of Directors, in each case of the Common Stock
underlying such options or rights on the date of grant; (C) pursuant to any
option, warrant, right, or convertible security outstanding as of the Issue
Date, or (ii) the Series A-1 Preferred Stock issuable pursuant to the Exchange
Agreement and any shares of Common Stock issuable upon conversion or exercise
thereof, shall not be deemed to constitute an issuance of Common Stock or
convertible securities by the Corporation to which this clause (f)(ii) applies;
provided that, notwithstanding clause (i)(C), the Conversion Price shall be
appropriately reduced to the extent that the number of shares into which any
such security may be converted, exercised or exchanged is increased or the price
therefor is reduced after the Issue Date. No adjustment shall be made pursuant
to this clause (f)(ii) in connection with any transaction to which clause (g)
applies.

             (iii)  In case the Corporation shall fix a record date for the
issuance on a pro rata basis of rights, options or warrants to the holders of
its Common Stock (or other securities convertible into or exercisable or
exchangeable for shares of Common Stock) entitling such holders to subscribe for
or purchase shares of Common Stock (or securities convertible into or
exercisable or exchangeable for shares of Common Stock) at a price per share of
Common Stock (or having a conversion, exercise or exchange

                                     - 8 -
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price per share of Common Stock, in the case of a security convertible into, or
exerciseable or exchangeable for, shares of Common Stock) less than the Current
Market Price on such record date, the maximum number of shares of Common Stock
issuable upon exercise of such rights, options or warrants (or conversion of
such convertible securities) shall be deemed to have been issued and outstanding
as of such record date and the Conversion Price shall be adjusted pursuant to
Section 7(f)(ii) hereof, as though such maximum number of shares of Common Stock
had been so issued for an aggregate consideration payable by the holders of such
rights, options, warrants or other securities prior to their receipt of such
shares of Common Stock. Such adjustment shall be made successively whenever such
record date is fixed; and in the event that such rights, options or warrants are
not so issued or expire in whole or in part unexercised, or in the event of a
change in the number of shares of Common Stock to which the holders of such
rights, options or warrants are entitled (other than pursuant to adjustment
provisions therein comparable to those contained in this Section 7(f)), the
Conversion Price shall again be adjusted as follows: (A) in the event that all
of such rights, options or warrants expire unexercised, the Conversion Price
shall be the Conversion Price that would then be in effect if such record date
had not been fixed; (B) in the event that less than all of such rights, options
or warrants expire unexercised, the Conversion Price shall be adjusted pursuant
to Section 7(f)(ii) to reflect the maximum number of shares of Common Stock
issuable upon exercise of such rights, options or warrants that remain
outstanding (without taking into effect shares of Common Stock issuable upon
exercise of rights, options or warrants that have lapsed or expired); and (C) in
the event of a change in the number of shares of Common Stock to which the
holders of such rights, options or warrants are entitled, the Conversion Price
shall be adjusted to reflect the Conversion Price which would then be in effect
if such holder had initially been entitled to such changed number of shares of
Common Stock. Notwithstanding the foregoing, in case the Corporation shall issue
rights, options or warrants ("Stockholder Rights") to all holders of its Common
Stock entitling the holders thereof to subscribe for or purchase shares of
Common Stock, which rights or warrants (i) are deemed to be transferred with
such shares of Common Stock, (ii) are not exercisable and (iii) are also issued
in respect of future issuances of Common Stock, in each case in clauses (i)
through (iii) until the occurrence of a specified event or event ("Trigger
Event"), such Stockholder Rights shall for purposes of this clause (iii) not be
deemed issued or distributed until the occurrence of the earliest Trigger Event
and the conversion price shall not be reduced until the occurrence of such
earliest Trigger Event.

             (iv)   In case the Corporation shall fix a record date for the
making of a distribution to all holders of any class of Common Stock (including
any such distribution made in connection with a consolidation or merger in which
the Corporation is the continuing corporation) of evidences of indebtedness,
assets or other property, the Conversion Price to be in effect after such record
date shall be determined by multiplying the Conversion Price in effect
immediately prior to such record date by a fraction, (A) the numerator of which
shall be the Conversion Price immediately prior to such distributions less the
Fair Market Value of the portion of the assets, other property or evidence of
indebtedness so to be distributed which is applicable to one share of Common
Stock and (B) the denominator of which shall be the Conversion Price immediately
prior to such distributions. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is
not so made, the Conversion Price shall again be adjusted to be the Conversion
Price which would then be in effect if such record date had not been fixed. An
adjustment to the Conversion Price also shall be made in respect of dividends
and distributions paid exclusively in cash to all holders of any class of Common
Stock (excluding any dividend or distribution in connection with the Liquidation
of the Corporation, whether voluntary or involuntary, and any cash that is
distributed upon a merger, consolidation or other transaction for which an
adjustment pursuant to Section 7(g) is made) or in the case where the
Corporation effects any repurchase of its Common Stock where the sum of (1) all
such cash dividends and distributions made within the preceding 12 months in
respect of which no adjustment has been made and (2) any cash and the Fair
Market Value of other consideration paid in respect of any

                                     - 9 -
<PAGE>

repurchases of Common Stock by the Corporation or any of its subsidiaries within
the preceding 12 months in respect of which no adjustment has been made, exceeds
5% of the Corporation's market capitalization (being the product of the then
Current Market Price of the Common Stock times the aggregate number of shares of
Common Stock then outstanding on the record date for such distribution). The
Conversion Price to be in effect after such adjustment shall be determined by
subtracting from the Conversion Price in effect prior to such adjustment an
amount equal to the quotient of (A) the sum of clause (1) and clause (2) above
and (B) the number of shares of Common Stock outstanding on the date such
adjustment is to be determined.

             (v)    The term "dividend," as used in this clause (f), shall mean
a dividend or other distribution upon the capital stock of the Corporation.

             (vi)   Anything in this clause (f) to the contrary notwithstanding,
the Corporation shall not be required to give effect to any adjustment in the
Conversion Price (x) if, in connection with any event which would otherwise
require an adjustment pursuant to this clause (f), the holders of Series A-1
Preferred Stock have received the dividend or distribution to which such holders
are entitled under Section 2 hereof or (y) unless and until the net effect of
one or more adjustments (each of which shall be carried forward), determined as
above provided, shall have resulted in a change of the Conversion Price such
that the number of shares of Common Stock receivable upon conversion of each
share of Series A-1 Preferred Stock would differ by at least one two-hundredth
of one share of Common Stock, and when the cumulative net effect of more than
one adjustment so determined shall be to change the Conversion Price by at least
one two-hundredth of one share of Common Stock, such change in Conversion Price
shall thereupon be given effect. All calculations under this Section 7 shall be
made to the nearest four decimal points.

             (vii)  The certificate of any firm of independent public
accountants of recognized national standing selected by the Board of Directors
of the Corporation (which may be the firm of independent public accountants
regularly employed by the Corporation) shall be presumptively correct for any
computation made under this clause (f).

             (viii) If the Corporation shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, and shall thereafter and before the distribution to stockholders
legally abandon its plan to pay or deliver such dividend or distribution, then
thereafter no adjustment in the number of shares of Common Stock issuable upon
exercise of the right of conversion granted by this clause (f) or in the
Conversion Price then in effect shall be required by reason of the taking of
such record.

             (ix)   If any event occurs as to which the provisions of this
Section 7(f) are not strictly applicable or if strictly applicable would not
fairly protect the rights of the holders of the Series A-1 Preferred Stock in
accordance with the essential intent and principles of such provisions, the
Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such rights of the holders of the Series A-1 Preferred Stock.

        (g)  Change of Control.  In the case of any Change of Control in which
all or any portion of the consideration payable to the holders of shares of
Common Stock or the Company is in the form of cash or cash equivalents(a "Cash
Transaction") occurring at any time, then each share of Series A-1 Preferred
Stock shall, at the election of holders of a majority of the shares of Series A-
1 Preferred Stock then outstanding, immediately prior to the consummation of
such Cash Transaction, convert into such number of shares of Common Stock as
would have the right to receive in such Change of Control the

                                     - 10 -
<PAGE>

consideration received by the holders of shares of Common Stock in such Cash
Transaction in an amount equal in Fair Market Value to the Preference Amount. If
the holders of a majority of the shares of Series A-1 Preferred Stock do not
elect to convert their shares of Series A-1 Preferred Stock into Common Stock in
accordance with the preceding sentence, or in the case of any consolidation or
merger or reclassification in connection therewith of the Corporation with or
into another corporation (other than a Change of Control or Liquidation, a
"Transaction"), occurring at any time, the Corporation, or the person formed by
the consolidation or resulting from the merger or which acquires such assets or
which acquires the Corporation's shares, as the case may be, shall make
appropriate provision in its certificate or articles of incorporation or other
constituent documents with respect to the rights and interests of the holders of
the Series A-1 Preferred Stock to the end that the provisions hereof shall
thereafter be applicable and such rights shall be clearly provided for in the
definitive transaction documents relating to such transaction. The certificate
or articles of incorporation or other constituent document shall provide for
adjustments, which, for events subsequent to the effective date of the
certificate or articles of incorporation or other constituent document, shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Section 7. The provisions of this Section 7(g) shall similarly apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.

        (h)  Notice of Record Date.  In case at any time or from time to time
(i) the Corporation shall pay any stock dividend or make any other non-cash
distribution to the holders of its Common Stock, or offer for subscription pro
rata to the holders of its Common Stock any additional shares of stock of any
class or any other right, or (ii) there shall be any capital reorganization or
reclassification of the Common Stock of the Corporation or consolidation or
merger of the Corporation with or into another corporation, or any sale or
conveyance to another corporation of the property of the Corporation as an
entirety or substantially as an entirety, or (iii) there shall be a Liquidation
of the Corporation, or (iv) the Corporation effects or proposes to effect a
Change of Control or Transaction, then, in any one or more of said cases the
Corporation shall give at least 20 days' prior written notice (the time of
mailing of such notice shall be deemed to be the time of giving thereof) to the
registered holders of the Series A-1 Preferred Stock at the addresses of each as
shown on the books of the Corporation maintained by the Transfer Agent thereof
of the date on which (A) a record shall be taken for such stock dividend,
distribution or subscription rights or (B) such reorganization,
reclassification, consolidation, merger, sale or conveyance or Liquidation shall
take place, as the case may be; provided that, in the case of any transaction to
which clause (g) applies the Corporation shall give at least 30 days' prior
written notice as aforesaid. Such notice shall also specify the date as of which
the holders of the Common Stock of record shall participate in said dividend,
distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale or conveyance or
participate in such Liquidation, as the case may be. Failure to give such notice
shall not invalidate any action so taken.

        SECTION 8.  REPORTS AS TO ADJUSTMENTS.

        Upon any adjustment of the Conversion Price then in effect and any
increase or decrease in the number of shares of Common Stock issuable upon the
operation of the conversion provisions set forth in Section 7, then, and in each
such case, the Corporation shall promptly deliver to the holders of the Series
A-1 Preferred Stock and the Transfer Agent of the Common Stock, a certificate
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation, setting
forth in reasonable detail the event requiring the adjustment and the method by
which such adjustment was calculated and specifying the Conversion Price then in
effect following such adjustment and the increased or decreased number of shares
issuable upon a conversion following such adjustment, and shall set forth in
reasonable detail the method of calculation of each and a brief statement

                                     - 11 -
<PAGE>

of the facts requiring such adjustment. Where appropriate, such notice to
holders of the Series A-1 Preferred Stock may be given in advance and included
as part of the notice required under the provisions of Section 7(h).

        SECTION 9.  CERTAIN COVENANTS.

        (a)  Any registered holder of Series A-1 Preferred Stock may proceed to
protect and enforce its rights and the rights of such holders by any available
remedy by proceeding at law or in equity to protect and enforce any such rights,
whether for the specific enforcement of any provision in this Certificate of
Designation or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

        (b)  So long as any of the Series A-1 Preferred Stock is outstanding, in
the event the Corporation is not required to file quarterly and annual financial
reports with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act, the Corporation will furnish the holders of the Series A-1
Preferred Stock with reports containing the same information as would be
required in such reports.


        SECTION 10.  DEFINITIONS.

        For the purpose of this Certificate of Designation of Series A
Convertible Preferred Stock, the following terms shall have the meanings
indicated:

        "Board of Directors" shall mean the board of directors of the
     Corporation.

        "Business Day" shall mean any day other than a Saturday, Sunday, or a
     day on which banking institutions in New York City, New York are authorized
     or obligated by law or executive order to close.

        "Change of Control" shall mean the occurrence of any of the following:
     (i) the sale, lease, transfer, conveyance or other disposition (other than
     by way of merger or consolidation and other than pursuant to a Liquidation,
     except as defined in Section 3(b)), in one or more related transactions, of
     all or substantially all of the properties and assets of the Corporation
     and its subsidiaries taken as a whole to any Person (as such term is used
     in Section 13(d)(3) of the Exchange Act), (ii) the consummation of any
     transaction or other event (including, without limitation, any acquisition
     of shares, merger or consolidation) including a Public Company Liquidation
     Event, the result of which is that any "Person" or "Group" (as such terms
     are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
     "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5
     under the Exchange Act, except that a Person shall be deemed to have
     beneficial ownership of all shares that such Person has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or indirectly, of shares of capital stock
     representing or convertible, exercisable or exchangeable for more than 50%
     of the voting power of the Corporation, and (iii) any event which would
     result in a Conversion Price adjustment pursuant to the third sentence of
     Section 7(f)(iv) assuming for these purposes that the percentage of market
     capitalization referred to therein was 25%; provided, however, that any
     transaction or series of related transactions which result, directly or
     indirectly, in any Person or Group becoming the

                                     - 12 -
<PAGE>

     beneficial owner of shares of capital stock representing or convertible,
     exercisable or exchangeable for no more than 65% of the voting power of the
     Corporation and which the Board of Directors of the Corporation does not
     authorize, approve, or enter into any agreement with respect to, will not
     be deemed to be a Change of Control hereunder.

        "Commission" shall mean the Securities and Exchange Commission.

        "Conversion Date" shall have the meaning as set forth in Section 7(b)
     hereof.

        "Conversion Price" shall mean the Initial Conversion Price, subject to
     adjustment as provided in Section 7.

        "Current Market Price," shall mean, as to shares of Common Stock or any
     other class of capital stock or securities of the Corporation or any other
     issuer which are publicly traded, the average of the daily Market Prices of
     the Common Stock for fifteen consecutive Trading Days immediately preceding
     the date for which such value is to be computed.

        "Equity Value" shall mean the value of an acquiring corporation equal to
     the Fair Market Value of such corporation's capital stock or other
     securities as of the date the acquisition agreement is executed multiplied
     by the total number of outstanding shares of capital stock or other
     securities of such corporation on such date.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended, or any successor federal statute, and the rules and regulations of
     the Commission thereunder, all as the same shall be in effect at the time.
     Reference to a particular section of the Exchange Act shall include
     reference to the comparable section, if any, of any such successor federal
     statute.

        "Exchange Agreement" shall mean that certain agreement dated as of April
     30, 2001 among the Corporation and the purchasers party thereto.

        "Fair Market Value" shall mean, as to shares of Common Stock or any
     other class of capital stock or securities of the Corporation or any other
     issuer which are publicly traded, the Current Market Price of such shares
     or securities. The "Fair Market Value" of any security which is not
     publicly traded or of any other property shall mean the fair value thereof
     as determined by an independent investment banking firm experienced in the
     valuation of such securities or property selected in good faith by the
     Board of Directors or a committee thereof and reasonably acceptable to
     holders of a majority of the shares of Series A-1 Preferred Stock.

        "Initial Conversion Price" shall have the meaning as set forth in
     Section 7(e) hereof.

        "Issue Date" shall mean May 7, 2001.

        "Junior Stock" shall mean the Common Stock and any other capital stock
     or any rights, warrants or other securities convertible into or exercisable
     or exchangeable for Common Stock or any other capital stock of the
     Corporation ranking junior upon liquidation, dissolution or winding up) to
     the Series A-1 Preferred Stock.

        "Liquidation Preference" with respect to a share of Series A-1
     Preferred Stock shall mean (i) prior to February 23, 2003, $24.5952, or
     (ii) $30.744 thereafter; provided, however, that in the event of a Change
     of Control in which the Equity Value  of the acquiring entity prior to such
     event

                                     - 13 -
<PAGE>

     is less than $100 million, the Liquidation Preference shall mean $30.744;
     provided, further, that each such preference amount shall be adjusted for
     any stock splits, combinations and similar events with respect to such
     share of Series A-1 Preferred Stock (the "Initial Liquidation Preference").

        "Market Price" when used with reference to shares of Common Stock or
     other securities on any date, shall mean (i) if such Common Stock or other
     security is listed or authorized for trading on any national securities
     exchange, the closing price of such Common Stock or other security on such
     date, (ii) if such shares of Common Stock or other security are not so
     listed, the price of the last trade, as reported on the Nasdaq National
     Market, not identified as having been reported late to such system, or
     (iii) if such shares of Common Stock or other securities are so traded as
     provided in clause (ii), but not so quoted, the average of the last bid and
     ask prices, as those prices are reported on the Nasdaq National Market, or
     (iv) if such shares of Common Stock or other securities are not listed or
     authorized for trading on a national securities exchange or the Nasdaq
     National Market or any comparable system, the average of the closing bid
     and asked prices as furnished by two members of the National Association of
     Securities Dealers, Inc. selected from time to time by the Corporation for
     that purpose.  If the Common Stock or such other securities are not
     publicly held or so listed or publicly traded, "Market Price" shall mean
     the Fair Market Value per share of Common Stock or of such other securities
     as determined in good faith by the Board of Directors based on an opinion
     of an independent investment banking firm experienced in the valuation of
     such securities selected in good faith by the Board of Directors or a
     committee thereof and reasonably acceptable to holders of a majority of the
     shares of Series A-1 Preferred Stock.

        "Outstanding" shall mean, when used with reference to Common Stock, at
     any date as of which the number of shares thereof is to be determined,
     fully diluted shares of Common Stock (calculated as prescribed by generally
     accepted accounting principles), except shares then owned or held by or for
     the account of the Company or any subsidiary thereof and except options
     shall not be included until the same are exercised.

        "Parity Stock" shall mean any capital stock or any rights, warrants or
     other securities convertible into or exercisable or exchangeable for shares
     of any capital stock of the Corporation ranking on a parity (upon
     liquidation, dissolution or winding up) with the Series A-1 Preferred
     Stock.

        "Person" shall mean any individual, firm, corporation, partnership  or
     other entity, and shall include any successor (by merger or otherwise) of
     such entity.

        "Public Company Liquidation Event" shall mean the consummation of any
     transaction or other event the result of which is the same as described in
     clause (ii) of the definition of Change of Control and in which the
     consideration to be paid to the holders of Common Stock of the Corporation
     consists solely of common shares of a corporation which has an aggregate
     public float (immediately prior to such transaction) and as determined by
     multiplying the Current Market Price of the common shares of such
     corporation by the aggregate number of such common shares then outstanding
     and not held by affiliates of such corporation) of at least $250 million,
     provided that such shares are (A) either listed or authorized for trading
     on a national securities exchange or on the Nasdaq National Market and (B)
     freely tradeable without restriction by the holders of common shares.

                                     - 14 -
<PAGE>

        "Trading Day" means a Business Day or, if the Common Stock is listed or
     admitted to trading on any national securities exchange or the Nasdaq
     National Market, a day on which such exchange or the Nasdaq National Market
     is open for the transaction of business.

                                     - 15 -
<PAGE>

        IN WITNESS WHEREOF, the officers named below, acting for and on behalf
of Optika Inc., have hereunto subscribed their names on this 7th day of May,
2001.


                                        OPTIKA INC.


                                        By: /s/ Mark K. Ruport
                                            --------------------------------
                                            Name:   Mark K. Ruport
                                            Title:  President

Attest:

By: /s/ Steven M. Johnson
    ---------------------------
    Name:   Steven M. Johnson
    Title:  Vice President

                                     - 16 -