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                                                                    EXHIBIT 10.1
                                AMENDMENT NO. 3
                                       TO
                          LOAN AND SECURITY AGREEMENT
                          ---------------------------


     This Amendment No. 3 to Loan and Security Agreement is entered into as of
September 3, 1996, by and between Silicon Valley Bank ("Bank") and Optika
Imaging Systems, Inc. ("Borrower").

                                 RECITALS
                                 --------

     Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of June 16, 1995, as amended from time to time (the "Agreement"). The
parties desire to amend the Agreement in accordance with the terms of this
Amendment.

     NOW, THEREFORE, the parties agree as follows:

     1. The following terms are revised or added as defined terms in Section
1.1, as follows:

        "Committed Line" means Three Million Dollars ($3,000,000).

        "Initial Public Offering" means the sale by Borrower of its equity
securities in a sale pursuant to a registration statement filed under the
Securities Act of 1933, as amended.

     2. The first paragraph of Section 2.1 is amended to read as follows:

        2.1   Advances. Subject to and upon the terms and conditions of this
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Agreement, Bank agrees to make Advances (each a "Revolving Advance" and
collectively "Revolving Advances") to Borrower in an aggregate amount not to
exceed the Committed Line. Subject to the terms and conditions of this
Agreement, amounts borrowed pursuant to this Section 2.1 may be repaid and
reborrowed at any time prior to September 2, 1997.


     3. Section 2.3(a) is amended to read as follows:

        (a)  Interest Rate. Except as set forth in Section 2.3(b), any Advances
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shall bear interest, on the average Daily Balance, at a floating rate equal to
Three Quarters of One Percentage Point (0.75%) above the Prime Rate, and any
Equipment Advances shall bear interest on the outstanding balance at a floating
rate equal to two (2) percentage points above the Prime Rate.

     4. Section 6.3 is amended by adding the following paragraph:

        Notwithstanding the foregoing, Borrower need not deliver to Bank a
Borrowing Base Certificate or listings of accounts receivable and accounts
payable, Bank shall not audit Borrower's Accounts, and clause (a) of the first
paragraph of Section 6.3 shall not be effective.

5.   Section 6.13 is deleted from the Agreement, and Sections 6.10, 6.11, 6.12
and 6.14 of the Agreement are amended and restated to read as follows:

        6.10   Quick Ratio.  Borrower shall maintain, as of the last day of
               -----------
               each calendar quarter, a ratio of Quick Assets to Current
               Liabilities, excluding deferred maintenance revenue, of at least
               1.75 to 1.0.
             
        6.11   Debt-Tangible Net Worth Ratio.  Borrower shall maintain as
               -----------------------------
               of the last day of each calendar quarter a ratio of Total
               Liabilities less Subordinated Debt, excluding all

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                deferred maintenance revenue, to Tangible Net Worth plus
                Subordinated Debt of not more than 1.0 to 1.0.
             
         6.12   Tangible Net Worth. Borrower shall maintain as of the last day
                ------------------  
                of each calendar quarter a Tangible Net Worth plus Subordinated
                Debt of not less than Two Million Dollars ($2,000,000) plus
                seventy five percent (75%) of the net proceeds of the sale of
                Borrower's equity securities.
             
         6.14   Profitability.  Borrower shall have net income for each
                -------------
                fiscal quarter greater than zero; provided that Borrower may
                suffer a loss of up to Two Hundred Fifty Thousand Dollars
                ($250,000) in any one fiscal quarter.
             
   6.    Bank waives compliance by Borrower of the profitability covenant for
the fiscal quarter ending June 30, 1995 and December 31, 1995.

   7.    The Compliance Certificate shall be in the form of attached Exhibit D.

   8.    In conjunction with this Amendment, Bank shall release from its
security interest the property described on Exhibit A attached hereto (the
                                            ---------
"Intellectual Property").


   9.    In connection with this Amendment, Borrower shall pay Bank a fee of
Eleven Thousand, Two Hundred Fifty Dollars ($11,250), plus all Bank Expenses
incurred in connection with the preparation of this Amendment.

   10.   Unless otherwise defined, all capitalized terms in this Amendment shall
be as defined in the Agreement. Except as amended, the Agreement remains in full
force and effect.

   11.   Borrower represents and warrants that the Representations and
Warranties contained in the Agreement are true and correct as of the date of
this Amendment (except such representations and warranties to be expressly true
as of a specific date), and that no unwaived or uncured Event of Default has
occurred and is continuing.

   12.   This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.

   IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.

                              OPTIKA IMAGING SYSTEMS, INC.


                              By:________________________________
 
                              Title:_____________________________



                              SILICON VALLEY BANK


                              By:_______________________________

                              Title:____________________________

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                                 EXHIBIT A


      (a) Any and all copyright rights, copyright applications, copyright
registrations and like protections in each work or authorship and derivative
work thereof, whether published or unpublished and whether or not the same also
constitutes a trade secret, now or hereafter existing, created, acquired or held
(collectively, the "Copyrights");

      (b) Any and all trade secrets, and any and all intellectual property
rights in computer software and computer software products now or hereafter
existing, created, acquired or held;

      (c) Any and all design rights now or hereafter existing, created, acquired
or held;

      (d) All patents, patent applications and like protections including
without limitation improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same (collectively, the "Patents");

      (e) Any trademark and servicemark rights, whether registered or not,
applications to register and registrations of the same and like protections, and
the entire goodwill of the business of Grantor connected with and symbolized by
such trademarks (collectively, the "Trademarks");

      (f) Any and all claims for damages by way of past, present and future
infringement of any of the rights included above, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of
the intellectual property rights identified above;

      (g) All amendments, renewals and extensions of any of the Copyrights,
Trademarks or Patents;

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