Nonincentive Stock Option Agreement

Nonincentive Stock Option Agreement




Exhibit 10.1


                          OMNIS TECHNOLOGY CORPORATION
                       NONINCENTIVE STOCK OPTION AGREEMENT


         This  Nonincentive  Stock Option  Agreement  ("Agreement")  is made and
entered  into  as of  August  14,  2000  ("Grant  Date")  by and  between  Omnis
Technology Corporation, a Delaware corporation (the "Company"), and BRYAN SPARKS
("Optionee").


                              W I T N E S S E T H:

         A. The Board of  Directors  of the  Company  ("Board")  has adopted the
Omnis  Technology  Corporation  1999  Stock  Option  Plan to  create  additional
incentives for certain valued employees, directors,  consultants and advisors of
the Company or its parent or subsidiary and to promote the financial success and
progress of the Company and such parents and  subsidiaries.  For purposes hereof
the  "Plan" and all  section  references  therein  shall be defined as said 1999
Stock Option Plan as amended or superseded during the term of this Agreement.

         B.  Optionee is a director of the Company and this  Nonincentive  Stock
Option  Agreement  is  executed  pursuant  to, and is  intended to carry out the
purposes of, the Plan in connection with the grant by the Company to Optionee of
a nonincentive stock option.

         NOW, THEREFORE, it is agreed as follows:

         1. Grant of  Option.  Subject  to and upon the  terms,  conditions  and
restrictions set forth in this Agreement and the Plan, the Company hereby grants
to Optionee  as of the Grant Date a  nonincentive  stock  option  ("Option")  to
purchase up to Ninety Six Thousand  Eight  Hundred  Twenty Five shares  (96,825)
("Option  Shares") of the common stock of the Company during the Term hereof (as
defined in  Section 3 hereof) at an Option  Price of Six  Dollars  Eighty  Cents
($6.80) per share.  For these purposes  "Option  Shares" also shall include such
stock or other securities as defined by the Plan.

         2. Right to Exercise; Vesting.

                  a. Subject to the  expiration  or earlier  termination  of the
Term of the Option and to Section 3(b) hereof,  Optionee shall have the right to
exercise  the Option in  accordance  with the  following  three (3) year vesting
schedule:

                           (i) Optionee shall have no right to exercise any part
                  of the Option at any time prior to the  expiration  of one (1)
                  year from the Grant Date;

                           (ii) The Option shall become exercisable with respect
                  to one-third  (1/3d) of the Option Shares upon the  expiration
                  of one (1) year from the Grant Date; and

                           (iii) The Option thereafter shall become  exercisable
                  with respect to an additional one-thirty-sixth (1/36th) of the
                  Option  Shares on the last day of each  month  that  commences
                  following the Grant Date.

                  b.  Exercisable  installments  may be exercised by Optionee in
whole  or in part  and to the  extent  not  exercised  shall  accumulate  and be
exercisable as provided.  The Company shall not be required to issue

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fractional shares at any time; and any fractional shares remaining in the Option
following  any exercise  thereof shall be rounded down to the next nearest whole
number of Shares.

         3. Option Term.  a. Subject to earlier  termination  as provided for in
the  Plan,  the  specified  term of the  Option  ("Term")  shall  be the  period
commencing  as of the Grant Date and ending on the  expiration of ten (10) years
from the Grant Date.  Upon the expiration of the Term or earlier  termination of
the Option as provided for in the Plan, the Option shall cease to be exercisable
and shall be of no further force or effect.

         b. In addition to other events of  termination  as defined in the Plan,
if Optionee voluntarily resigns as a director of the Company on or prior to July
31, 2003, then this Option also shall terminate and cease to be exercisable upon
the  earlier  of (i) the  expiration  of sixty  (60)  days from the date of such
voluntary  resignation  or (ii) the  expiration  date of the Term. No additional
right to exercise  with  respect to any Option  Shares shall vest from and after
the date of such voluntary resignation.

         4. Non-Transferable. The Option shall not be transferable or assignable
by Optionee other than by will or the laws of descent and distribution,  and the
Option may be  exercised  during the  lifetime of Optionee  solely by  Optionee.
Subject to the foregoing, all transfers or assignments or attempted transfers or
assignments of the Option or this Agreement shall be void ab initio.

         5. Plan; Controlling Terms.

                  a. The Option granted  hereunder and this  Agreement  shall be
governed by and subject to each and all of the terms and provisions of the Plan,
which is hereby  incorporated  by reference in its entirety.  All capitalized or
other terms not defined  herein shall have the same  meaning as in the Plan.  In
the event of any conflict  between the Plan and this  Agreement,  the Plan shall
control. Optionee acknowledges receipt of a copy of the Plan and the opportunity
to review the Plan and to consult with his or her legal advisors  concerning the
Plan and this Agreement.

                  b.  OPTIONEE  ACKNOWLEDGES  AND AGREES THAT THE PLAN  CONTAINS
IMPORTANT  TERMS AND  PROVISIONS  THAT WILL APPLY TO AND  CONTROL THE OPTION AND
THIS AGREEMENT.  THOSE TERMS INCLUDE WITHOUT LIMITATION IMPORTANT CONDITIONS AND
LIMITATIONS  ON  THE  RIGHT  OF  OPTIONEE  TO  EXERCISE  THE  OPTION;  IMPORTANT
RESTRICTIONS  ON THE RIGHT OF  OPTIONEE  TO  TRANSFER  THE  OPTION OR THE OPTION
SHARES  RECEIVED UPON EXERCISE OF THE OPTION;  EARLY  TERMINATION  OF THE OPTION
FOLLOWING  THE  OCCURRENCE  OF  CERTAIN  EVENTS,  INCLUDING  TERMINATION  OF THE
DIRECTORSHIP OF OPTIONEE;  PROCEDURES FOR EXERCISING THE OPTION; TAX WITHHOLDING
AND NOTICE  OBLIGATIONS;  AND OTHER SUBSTANTIAL  RESTRICTIONS AND OBLIGATIONS IN
ADDITION TO THOSE IN THIS AGREEMENT.

         6. Tax Status of Option.  Set forth below is a brief  summary as of the
date of this  Agreement of some of the federal tax  consequences  of exercise of
the Option and  disposition  of the Option  Shares.  THIS SUMMARY IS NECESSARILY
INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE COMPANY
SHALL HAVE NO  OBLIGATION  TO NOTIFY  GRANTEE OF ANY SUCH  CHANGES.  THE GRANTEE
SHOULD  CONSULT A TAX ADVISER  BEFORE  EXERCISING THE OPTION OR DISPOSING OF THE
OPTION SHARES. WITHOUT LIMITING THE FOREGOING, THIS SUMMARY DOES NOT DISCUSS THE
TAX CONSEQUENCES OF THE EXERCISE OF THE OPTION AND THE DISPOSITION OF THE SHARES
UNDER  THE  LAWS OF THE  UNITED  KINGDOM  OR ANY TAX  CONSEQUENCES,  IF ANY,  TO
OPTIONEE.

                  a. The Option is intended to be a  nonincentive  stock option.
Optionee  should  consult  with his or her own tax  advisors  regarding  the tax
effects of the Option and other tax  consequences of the Option under applicable
law, including but not limited to holding period requirements.

                  b.   Optionee   hereby   acknowledges   that  the   rules  and
requirements  of  Section  83 of the  Code,  including  without  limitation  the
election available under Section 83(b) thereof, may be applicable to the receipt
of Option Shares by Optionee  pursuant to this Agreement and the Plan.  Optionee
acknowledges  that the  exercise of the

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Option and the filing or failure to file an election under Code Section 83(b) in
timely manner may result in adverse tax consequences to Optionee.

                  c. On exercise of a  nonincentive  stock option,  the Optionee
will be treated as having  received  compensation  income  (taxable  at ordinary
income tax rates)  equal to the excess,  if any,  of the fair  market  value (as
defined  in the  Plan) of the  Option  Shares on the date of  exercise  over the
Option  Price.  The Company may be  required  to  withhold  from the  Optionee's
compensation  or collect  from the  Optionee  and pay to the  applicable  taxing
authorities an amount in cash equal to a percentage of this compensation  income
at the time of  exercise,  and may  refuse to honor the  exercise  and refuse to
deliver Option Shares if such withholding  amounts are not delivered at the time
of exercise.

                  d. If Option Shares are held for more than one year,  any gain
realized  on  disposition  of the Option  Shares  will be  treated as  long-term
capital  gain and will be subject to tax as  determined  for federal  income tax
purposes.

         7. Acceleration of Exercise Right In Certain Events.

                  a.  Acceleration  Events.  Notwithstanding  any other right to
exercise  the Option,  the Option  shall  become  fully  exercisable  during the
fifteen (15) day period ("Accelerated Exercise Period") immediately prior to the
scheduled consummation of:

                           (i) The sale or other  transfer  of more  than  Fifty
                  Percent  (50%) of the  capital  stock of the Company in one or
                  more related  transactions  for material  consideration to any
                  person  or  entity  or  group  of  persons  or  entities   not
                  previously  shareholders  of the  Company  and  not  owned  or
                  controlled by a majority of the previous  shareholders  of the
                  Company,  with such shareholder status determined  immediately
                  prior to the transaction; or

                           (ii)   The  sale  or   other   transfer   of  all  or
                  substantially  all of the assets of the Company in one or more
                  related  transactions  not  in  the  ordinary  course  of  the
                  business of the Company to unrelated third parties, whether by
                  sale,   exchange,   merger,   consolidation,   reorganization,
                  dissolution   or   liquidation   (collectively   "Acceleration
                  Events");

other than (1) any public  offering of capital  stock of the Company in a Public
Market (as defined in the Plan);  (2) any  transaction in which the Company is a
surviving  parent of the  transferee  corporation  or  entity or is a  surviving
subsidiary of a transferee parent corporation or entity owned or controlled by a
majority of the  previous  shareholders  of the Company,  with such  shareholder
status determined immediately prior to the transaction; (3) any sale or transfer
of the  capital  stock  owned  or  controlled  by the  majority  shareholder  or
shareholders  of the Company to trusts or  comparable  entities  for the primary
benefit of such shareholders or their family members or to the estate,  heirs or
devisees of any such  shareholder  in the event of his or her death;  or (4) any
transaction  in which the  Company  reincorporates  in another  jurisdiction  or
engages in other  internal  reorganization  or changes  in  corporate  structure
without the receipt of consideration; none of which shall be Acceleration Events
hereunder.

                  b. Substitution or Assumption of Option.  Notwithstanding  any
other provision hereof, no accelerated exercise of the Option shall be permitted
if  the  terms  of  the  Acceleration  Event  provide,  as a  condition  of  the
consummation  of such  transaction,  that the  Option  (or class of  outstanding
options of which the Option is a part)  shall  either be assumed by a  successor
corporation  (or parent  thereof) or be replaced  with a  comparable  substitute
option to purchase shares of capital stock of a successor corporation (or parent
thereof);   and  the  Option  may  be  assumed  or  replaced  pursuant  to  such
transaction. Determination of comparability in the case of any substitute option
shall be made by the  Board of  Directors  of the  Company  and  shall be final,
binding and conclusive on Optionee.  Optionee agrees to execute and deliver such
documents  as  reasonably  required to effect such  assumption  or  substitution
hereunder.

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                  c. Conditional Exercise;  Termination.  Any permitted exercise
of the  Option  during  the  Accelerated  Exercise  Period  hereunder  shall  be
conditioned  upon  the  consummation  of the  Acceleration  Event  and  shall be
effective only immediately  prior to such  consummation,  provided that Optionee
may indicate in writing that such exercise is unconditional  with respect to all
or part of the  Option  then  exercisable  without  regard  to the  acceleration
provisions of this Section.  Upon  consummation of the  Acceleration  Event, the
Option  shall  terminate  and cease to be  exercisable,  unless  assumed  by the
successor corporation or parent thereof. In the event such Acceleration Event is
not consummated, the Option shall revert to being exercisable in accordance with
the vesting schedule.

                  d.  Exercise  Period.  In the event the  expiration or earlier
termination of the Term of the Option shall occur prior to the expiration of the
Accelerated  Exercise  Period  provided in this  Section,  then the  Accelerated
Exercise Period shall be shortened to said expiration or earlier  termination of
the Term.

         8.  Limitations on Share  Transfer;  Mandatory  Notice of  Disposition.
Optionee shall transfer or dispose of the Option Shares only in accordance  with
the provisions of this Agreement and the Plan.  Without  limiting the foregoing,
mandatory notice of disposition of any Option Shares must be made to the Company
as provided in the Plan and such  disposition  may be subject to tax withholding
or payments by Optionee.

         9. Securities Laws; Restrictions on Grant or Issuance. THE RESTRICTIONS
ON THE  TRANSFER OF THE OPTION OR THE OPTION  SHARES SHALL BE IN ADDITION TO ANY
OTHER  LIMITATIONS ON TRANSFER OR EXERCISE OF THE OPTION OR ISSUANCE OR TRANSFER
OF THE OPTION SHARES IMPOSED BY APPLICABLE  FEDERAL AND STATE  SECURITIES  LAWS.
THE GRANT OF THE OPTION AND THE  EXERCISE OF THE OPTION AND THE  ISSUANCE OF THE
OPTION  SHARES UPON  EXERCISE OF THE OPTION AND ANY RESALE OR OTHER  TRANSFER OF
SUCH  OPTION  SHARES  BY  OPTIONEE  SHALL  BE  SUBJECT  TO  COMPLIANCE  WITH ALL
APPLICABLE REQUIREMENTS OF FEDERAL OR STATE LAW WITH RESPECT TO SUCH SECURITIES.
Notwithstanding any contrary provision of this Agreement:

                  a.  Optionee   understands   that  since  the  Option  is  not
transferable,  and  since  the  Option  Shares  have  not  been  and  may not be
registered or exempt under applicable  statutes,  Optionee may bear the economic
risk of the investment  for an indefinite  period of time. The Option Shares may
not be sold or  otherwise  disposed of until such time as the Option  Shares are
registered  under the  Securities Act of 1933  ("Securities  Act") or the Option
Shares may be sold pursuant to an  applicable  exemption  from the  registration
requirements of the Securities Act. Optionee understands that the Company has no
obligation to file a  registration  statement  under the  Securities Act for the
Option or the Option Shares or to otherwise  assist  Optionee in complying  with
any exemption from registration.

                  b. Optionee  represents  and warrants that the Option is being
acquired and the Option Shares will be acquired upon exercise for his or her own
account and not with a view to or for sale in connection  with any  distribution
of such  securities.  Optionee further  acknowledges  that any investment in the
Common Stock of the Company is inherently  speculative  and illiquid and subject
to material risks.

                  c. As a condition to the  exercise of the Option,  the Company
may require  Optionee to satisfy any  qualifications  that may be  necessary  or
appropriate  in the sole  judgment  of the  Company or its  counsel to  evidence
compliance  with  any  applicable  law or  regulation  and to make  any  written
representation  or warranty  with  respect  thereto as may be  requested  by the
Company.

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                  d.   Notwithstanding   any  contrary   provision  hereof,  the
inability of the Company with  reasonable  efforts to obtain  approval  from any
regulatory body having  authority  deemed by the Company to be necessary for the
lawful  issuance  and sale of any Option  Shares  pursuant  to the Option  shall
relieve the Company of any liability in respect of the  non-issuance  or sale of
the Option Shares as to which such approval shall not have been obtained.

         10. Assignment; Binding Effect.

                  a. The  Company  may  transfer  or assign any of its rights or
obligations  under this  Agreement or the Plan.  Optionee shall have no right to
transfer  or assign any of the  rights and  obligations  of  Optionee  under the
Option or this  Agreement,  subject to Section 4 hereof in the case of a will or
the laws of descent and distribution.

                  b. Subject to the foregoing, this Agreement shall inure to the
benefit  of and be binding  upon each of the  parties  hereto and the  officers,
directors, employees,  shareholders,  owners, agents, representatives,  parents,
subsidiaries,  affiliates,  successors  and  assigns  of the  Company,  and  the
spouses, representatives,  executors,  administrators,  heirs, devisees, agents,
successors and assigns of Optionee.

         11. Representations and Warranties.

                  a.  Optionee  represents  and warrants that he or she has read
the Plan and this  Agreement and has had the  opportunity to consult with his or
her legal  advisors  concerning  the legal and tax  effects of the Plan and this
Agreement and the Option.

                  b. Each party  represents and warrants that such party has the
full right,  power,  legal capacity and authority to enter into and execute this
Agreement and to discharge all of its  obligations  under the terms hereof,  and
that such party does not have any  outstanding  obligation and is not a party to
any  outstanding  agreement which  obligation or agreement is inconsistent  with
this  Agreement.  This  Agreement  has been duly  executed and delivered by said
party,  and constitutes  its valid and legally binding  agreement and obligation
and is enforceable in accordance with its terms.

         12. Miscellaneous.

                  a. This Agreement together with the Plan sets forth the entire
agreement of the parties  relating to the subject matter hereof,  subject to the
provisions  of the Plan;  and the Plan and this  Agreement  shall  supersede any
prior discussions,  understandings and agreements  concerning the grant of stock
options or the issuance of option stock  between the parties,  provided  however
that this Agreement shall not supersede and shall be in addition to any separate
fully executed  written stock option  agreement  between the parties pursuant to
any separate stock option grant by the Company. This Agreement may be amended by
further written agreement signed by each of the parties.

                  b. This  Agreement  shall be construed in accordance  with and
governed  by the  laws of the  State  of  California  without  reference  to the
principles of conflicts of law.

                  c. Whenever  possible,  each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law.
In the event that any  provision  of this  Agreement  shall be held by the final
judgment  of a court of  competent  jurisdiction  to be invalid or  unlawful  or
unenforceable,  then the remaining  provisions of this Agreement shall remain in
full force and effect and shall be construed  to give the fullest  effect to the
purpose of the Plan, this  Agreement,  the Code and pursuant to Section 25102 of
the  California  Corporations  Code and the  respective  regulations  and  rules
thereunder (as amended or superseded).

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                  d. No remedy  conferred by this Agreement or the Plan shall be
exclusive  of any  other  remedy,  and  each  and all  such  remedies  shall  be
cumulative.  The waiver of any breach or violation of this Agreement in whole or
in part shall not operate as a waiver of any  subsequent  breaches or violations
of the same or a different  kind. Any exercise or failure to exercise by a party
of any rights or remedies under this Agreement  shall not operate as a waiver of
the right of such party to exercise the same or different  rights or remedies in
a subsequent event.

                  e. Both parties agree to execute any  additional  documents or
instruments  necessary or  appropriate  to fully  effectuate out the purposes of
this Agreement and which are consistent with the Plan.

                  f. Section  headings in this Agreement are for the convenience
of the parties and are not part of the agreement of the parties and shall not be
used  in the  construction  hereof.  Whenever  in  this  Agreement  the  context
requires,  references  to the plural shall include the singular and the singular
the plural,  and each gender shall  include all other  genders.  No provision in
this Agreement shall be interpreted or construed  against any party because such
party or its counsel was the drafter thereof.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed  and  delivered  in  duplicate  on its  behalf  by its duly  authorized
officer,  and  Optionee  has also  executed  and  delivered  this  Agreement  in
duplicate, all on the date first above written.


                          OMNIS TECHNOLOGY CORPORATION


                          By: _________________________________
                              Bryce J. Burns,
                              Chairman


                          OPTIONEE


                          ______________________________________
                          BRYAN SPARKS

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