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                                                                   EXHIBIT 99.2

                  2000 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                                       OF
                                INTELLICORP INC.


1.       PURPOSES OF THE PLAN

         The purposes of the 2000 Nonemployee Directors Stock Option Plan of
IntelliCorp Inc., a Delaware corporation, are: (a) to encourage Nonemployee
Directors to accept or continue their association with the Company; and (b) to
increase the interest of Nonemployee Directors in the Company's operations and
increased profits through participation in the growth in value of the Common
Stock of the Company.

2.       DEFINITIONS

         As used herein, the following definitions shall apply:

         (a) "Administrator" shall mean the entity, either the Board or a
committee appointed by the Board, responsible for administering this Plan, as
provided in Section 5.

         (b) "Affiliate" shall mean a parent or subsidiary corporation as
defined in the applicable provisions of the Code.

         (c) "Annual Option" shall have the meaning set forth in Section 6(b).

         (d) "Board" shall mean the Board of Directors of the Company, as
constituted from time to time.

         (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (f) "Common Stock" shall mean the Common Stock of the Company.

         (g) "Company" shall mean IntelliCorp, Inc., a Delaware corporation.

         (h) "Director Fee" shall mean the cash amount, if any, a Nonemployee
Director shall be entitled to receive for serving as a director of the Company
in any fiscal year.

         (i) "Fair Market Value" shall mean, as of the date in question, the
last transaction price quoted by the Nasdaq National Market System or Nasdaq
Small Cap Market System on the date of grant; provided, however, that if the
Common Stock is not traded on such market system or the foregoing shall
otherwise be inappropriate, then the Fair Market Value shall be determined by
the Administrator in good faith at its sole discretion and on such basis as it
shall deem appropriate. Such determination shall be conclusive and binding on
all persons.

         (j) "Initial Option" shall have the meaning set forth in Section 6(a).

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         (k) "Nonemployee Director" shall mean any person who is a member of the
Board but is not an employee of the Company or any Parent or Subsidiary of the
Company and has not been an employee of the Company or any Parent or Subsidiary
of the Company at any time during the preceding twelve (12) months.

         (l) "Option" shall mean a stock option granted pursuant to this Plan.

         (m) "Option Agreement" shall mean the written agreement described in
Section 6(c) evidencing the grant of an Option to a Nonemployee Director and
containing the terms, conditions and restrictions pertaining to such Option.

         (n) "Option Shares" shall mean the Shares subject to an Option granted
under this Plan.

         (o) "Optionee" shall mean a Nonemployee Director who holds an Option.

         (p) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

         (q) "Plan" shall mean this 2000 Nonemployee Directors Stock Option Plan
of IntelliCorp, Inc., as it may be amended from time to time.

         (r) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission, or any successor rule thereto.

         (s) "Section" unless the context clearly indicates otherwise, shall
refer to a Section of this Plan.

         (t) "Share" shall mean a share of Common Stock, as adjusted in
accordance with Section 8(a).

         (u) "Subsidiary" shall mean a "subsidiary corporation" of the Company,
whether now or hereafter existing, within the meaning of Section 424(f) of the
Code, but only for so long as it is a "subsidiary corporation".

3.       ELIGIBLE PERSONS

         Every person who at the date of grant of an Option is a Nonemployee
Director is eligible to receive Options under this Plan.

4.       STOCK SUBJECT TO THIS PLAN

         Subject to Section 8(a) of this Plan, the maximum aggregate number of
Shares which may be issued on exercise of Options granted pursuant to this Plan
is 500,000 Shares. The Shares covered by the portion of any grant under the Plan
which expires unexercised shall become available again for grants under the
Plan.

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5.       ADMINISTRATION

         (a) This Plan shall be administered by the Board, or by a committee
(the "Committee") of at least two Board members to which administration of the
Plan is delegated (in either case, the "Administrator"), in accordance with the
requirements of Rule 16b-3.

         (b) Subject to the other provisions of this Plan, the Administrator
shall have the authority, in its sole discretion: (i) to determine the Fair
Market Value of the Shares subject to Option; (ii) to interpret this Plan; (iii)
to prescribe, amend and rescind rules and regulations relating to this Plan;
(iv) to defer (with the consent of the Optionee) or accelerate the exercise date
of any Option; (v) to authorize any person to execute on behalf of the Company
any instrument evidencing the grant of an Option; and (vi) to make all other
determinations deemed necessary or advisable for the administration of this
Plan. The Administrator may delegate nondiscretionary administrative duties to
such employees of the Company, as it deems proper.

         (c) All questions of interpretation, implementation and application of
this Plan shall be determined by the Administrator. Such determination shall be
final and binding on all persons.

6.       GRANT OF OPTIONS

         (a) Grant for Initial Election or Appointment to Board. Subject to the
terms and conditions of this Plan, beginning at any time after the Company's
2001 Annual Stockholder's meeting, if any person who is not an officer or
employee of the Company is first elected or appointed as a member of the Board
and is otherwise considered a "Nonemployee Director" as defined herein, then the
Company shall grant to such Nonemployee Director on such day an Option to
purchase 25,000 Shares ("Initial Option") at an exercise price equal to the Fair
Market Value of such Shares on the date of such Initial Option grant, subject to
the limitation of Section 8(i).

         (b) Grant for Re-election to Board. Subject to the terms and conditions
of this Plan, on the date of the first meeting of the Board immediately
following each annual meeting of stockholders of the Company beginning with the
Company's 2001 Annual Stockholders Meeting (even if held on the same day as the
meeting of stockholders) the Company shall grant to each Nonemployee Director
then in office for longer than six months, an Option to purchase 10,000 shares
(the "Annual Option") at an exercise price equal to the Fair Market Value of
such Shares.

         (c) No Option shall be granted under this Plan after ten (10) years and
two (2) days from the date of adoption of this Plan by the Board. Each Option
shall be evidenced by a written Option Agreement, in form and substance
satisfactory to the Company, executed by the Company and the Optionee. Failure
by the Company, the Nonemployee Director, or both to execute an Option Agreement
shall not invalidate the granting of an Option; however, the Option may not be
exercised until the Option Agreement has been executed by both parties.

7.       DIRECTOR FEE ELECTION

Upon election by the Board, all or any part of the Director Fees can be waived
in any given year, and the Director Fees waived may be applied by the Board to
reduce the exercise price of Options granted to the Nonemployee Directors
pursuant to Sections 6(a) and 6(b). The

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amount of Director Fees waived may vary from year to year, and upon election by
the Board, an amount less than the amount of Director Fees waived may be applied
to reduce the exercise price of Options with the balance forgiven. By way of
example, if the Board elects pursuant to this Section to waive an aggregate of
$15,000 of Director Fees which would otherwise be payable to three Nonemployee
Directors ($5,000 of fees for each), an amount of up to $15,000 (up to $5,000
each) may be applied by the Board to reduce the exercise price of Options
granted pursuant to Section 6(b), so that if each of the three Nonemployee
Directors in this example are granted Options for 5,000 shares exercisable at
$1.50 each, the $5,000 could be applied to reduce the exercise price of these
options to $.50 per share ($5,000 / 5,000 shares = $1.00 per share reduction in
exercise price).

8.       TERMS AND CONDITIONS OF OPTIONS

         Each Option granted under this Plan shall be subject to the terms and
conditions set forth in this Section 8.

         (a) Changes in Capital Structure. Subject to subsection 8(b), if the
Common Stock is changed by reason of a stock split, reverse stock split, stock
dividend, or recapitalization, or converted into or exchanged for other
securities as a result of a merger, consolidation, or reorganization,
appropriate adjustments shall be made in: (i) the number and class of shares of
Common Stock subject to this Plan and each Option outstanding under this Plan;
and (ii) the exercise price of each outstanding Option; provided, however, that
the Company shall not be required to issue fractional shares as a result of any
such adjustment. Each such adjustment shall be subject to approval by the
Administrator in its sole discretion.

         (b) Corporate Transactions. In the event of a merger, consolidation,
reorganization, similar transaction or series of related transactions in which
the holders of the Company's outstanding shares immediately before such
transaction or series of transactions do not, immediately after such transaction
or series of transactions, retain stock representing a majority of the voting
power of the surviving entity or in the event of a sale of all or substantially
all of the assets of the Company, all outstanding Options shall become vested,
and any right of repurchase shall lapse, immediately prior to the consummation
of such transaction, and each Option shall thereafter remain exercisable for a
period of thirty days from the consummation of such transaction.

         (c) Time of Option Exercise. Subject to the other provisions of this
Plan, each Option shall be for a term of ten (10) years and two (2) days. Each
Option shall be exercisable in full on the date of grant.

         (d) Limitation on Other Grants. The Administrator shall have no
discretion to grant Options under this Plan other than as set forth in Sections
8(a) and 8(b).

         (e) Nonassignability of Option Rights. No Option shall be assignable or
otherwise transferable by the Optionee, except by will or the laws of descent
and distribution. During the life of an Optionee, an Option shall be exercisable
only by the Optionee.

         (f) Payment. Except as provided below, payment in full, in cash, shall
be made for all Option Shares purchased at the time written notice of exercise
of an Option is given to the

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Company, and proceeds of any payment shall constitute general funds of the
Company. Payment may also be made pursuant to a cashless exercise/sale
procedure. At the time an Option is granted or exercised, the Administrator, in
its absolute discretion, may authorize any one or more of the following
additional methods of payment: (i) acceptance of the Optionee's full recourse
promissory note for all or part of the Option price, less any par value per
share, which must be paid in cash, payable on such terms and bearing such
interest rate as determined by the Administrator (but in no event less than the
minimum interest rate specified under the Code at which no additional interest
on debt instruments of such type would be imputed), which promissory note may be
either secured or unsecured in such manner as the Administrator shall approve
(including, without limitation, by a security interest in the Shares); (ii)
delivery by the Optionee of Common Stock already owned by the Optionee for all
or part of the Option price, provided the Fair Market Value of such Common Stock
is equal on the date of exercise to the Option price, or such portion thereof as
the Optionee is authorized to pay by delivery of such stock; provided, however,
that if an Optionee has exercised any portion of any Option granted by the
Company by delivery of Common Stock, the Optionee may not, within six (6) months
following such exercise, exercise any Option granted under this Plan by delivery
of Common Stock; and (iii) any other consideration and method of payment to the
extent permitted under the Delaware General Corporation Law.

         (g) Termination as Director. Unless determined otherwise by the
Administrator in its absolute discretion, to the extent not already expired or
exercised, an Option shall terminate at the earlier of: (i) the expiration of
the term of the Option; or (ii) three (3) months after the last day served by
the Optionee as a director of the Company; provided, that an Option shall be
exercisable after the date of termination of service as a director only to the
extent exercisable on the date of termination; and provided further, that if
termination of service as a director is due to the Optionee's death or
"disability" (as determined in accordance with Section 22(e)(3) of the Code),
the Optionee, or the Optionee's personal representative (or any other person who
acquires the Option from the Optionee by will or the applicable laws of descent
and distribution), may at any time within twelve (12) months after the
termination of service as a director (or such lesser period as is specified in
the Option Agreement but in no event after the expiration of the term of the
Option), exercise the rights to the extent they were exercisable on the date of
the termination.

         (h) Withholding and Employment Taxes. At the time of exercise of an
Option (or at such later time(s) as the Administrator may prescribe), the
Optionee shall remit to the Company in cash all applicable federal and state
withholding and employment taxes. If authorized by the Administrator in its sole
discretion, an Optionee shall be permitted to elect, by means of a form of
election to be prescribed by the Administrator, to have shares of Common Stock
which are acquired upon exercise of the Option withheld by the Company or to
tender to the Company other shares of Common Stock or other securities of the
Company owned by the Optionee on the date of determination of the amount of tax
to be withheld as a result of the exercise of such Option (the "Tax Date") to
pay the amount of withholding taxes due. Any securities so withheld or tendered
shall be valued by the Company as of the Tax Date.

         (i) Option Term. Each Option shall expire ten years (10) and two (2)
days after the date of grant.

         (j) Exercise Price. The exercise price of any Option granted to any
person who owns, directly or by attribution under the Code currently Section
424(d), stock possessing more than


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ten percent of the total combined voting power of all classes of stock of the
Company or of any Affiliate (a "Ten Percent Stockholder") shall in no event be
less than 110% of the fair market value (determined in accordance with 2(i) of
the stock covered by the Option at the time the Option is granted.

9.       MANNER OF EXERCISE

         (a) An Optionee wishing to exercise an Option shall give written notice
to the Company at its principal executive office, to the attention of the
officer of the Company designated by the Administrator, accompanied by payment
of the exercise price as provided in Section 8(e) and, if required, by payment
of any federal or state withholding or employment taxes required to be withheld
due to exercise of the Option. The date the Company receives written notice of
an exercise accompanied by payment of the exercise price and any required
federal or state withholding or employment taxes will be considered as the date
such Option was exercised. Unless otherwise provided by the Administrator,
Options may be exercised only twice in any calendar year.

         (b) Promptly after the date an Option is exercised, the Company shall,
without stock issue or transfer taxes to the optionee or other person entitled
to exercise the Option, deliver to the Optionee or such other person a
certificate or certificates for the requisite number of shares of Common Stock.
An Optionee or transferee of an Optionee shall not have any privileges as a
stockholder with respect to any Common Stock covered by the Option until the
date of issuance of a stock certificate.

10.      NO RIGHT TO DIRECTORSHIP

         Neither this Plan nor any Option shall confer upon any Optionee any
right with respect to continuation of the Optionee's membership on the Board or
shall interfere in any way with provisions in the Company's Certificate of
Incorporation, as amended, and Bylaws, as amended, relating to the election,
appointment, terms of office, and removal of members of the Board.

11.      LEGAL REQUIREMENTS

         The Company shall not be obligated to offer or sell any Shares upon
exercise of any Option unless the Shares are at that time effectively registered
or exempt from registration under the federal securities laws and the offer and
sale of the Shares are otherwise in compliance with all applicable securities
laws and the regulations of any stock exchange on which the Company's securities
may then be listed. The Company shall have no obligation to register the Shares
covered by this Plan under the federal securities laws or take any other steps
as may be necessary to enable the Shares covered by this Plan to be offered and
sold under federal or other securities laws. Upon exercising all or any portion
of an Option, an Optionee may be required to furnish representations or
undertakings deemed appropriate by the Company to enable the offer and sale of
the Shares or subsequent transfers of any interest in the Shares to comply with
applicable securities laws. Certificates evidencing Shares acquired upon
exercise of Options shall bear any legend required by, or useful for purposes of
compliance with, applicable securities laws, this Plan or the Option Agreements.

12.      AMENDMENTS TO PLAN

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         The Board may amend this Plan at any time. Without the consent of an
optionee, no amendment may adversely affect outstanding Options. No amendment
shall require stockholder approval unless:

         (a) stockholder approval is required to meet the exemptions provided by
Rule 16b-3, or any successor rule thereto or under applicable state statutes; or

         (b) The Board otherwise concludes that stockholder approval is
advisable.

13.      STOCKHOLDER APPROVAL; TERM

         This Plan shall become effective upon adoption by the Board of
Directors; provided, however, that no Option shall be exercisable unless and
until written consent of holders of a majority of the outstanding shares of
capital stock of the Company, or approval by holders of a majority of shares of
capital stock of the Company present, or represented, and entitled to vote at a
validly called stockholders' meeting (or such greater number as may be required
by law or applicable governmental regulations or orders) is obtained within
twelve (12) months after adoption by the Board. This Plan shall terminate ten
(10) years after adoption by the Board unless terminated earlier by the Board.
The Board may terminate this Plan at any time without stockholder approval. No
Options shall be granted after termination of this Plan, but termination shall
not affect rights and obligations under then-outstanding Options.



Adopted by the Board of Directors: October 13, 2000

Approved by the Stockholders: December 5, 2000