CERNER CORPORATION
                NONQUALIFIED STOCK OPTION PLAN D
               AS AMENDED THROUGH DECEMBER 8, 2000


1.    Purpose  of Plan.
      ----------------   The purpose of the Plan is to  encourage
the employees and directors of Cerner Corporation (the "Company")
and  its subsidiaries and consultants and advisors to the Company
and  its  subsidiaries  to participate in the  ownership  of  the
Company, and to provide additional incentive for such persons  to
promote the success of its business through sharing in the future
growth of such business.

2.    Effectiveness of Plan.
      ---------------------   The provisions of this  Plan  shall
become effective on the date the Plan is adopted by the Board  of
Directors  of the Company (the "Board of Directors"),  and  shall
govern all options granted hereunder.  Nothing in this Plan shall
be  construed  as a modification of any provision of  the  Cerner
Corporation Incentive Stock Option Plan A, the Cerner Corporation
Incentive Stock Option Plan B or the Cerner Corporation Incentive
Stock Option Plan C.

3.    Administration.
      --------------    This  Plan shall  be  administered  by  a
committee  of the Board of Directors consisting of not less  than
two  nor  more  than five members of the Board of Directors  (the
"Committee") appointed by the members of the Board of  Directors.
Subject to the terms, provisions and conditions of the Plan,  the
Committee  shall  have  exclusive authority  (i)  to  select  the
persons  to whom options shall be granted, (ii) to determine  the
number  of shares subject to each option, (iii) to determine  the
time or times when options will be granted, (iv) to determine the
option  price  of  the  shares subject to  each  option,  (v)  to
determine the time when each option may be exercised, (vi) to fix
such  other provisions of each option agreement as the  Committee
may  deem  necessary or desirable, consistent with the  terms  of
this Plan, and (vii) to determine all other questions relating to
the administration of this Plan; provided however, that any grant
of  an option to one individual in excess of 100,000 shares shall
required approval of the Board of Directors.

4.    Eligibility.
      -----------   Options to purchase shares of common stock of
the  Company ("Cerner Common Stock") shall be granted under  this
Plan only to directors and employees of the Company or of any  of
its  subsidiaries and to advisors and consultants to the  Company
and any of its subsidiaries.

5.   Shares Subject to the Plan.
     --------------------------   Options granted under this Plan
shall  be granted solely with respect to shares of Cerner  Common
Stock.    Subject  to  any  adjustments  made  pursuant  to   the
provisions  of paragraph 10, the aggregate number  of  shares  of
Cerner Common Stock which may be issued upon exercise of all  the
options  which  may be granted under this Plan shall  not  exceed
1,300,000.  If any option granted under this Plan shall expire or
terminate for any reason without having been exercised  in  full,
the  unpurchased shares subject to such option shall be added  to
the number of shares otherwise available for options which may be
granted in accordance with the terms of this Plan.  The shares to
be delivered upon exercise of the options granted under this Plan
shall be made available, at the discretion of the Committee, from
either the authorized but unissued shares of Cerner Common  Stock
or  any  treasury  shares  of Cerner Common  Stock  held  by  the
Company.

6.   Option Agreement.
     ----------------   Each option granted under this Plan shall
be  evidenced  by  a nonqualified stock option  agreement,  which
shall  be signed by an officer of the Company and by the employee
to  whom  the option is granted (the "optionee").  The  terms  of
said  nonqualified stock option agreement shall be in  accordance
with  the provisions of this Plan, but it may include such  other
provisions as may be approved by the Committee.  The granting  of
an option under this Plan shall be deemed to occur on the date on
which  the  nonqualified stock option agreement  evidencing  such
option  is  executed  by  the



Company  and  the  optionee.   Each  nonqualified   stock  option
agreement shall constitute  a  binding  contract   between    the
Company  and  the  optionee,  and   every  optionee,   upon   the
execution of a  nonqualified  stock  option  agreement,  shall be
bound by the terms  and  restrictions  of   this  Plan  and  such
nonqualified stock option agreement.

7.    Option  Price.
      -------------   The price at which shares of Cerner  Common
Stock  may be purchased under an option granted pursuant to  this
Plan shall be determined by the Committee.

8.   Period and Exercise of Option.
     -----------------------------

      (a)   Period--The period during which each  option  granted
under  this Plan may be exercised shall be fixed by the Committee
at the time such option is granted.

      (b)   Exercise--Any option granted under this Plan  may  be
exercised  by the optionee (or such other person as the Committee
may  determine), subject to designation by the Committee  in  the
stock  option  agreement, only by (i) delivering to  the  Company
written  notice of the number of shares with respect to which  he
is  exercising his option right, (ii) paying in full  the  option
price of the purchased shares in cash or (iii) by delivery to the
Company of that number of shares of Cerner Common Stock having  a
fair market value on the date of exercise equal to the sum of the
exercise   price  of  the  options  to  be  exercised   or   (iv)
surrendering  on  the  date of exercise that  number  of  options
which, when multiplied by the excess of the fair market value  of
the stock which is subject to the surrendered options on the date
of  exercise over the exercise price for said options, results in
a  product that is equal to the sum of the exercise price of  the
remaining options being exercised.  Subject to the limitations of
this  Plan  and the terms and conditions of the respective  stock
option  agreement, each option granted under this Plan  shall  be
exercisable  in  whole or in part at such time or  times  as  the
Committee may specify in such stock option agreement.

      (c)  Delivery of certificates--As soon as practicable after
receipt by the Company of the notice described in subsection (b),
and  of payment in full of the option price for all of the shares
being purchased pursuant to an option granted under this Plan,  a
certificate  or  certificates representing such shares  of  stock
shall  be  registered in the name of the optionee  and  shall  be
delivered   to   the  optionee.   However,  no  certificate   for
fractional  shares  of  stock shall  be  issued  by  the  Company
notwithstanding any request therefor.  Neither any optionee,  nor
the legal representative, legatee or distributee of any optionee,
shall be deemed to be a holder of any shares of stock subject  to
an   option  granted  under  this  Plan  unless  and  until   the
certificate or certificates for such shares have been issued.

      (d)  Limitations on exercise--The Committee may impose such
limitations  on  the exercise of any specific nonqualified  stock
option agreement as it deems appropriate.

9.    Nontransferability of Options.
      -----------------------------       No option granted under
this  Plan  shall be transferable or assignable by  the  optionee
other  than  by  will or by the laws of descent and  distribution
unless  expressly permitted under the terms of the  stock  option
agreement or as otherwise permitted by the Stock Option Committee
for Stock Option Plan D from time to time.

10.  Adjustments Upon Changes in Capitalization.
     ------------------------------------------   In the event of
any change in the capital structure of the Company, including but
not  limited  to a change resulting from a stock dividend,  stock
split, reorganization, merger, consolidation, liquidation or  any
combination or exchange of shares, the number of shares of Cerner
Common  Stock subject to this Plan and the number of such  shares
subject to each option granted hereunder shall be correspondingly
adjusted by the Committee.  The option price for

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which shares  of  Cerner  Common  Stock may be purchased pursuant
to  an  option  granted under this Plan shall also be adjusted so
that there will be  no  change in   the  aggregate purchase price
payable upon the exercise of any option.

11.   Amendment  and  Termination of Plan.
      -----------------------------------   No  option  shall  be
granted  pursuant to this Plan after January 1,  2005,  on  which
date this Plan will expire except as to options then outstanding,
which  options  shall  remain  in effect  until  they  have  been
exercised or have expired.  The Committee may at any time  before
such date amend, modify or terminate the Plan; provided, however,
that  the Committee may not, without approval of the Shareholders
of  the  Company  (i) increase the maximum number  of  shares  of
Cerner  Common Stock as to which options may be granted  pursuant
to   the  Plan,  (ii)  alter  the  eligibility  requirements  for
optionees  under  the Plan or (iii) extend the  duration  of  the
Nonqualified Plan.  No amendment, modification or termination  of
this  Plan may adversely affect the rights of any optionee  under
any then outstanding option granted hereunder without the consent
of such optionee.

12.   Governing  Law.
      --------------   This Plan and the rights  of  all  persons
claiming   hereunder  shall  be  construed  and   determined   in
accordance with the laws of the State of Missouri.

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