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                                                                   Exhibit 10.1


                          MEDICAL MANAGER CORPORATION

                              AMENDED AND RESTATED
                         1996 LONG-TERM INCENTIVE PLAN


         1. Purpose. The purpose of this 1996 Long-Term Incentive Plan (the
"Plan") of Medical Manager Corporation, a Delaware corporation (the "Company"),
is to advance the interests of the Company and its stockholders by providing a
means to attract, retain and reward executive officers and other key employees
and consultants of and service providers to the Company and its subsidiaries
and to enable such persons to acquire or increase a proprietary interest in the
Company, thereby promoting a closer identity of interests between such persons
and the Company's stockholders.

         2. Definitions. The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of other awards, Dividend Equivalents and Other
Stock-Based Awards are set forth in Section 6 of the Plan. Such awards,
together with any other right or interest granted to a Participant under the
Plan, are termed "Awards." For purposes of the Plan, the following additional
terms shall be defined as set forth below:

         (a) "Award Agreement" means any written agreement, contract, notice or
other instrument or document evidencing an Award.

         (b) "Beneficiary" shall mean the person, persons, trust or trusts
which have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under the Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

         (c) "Board" means the Board of Directors of the Company.

         (d) A "Change in Control" shall be deemed to have occurred if:

               (i) any person, other than the Company or an employee benefit
          plan of the Company, acquires directly or indirectly the Beneficial
          Ownership (as defined in Section 13(d) of the Exchange Act) of any
          voting security of the Company and immediately after such acquisition
          such Person is, directly or indirectly, the Beneficial Owner of
          voting securities representing 50 percent or more of the total voting
          power of all of the then-outstanding voting securities of the
          Company;

               (ii) the following individuals no longer constitute a majority
          of the members of the Board: (A) the individuals who, as of the
          closing date of the Initial Public Offering, constitute the Board
          (the "Original Directors"); (B) the individuals who thereafter are
          elected to the Board and whose election, or nomination for election,
          to the 



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          Board was approved by a vote of at least two-thirds (2/3) of the
          Original Directors then still in office (such directors becoming
          "Additional Original Directors" immediately following their
          election); and (C) the individuals who are elected to the Board and
          whose election, or nomination for election, to the Board was approved
          by a vote of at least two-thirds (2/3) of the Original Directors and
          Additional Original Directors then still in office (such directors
          also becoming "Additional Original Directors" immediately following
          their election);

               (iii) the stockholders of the Company approve a merger,
          consolidation, recapitalization or reorganization of the Company, or
          a reverse stock split of outstanding voting securities, or
          consummation of any such transaction if stockholder approval is not
          obtained, other than any such transaction which would result in at
          least 75 percent of the total voting power represented by the voting
          securities of the surviving entity outstanding immediately after such
          transaction being Beneficially Owned by at least 75 percent of the
          holders of outstanding voting securities of the Company immediately
          prior to the transaction, with the voting power of each such
          continuing holder relative to other such continuing holders not
          substantially altered in the transaction; or

               (iv) the stockholders of the Company shall approve a plan of
          complete liquidation of the Company or an agreement for the sale or
          disposition by the Company of all or a substantial portion of the
          Company's assets (i.e., 50 percent or more of the total assets of the
          Company).

         (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to
include regulations thereunder and successor provisions and regulations
thereto.

         (f) "Committee" means the Compensation Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan;
provided, however, that the Committee shall consist solely of two or more
directors. In appointing members of the Committee, the Board will consider
whether each member will qualify as a "Non-Employee Director" within the
meaning of Rule 16b-3(b)(3) and as an "outside director" within the meaning of
Treasury Regulation 1.162-27(e)(3) under Code Section 162(m), but such members
are not required to so qualify at the time of appointment or during their term
of service on the Committee.

         (g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act
shall be deemed to include rules thereunder and successor provisions and rules
thereto.

         (h) "Fair Market Value" means, with respect to Stock, Awards, or other
property, the fair market value of such Stock, Awards, or other property
determined by such methods or procedures as shall be established from time to
time by the Committee, provided, however, that (i) if the Stock is listed on a
national securities exchange or quoted in an interdealer quotation system, the
Fair Market Value of such Stock on a given date shall be based upon the last
sales 





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price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock on such date (or, if there was no trading or quotation
in the Stock on such date, on the next preceding date on which there was
trading or quotation) as reported in the Wall Street Journal (or other
reporting service approved by the Committee), (ii) the "Fair Market Value" of
Stock subject to Options granted effective upon commencement of the Initial
Public Offering shall be the Initial Public Offering price of the shares so
issued and sold in the Initial Public Offering, as set forth in the first final
prospectus used in such offering (the provisions of clause (i) notwithstanding)
and (iii) the "Fair Market Value" of Stock prior to the date of the Initial
Public Offering shall be as determined by the Board of Directors.

         (i) "Initial Public Offering" shall mean an initial public offering of
shares of Stock in a firm commitment underwriting registered with the
Securities and Exchange Commission in compliance with the provisions of the
Securities Act of 1933, as amended.

         (j) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.

         (k) "NQSO" shall mean an Option granted pursuant to the Plan to
purchase shares of the Stock that is not an ISO.

         (l) "Participant" means a person who, at a time when eligible under
Section 5 hereof, has been granted an Award under the Plan.

         (m) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

         (n) "Stock" means the Common Stock, $.01 par value, of the Company and
such other securities as may be substituted for Stock or such other securities
pursuant to Section 4.

         3.       Administration.

         (a) Authority of the Committee. The Plan shall be administered by the
Committee. The Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions
of the Plan:

               (i) to select persons to whom Awards may be granted;

               (ii) to determine the type or types of Awards to be granted to
          each such person;

               (iii) to determine the number of Awards to be granted, the
          number of shares of Stock to which an Award will relate, the terms
          and conditions of any Award granted under the Plan (including, but
          not limited to, any exercise price, grant price or purchase price,
          any restriction or condition, any schedule for lapse of restrictions
          or conditions relating to transferability or forfeiture,
          exercisability or settlement of an Award, and 



   
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          waivers or accelerations thereof, performance conditions relating to
          an Award (including performance conditions relating to Awards not
          intended to be governed by Section 7(f) and waivers and modifications
          thereof), based in each case on such considerations as the Committee
          shall determine), and all other matters to be determined in
          connection with an Award;

               (iv) to determine whether, to what extent and under what
          circumstances an Award may be settled, or the exercise price of an
          Award may be paid, in cash, Stock, other Awards, or other property,
          or an Award may be cancelled, forfeited, or surrendered;

               (v) to determine whether, to what extent and under what
          circumstances cash, Stock, other Awards or other property payable
          with respect to an Award will be deferred either automatically, at
          the election of the Committee or at the election of the Participant;

               (vi) to prescribe the form of each Award Agreement, which need
          not be identical for each Participant;

               (vii) to adopt, amend, suspend, waive and rescind such rules and
          regulations and appoint such agents as the Committee may deem
          necessary or advisable to administer the Plan;

               (viii) to correct any defect or supply any omission or reconcile
          any inconsistency in the Plan and to construe and interpret the Plan
          and any Award, rules and regulations, Award Agreement or other
          instrument hereunder; and

               (ix) to make all other decisions and determinations as may be
          required under the terms of the Plan or as the Committee may deem
          necessary or advisable for the administration of the Plan.

Other provisions of the Plan notwithstanding, the Board may perform any
function of the Committee under the Plan, including without limitation for the
purpose of ensuring that transactions under the Plan by Participants who are
then subject to Section 16 of the Exchange Act in respect of the Company are
exempt under Rule 16b-3. In any case in which the Board is performing a
function of the Committee under the Plan, each reference to the Committee
herein shall be deemed to refer to the Board.

         (b) Manner of Exercise of Committee Authority. Any action of the
Committee with respect to the Plan shall be final, conclusive and binding on
all persons, including the Company, subsidiaries of the Company, Participants,
any person claiming any rights under the Plan from or through any Participant
and stockholders, except to the extent the Committee may subsequently modify,
or take further action not consistent with, its prior action. If not specified
in the Plan, the time at which the Committee must or may make any determination
shall be determined by the Committee, and any such determination may thereafter
by modified by the Committee (subject to Section 8(e)). The express grant of
any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the





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Committee. Except as provided under Section 7(f), the Committee may delegate to
officers or managers of the Company or any subsidiary of the Company the
authority, subject to such terms as the Committee shall determine, to perform
such functions as the Committee may determine, to the extent permitted under
applicable law.

         (c) Limitation of Liability. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer or other employee of the Company or any
subsidiary, the Company's independent certified public accountants or any
executive compensation consultant, legal counsel or other professional retained
by the Company to assist in the administration of the Plan. No member of the
Committee, nor any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Company acting on
its behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination or
interpretation.

         4.       Stock Subject to Plan.

         (a) Amount of Stock Reserved. The total amount of Stock that may be
subject to outstanding awards, determined immediately after the grant of any
Award, shall not exceed the greater of two million shares or 12% of the total
number of shares of Stock outstanding at the effective time of such grant.
Notwithstanding the foregoing, the number of shares that may be delivered upon
the exercise of ISOs shall not exceed 500,000 (subject to adjustment as
provided in Section 4(c)), and the number of shares that may be delivered as
Restricted Stock and Deferred Stock (other than pursuant to an Award granted
under Section 7(f)) shall not in the aggregate exceed 500,000 (subject to
adjustment as provided in Section 4(c)), provided, however, that shares subject
to ISOs, Restricted Stock or Deferred Stock Awards shall not be deemed
delivered if such Awards are forfeited, expire or otherwise terminate without
delivery of shares to the Participant. If an Award valued by reference to Stock
may only be settled in cash, the number of shares to which such Award relates
shall be deemed to be Stock subject to such Award for purposes of this Section
4(a). Any shares of Stock delivered pursuant to an Award may consist, in whole
or in part, of authorized and unissued shares, treasury shares or shares
acquired in the market for a Participant's Account.

         (b) Annual Per-Participant Limitations. During any calendar year, no
Participant may be granted Awards that may be settled by delivery of more than
250,000 shares of Stock, subject to adjustment as provided in Section 4(c). In
addition, with respect to Awards that may be settled in cash (in whole or in
part), no Participant may be paid during any calendar year cash amounts
relating to such Awards that exceed the greater of the Fair Market Value of the
number of shares of Stock set forth in the preceding sentence at the date of
grant or the date of settlement of Award. This provision sets forth two
separate limitations, so that Awards that may be settled solely by delivery of
Stock will not operate to reduce the amount of cash-only Awards, and vice
versa; nevertheless, Awards that may be settled in Stock or cash must not
exceed either limitation.




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         (c) Adjustments. In the event that the Committee shall determine that
any recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Stock or other
securities, Stock dividend or other special, large and non-recurring dividend
or distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares of Stock reserved and available for Awards
under Section 4(a), including shares reserved for the ISOs and Restricted and
Deferred Stock, (ii) the number and kind of shares of Stock specified in the
Annual Per-Participant Limitations under Section 4(b), (iii) the number and
kind of shares of outstanding Restricted Stock or other outstanding Award in
connection with which shares have been issued, (iv) the number and kind of
shares that may be issued in respect of other outstanding Awards and (v) the
exercise price, grant price or purchase price relating to any Award (or, if
deemed appropriate, the Committee may make provision for a cash payment with
respect to any outstanding Award). In addition, the Committee is authorized to
make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence) affecting the Company
or any subsidiary or the financial statements of the Company or any subsidiary,
or in response to changes in applicable laws, regulations, or accounting
principles. The foregoing notwithstanding, no adjustments shall be authorized
under this Section 4(c) with respect to ISOs or SARs in tandem therewith to the
extent that such authority would cause the Plan to fail to comply with Section
422(b)(1) of the Code, and no such adjustment shall be authorized with respect
to Options, SARs or other Awards subject to Section 7(f) to the extent that
such authority would cause such Awards to fail to qualify as "qualified
performance-based compensation" under Section 162(m)(4)(C) of the Code.

         5. Eligibility. Executive officers and other key employees of the
Company and its subsidiaries, including any director or officer who is also
such an employee, and persons who provide consulting or other services to the
Company deemed by the Committee to be of substantial value to the Company, are
eligible to be granted Awards under the Plan. In addition, persons who have
been offered employment by the Company or its subsidiaries, and persons
employed by an entity that the Committee reasonably expects to become a
subsidiary of the Company, are eligible to be granted an Award under the Plan;
provided, however, that such Award shall be cancelled if any such person fails
to commence such employment, or such entity fails to become a subsidiary and no
payment of value may be made in connection with such Award until such person
has commenced such employment or until such entity becomes a subsidiary.

         6.       Specific Terms of Awards.

         (a) General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any Award or
the exercise thereof such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine, including
terms requiring forfeiture of Awards in the event of 




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termination of employment or service of the Participant. Except as provided in
Section 6(f), 6(h), or 7(a), or to the extent required to comply with
requirements of the Delaware General Corporation Law that lawful consideration
be paid for Stock, only services may be required as consideration for the grant
(but not the exercise) of any Award.

         (b) Options. The Committee is authorized to grant options (including
"reload" options automatically granted to offset specified exercises of
options), each of which is either an ISO or an NQSO, on the following terms and
conditions (collectively "Options"):

               (i) Exercise Price. The exercise price per share of Stock
          purchasable under an Option shall be determined by the Committee;
          provided, however, that, except as provided in Section 7(a), such
          exercise price shall be not less than the Fair Market Value of a
          share on the date of grant of such Option.

               (ii) Time and Method of Exercise. The Committee shall determine
          the time or times at which an Option may be exercised in whole or in
          part, the methods by which such exercise price may be paid or deemed
          to be paid, the form of such payment, including, without limitation,
          cash, Stock, other Awards or awards granted under other Company plans
          or other property (including notes or other contractual obligations
          of Participants to make payment on a deferred basis, such as through
          "cashless exercise" arrangements, to the extent permitted by
          applicable law), and the methods by which Stock will be delivered or
          deemed to be delivered to Participants.

               (iii) ISOs. The terms of any ISO granted under the Plan shall
          comply in all respects with the provisions of Section 422 of the
          Code, including but not limited to the requirement that no ISO shall
          be granted more than ten years after the effective date of the Plan.
          Anything in the Plan to the contrary notwithstanding, no term of the
          Plan relating to ISOs shall be interpreted, amended, or altered, nor
          shall any discretion or authority granted under the Plan be
          exercised, so as to disqualify either the Plan or any ISO under
          Section 422 of the Code, unless requested by the affected
          Participant.

               (iv) Termination of Employment. Unless otherwise determined by
          the Committee, upon termination of a Participant's employment with
          the Company and its subsidiaries, such Participant may exercise any
          Options during the three-month period following such termination of
          employment, but only to the extent such Option was exercisable
          immediately prior to such termination of employment. Notwithstanding
          the foregoing, if the Committee determines that such termination is
          for cause, all Options held by the Participant shall terminate as of
          the termination of employment.

         (c) Stock Appreciation Rights. The Committee is authorized to grant
SARs on the following terms and conditions ("SARs"):

               (i) Right to Payment. An SAR shall confer on the Participant to
          whom it is granted a right to receive, upon exercise thereof, the
          excess of (A) the Fair Market Value




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          of one share of Stock on the date of exercise (or, if the Committee
          shall so determine in the case of any such right other than one
          related to an ISO, the Fair Market Value of one share at any time
          during a specified period before or after the date of exercise), over
          (B) the grant price of the SAR as determined by the Committee as of
          the date of grant of the SAR, which, except as provided in Section
          7(a), shall be not less than the Fair Market Value of one share of
          Stock on the date of grant.

               (ii) Other Terms. The Committee shall determine the time or
          times at which an SAR may be exercised in whole or in part, the
          method of exercise, method of settlement, form of consideration
          payable in settlement, method by which Stock will be delivered or
          deemed to be delivered to Participants, whether or not an SAR shall
          be in tandem with any other Award, and any other terms and conditions
          of any SAR. Limited SARs that may only be exercised upon the
          occurrence of a Change in Control may be granted on such terms, not
          inconsistent with this Section 6(c), as the Committee may determine.
          Limited SARs may be either freestanding or in tandem with other
          Awards.

         (d) Restricted Stock. The Committee is authorized to grant Restricted
Stock on the following terms and conditions ("Restricted Stock"):

               (i) Grant and Restrictions. Restricted Stock shall be subject to
          such restrictions on transferability and other restrictions, if any,
          as the Committee may impose, which restrictions may lapse separately
          or in combination at such times, under such circumstances, in such
          installments, or otherwise, as the Committee may determine. Except to
          the extent restricted under the terms of the Plan and any Award
          Agreement relating to the Restricted Stock, a Participant granted
          Restricted Stock shall have all of the rights of a stockholder
          including, without limitation, the right to vote Restricted Stock or
          the right to receive dividends thereon.

               (ii) Forfeiture. Except as otherwise determined by the
          Committee, upon termination of employment or service (as determined
          under criteria established by the Committee) during the applicable
          restriction period, Restricted Stock that is at that time subject to
          restrictions shall be forfeited and reacquired by the Company;
          provided, however, that the Committee may provide, by rule or
          regulation or in any Award Agreement, or may determine in any
          individual case, that restrictions or forfeiture conditions relating
          to Restricted Stock will be waived in whole or in part in the event
          of termination resulting from specified causes.

               (iii) Certificates for Stock. Restricted Stock granted under the
          Plan may be evidenced in such manner as the Committee shall
          determine. If certificates representing Restricted Stock are
          registered in the name of the Participant, such certificates may bear
          an appropriate legend referring to the terms, conditions, and
          restrictions applicable to such Restricted Stock, the Company may
          retain physical possession of the certificate, and the Participant
          shall have delivered a stock power to the Company, endorsed in blank,
          relating to the Restricted Stock.





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               (iv) Dividends. Dividends paid on Restricted Stock shall be
          either paid at the dividend payment date in cash or in shares of
          unrestricted Stock having a Fair Market Value equal to the amount of
          such dividends, or the payment of such dividends shall be deferred
          and/or the amount or value thereof automatically reinvested in
          additional Restricted Stock, other Awards, or other investment
          vehicles, as the Committee shall determine or permit the Participant
          to elect. Stock distributed in connection with a Stock split or Stock
          dividend, and other property distributed as a dividend, shall be
          subject to restrictions and a risk of forfeiture to the same extent
          as the Restricted Stock with respect to which such Stock or other
          property has been distributed, unless otherwise determined by the
          Committee.

         (e) Deferred Stock. The Committee is authorized to grant Deferred
Stock subject to the following terms and conditions ("Deferred Stock"):

               (i) Award and Restrictions. Delivery of Stock will occur upon
          expiration of the deferral period specified for an Award of Deferred
          Stock by the Committee (or, if permitted by the Committee, as elected
          by the Participant). In addition, Deferred Stock shall be subject to
          such restrictions as the Committee may impose, if any, which
          restrictions may lapse at the expiration of the deferral period or at
          earlier specified times, separately or in combination, in
          installments or otherwise, as the Committee may determine.

               (ii) Forfeiture. Except as otherwise determined by the
          Committee, upon termination of employment or service (as determined
          under criteria established by the Committee) during the applicable
          deferral period or portion thereof to which forfeiture conditions
          apply (as provided in the Award Agreement evidencing the Deferred
          Stock), all Deferred Stock that is at that time subject to such
          forfeiture conditions shall be forfeited; provided, however, that the
          Committee may provide, by rule or regulation or in any Award
          Agreement, or may determine in any individual case, that restrictions
          or forfeiture conditions relating to Deferred Stock will be waived in
          whole or in part in the event of termination resulting from specified
          causes.

         (f) Bonus Stock and Awards in Lieu of Cash Obligations. The Committee
is authorized to grant Stock as a bonus, or to grant Stock or other Awards in
lieu of Company obligations to pay cash under other plans or compensatory
arrangements.

         (g) Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents entitling the Participant to receive cash, Stock, other
Awards or other property equal in value to dividends paid with respect to a
specified number of shares of Stock ("Dividend Equivalents"). Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award. The Committee may provide that Dividend Equivalents shall be
paid or distributed when accrued or shall be deemed to have been reinvested in
additional Stock, Awards or other investment vehicles, and subject to such
restrictions on transferability and risks of forfeiture, as the Committee may
specify.







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         (h) Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Stock and factors that may influence the
value of Stock, as deemed by the Committee to be consistent with the purposes of
the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee and Awards valued by
reference to the book value of Stock or the value of securities of or the
performance of specified subsidiaries ("Other Stock Based Awards"). The
Committee shall determine the terms and conditions of such Awards. Stock issued
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards, or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may be granted
pursuant to this Section 6(h).

         7. Certain Provisions Applicable to Awards.

         (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards 
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with or in substitution for any other
Award granted under the Plan or any award granted under any other plan of the
Company, any subsidiary or any business entity to be acquired by the Company or
a subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Awards granted in addition to or in tandem with
other Awards or awards may be granted either as of the same time as or a
different time from the grant of such other Awards or awards.

         (b) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided, however, that in no event shall
the term of any ISO or an SAR granted in tandem therewith exceed a period of
ten years from the date of its grant (or such shorter period as may be
applicable under Section 422 of the Code).

         (c) Form of Payment Under Awards. Subject to the terms of the Plan and
any applicable Award Agreement, payments to be made by the Company or a
subsidiary upon the grant, exercise or settlement of an Award may be made in
such forms as the Committee shall determine, including, without limitation,
cash, Stock, other Awards or other property, and may be made in a single
payment or transfer, in installments or on a deferred basis. Such payments may
include, without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments or the grant or
crediting of Dividend Equivalents in respect of installment or deferred
payments denominated in Stock.

         (d)      Rule 16b-3 Compliance.

               (i)  Six-Month Holding Period. Unless a Participant could
                    otherwise dispose of equity securities, including
                    derivative securities, acquired under the 





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                    Plan without incurring liability under Section 16(b) of the
                    Exchange Act, equity securities acquired under the Plan
                    must be held for a period of six months following the date
                    of such acquisition, provided that this condition shall be
                    satisfied with respect to a derivative security if at least
                    six months elapse from the date of acquisition of the
                    derivative security to the date of disposition of the
                    derivative security (other than upon exercise or
                    conversion) or its underlying equity security.

               (ii) Other Compliance Provisions. With respect to a Participant
                    who is then subject to Section 16 of the Exchange Act in
                    respect of the Company, the Committee shall implement
                    transactions under the Plan and administer the Plan in a
                    manner that will ensure that each transaction by such a
                    Participant is exempt from liability under Rule 16b-3,
                    except that such a Participant may be permitted to engage
                    in a non-exempt transaction under the Plan if written
                    notice has been given to the Participant regarding the
                    non-exempt nature of such transaction. The Committee may
                    authorize the Company to repurchase any Award or shares of
                    Stock resulting from any Award in order to prevent a
                    Participant who is subject to Section 16 of the Exchange
                    Act from incurring liability under Section 16(b). Unless
                    otherwise specified by the Participant, equity securities,
                    including derivative securities, acquired under the Plan
                    which are disposed of by a Participant shall be deemed to
                    be disposed of in the order acquired by the Participant.

         (e) Loan Provisions. With the consent of the Committee, and subject at
all times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee or arrange for a
loan or loans to a Participant with respect to the exercise of any Option or
other payment in connection with any Award, including the payment by a
Participant of any or all federal, state or local income or other taxes due in
connection with any Award. Subject to such limitations, the Committee shall
have full authority to decide whether to make a loan or loans hereunder and to
determine the amount, terms and provisions of any such loan or loans, including
the interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower, the
terms on which the loan is to be repaid and conditions, if any, under which the
loan or loans may be forgiven.

         (f) Performance-Based Awards. The Committee may, in its discretion,
designate any Award the exercisability or settlement of which is subject to the
achievement of performance conditions as a performance-based Award subject to
this Section 7(f), in order to qualify such Award as "qualified
performance-based compensation" within the meaning of Code Section 162(m) and
regulations thereunder. The performance objectives for an Award subject to this
Section 7(f) shall consist of one or more business criteria and a targeted
level or levels of performance with respect to such criteria, as specified by
the Committee but subject to this Section 7(f). Performance objectives shall be
objective and shall otherwise meet the requirements of Section 162(m)(4)(C) of
the Code. Business criteria used by the Committee in 





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<PAGE>   12

establishing performance objectives for Awards subject to this Section 7(f)
shall be selected from among the following:

                    (1) Annual return on capital;

                    (2) Annual earnings or earnings per share;

                    (3) Annual cash flow provided by operations;

                    (4) Changes in annual revenues; and/or

                    (5) Strategic business criteria, consisting of one or more
               objectives based on meeting specified revenue, market
               penetration, geographic business expansion goals, cost targets,
               and goals relating to acquisitions or divestitures.

The levels of performance required with respect to such business criteria may
be expressed in absolute or relative levels. Achievement of performance
objectives with respect to such Awards shall be measured over a period of not
less than one year nor more than five years, as the Committee may specify.
Performance objectives may differ for such Awards to different Participants.
The Committee shall specify the weighting to be given to each performance
objective for purposes of determining the final amount payable with respect to
any such Award. The Committee may, in its discretion, reduce the amount of a
payout otherwise to be made in connection with an Award subject to this Section
7(f), but may not exercise discretion to increase such amount, and the
Committee may consider other performance criteria in exercising such
discretion. All determinations by the Committee as to the achievement of
performance objectives shall be in writing. The Committee may not delegate any
responsibility with respect to an Award subject to this Section 7(f).

         (g) Acceleration upon a Change of Control. Notwithstanding anything
contained herein to the contrary, unless otherwise provided by the Committee in
an Award Agreement, all conditions and restrictions relating to an Award,
including limitations on exercisability, risks of forfeiture, deferral periods
and conditions and restrictions requiring the continued performance of services
or the achievement of performance objectives with respect to the exercisability
or settlement of such Award, shall immediately lapse upon a Change in Control.

         8.  General Provisions.

         (a) Compliance With Laws and Obligations. The Company shall not be
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the registration
requirements of the Securities Act of 1933, as amended, or any other federal or
state securities law, any requirement under any listing agreement between the
Company and any national securities exchange or automated quotation system or
any other law, regulation or contractual obligation of the Company until the
Company is satisfied that such laws, regulations, and other obligations of the
Company have been complied with in full. 





    
                                 -12-

<PAGE>   13

Certificates representing shares of Stock issued under the Plan will be subject
to such stop-transfer orders and other restrictions as may be applicable under
such laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.

         (b) Limitations on Transferability. Awards and other rights under the
Plan will not be transferable by a Participant except by will or the laws of
descent and distribution or to a Beneficiary in the event of the Participant's
death, shall not be pledged, mortgaged, hypothecated or otherwise encumbered,
or otherwise subject to the claims of creditors, and, in the case of ISOs and
SARs in tandem therewith, shall be exercisable during the lifetime of a
Participant only by such Participant or his guardian or legal representative;
provided, however, that such Awards and other rights (other than ISOs and SARs
in tandem therewith) may be transferred to one or more transferees during the
lifetime of the Participant to the extent and on such terms as then may be
permitted by the Committee.

         (c) No Right to Continued Employment or Service. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee or other
person the right to be retained in the employ or service of the Company or any
of its subsidiaries, nor shall it interfere in any way with the right of the
Company or any of its subsidiaries to terminate any employee's employment or
other person's service at any time.

         (d) Taxes. The Company and any subsidiary is authorized to withhold
from any Award granted or to be settled, any delivery of Stock in connection
with an Award, any other payment relating to an Award or any payroll or other
payment to a Participant amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving an Award, and
to take such other action as the Committee may deem advisable to enable the
Company and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall
include authority to withhold or receive Stock or other property and to make
cash payments in respect thereof in satisfaction of a Participant's tax
obligations.

         (e) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue or terminate the Plan or the Committee's authority to
grant Awards under the Plan without the consent of stockholders or
Participants, except that any such action shall be subject to the approval of
the Company's stockholders at or before the next annual meeting of stockholders
for which the record date is after such Board action if such stockholder
approval is required by any federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Stock may then be
listed or quoted, and the Board may otherwise, in its discretion, determine to
submit other such changes to the Plan to stockholders for approval; provided,
however, that, without the consent of an affected Participant, no such action
may materially impair the rights of such Participant under any Award
theretofore granted to him. The Committee may waive any conditions or rights
under, or amend, alter, suspend, discontinue, or terminate, any Award
theretofore granted and any Award Agreement relating thereto; provided,
however, that, without the consent of an affected Participant, no such action
may materially impair the rights of such Participant under such Award.






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<PAGE>   14

         (f) No Rights to Awards; No Stockholder Rights. No Participant or
employee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Participants and employees. No
Award shall confer on any Participant any of the rights of a stockholder of the
Company unless and until Stock is duly issued or transferred and delivered to
the Participant in accordance with the terms of the Award or, in the case of an
Option, the Option is duly exercised.

         (g) Unfunded Status of Awards; Creation of Trusts. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general creditor
of the Company; provided, however, that the Committee may authorize the
creation of trusts or make other arrangements to meet the Company's obligations
under the Plan to deliver cash, Stock, other Awards, or other property pursuant
to any Award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines with
the consent of each affected Participant.

         (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by
the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other compensatory arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the
Plan, and such arrangements may be either applicable generally or only in
specific cases.

         (i) No Fractional Shares. No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards, or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

         (j) Compliance with Code Section 162(m). It is the intent of the
Company that employee Options, SARs and other Awards designated as Awards
subject to Section 7(f) shall constitute "qualified performance-based
compensation" within the meaning of Code Section 162(m). Accordingly, if any
provision of the Plan or any Award Agreement relating to such an Award does not
comply or is inconsistent with the requirements of Code Section 162(m), such
provision shall be construed or deemed amended to the extent necessary to
conform to such requirements, and no provision shall be deemed to confer upon
the Committee or any other person discretion to increase the amount of
compensation otherwise payable in connection with any such Award upon
attainment of the performance objectives.

         (k) Governing Law. The validity, construction and effect of the Plan,
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws, and applicable federal law.





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<PAGE>   15

         (l) Effective Date; Plan Termination. The Plan shall become effective
as of the date of its adoption by the Board, subject to stockholder approval
prior to the commencement of the Initial Public Offering, and shall continue in
effect until terminated by the Board.






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