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                                  Exhibit 10.2

                       CARE MANAGEMENT SCIENCE CORPORATION

               1998 TIME ACCELERATED RESTRICTED STOCK OPTION PLAN

     1.   PURPOSE OF THE PLAN.

          This stock option plan (the "Plan") is intended to encourage ownership
of the common stock of Care Management Science Corporation, a Pennsylvania I
Corporation (the "Company"), by employees of the Company and its subsidiaries,
to induce qualified personnel to enter and remain in the employ of the Company
or its subsidiaries and otherwise to provide additional incentive for optionees
to promote the success of its business.

     2.   STOCK SUBJECT TO THE PLAN.

          (a)  The total number of shares of the authorized but unissued or
Treasury shares of the common stock, without par value, of the Company ("Common
Stock") for which options may be granted under the Plan shall not exceed 483,594
shares, subject to adjustment as provided in Section 12 hereof.

          (b)  If an option granted or assumed hereunder shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for subsequent option grants
under the Plan at the election of the Board of Directors of the Company (the
"Board of Directors").

          (c)  Stock issuable upon exercise of an option granted under the Plan
shall be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board of Directors and set forth in
the Agreement (as defined in Section 6).

     3.   ADMINISTRATION OF THE PLAN.

          (a)  The Plan shall be administered by the Board of Directors. No
member of the Board of Directors shall act upon any matter exclusively affecting
any option granted or to be granted to himself or herself under the Plan. A
majority of the members of the Board of Directors shall constitute a quorum, and
any action may be taken by a majority of those present and voting at any
meeting. The decision of the Board of Directors as to all questions of
interpretation and application of the Plan shall be final, binding and
conclusive on all persons. The Board of Directors may, in its sole discretion,
grant options to purchase shares of the Company's Common Stock and issue shares
upon exercise of such options as provided in the Plan. The Board of Directors
shall have authority, subject to the express provisions of the Plan, to construe
the respective option agreements and the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions of the respective


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option agreements, which may but need not be identical, to make all other
determinations in the judgment of the Board of Directors and necessary or
desirable for the administration of the Plan. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any option agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect and shall be the sole and final judge of such
expediency. No director shall be liable for any action or determination made in
good faith.

          (b)  The Board of Directors may, in its discretion, delegate its
powers, duties and responsibilities to a committee (the "Committee") consisting
of two or more directors, each of whom is a "non-employee director" (as defined
from time to time in Rule 16b-3 promulgated under the Securities Exchange Act of
1934) and an "Outside director" as defined under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") and related Treasury regulations.
The Board of Directors may at any time and from time to time appoint a member or
members of the Committee in substitution for or in addition to the member or
members then in office and may fill vacancies on the Committee however caused.
The Committee shall choose one of its members as Chairman and shall hold
meetings at such times and places as it shall deem advisable. A majority of the
members of the Committee shall constitute a quorum and any action may be taken
by a majority of those present and voting at any meeting. Any action may also be
taken without the necessity of a meeting by a written instrument signed by a
majority of the Committee. If a Committee is so appointed, all references to the
Board of Directors herein shall mean and relate to such Committee, unless the
context otherwise requires.

          (c)  With respect to the participation of any officer or director in
the Plan, his or her selection as an optionee and the number of option shares to
be allocated to such officer or director shall be determined either (i) by the
Board of Directors or (ii) by, or only in accordance with, the recommendations
of a Committee, as defined in Section 3(b) above. The provisions of this Section
3(c) shall not apply with respect to any option granted prior to the date of the
first registration of an equity security of the Company under Section 12 of the
Securities and Exchange Act of 1934.

     4.   TYPE OF OPTIONS.

     Options granted pursuant to the Plan shall be authorized by action of the
Board of Directors of the Company and shall be non-qualified options which are
not Intended to meet the requirements of such Section 422 of the Internal
Revenue Code of 1986 (the "Code").

     5.   ELIGIBILITY.

          (a)  Options may be granted to officers and senior management of the
Company or of any of its subsidiaries.

          (b)  Directors who are not otherwise employees of the Plan.

          (c)  In determining the eligibility of an individual to be individual,
the Board of Directors shall take into account the position and responsibilities
of the individual being


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considered, the nature and value to the Company or its subsidiaries of his or
her service and accomplishments, his or her present and potential contribution
to the success of the Company or its subsidiaries, and such other factors as the
Board of Directors may deem relevant.

     6.   OPTION AGREEMENT.

     Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such option
is granted, which Agreement hall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan, as may be determined by
the Board of Directors. No option shall be granted within the meaning of the
Plan and no purported grant of any option shall be effective until the Agreement
shall have been duly executed on behalf of the Company and the optionee. More
than one option may be granted to an individual. The terms of any Agreement,
including the terms relating to the vesting of options covered thereby, may be
modified or amended from time to time with the consent of the Board of Directors
and the holder of such options. The Agreement may contain restrictions on
transfer of the shares issuable upon exercise thereof.

     7.   OPTION PRICE.

          (a)  The option price of shares of the Company's Common (a) Stock for
options granted hereunder shall be at least the fair market value of such Common
Stock on the date of such grant, and shall be equal to or greater than the price
Paid by J.H. Whitney III, L.P. pursuant to its initial investment in the
Company, as described in the Stock Purchase Agreement dated December 23, 1998,
between the Company, J.H. Whitney III, L.P., Whitney Strategic Partners III,
L.P. and certain Individual Investors (as defined therein).

          (b)  If such shares are then listed on any national securities
exchange or on NASDAQ National Market System, the fair market value shall be the
mean between the high and low sales prices, if any, on the largest such exchange
on the date of the grant of the option or, if none, shall be determined by
taking a weighted average of the means between the highest and lowest sales
prices on the nearest date before and the nearest date after the date of grant
in accordance with Treasury Regulations Section 25.2512-2. If the shares are not
then listed on any such exchange, the fair market value of such shares shall be
the mean between the closing "Bid" and the closing "Ask" prices, if any, as
reported in the National Association of Securities Dealers Automated Quotation
System other dm the National Market System ("NASDAQ") for the date of the grant
of the option, or, if none, shall be determined by taking a weighted average of
the means between the highest and lowest sales prices on the nearest date before
and the nearest date after the date of grant in accordance with Treasury
Regulations Section 25.2512-2. If the shares are not then either listed on any
such exchange or quoted in NASDAQ, the fair market value shall be the mean
between the average of the "Bid" and the average of the "Ask" prices, if any, as
reported in the National Daily Quotation Service for the date of the grant of
the option, or, if none, shall be determined by taking a weighted average of the
means between the highest and lowest sales on the nearest date before and the
nearest date after the date of grant in accordance with Treasury


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Regulations Section 25.2512-2. If the fair market value cannot be determined
under the preceding three sentences, it shall be determined in good faith by the
Board of Directors.

     8.   MANNER OF PAYMENT; MANNER OF EXERCISE.

          (a)  Options granted under the Plan may provide for the payment of the
exercise price by delivery of: (i) cash or a check payable to the order of the
Company in an amount equal to tile exercise price of such options; (ii) shares
of Common Stock of the Company owned by the optionee having a fair market value
equal in amount to the exercise price of the options being exercised or (iii)
any combination of (i) and (ii); provided that payment of the exercise price in
whole or in Part by delivery of shares of Common Stock of the Company owned by
such optionees may be made only with the consent of the Company. The fair market
value of any shares of the Company's Common Stock which may be delivered upon
exercise of an Option shall be determined by the Board of Directors in
accordance with Section 7 hereof

          (b)  To the extent that the right to purchase shares under an Option
has accrued and is in effect, options may be exercised in full at one time or in
Part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the Option is being exercised, accompanied by payment in full
for such shares as Provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the person or persons exercising the option
at such time, during ordinary business hours, within thirty (30) days from the
date of receipt of the notice by the Company, as shall be designated in such
notice, or at such time, place and manner as may be agreed upon by the Company
and the person or persons exercising the option.

     9.   EXERCISE OF OPTIONS.

          (a)  Each option granted under the Plan shall, subject to Section 10
and Section 12 hereof, be exercisable on the seventh anniversary of the date of
grant thereof, provided, however, that the exercisability of such options may be
accelerated on such terms as may be set forth in the agreement evidencing such
options; provided, further, however, that no option granted under the Plan shall
have a term in excess of ten (10) years from the date of grant.

          (b)  To the extent that an option to purchase shares is not exercised
by an optionee when it becomes initially exercisable, it shall not expire but
shall be carried forward and shall be exercisable, on a cumulative basis, until
the expiration of the exercise period.

     10.  TERM OF OPTIONS; EXERCISABILITY.

          (a)  Term.

               (1)  Each option shall expire not more than ten (10) years from
the date of the granting thereof, but shall be subject to earlier termination as
herein provided.


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               (2)  Except as otherwise provided in this Section 10, or as may
be provided in an agreement evidencing options granted hereunder, an option
granted to any employee optionee who ceases to be an employee of the Company or
One of its subsidiaries shall terminate as of the close of business thirty (30)
calendar days after the date such optionee ceases to be an employee of the
Company or any of its subsidiaries, or on the date on which the option expires
by its terms, whichever Occurs first.

               (3)  If such termination of employment is because the optionee
has become permanently disabled (within the meaning of Section 22(e)(3) of the
Code), such option shall terminate as of the close of business on the last day
of the Sixth month from the date such optionee ceases to be an employee, or on
the date on which the Option expires by its terms, whichever occurs first.

               (4)  In the event of the death of any optionee, any option
granted to such optionee shall terminate as of the close of business on the last
of the twelfth month from the date of death, or on the date on which the option
day expires by its terms, whichever occurs first.

          (b)  EXERCISABILITY.

     An option that is subject to early termination due to Section 10(a)(2),
10(a)(3) or 10(a)(4) shall be exercisable only to the extent that the right to
purchase shares under such option has accrued and is in effect on the date of
termination.

     11.  OPTIONS NOT TRANSFERABLE.

     The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee otherwise dm by will or
the laws of descent and distribution, and any such option shall be exercisable
during the lifetime of such optionee only by him or, in the event of the
permanent disability of the optionee, by his personal representative or the
person who acquired the rights of the optionee with respect to the option as a
result of the optionee's disability. Any option granted under the Plan shall be
null and void and without effect upon the bankruptcy of the optionee to whom the
option is granted, or upon any attempted assignment or transfer, except as
herein provided, including without affiliation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, trustee process or similar process, whether legal or equitable, upon
such option.

     12.  RECAPITALIZATIONS, REORGANIZATIONS AND THE LIKE.

          (a)  In the event that the outstanding shares of the Common Stock of
the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason of
any reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which options may be granted under the Plan and as to which outstanding options
or portions thereof then unexercised shall be exercisable, to the end that the
proportionate interest of the optionee


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shall be maintained as before the occurrence of such event; such adjustment in
outstanding Options shall be made without change in the total price applicable
to the unexercised Portion Of such options and with a corresponding adjustment
in the option price per share.

          (b)  In addition, unless otherwise determined by the Board of
Directors in its sole discretion, in the case of any (i) sale or conveyance to
another entity of all or substantially all of the property and assets of the
Company or (ii) Change in Control (as hereinafter defined) of the Company, the
purchaser(s) of the Company's assets or stock may, in his, her or its
discretion, deliver to the optionee the same kind of consideration that is
delivered to the shareholders of the Company as a result of such sale,
conveyance or Change in Control, or the Board of Directors, in its sole
discretion, may cancel all outstanding options in "change for consideration in
cash or in kind which consideration in both cases shall be equal in value to the
value of those shares of stock or other securities the optionee would have
received had the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to such
sale, conveyance or Change in Control, less the option price therefor. Upon
receipt of such consideration by the optionee, his or her option shall
immediately terminate and be of no further force and effect. The value of the
stock or other securities the optionee would have received if the option had
been exercised shall be determined in good faith by the Board of Directors of
the Company, and in the case of shares of the Common Stock of the Company, in
accordance with the provisions of Section 7 hereof The Board of Directors shall
also have the power and right to, but shall be under no obligation to,
accelerate the exercisability of any options, notwithstanding any limitations in
this Plan or in the Agreement upon such a sale, conveyance or Change in Control.
A "Change in Control" shall be deemed to have occurred if any person, or any two
or more persons acting as a group, and all affiliates of such person or persons,
who prior to such time owned less than ten percent (10%) of the then outstanding
Common Stock of the Company, shall acquire such additional share of the
Company's Common Stock in one or more transactions, or series of transactions,
such that following such transaction or transactions, such person or group and
affiliates beneficially own fifty-one percent (51%) or more of the Company's
Common Stock outstanding.

          (c)  Upon dissolution or liquidation of the Company, all options
granted under this Plan shall terminate, but each optionee (if at such time in
the employ of or otherwise associated with the Company or any of its
subsidiaries) shall have the right, immediately prior to such dissolution or
liquidation, to exercise his or her option to the extent then exercisable.

          (d)  If by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation, the Board of
Directors shall authorize the issuance or assumption of a stock option or stock
options in a transaction to which Section 424(a) of the Code applies, then,
notwithstanding any other provision of the Plan, the Board of Directors may
grant an option or options upon such terms and conditions as it may deem
appropriate for the purpose of assumption of the old option, or substitution of
a new option for the old option, in conformity with the provisions of such
Section 424(a) of the Code and the Regulations thereunder, and ally such option
shall not reduce the number of shares otherwise available for issuance under the
plan.


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          (e)  No fraction of a share shall be purchasable or deliverable upon
the exercise of any option, but in the event any adjustment hereunder of the
number of shares covered by the option shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares.

     13.  NO SPECIAL EMPLOYMENT RIGHTS.

     Nothing contained in the Plan or in any option granted under the Plan shall
confer upon any option holder any right with respect to the continuation of his
or her employment by the Company (or any subsidiary) or interfere in any way
with the right of the Company (or any subsidiary), subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the option holder from
the rate in existence at the time of the grant of an option. Whether an
authorized leave of absence, or absence military or government service, shall
constitute termination of employment shall be determined by the Board of
Directors at the time.

     14.  WITHHOLDING.

     The Company's obligation to deliver shares upon the exercise of any option
granted under the Plan shall be subject to the option holder's satisfaction of
all applicable Federal, state and local income, excise employment and any other
tax withholding requirements.

     15.  RESTRICTIONS ON ISSUE OF SHARES.

          (a)  Notwithstanding the provisions of Section 8, the Company may
delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:

               (i)  The shares with respect to which such option has been
exercised are at the time of the issue of such shares effectively registered or
qualified under applicable Federal and state securities acts now in force or as
hereafter amended; or

               (ii) Counsel for the Company shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that such shares are
exempt from registration and qualification under applicable Federal and state
securities acts now in force or as hereafter amended.

          (b)  It is intended that all exercises of options shall be effective,
and the Company shall use its best efforts to bring about compliance with the
above conditions within a reasonable time, except that the Company shall be
under no obligation to qualify shares or to cause a registration statement or a
post-effective amendment to any registration statement to be prepared for the
purpose of covering the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.

     16.  PURCHASE FOR INVESTMENT: RIGHTS OF HOLDER ON SUBSEQUENT REGISTRATION.


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     Unless the shares to be issued upon exercise of an option granted under the
Plan have been effectively registered under the Securities Act of 1933, as now
in force or hereafter amended, the Company shall be under no obligation to issue
any shares covered by any option unless the person who exercises such option, in
whole or m part, shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel for the Company and
upon which, in the opinion of such counsel, the Company may reasonably rely,
that he or she is acquiring the shares issued pursuant to such exercise of the
option for his or her own account as an investment and not with a view to, or
for sale in connection with, the distribution of any such shares, and that he or
she will make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the Securities Act of
1933, or any other applicable law, and that if shares are issued without such
registration, a legend to this effect may be endorsed upon the securities so
issued. In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the Securities Act of 1933 or other applicable
statutes any shares with respect to which an option shall have been exercised,
or to qualify any such shares for exemption from the Securities Act of 1933 or
other applicable statutes, then the Company may take such action and may require
from each optionee such information in writing for use in any registration
statement, supplementary registration statement, prospectus, preliminary
prospectus or offering circular as is reasonably necessary for such purpose and
may require reasonable indemnity to the Company and its Officers and directors
from such holder against all losses, claims, damages and liabilities arising
from such use of the information so furnished and caused by any untrue statement
of any material fact therein or caused by the omission to state a material fact
required to be stated therein or necessary to make the statements therein 'lot
misleading in the light of the circumstances under which they were made.

     17.  LOANS.

     The Company may make loans to optionees to permit them to exercise Options,
if loans are made, the requirements of all applicable Federal and state laws and
regulations regarding such loans must be met.

     18.  MODIFICATION OF OUTSTANDING OPTIONS.

     The Board of Directors may authorize the amendment of any outstanding
option with the consent of the optionee when and subject to such conditions as
are deemed to be in the best interests of the Company and in accordance with the
purposes of the Plan.

     19.  APPROVAL OF STOCKHOLDERS.

     The Plan shall be subject to approval by the vote of stockholders holding
at least a majority of the voting stock of the Company present, or represented,
and entitled to vote at a duly held stockholders' meeting, or by written consent
of all of the stockholders, within twelve (12) months after the adoption of the
Plan by the Board of Directors and shall take effect as of the date of adoption
by the Board upon such approval. The Board of Directors may grant options


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under the Plan prior to such approval, but any such option shall become
effective as of the date of grant only upon such approval and, accordingly, no
such option may be exercisable prior to such approval.

     20.  TERMINATION AND AMENDMENT OF PLAN.

     Unless sooner terminated as herein provided, the Plan shall terminate ten
(10) years from the date upon which the Plan was duly authorized by the Board of
Director's of the Company. The Board of Directors may at any time terminate the
Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that except as provided in Section 19, the Board of Directors
may not, without the approval of the stockholders of the Company obtained in the
manner stated in Section 19, increase the maximum number of shares for which
options may be granted or change the designation of the class of persons
eligible to receive options under the Plan or make any other change in the Plan
which requires stockholder approval under applicable law or regulations.
Termination or any modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights under an option theretofore
granted to him or her.

     21.  RESERVATION OF STOCK.

     The Company shall at all times during the term of the Plan reserve and keep
available such number of shares of stock as will be sufficient to satisfy the
requirements of the Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.

     22.  LIMITATION OF RIGHTS IN OPTION SHARES.

     An optionee shall not be deemed for any purpose to be a stockholder of the
Company with respect to any of the options except to the extent that the option
shall have been exercised with respect thereto and, in addition, a certificate
shall have been issued theretofore and delivered to the optionee.

     23.  NOTICES.

     Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to-the Company, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on
the records of the Company.

Approved by Shareholders:  _____________________