IMAGE SOFTWARE, INC.
                           EQUITY INCENTIVE PLAN 
                        AS ADOPTED DECEMBER 16, 1996

     1.   PURPOSE.  Image Software, Inc. (the "Company") hereby
establishes its Equity Incentive Plan (the "Plan").  The purpose of the
Plan is to advance the interests of the Company and its stockholders by
providing a means by which the Company shall be able to attract and retain
competent officers and directors by providing them with an opportunity to
participate in the increased value of the Company which their effort,
initiative, and skill have helped produce.

     2.   GENERAL PROVISIONS.

          (a)  The Plan will be administered by the Compensation Committee
of the Board of Directors of the Company (the "Committee").  The Committee
shall be comprised of two or more directors designated by the Board of
Directors (the "Board") and the Committee members shall qualify as "Non-
Employee Directors" within the meaning of Securities Exchange Act Rule
16b-3.  (In the event Rule 16b-3 is amended, modified or repealed, the
requirements for being a member of the Committee shall reflect the then
current requirements of Rule 16b-3 or successor rule, if any.)  Committee
members are not required to be "outside directors" within the meaning of
Treasury Regulation Section 1.162-27(e)(3).  Accordingly, options granted
under the Plan may not qualify for the "qualified performance based
compensation" exception to Internal Revenue Code Section 162(m). 
Notwithstanding the foregoing, if it would be consistent with all
applicable laws, including without limitation Rule 16b-3, then the Plan
may be administered by the Board of Directors, and if so administered all
subsequent references to the Committee shall be read as referring to the
Board of Directors.

          (b)  The Committee shall have full power to construe and
interpret the Plan and to establish and amend rules and regulations for
its administration.  Any action of the Committee with respect to the Plan
shall be taken by majority vote or by the unanimous written consent of the
Committee members.

          (c)  The Committee shall determine, in its sole discretion,
which participants under the Plan shall be granted restricted stock, stock
options or stock appreciation rights, the time or times at which stock,
options and rights are granted, as well as the number of shares and the
duration of the options or rights which are granted to participants;
provided, however, that no participant may be granted more than 500,000
options under the Plan.

          (d)  The Committee shall also determine any other terms and
conditions relating to restricted stock, options and rights granted under
the Plan as the Committee may prescribe, in its sole discretion.

          (e)  The Committee may, in its discretion, delegate its
administrative duties with respect to the Plan to an officer or employees,
or to a committee composed of officers or employees, of the Company.

          (f)  The Committee shall make all other determinations and take
all other actions which it deems necessary or advisable for the
administration of the Plan.

          (g)  All decisions, determinations and interpretations made by
the Committee shall be binding and conclusive on all participants in the
Plan and on their legal representatives, heirs and beneficiaries.

          (h)  The Board of Directors (with members of the Committee
abstaining) shall have the authority to make grants under this Plan to
members of the Committee or the Board may create a formula by which grants
will automatically be made to members of the Committee.  The Committee
shall have the authority to make grants hereunder to members of the Board
other than Committee members and may also establish a formula by which
grants will automatically be made to Board members.

     3.   ELIGIBILITY.  Officers and directors of the Company shall be
eligible to participate in the Plan and to receive restricted stock,
options and rights hereunder, provided, however, that Incentive Stock
Options may only be granted to officers and directors who are employees of
the Company or its subsidiaries at all times during the period beginning
on the date of granting of the option and ending on the day three months
before the date of exercise.

     4.   NUMBER OF SHARES SUBJECT TO PLAN.  The aggregate number of
shares of the Company's no par value Common Stock which may be granted to
participants shall be 1,000,000 shares, subject to adjustment only as
provided in Sections 5(h) and 8 hereof.  These shares may consist of
shares of the Company's authorized but unissued Common Stock or shares of
the Company's authorized and issued Common Stock reacquired by the Company
and held in its treasury or any combination thereof.  If an option granted
under this Plan is surrendered, or for any other reason ceases to be
exercisable in whole or in part, the shares as to which the option ceases
to be exercisable shall be available for options to be granted to the same
or other participants under the Plan, except to the extent that an option
is deemed surrendered by the exercise of a tandem stock appreciation right
and that right is paid by the Company in stock, in which event the shares
issued in satisfaction of the right shall not be available for new options
or rights under the Plan.

     5.   STOCK OPTIONS.

          (a)  TYPE OF OPTIONS.  Options granted may be either
Nonqualified Stock Options or Incentive Stock Options as determined by the
Committee in its sole discretion and as reflected in the Notice of Grant
issued by the Committee.  "Incentive Stock Option" means an option
intended to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986 (the "Code"). 
"Nonqualified Stock Option" means an option not intended to qualify as an
Incentive Stock Option or an Incentive Stock Option which is converted to
a Nonqualified Stock Option under Section 5(f) hereof.

          (b)  OPTION PRICE.  The price at which options may be granted
under the Plan shall be determined by the Committee at the time of grant
as follows:

               (i)  For Incentive Stock Options the option price shall be
equal to 100% of the Fair Market Value of the stock on the date the option
is granted; provided, however, that for Incentive Stock Options granted to
any person who, at the time such option is granted, owns (as defined in
Section 422 of the Code) shares possessing more than 10% of the total
combined voting power of all classes of shares of the Company or its
parent or subsidiary corporation, the Option Price shall be 110% of the
Fair Market Value.

               (ii) For Nonqualified Stock Options the option price may be
less than the Fair Market Value of the stock on the date of grant, but in
no event shall the option price be less than fifty percent (50%) of the
Fair Market Value of the stock on the date of the grant.

               (iii) For purposes of this Plan, and except as otherwise
set forth herein, "Fair Market Value" shall mean: (a) if there is an
established market for the Company's Common Stock on a stock exchange, in
an over-the-counter market or otherwise, the mean of the highest and
lowest quoted selling prices on the valuation date, or (b) if there were
no such sales on the valuation date, then in accordance with Treas. Reg.
Section 20.2031-2 or successor regulations.  Unless otherwise specified by
the Committee at the time or grant (or in the formula proposed for such
grant, if applicable), the valuation date for purposes of determining Fair
Market Value shall be the date of grant.  The Committee (or the Board of
Directors with respect to grants to Committee members pursuant to Section
5(g) hereof) may specify in any grant of an Option or Stock Appreciation
Right that, instead of the date of grant, the valuation date shall be a
valuation period of up to ninety (90) days prior to the date of grant, and
Fair Market Value for purposes of such grant shall be the average over the
valuation period of the mean of the highest and lowest quoted selling
prices on each date on which sales were made in the valuation period,
provided, however, that if the Committee (or the Board of Directors) fails
to specify a valuation period and there were no sales on the date of grant
then Fair Market Value shall be determined as if the Committee had
specified a thirty (30) day valuation period for such determination,
unless there is no established market for the Company's Common Stock in
which case the determination of Fair Market Value shall be in accordance
with clause (b) above. 

          (c)  EXERCISE OF OPTION.  The right to purchase shares covered
by any option or options under this Plan shall be exercisable only in
accordance with the terms and conditions of the grant to the participant. 
Such terms and conditions may include a time period or schedule whereby
some of the options granted may become exercisable, or "vested", over time
and certain conditions, such as continuous service or specified
performance criteria or goals, must be satisfied for such vesting.  The
determination as to whether to impose any such vesting schedule or
performance criteria, and the terms of such schedule or criteria, shall be
within the sole discretion of the Committee.  These terms and conditions
may be different for different participants so long as all options satisfy
the requirements of the Plan.

               The exercise of options shall be paid for in cash or in
shares of the Company's Common Stock, or any combination thereof.  Shares
tendered as payment for option exercises shall be valued at the Fair
Market Value of the shares on the date of exercise.  The Committee may, in
its discretion, agree to a loan by the Company to one or more participants
of a portion of the exercise price (not to exceed the exercise price minus
the par value of the shares to be acquired, if any) for up to three (3)
years with interest payable at the prime rate quoted in the Wall Street
Journal on the date of exercise.  Members of the Committee may receive
such loans from the Company for the exercise of their options, if any,
without Committee or Board approval or ratification.

               The Committee may also permit a participant to effect a net
exercise of an option without tendering any shares of the Company's stock
as payment for the option.  In such an event, the participant will be
deemed to have paid for the exercise of the option with shares of the
Company's stock and shall receive from the Company a number of shares
equal to the difference between the shares that would have been tendered
and the number of options exercised.

               The Committee may also cause the Company to enter into
arrangements with one or more licensed stock brokerage firms whereby
participants may exercise options without payment therefor but with
irrevocable orders to such brokerage firm to immediately sell the number
of shares necessary to pay the exercise price for the option and the
withholding taxes, if any, and then to transmit the proceeds from such
sales directly to the Company in satisfaction of such obligations.

          (d)  DURATION OF OPTIONS.  Unless otherwise prescribed by the
Committee or this Plan, options granted hereunder shall expire ten (10)
years from the date of grant, subject to early termination as provided in
Section 5(f) hereof.

          (e)  INCENTIVE STOCK OPTIONS LIMITATIONS.  In no event shall an
Incentive Stock Option be granted to any person who, at the time such
option is granted, owns (as defined in Section 422 of the Code) shares
possessing more than 10% of the total combined voting power of all classes
of shares of the Company or of its parent or subsidiary corporation,
unless the option price is at least 110% of the Fair Market Value of the
stock subject to the Option, and such Option is by its terms not
exercisable after the expiration of five (5) years from the date such
Option is granted.  Moreover, the aggregate Fair Market Value (determined
as of the time that option is granted) of the shares with respect to which
Incentive Stock Options are exercisable for the first time by any
individual employee during any single calendar year under the Plan shall
not exceed $100,000.  In addition, in order to receive the full tax
benefits of an Incentive Stock Option, the employee must not resell or
otherwise dispose of the stock acquired upon exercise of the Incentive
Stock Option until two (2) years after the date the option was granted and
one (1) year after it was exercised.

          (f)  EARLY TERMINATION OF OPTIONS.  In the event a participant's
employment with or service to the Company shall terminate as the result of
total disability, as defined below, or the result of retirement at 65
years of age or later, then any options granted to such participant shall
expire and may no longer be exercised three (3) months after such
termination.  If the participant dies while employed or engaged by the
Company, to the extent that the option was exercisable at the time of the
participant's death, such option may, within one year after the
participant's death, be exercised by the person or persons to whom the
participant's rights under the option shall pass by will or by the
applicable laws of descent and distribution; provided, however, that an
option may not be exercised to any extent after the expiration of the
option as originally granted.  In the event a participant's employment or
engagement by the Company shall terminate as the result of any
circumstances other than those referred to above, whether terminated by
the participant or the Company, with or without cause, then all options
granted to such participant under this Plan shall terminate and no longer
be exercisable as of the date of such termination, provided, however, that
if an employee with an Incentive Stock Option terminates employment prior
to its exercise, but notwithstanding such termination becomes or remains a
non-employee officer or director eligible for Nonqualified Stock Options
hereunder, then the Incentive Stock Option shall be converted to a
Nonqualified Stock Option on the date the Incentive Stock Option would
otherwise have terminated.

               An employee who is absent from work with the Company
because of total disability, as defined below, shall not by virtue of such
absence alone be deemed to have terminated such participant's employment
with the Company.  All rights which such participant would have had to
exercise options granted hereunder will be suspended during the period of
such absence and may be exercised cumulatively by such participant upon
his return to the Company so long as such rights are exercised prior to
the expiration of the option as originally granted.  For purposes of this
Plan, "total disability" shall mean disability, as a result of sickness or
injury, to the extent that the participant is prevented from engaging in
any substantial gainful activity and is eligible for and receives a
disability benefit under Title II of the Federal Social Security Act.  

          (g)  GRANTS TO COMMITTEE MEMBERS.  In accordance with Section
2(g) hereof, the Committee shall have no authority to make grants to its
members hereunder, rather the Board of Directors (with members of the
Committee abstaining) shall have the authority to make grants under this
Plan to members of the Committee.  Any designation of such grants may be
by means of a formula specified by the Board of Directors to award grants
automatically at a stated time.  The option price of any such option shall
be calculated in accordance with the grant or formula designation based on
the Fair Market Value (determined in accordance with Section 3(b) above)
on the valuation date or valuation period specified by the Board of
Directors in the grant or designation.  Nothing in this Section 5(g) shall
be interpreted to prohibit the Board of Directors from granting restricted
stock, options or rights to its members if the Board of Directors is
administering the Plan in accordance with Section 2(a) above.

          (h)  RELOAD BY PAYMENT IN SHARES.  To the extent that a
participant pays for the exercise of an option with shares of the
Company's stock rather than cash, the tendered shares shall be deemed to
be added back to the Plan, increasing the total number of shares subject
to and reserved for the Plan by that amount.

     6.   STOCK APPRECIATION RIGHTS.

          (a)  GRANT.  Stock appreciation rights may be granted by the
Committee under this Plan upon such terms and conditions as it may
prescribe.  A stock appreciation right may be granted in connection with
an option previously granted to or to be granted under this Plan or may be
granted by itself.  Each stock appreciation right related to an option (a
"Tandem Right") shall become nonexercisable and be forfeited if the option
to which it relates (the "Related Option") is exercised.  "Stock
appreciation right" as used in this Plan means a right to receive the
excess of Fair Market Value, on the date of exercise, of a share of the
Company's Common Stock on which an appreciation right is exercised over
the option price provided for in the related option and is issued in
consideration of services performed for the Company or for its benefit by
the participant.  Such excess is hereafter called "the differential."  

          (b)  EXERCISE OF STOCK APPRECIATION RIGHTS.  Stock appreciation
rights shall be exercisable and be payable in the following manner:

               (i)  A stock appreciation right not issued with a Related
Option (a "Separate Right") shall be exercisable at the time or times
prescribed by the Committee.  A Tandem Right shall be exercisable by the
participant at the same time or times that the Related Option could be
exercised.  A participant wishing to exercise a stock appreciation right
shall give written notice of such exercise to the Company.  Upon receipt
of such notice, the Company shall determine, in its sole discretion,
whether the participant's stock appreciation rights shall be paid in cash
or in shares of the Company's Common Stock or any combination of cash and
shares and thereupon shall, without deducting any transfer or issue tax,
deliver to the person exercising such right an amount of cash or shares of
the Company's Common Stock or a combination thereof with a value equal to
the differential.  The date the Company receives the written notice of
exercise hereunder is the exercise date.  The shares issued upon the
exercise of a stock appreciation right may consist of shares of the
Company's authorized but unissued Common Stock or of its authorized and
issued Common Stock reacquired by the Company and held in its treasury or
any combination thereof.  No fractional share of Common Stock shall be
issued; rather, the Committee shall determine whether cash shall be given
in lieu of such fractional share or whether such fractional share shall be
eliminated.

               (ii) The exercise of a Tandem Right shall automatically
result in the surrender of the Related Option by the participant on a
share for share basis.  Likewise, the exercise of a stock option shall
automatically result in the surrender of the related Tandem Right.  Shares
covered by surrendered options shall be available for granting further
options under this Plan except to the extent and in the amount that such
rights are paid by the Company with shares of stock, as more fully
discussed in Section 4 hereof.

               (iii) The Committee may impose any other terms and
conditions it prescribes upon the exercise of a stock appreciation right,
which conditions may include a condition that the stock appreciation right
may only be exercised in accordance with rules and regulations adopted by
the Committee from time to time.

          (c)  LIMITATION ON PAYMENTS.  Notwithstanding any other
provision of this Plan, the Committee may from time to time determine,
including at the time of exercise, the maximum amount of cash or stock
which may be given upon exercise of any stock appreciation right in any
year; provided, however, that all such amounts shall be paid in full no
later than the end of the year immediately following the year in which the
participant exercised such stock appreciation rights.  Any determination
under this paragraph may be changed by the Committee from time to time
provided that no such change shall require the participant to return to
the Company any amount theretofore received or to extend the period within
which the Company is required to make full payment of the amount due as
the result of the exercise of the participant's stock appreciation rights.

          (d)  EXPIRATION OR TERMINATION OF STOCK APPRECIATION RIGHTS.

               (i)  Each Tandem Right and all rights and obligations
thereunder shall expire on the date on which the Related Option expires or
terminates.  Each Separate Right shall expire on the date prescribed by
the Committee.

     7.   RESTRICTED STOCK.

          (a)  The Committee may grant shares of the Company's Common
Stock to persons eligible for grants under this Plan, subject to such
restrictions, if any, as may be determined by the Committee, including but
not limited to that person's continuous employment by or service to the
Company for a specified period of time or the attainment of specified
performance goals or objectives by that person, a group of persons or the
Company as a whole.  The determination as to whether to impose any such
vesting schedule or performance criteria, and the terms of such schedule
or criteria, shall be within the sole discretion of the Committee.  These
terms and conditions may be different for different participants so long
as all options satisfy the requirements of the Plan.

          (b)  VOTING RIGHTS.  A participant will have all voting,
dividend, liquidation and other rights with respect to the shares of
restricted stock in accordance with its terms upon becoming the holder of
record of such stock; provided, however, that the participant shall have
the right to sell, encumber or otherwise transfer such stock only to the
extent that vesting and performance criteria have been satisfied.  Such
limitations may be enforced, in the sole discretion of the Committee, by
placing of a restrictive legend on the stock certificates, or making
certain custodial arrangements for the stock certificates.

          (c)  EARLY TERMINATION.  In the event of the death or total
disability of a participant, or the retirement of a participant at age 65
or later, all employment period and other restrictions applicable to
restricted stock then held by him will lapse, and such stock will become
fully nonforfeitable.  Subject to provisions in the Plan concerning
reorganization, liquidation or change in control of the Company, in the
event of a participant's termination of employment for any other reason,
any restricted stock as to which the employment period or other
restrictions have not been satisfied will be forfeited.

     8.   CAPITAL ADJUSTMENTS.  The aggregate number of shares of the
Company's Common Stock subject to this Plan, the maximum number of shares
as to which options may be granted to any one participant hereunder, and
the number of shares and the price per share subject to outstanding
options, shall be appropriately adjusted by the Committee for any increase
or decrease in the number of shares of Common Stock which the Company has
issued resulting from any stock split, reverse stock split, stock
dividend, combination of shares or any other change, or any exchange for
other securities or any reclassification, merger, reorganization,
consolidation, redesignation, recapitalization, or otherwise.  Similar
adjustments shall be made to the terms of stock appreciation rights.

     9.   NONTRANSFERABILITY.  During a participant's lifetime, a right or
an option may be exercisable only by the participant.  Options and rights
granted under the Plan and the rights and privileges conferred thereby
shall not be subject to execution, attachment or similar process and may
not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or by the
applicable laws of descent and distribution.  Notwithstanding the
foregoing, to the extent permitted by applicable law and, if the Company
has a class of securities registered under the Exchange Act, by Exchange
Act Rule 16b-3, the Committee may, in its sole discretion, (i) permit a
recipient of a Nonqualified Stock Option to designate in writing during
the participant's lifetime a beneficiary to receive and exercise the
participant's Nonqualified Stock Options in the event of such
participant's death (as provided in Section 5(f)), (ii) grant Nonqualified
Stock Options that are transferable to the immediate family or a family
trust of the participant, and (iii) modify existing Nonqualified Stock
Options to be transferable to the immediate family or a family trust of
the participant.  Any other attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any option or right under the Plan, or
of any right or privilege conferred thereby, contrary to the provisions of
the Plan shall be null and void.

     10.  AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN.  The Committee
may at any time suspend or terminate the Plan and may amend it from time
to time in such respects as the Committee may deem advisable in order that
options and rights granted hereunder shall conform to any change in the
law, or in any other respect which the Committee may deem to be in the
best interests of the Company; provided, however, that no such amendment
shall, without the participant's consent, alter or impair any of the
rights or obligations under any option or stock appreciation rights
theretofore granted to him under the Plan; and provided further that no
such amendment shall, without shareholder approval: (a) increase the total
number of shares available for grants of options or rights under the Plan
(except as provided by Section 8 hereof); or (b) effect any change to the
Plan which is required by law, including without limitation the
regulations promulgated under Section 422 of the Code, to be approved by
shareholders.  

     11.  EFFECTIVE DATE.  The effective date of the Plan shall be
December 16, 1996.

     12.  TERMINATION DATE.  Unless this Plan shall have been previously
terminated by the Committee, this Plan shall terminate on December 15,
2016, except as to stock, options and rights theretofore granted and
outstanding under the Plan at that date, and no stock, option or right
shall be granted after that date.

     13.  RESALE OF SHARES PURCHASED.  Except as provided in Section 7
with respect to restricted stock, all shares of stock acquired under this
Plan may be freely resold, subject to applicable state and federal
securities laws restricting their transfer.  As a condition to exercise of
an option, however, the Company may impose various conditions, including a
requirement that the person exercising such option represent and warrant
that, at the time of such exercise, the shares of Common Stock being
purchased are being purchased for investment and not with a view to resale
or distribution thereof.  In addition, the resale of shares purchased upon
the exercise of Incentive Stock Options may cause the employee to lose
certain tax benefits if the employee fails to comply with the holding
period requirements described in Section 5(e) hereof.

     14.  ACCELERATION OF RIGHTS AND OPTIONS.  If the Company or its
shareholders enter into an agreement to dispose of all or substantially
all of the assets or stock of the Company by means of a sale, merger or
other reorganization, liquidation, or otherwise, any right or option
granted pursuant to the Plan shall become immediately and fully
exercisable during the period commencing as of the date of the agreement
to dispose of all or substantially all of the assets or stock of the
Company and ending when the disposition of assets or stock contemplated by
that agreement is consummated or the option is otherwise terminated in
accordance with its provisions or the provisions of the Plan, whichever
occurs first; provided that no option or right shall be immediately
exercisable under this Section on account of any agreement of merger or
other reorganization where the shareholders of the Company immediately
before the consummation of the transaction will own 50% or more of the
total combined voting power of all classes of stock entitled to vote of
the surviving entity (whether the Company or some other entity)
immediately after the consummation of the transaction.  In the event the
transaction contemplated by the agreement referred to in this section is
not consummated, but rather is terminated, canceled or expires, the
options and rights granted pursuant to the Plan shall thereafter be
treated as if that agreement had never been entered into.

     15.  WRITTEN NOTICE REQUIRED; TAX WITHHOLDING.  Any option or right
granted pursuant to the Plan shall be exercised when written notice of
that exercise by the participant has been received by the Company at its
principal office and, with respect to options, when full payment for the
shares with respect to which the option is exercised has been received by
the Company.  Participant agrees that, if and to the extent required by
law, the Company shall withhold or require the payment by participant of
any state, federal or local taxes resulting from the exercise of an option
or right; provided, however, that to the extent permitted by law, the
Committee may in its discretion, permit some or all of such withholding
obligation to be satisfied by the delivery by the participant of, or the
retention by the Company of, shares of its Common Stock.

     16.  COMPLIANCE WITH SECURITIES LAWS.  Shares shall not be issued
with respect to any option or right granted under the Plan unless the
exercise of that option and the issuance and delivery of the shares
pursuant thereto shall comply with all relevant provisions of state and
federal law, including without limitation the Securities Act of 1933, as
amended, the rules and regulations promulgated thereunder and the
requirements of any stock exchange or automated quotation system upon
which shares of the Company's stock may then be listed or traded, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.  Further, each participant must consent to the
imposition of a legend on the certificate representing the shares of
Common Stock issued upon the exercise of the option or right restricting
their transferability as may be required by law, the option or right, or
the Plan.

     17.  WAIVER OF VESTING RESTRICTIONS BY COMMITTEE.  Notwithstanding
any provision of the Plan, in the event a participant dies, becomes
totally or partially disabled, retires (before or after the age of 65) as
an employee, officer or director of the Company, the Committee shall have
the discretion to waive any vesting restrictions on the retiree's
restricted stock, options or rights, or the early termination thereof. 

     18.  REPORTS TO PARTICIPANTS.  The Company shall furnish to each
participant a copy of the annual report, if any, sent to the Company's
shareholders.  Upon written request, the Company shall furnish to each
participant a copy of its most recent annual report and each quarterly
report to shareholders issued since the end of the Company's most recent
fiscal year.

     19.  NO EMPLOYEE CONTRACT.  The grant of restricted stock or an
option or right under the Plan shall not confer upon any participant any
right with respect to continuation of employment by, or the rendition of
advisory or consulting services to, the Company, nor shall it interfere in
any way with the Company's right to terminate the participant's employment
or services at any time.

Adopted by the Board of Directors of the Company on December 16, 1996.

As proposed to be adopted by the Shareholders of the Company on May 12, 1997.