Exhibit 10.2

                                    HCIA INC.

                          1994 STOCK AND INCENTIVE PLAN

                        AS AMENDED THROUGH AUGUST 6, 1997

SECTION 1.        PURPOSE

                  The purpose of the HCIA Inc. 1994 Stock and Incentive Plan
(the "Plan") is to attract and retain outstanding individuals as Key Employees
of HCIA Inc. (the "Company") and its Affiliates, as hereinafter defined, and to
motivate such individuals to achieve the long-term performance goals of the
Company by providing incentives to such individuals in the form of stock
ownership or monetary payments based on the value of the capital stock of the
Company or its financial performance, or both, on the terms and conditions set
forth herein.

SECTION 2.        DEFINITIONS

                  As used in the Plan and unless the context clearly indicates
otherwise, the following terms shall have the respective meanings set forth
below:

                  (a) "Affiliate" shall mean any entity that, directly or
indirectly, controls or is controlled by the Company.

                  (b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit or Performance Award granted under the
Plan.

                  (c) "Award Agreement" shall mean any written agreement,
contract or other instrument or document evidencing any Award granted under the
Plan.

                  (d) "Beneficiary" shall mean the person designated by the
Participant, on a form provided by the Company, to exercise the Participant's
rights in accordance with SECTION 7(h) of the Plan in the event of death, or, if
no such person is designated, the estate or personal representatives of such
Participant.

                  (e) "Board of Directors" shall mean the Board of Directors of
the Company.

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

                  (g) "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.


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                  (h) "Committee" shall mean the Compensation Committee of the
Board of Directors. The Committee shall be composed of two or more directors,
all of whom shall be "disinterested persons" within the meaning of Rule 16b-3
and "outside directors" within the meaning of Section 162(m)(4)(C) of the Code
and any regulations issued thereunder.

                  (i) "Disability" shall mean a total and permanent disability
within the meaning of the Company's long-term disability plan, as amended from
time to time.

                  (j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

                  (k) "Fair Market Value" shall mean the average of the highest
and lowest selling prices of the Shares as reported on the National Association
of Securities Dealers Automated Quotation System National Market System or such
other national securities exchange as may be designated by the Committee or, in
the event that the Shares are not listed for trading on a national securities
exchange, the average of the highest and lowest quoted selling prices of the
Shares as reported by the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or, if not listed on NASDAQ, the fair market value
of the Shares as determined in good faith by the Board of Directors or the
Committee, in any such case as of the valuation date.

                  (l) "Incentive Stock Option" shall mean a stock option granted
under SECTION 7(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.

                  (m) "Key Employee" shall mean any officer or other employee of
or consultant to the Company or any Affiliate who is described in SECTION 6 of
the Plan.

                  (n) "Non-Qualified Stock Option" shall mean a stock option
granted under SECTION 7(a) of the Plan that is not intended to be an Incentive
Stock Option.

                  (o) "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option.

                  (p) "Participant" shall mean a Key Employee who is designated
to be granted or has received an Award under the Plan.

                  (q) "Performance Award" shall mean any Award granted under
SECTION 7(d) of the Plan.

                  (r) "Person" shall mean any individual, corporation,
partnership, limited liability company, association, joint-stock company, trust,
unincorporated organization or government or political subdivision thereof.

                  (s) "Released Securities" shall mean Restricted Stock with
respect to which all applicable restrictions have expired, lapsed or been
waived.

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                  (t) "Restricted Stock" shall mean any Shares granted and
issued under SECTION 7(d) of the Plan.

                  (u) "Restricted Stock Unit" shall mean any Award granted under
SECTION 7(c) of the Plan that is denominated in Shares.

                  (v) "Restriction Period" shall mean, with respect to
Restricted Stock or Restricted Stock Units, that period of time determined by
the Committee pursuant to SECTION 7(c) of the Plan.

                  (w) "Retirement" shall mean termination of a Participant's
employment with the Company or any Affiliate at his or her "normal retirement
date" as defined in the Company's Savings Incentive Plan or any successor plan.

                  (x) "Termination" shall mean any resignation or discharge from
employment with the Company or any Affiliate except in the event of Disability,
Retirement or death.

                  (y) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the
Commission under the Exchange Act or any successor rule or regulation thereto.

                  (z) "Shares" shall mean shares of the common stock, par value
$.01 per share, of the Company and such other securities or property as may
become the subject of Awards or become subject to Awards pursuant to an
adjustment made under SECTION 8 of the Plan.

                  (aa) "Stock Appreciation Right" shall mean any Award granted
under SECTION 7(b) of the Plan.

SECTION 3.        EFFECTIVE DATE; STOCKHOLDER APPROVAL; TERMINATION

                  (a) EFFECTIVE DATE AND STOCKHOLDER APPROVAL. Subject to the
approval of the Plan by the stockholders of the Company in accordance with the
provisions of Rule 16b-3, the Plan shall be effective as of December 22, 1994.

                  (b) TERMINATION. No Award shall be granted under the Plan
after December 31, 2004; provided, however, that any Award granted on or before
December 31, 2004 may extend beyond such date unless expressly provided
otherwise herein or in the applicable Award Agreement; provided further, to the
extent set forth in SECTION 8 hereof, the authority of the Committee to amend,
alter, adjust, suspend, discontinue or terminate any Award or to waive any
conditions or restrictions with respect to any Award, and the authority of the
Board of Directors to amend the Plan, shall extend beyond such date.

SECTION 4.        ADMINISTRATION

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                  (a) The Plan shall be administered by the Committee; provided,
however, that if at any time the Committee shall not be in existence, the
functions of the Committee as specified in the Plan shall be exercised by those
members of the Board of Directors who qualify as "disinterested persons" under
Rule 16b-3 and as "outside directors" under Section 162(m)(4)(C) of the Code and
any regulations issued thereunder.

                  Subject to the terms of the Plan and applicable law, the
Committee shall have full power and authority with respect to the Plan,
including, without limitation, the power to:

                           (i) designate Participants;

                           (ii) determine the types of Awards to be granted to
each Participant under the Plan;

                           (iii) determine the number of Shares to be covered by
(or with respect to which payments, rights or other matters are to be calculated
in connection with) Awards;

                           (iv) determine the terms and conditions of any Award;

                           (v) determine whether, to what extent, under what
circumstances and the method by which Awards may be settled or exercised in
cash, Shares, other securities, other Awards or other property, or canceled,
forfeited or suspended;

                           (vi) determine  whether,  to what  extent and under
what  circumstances  cash,  Shares, other securities, other Awards, other
property and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee;

                           (vii)  interpret and administer  the Plan and any
instrument or agreement relating to, and any Award made under, the Plan
(including, without limitation, any Award Agreement);

                           (viii) establish, amend, suspend and waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and

                           (ix) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of
the Plan.

                  Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan, or any Award, shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and binding
upon all Persons, including the Company, any Affiliate, any Participant, any
holder or Beneficiary of any Award, any stockholder and any employee of the
Company or any Affiliate.

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                  The Committee shall not have the authority, without the
approval of the stockholders of the Company, to (i) amend the exercise price of
any outstanding Option without the approval of the stockholders of the Company,
(ii) cancel any outstanding Option and grant a substitute Option to the same
Optionee with an exercise price less than the exercise price of the cancelled
Option or (iii) grant an Award of Restricted Stock or a Restricted Stock Unit
which has a vesting period of less than three years. Notwithstanding the
foregoing, the Committee shall have the authority to amend the exercise price of
outstanding Options, cancel outstanding Options and award substitute Options
with an exercise price less than the exercise price of the cancelled Option
and/or grant Awards of Restricted Stock or Restricted Stock Units with vesting
periods of less than three years, provided that the aggregate number of shares
subject to such amended Options or Awards does not exceed 10% of the aggregate
number of shares with respect to which Awards may be granted under the Plan.

                  (b) No member of the Committee shall be liable for any action
or determination made in good faith, and the members of the Committee shall be
entitled to indemnification and reimbursement in the manner provided in the
Company's Charter and Bylaws, as amended from time to time.

                  (c) The Committee may designate persons other than its members
to carry out its responsibilities under such conditions or limitations as it may
set, except that the Committee may not delegate: (i) its authority with regard
to Awards (including decisions concerning the timing, pricing and amount of
Awards) granted to Key Employees who are officers or directors for purposes of
Section 16(b) of the Exchange Act; or (ii) its authority pursuant to SECTION 8
to amend the Plan.

SECTION 5.        GRANTS OF AWARDS; SHARES AVAILABLE FOR AWARD

                  (a) The Committee may, from time to time, grant Awards to one
or more Key Employees; provided, however, that:

                           (i)  subject  to any  adjustment  pursuant  to
SECTION 8, (x) the aggregate number of Shares available with respect to which
Awards may be granted under the Plan shall be 2,350,000 and (y) the aggregate
number of Shares with respect to which Awards may be made to any one Key
Employee during any single fiscal year of the Company may not exceed 250,000.

                           (ii) to the extent that any Shares  covered by an
Award granted under the Plan, or to which any Award relates, are forfeited, or
if an Award otherwise terminates, expires or is canceled prior to the delivery
of all of the Shares or of other consideration issuable or payable pursuant to
such Award, then the number of Shares counted against the number of Shares
available under the Plan in connection with the grant of such Award, to the
extent of any such forfeiture, termination, expiration or cancellation, shall be
available for granting of Awards under the Plan;

                           (iii) Shares which have been issued, or any other
shares of the capital stock of the Company, which a Participant tenders to the
Company in satisfaction of income and payroll

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tax withholding obligations or in satisfaction of the exercise price of any
Award shall be available for granting of Awards under the Plan;

                           (iv) notwithstanding anything herein to the contrary,
the Committee may limit the application of SECTIONS 5(a)(ii) AND 5(a)(iii) in
any manner that it considers necessary or appropriate to ensure that the Plan
complies with the requirements of Rule 16b-3 under the Exchange Act or any
successor provision; and

                           (v) notwithstanding  anything  herein to the
contrary, any Shares ceasing to be subject to an Award due to the exercise of an
Award or expiration of a Restriction Period shall no longer be available for
granting of Awards under the Plan.

                  (b) For purpose of this SECTION 5:

                           (i) if an Award is  denominated  in Shares,  the
number of Shares covered by such Award, or to which such Award relates, shall be
counted on the date of grant of such Award against the number of Shares
available for granting of Awards under the Plan; and

                           (ii) if an Award is not  denominated  in Shares,  the
number of Shares shall be counted on the date of grant of such Award against the
number of Shares available for granting Awards under the Plan equal to the
quotient of the Fair Market Value (calculated as of the date of grant) of the
maximum amount of cash or other consideration payable pursuant to such Award,
divided by the Fair Market Value of one Share on the date of grant.

                  (c) Any Shares delivered by the Company pursuant to an Award
may consist, in whole or in part, of authorized and unissued Shares or of
treasury Shares. In determining the size of any Award, the Committee may take
into account a Participant's responsibility level, performance, potential, cash
compensation level, the Fair Market Value of the Shares at the time of the Award
and such other considerations as it deems appropriate.

SECTION 6.        ELIGIBILITY

                  Any employee or consultant, including any executive officer or
employee-director of the Company or any Affiliate, who is not a member of the
Committee and who, in the opinion of the Committee, contributes to the continued
growth, development and financial success of the Company or an Affiliate shall
be eligible to be designated as a Participant.

SECTION 7.        AWARDS

                  (a) OPTIONS. The Committee is hereby authorized to grant
Options to Participants in the form of either Non-Qualified Stock Options or
Incentive Stock Options with the terms and conditions set forth in this SECTION
7 and with such additional terms and conditions, in either case not inconsistent
with the provisions of the Plan, as the Committee shall determine.

                           (i)      LIMITATIONS ON INCENTIVE STOCK OPTIONS.

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                           (A)      In the event the Committee grants Incentive
                                    Stock Options, the aggregate Fair Market
                                    Value (determined at the time the Incentive
                                    Stock Options are granted) of the Shares
                                    underlying any such Incentive Stock Options,
                                    together with the shares underlying any
                                    incentive stock options (as defined in
                                    Section 422 of the Code) under any other
                                    plans of the Company or any Affiliate, which
                                    shall be first exercisable by any one
                                    Participant shall not, during any calendar
                                    year, exceed $100,000, or such other
                                    limitation as may be provided in the Code.

                           (B)      The grant of Incentive Stock Options
                                    hereunder shall be subject to guidelines
                                    adopted by the Committee with respect to the
                                    timing and size of Incentive Stock Options.

                           (C)      The terms of any Incentive Stock Option
                                    granted under the Plan shall comply in all
                                    respects with the provisions of Section 422
                                    of the Code, or any successor provision
                                    thereto, and any regulations promulgated
                                    thereunder.

                           (ii)     EXERCISE  PRICE.  The  exercise  price  per
Share purchasable under an Option shall be determined by the Committee;
provided, however, that such exercise price shall not be less than the Fair
Market Value of a Share on the date of grant of the Option (or, if the Committee
so determines, in the case of any Option granted in tandem with or in
substitution for another Award or any outstanding award granted under any other
plan of the Company, on the date of grant of such other Award or award).

                           (iii)    OPTION  TERM.  The  term  of each  Option
shall be fixed by the Committee; provided, however, that in no event shall the
term of an Incentive Stock Option exceed a period of ten years from the date of
its grant.

                           (iv) EXERCISABILITY AND METHOD OF EXERCISE. Except
for such limitations as may be set forth herein, an Option shall become
exercisable in such manner and within such period or periods and in such
installments as shall be determined by the Committee and set forth in the Award
Agreement evidencing the Option. The Committee also shall determine the method
or methods by which, and the form or forms in which, payment of the exercise
price with respect to any Option may be made or deemed to have been made.

                  (b) STOCK APPRECIATION RIGHTS. The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants. Subject to the
terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to receive,
upon exercise thereof, the difference of (i) the Fair Market Value of one Share
on the date of exercise or, if the Committee shall so determine in the case of
any such right other than one related to any Incentive Stock Option, at any time
during a specified period before or after the date of exercise, less (ii) the
grant price of the right as specified by the Committee, which

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shall not be less than the Fair Market Value of one Share on the date of grant
of the Stock Appreciation Right (or, if the Committee so determines, in the case
of any Stock Appreciation Right granted in tandem with or in substitution for
another Award or any outstanding award granted under any other plan of the
Company, on the date of grant of such other Award or award). Subject to the
terms of the Plan and any applicable Award Agreement, the grant price, term,
methods of exercise, methods of settlement and any other terms and conditions of
any Stock Appreciation Right shall be as determined by the Committee. The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate, including, without
limitation, restricting the time of exercise of the Stock Appreciation Right to
specified periods as may be necessary to satisfy the requirements of Rule 16b-3.

                  (c)      RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

                           (i)      ISSUANCE.  The  Committee is hereby
authorized to grant Awards of Restricted Stock and Restricted Stock Units to
Participants, such Awards, including the total number of Shares to which they
pertain, to be evidenced by an Award Agreement.

                           (ii)     RESTRICTIONS.  Shares of Restricted  Stock
and Restricted Stock Units shall be issued in the name of the Participant
without payment of consideration, and shall be subject to such restrictions as
the Committee may impose (including, without limitation, a Restriction Period,
any limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property), which restrictions may lapse
separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate. Different Restricted Stock or
Restricted Stock Unit Awards may, among other things, have different Restriction
Periods.

                           (iii) REGISTRATION. Any Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee may deem
appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates. In the event any stock certificate is
issued to evidence Shares of Restricted Stock granted under the Plan, such
certificate shall be registered in the name of the Participant and shall bear an
appropriate legend (as determined by the Committee) referring to the terms,
conditions and restrictions applicable to such Restricted Stock. Upon completion
of the applicable Restriction Period, the related restriction or restrictions
upon the Award shall expire and new certificates representing the Award shall be
issued without the applicable restrictive legend described herein. Such Shares
shall be delivered in accordance with the terms and conditions of such
Participant's Award Agreement.

                  (d) OTHER STOCK OR STOCK-BASED AWARDS. An Award other than as
described in (a) through (c) above may be granted pursuant to which Shares are,
or in the future may be acquired, or which is valued or determined in whole or
in part by reference to, or otherwise based upon, Shares. Any such Award must be
either (i) performance based, with a minimum vesting period of one year, or (ii)
non-performance based, which would be specifically awarded in lieu of salary
and/or bonus payments which would have otherwise been paid to the Participant.

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                  (e) CODE SECTION 162(m) REQUIREMENTS. The Committee in its
sole discretion shall determine whether Awards made pursuant to the Plan shall
be designed to meet the requirements of performance-based compensation within
the meaning of Section 162(m) of the Code and any regulations issued thereunder.

                  (f) TERMINATION OF EMPLOYMENT. The Agreement relating to an
Award will set forth provisions governing the disposition of an Award in the
event of the retirement, disability, death or other termination of a
Participant's employment.

                  (g) ELECTION TO RECOGNIZE INCOME. If a Participant makes an
election in a timely manner pursuant to Section 83(b) of the Code to recognize
income for tax purposes when an Award is first made, the Participant shall
notify the Company within 10 days of the making of such election.

                  (h)      GENERAL.

                           (i)      AWARD  AGREEMENTS.  Each Award  granted
under the Plan shall be evidenced by an Award Agreement in such form as shall
have been approved by the Committee.

                           (ii)     AWARDS MAY BE GRANTED  SEPARATELY  OR 
TOGETHER. Awards may be granted either alone or in addition to, in tandem with,
or in substitution for any other Award or any award granted under any other plan
of the Company or any Affiliate. Awards granted in addition to or in tandem with
other Awards, or in addition to or in tandem with awards granted under any other
plan of the Company or any Affiliate, may be granted either at the same time as
or at a different time from the grant of such other Awards or awards.

                           (iii)  FORMS  OF  PAYMENT  UNDER  AWARDS.  Subject 
to the terms of the Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or any Affiliate upon the grant, exercise or
payment of an Award may be made in such form or forms as the Committee shall
determine, including, without limitation, cash, Shares, other securities, other
Awards or other property, or any combination thereof, and may be made in a
single payment or transfer, in installments or on a deferred basis, in each case
in accordance with the rules and procedures established by the Committee. Such
rules and procedures may include, without limitation, provisions for the payment
or crediting of interest in installments or deferred payments.

                           (iv)     LIMITS ON  TRANSFER  OF AWARDS.  No Award
(other than Released Securities), except as otherwise provided by the Committee
in its discretion, and no right under any such Award, shall be assignable,
alienable, saleable or transferable by a Participant otherwise than by will or
by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code or Title I of ERISA (or, in the case of
an Award of Restricted Stock, to the Company); provided, however, that, if so
determined by the Committee, a Participant may, in the manner established by the
Committee, designate a Beneficiary to exercise the rights of the Participant,
and to receive any property distributable with respect to any Award upon the
death of the Participant. Each Award, and each right under any Award, shall be
exercisable, during the Participant's lifetime, only by the Participant or, if
permissible under applicable law, by the

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Participant's guardian or legal representative. No Award (other than Released
Securities), and no right under any such Award, may be pledged, alienated,
attached or otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance thereof shall be void and unenforceable against the
Company or any Affiliate.

                           (v) TERM OF AWARDS. Except as otherwise provided
herein, the term of each Award shall be for such period as may be determined by
the Committee.

                           (vi) SHARE  CERTIFICATES  AND  REPRESENTATION  BY
PARTICIPANTS. All certificates for Shares or other securities delivered under
the Plan pursuant to any Award or the exercise thereof shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations and other requirements of the
Commission, any stock exchange or other market upon which such Shares or other
securities are then listed or traded, and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be inscribed
upon any such certificate(s) to make appropriate reference to such restrictions.
The Committee may require each Participant or other Person who acquires Shares
or other securities under the Plan to represent to the Company in writing that
such Participant or other Person is acquiring the Shares or other securities
without a view to the distribution thereof.

SECTION 8.        AMENDMENT AND TERMINATION; ADJUSTMENTS; CORRECTIONS

                  (a) AMENDMENTS TO THE PLAN. The Committee may, at any time or
from time to time, amend, alter, suspend, discontinue or terminate the Plan in
whole or in part; provided, however, that no amendment, alteration, suspension,
discontinuation or termination of the Plan shall in any manner (except as
otherwise provided in this SECTION 8) adversely affect the rights of any
Participant under any Award granted and then outstanding under the Plan, without
the consent of the respective Participant; provided further, however, that any
amendment which under the requirements of applicable law must be approved by the
stockholders of the Company shall not be effective unless and until such
stockholder approval has been obtained in compliance with such law, and
provided, further, that any amendment that must be approved by the stockholders
of the Company in order to maintain the continued qualification of the Plan
under Rule 16b-3 under the Exchange Act, or any successor provision, shall not
be effective unless and until such stockholder approval has been obtained in
compliance with such rule. No termination or amendment of the Plan may, without
the consent of the Participant to whom an Award has been granted, adversely
affect the rights of such Participant under such Award.

                  (b)      CERTAIN ADJUSTMENTS OF AWARDS.

                           (i)      In the event the Company or any  Affiliate
shall assume outstanding employee awards or the right or obligation to make
future such awards in connection with the acquisition of another business or
business entity, the Committee may make such adjustments in the terms of Awards,
not inconsistent with the terms of the Plan, as it shall deem appropriate in
order to achieve reasonable comparability or other equitable relationship
between the assumed awards and the Awards granted under the Plan, as so
adjusted.

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                           (ii) In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction, change in
applicable laws, regulations or financial accounting principles or other event
affects the Shares, such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee may, in such manner as it may deem equitable, adjust any or all of:
(A) the number and type of Shares (or other securities or property) which
thereafter may be made the subject of Awards under the Plan; (B) the number and
type of Shares (or other securities or property) subject to outstanding Awards;
and (C) the grant, purchase or exercise price with respect to any Award, or, if
deemed appropriate, make provision for a cash payment to the holder of an
outstanding Award; provided, however, in each case, that with respect to Awards
of Incentive Stock Options, no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422(b)(1) of the
Code or any successor provision thereto; provided further, that the number of
Shares subject to any Award denominated in Shares shall always by a whole
number. The foregoing adjustments shall be determined by the Committee in its
sole discretion.

                  (c) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in any Award or Award Agreement in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

SECTION 9.        GENERAL PROVISIONS

                  (a) NO RIGHTS TO AWARDS. No Key Employee, Participant or other
Person shall have any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Key Employees, Participants or
holders or Beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to each Participant.

                  (b) WITHHOLDING. No later than the date as of which an amount
first becomes includable in the gross income of a Participant for federal income
tax purposes with respect to any Award under the Plan, the Participant shall pay
to the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Committee, withholding obligations arising with respect to Awards under the
Plan may be settled with Shares (other than Restricted Stock), including Shares
that are part of, or are received upon exercise of, the Award that gives rise to
the withholding requirement. The obligations of the Company under the Plan shall
be conditioned on such payment or arrangements, and the Company and any
Affiliate shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Participant. The Committee may
establish such procedures as it deems appropriate for the settling of
withholding obligations with Shares, including, without

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limitation, the establishment of such procedures as may be necessary to satisfy
the requirements of Rule 16b-3.

                  (c) ACCELERATION. Except as otherwise provided hereunder, the
Committee may, in its discretion, (i) accelerate the time at which an
outstanding Award granted hereunder may be exercised and (ii) extend the
post-termination of employment exercise period of any outstanding Award. With
respect to Restricted Stock, in the event of a public tender offer for all or
any portion of the Shares of the Company, or in the event that any proposal to
merge or consolidate the Company with another entity is submitted to the
stockholders of the Company for a vote, the Committee, in its sole discretion,
may shorten or eliminate the Restriction Period consistent with the best
interests of the Company.

                  (d) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or any Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

                  (e) UNFUNDED STATUS OF THE PLAN. Unless otherwise determined
by the Committee, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and any Participant or
other Person. To the extent any Person holds any right by virtue of the grant of
an Award under the Plan, such right (unless otherwise determined by the
Committee) shall be no greater than the right of an unsecured general creditor
of the Company.

                  (f) GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of Awards in Shares or otherwise shall be subject to all
applicable laws, rules and regulations, and to such approvals by any government
agencies as may be required. If Shares awarded hereunder may in certain
circumstances be exempt from registration under the Securities Act of 1933, as
amended, the Company may restrict its transfer in such manner as it deems
advisable to ensure such exempt status.

                  (g) NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE
CHANGES. The Plan shall not affect in any way the right or power of the Company
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of stock or options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Shares or the rights thereof or which are convertible into or
exchangeable for the Shares, or dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

                  (h) GOVERNING LAW. The validity, construction and effect of
the Plan, and any rules and regulations relating to the Plan, shall be
determined in accordance with the laws of the State of Maryland, exclusive of
its conflicts of law provisions, and applicable Federal law.

                                      -12-

<PAGE>


                  (i) SEVERABILITY. If any provision of the Plan, any Award
Agreement or any Award is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction, or as to any Person or Award, or would
disqualify the Plan, any Award Agreement or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or, if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan, the Award Agreement or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award, and the remainder of the
Plan, such Award Agreement and such Award shall remain in full force and effect.

                  (j) NO FRACTIONAL SHARES. No fractional Shares shall be issued
or delivered pursuant to the Plan, any Award Agreement or any Award, and the
Committee shall determine whether cash, other securities or other property shall
be paid or transferred in lieu of any fractional Shares, or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

                  (k) HEADINGS. Headings are given to the sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.

                                      -13-