Exhibit 10.2
                                    HCIA INC.

                          1994 STOCK AND INCENTIVE PLAN

                      As Amended Through November 13, 1996


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.


<PAGE>

                  (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 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.

                                      -2-

<PAGE>

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

                  (t)      "Restricted  Stock" shall mean any Shares granted and
issued under  Section 7(c) 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.

                                      -3-

<PAGE>


Section 4.        Administration

                  (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

                                      -4-

<PAGE>

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.

                  The  Committee  shall not have the  authority to (i) amend the
exercise  price  of  any   outstanding   Option  without  the  approval  of  the
stockholders  of the  Company  or (ii) grant an Award of  Restricted  Stock or a
Restricted  Stock  Unit  which  has a  vesting  period  of  less  than 3  years.
Notwithstanding  the foregoing,  the Committee shall have the authority to amend
the exercise  price of  outstanding  Options  and/or grant Awards of  Restricted
Stock or  Restricted  Stock  Units  with  vesting  periods  of less than 3 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 1,350,000 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

                                      -5-

<PAGE>

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,    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.

                                      -6-

<PAGE>

                           (i)      Limitations on Incentive Stock Options.

                           (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

                                      -7-

<PAGE>

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 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.

                                      -8-

<PAGE>

                  (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

                                      -9-

<PAGE>

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

                                      -10-

<PAGE>

order to achieve reasonable  comparability or other  equitable relationship
between  the  assumed  awards  and the Awards granted under the Plan, as so
adjusted.

                           (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

                                      -11-

<PAGE>

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  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.

                                      -12-

<PAGE>

                  (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.

                  (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-