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                                                                 EXHIBIT 10.26

                              COMPDENT CORPORATION
                             1996 STOCK OPTION PLAN


SECTION 1.       GENERAL PURPOSE OF THE PLAN; DEFINITIONS

         The name of the plan is the CompDent Corporation 1996 Stock Option
Plan (the "Plan").  The purpose of the Plan is to encourage and enable the
officers, employees, directors, consultants, advisors and other key persons of
CompDent Corporation (the "Company") and its Subsidiaries (as defined below)
upon whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business to acquire a proprietary interest in the
Company.  It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company.

         The following terms shall be defined as set forth below:

         "Act" means the Securities Exchange Act of 1934, as amended.

         "Award" or "Awards," except where referring to a particular category
of grant under the Plan, shall include Incentive Stock Options and
Non-Qualified Stock Options.

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Committee" has the meanings specified in Section 2.

         "Fair Market Value" of the Stock on any given date means (i) if the
Stock is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value on any
given date shall not be less than the average of the highest bid and lowest
asked prices of the Stock reported for such date or, if no bid and asked prices
were reported for such date, for the last day preceding such date for which
such prices were reported; or (ii) if the Stock is admitted to trading on a
national securities exchange or the NASDAQ National Market System, the Fair
Market Value on any date shall not be less than the closing price reported for
the Stock on such exchange or system for such date or, if no sales were
reported for such date, for the last date preceding such date for which a sale
was reported; or (iii) if the Stock is not publicly traded on a securities
exchange or traded in the over-the-counter market or, if traded or quoted,
there are no transactions or quotations within the last ten trading days or
trading has been halted for extraordinary reasons, the Fair Market Value on any
given date shall be determined in good faith by the Committee with reference to
the rules and principles of valuation set forth in Section 20.2031-2 of the
Treasury Regulations.
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         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Option" or "Stock Option" means any option to purchase shares of
Stock granted pursuant to Section 5.

         "Stock" means the Common Stock, par value $.01 per share, of the
Company, subject to adjustments pursuant to Section 3.

         "Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning
with the Company, if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain.

SECTION 2.       ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT
                 PARTICIPANTS AND DETERMINE AWARDS

         (a)     Committee.  The Plan shall be administered by the Board of
Directors of the Company, or at the discretion of the Board by a committee of
the Board of not less than two "Non-Employee Directors" within the meaning of
Rule 16b-3(b)(3)(i) under the Act.  On and after the date the Plan becomes
subject to Section 162(m) of the Code, each member of the Committee shall be an
"Outside Director" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.  All references herein to the Committee
shall be deemed to refer to the entity then responsible for administration of
this Plan at the relevant time (i.e., either the Board of Directors or a
committee of the Board, as applicable).

         (b)     Powers of Committee.  The Committee shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

                 (i)      to select the officers, employees, directors,
         consultants, advisors and key persons of the Company and its
         Subsidiaries to whom Awards may from time to time be granted;

                 (ii)     to determine the time or times of grant, and the
         extent, if any, of Incentive Stock Options and Non-Qualified Stock
         Options, or any combination of the foregoing, granted to any one or
         more participants;

                 (iii)    to determine the number of shares of Stock to be
covered by any Award;

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                 (iv)     to determine and modify from time to time the terms
         and conditions, including restrictions, not inconsistent with the
         terms of the Plan, of any Award, which terms and conditions may differ
         among individual Awards and participants, and to approve the form of
         written instruments evidencing the Awards;

                 (v)      to accelerate at any time the exercisability or
         vesting of all or any portion of any Award and/or to include
         provisions in Awards providing for such acceleration;

                 (vi)     to impose any limitations on Awards granted under the
         Plan, including limitations on transfers, repurchase provisions and
         the like and to exercise repurchase rights or obligations;

                 (vii)    subject to the provisions of Section 5(a)(ii), to
         extend at any time the period in which Stock Options may be exercised;

                 (viii)   to determine at any time whether, to what extent, and
         under what circumstances Stock and other amounts payable with respect
         to an Award shall be deferred either automatically or at the election
         of the participant and whether and to what extent the Company shall
         pay or credit amounts constituting interest (at rates determined by
         the Committee) or dividends or deemed dividends on such deferrals; and

                 (ix)     at any time to adopt, alter and repeal such rules,
         guidelines and practices for administration of the Plan and for its
         own acts and proceedings as it shall deem advisable; to interpret the
         terms and provisions of the Plan and any Award (including related
         written instruments); to make all determinations it deems advisable
         for the administration of the Plan; to decide all disputes arising in
         connection with the Plan; and to otherwise supervise the
         administration of the Plan.

         All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

         (c)     Delegation of Authority to Grant Awards.  The Committee, in
its discretion, may delegate to the Chief Executive Officer of the Company all
or part of the Committee's authority and duties with respect to Awards,
including the granting thereof, to individuals who are not subject to the
reporting and other provisions of Section 16 of the Act or "covered employees"
within the meaning of Section 162(m) of the Code.  The Committee may revoke or
amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Committee's delegate or delegates that were
consistent with the terms of the Plan.


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SECTION 3.       STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

         (a)     Stock Issuable.  The maximum number of shares of Stock
reserved and available for issuance under the Plan shall be 900,000 shares of
Stock.  For purposes of the foregoing limitations, the shares of Stock
underlying any Awards which are forfeited, canceled, reacquired by the Company,
satisfied without the issuance of Stock or otherwise terminated (other than by
exercise) shall be added back to the shares of Stock available for issuance
under the Plan.  Subject to such overall limitation, shares of Stock may be
issued up to such maximum number pursuant to any type or types of Award;
provided, however, that on and after the date the Plan is subject to Section
162(m) of the Code, Stock Options with respect to no more than 250,000 shares
of Stock may be granted to any one individual participant during any one
calendar year period.  The shares available for issuance under the Plan may be
authorized but unissued shares of Stock or shares of Stock reacquired by the
Company.

         (b)     Recapitalizations.  Subject to Section 3(c), if, through or as
a result of any merger, consolidation, sale of all or substantially all of the
assets of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar transaction,
the outstanding shares of Stock are increased or decreased or are exchanged for
a different number or kind of shares or other securities of the Company or any
successor company, or additional shares or new or different shares or other
securities of the Company or any successor Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, the
Committee shall make an appropriate or proportionate adjustment in (i) the
maximum number of shares reserved for issuance under the Plan, (ii) the number
of Stock Options that can be granted to any one individual participant, (iii)
the number and kind of shares or other securities subject to any then
outstanding Awards under the Plan, and (iv) the price for each share subject to
any then outstanding Stock Options under the Plan, without changing the
aggregate exercise price (i.e., the exercise price multiplied by the number of
shares) as to which such Stock Options remain exercisable.  The adjustment by
the Committee shall be final, binding and conclusive.  No fractional shares of
Stock shall be issued under the Plan resulting from any such adjustment, but
the Committee in its discretion may make a cash payment in lieu of fractional
shares.

         (c)     Mergers and Other Transactions.  In the case of (i) the
dissolution or liquidation of the Company, (ii) a merger, reorganization or
consolidation in which a majority of the outstanding voting power of the
Company is acquired by another person or entity (other than a holding company
formed by the Company), (iii) the sale of all or substantially all of the
assets of the Company to an unrelated person or entity, or (iv) the sale of all
of the Stock of the Company to an unrelated person or entity (in each case, a
"Transaction"), all outstanding Options held by participants, to the extent not
fully vested and exercisable, shall not become fully vested and exercisable
except as the Committee may otherwise determine either in connection with the
granting of an Award as reflected in the terms of the relevant Award or in its
discretion thereafter.  Upon the effectiveness of the Transaction, the Plan and
all Awards granted hereunder shall terminate, unless provision is made in
connection with the Transaction

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for the assumption of Awards heretofore granted, or the substitution of such
Awards with new Awards of the successor entity or parent thereof, with
appropriate adjustment as to the number and kind of shares and, if appropriate,
the per share exercise prices, as provided in Section 3(b) above.  In the event
of such termination, each optionee shall be permitted to exercise for a period
of at least 15 days prior to the date of such termination all outstanding
Options held by such optionee which are then exercisable.

         (d)     Substitute Awards.  The Committee may grant Awards under the
Plan in substitution for stock and stock based awards held by employees of
another corporation who become employees of the Company or a Subsidiary as the
result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation.  The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.

SECTION 4.  ELIGIBILITY

         Participants in the Plan will be such officers and other employees,
directors, consultants, advisors and other key persons of the Company and its
Subsidiaries who are responsible for or contribute to the management, growth or
profitability of the Company and its Subsidiaries as are selected from time to
time by the Committee, in its sole discretion.

SECTION 5.  STOCK OPTIONS

         Any Stock Option granted under the Plan shall be pursuant to a stock
option agreement which shall be in such form as the Committee may from time to
time approve.  Option agreements need not be identical.

         Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options.  Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a "subsidiary
corporation" within the meaning of Section 424(f) of the Code.  Non-Qualified
Stock Options may be granted to officers, employees,  directors,  consultants,
advisors and other key persons of the Company and its Subsidiaries.  To the
extent that any Option does not qualify as an Incentive Stock Option, it shall
be deemed a Non-Qualified Stock Option.

         No Incentive Stock Option shall be granted under the Plan after
December 18, 2006.

         (a)     Terms of Stock Options.  Stock Options granted under the Plan
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan,
as the Committee shall deem desirable:

                 (i)      Exercise Price.  The exercise price per share for the
         Stock covered by a Stock Option shall be determined by the Committee
         at the time of grant but shall not be

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         less than 100% of the Fair Market Value on the date of grant.  If an
         employee owns or is deemed to own (by reason of the attribution rules
         applicable under Section 424(d) of the Code) more than 10% of the
         combined voting power of all classes of stock of the Company or any
         parent or subsidiary corporation and an Incentive Stock Option is
         granted to such employee, the option price of such Incentive  Stock
         Option shall be not less than 110% of the Fair Market Value on the
         grant date.

                 (ii)     Option Term.  The term of each Stock Option shall be
         fixed by the Committee, but no Incentive Stock Option shall be
         exercisable more than ten years after the date the option is granted.
         If an employee owns or is deemed to own (by reason of the attribution
         rules of Section 424(d) of the Code) more than 10% of the combined
         voting power of all classes of stock of the Company or any parent or
         subsidiary corporation and an Incentive Stock Option is granted to
         such employee, the term of such option shall be no more than five
         years from the date of grant.

                 (iii)    Exercisability; Rights of a Stockholder.  Stock
         Options shall become vested and exercisable at such time or times,
         whether or not in installments, as shall be determined by the
         Committee at or after the grant date; provided, however, that Stock
         Options granted in lieu of cash compensation shall be exercisable in
         full as of the grant date.  The Committee may at any time accelerate
         the exercisability of all or any portion of any Stock Option.  An
         optionee shall have the rights of a stockholder only as to shares
         acquired upon the exercise of a Stock Option and not as to unexercised
         Stock Options.

                 (iv)     Method of Exercise.  Stock Options may be exercised
         in whole or in part, by giving written notice of exercise to the
         Company, specifying the number of shares to be purchased.  Payment of
         the purchase price may be made by one or more of the following
         methods:

                          (A)     In cash, by certified or bank check or other
                 instrument acceptable to the Committee;

                          (B)     In the form of shares of Stock that are not
                 then subject to restrictions under any Company plan and that
                 have been held by the optionee free of such restrictions for
                 at least six months, if permitted by the Committee in its
                 discretion.  Such surrendered shares shall be valued at Fair
                 Market Value on the exercise date;

                          (C)     By the optionee delivering to the Company a
                 properly executed exercise notice together with irrevocable
                 instructions to a broker to promptly deliver to the Company
                 cash or a check payable and acceptable to the Company to pay
                 the purchase price; provided that in the event the optionee
                 chooses to pay the purchase price as so provided, the optionee
                 and the broker shall comply with such procedures and enter
                 into such agreements of indemnity and other


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                 agreements as the Committee shall prescribe as a condition of
                 such payment procedure; or

                          (D)     By the optionee delivering to the Company a
                 promissory note if the Board has authorized the loan of funds
                 to the optionee for the purpose of enabling or assisting the
                 optionee to effect the exercise of his or her Stock Option;
                 provided that at least so much of the exercise price as
                 represents the par value of the Stock shall be paid other than
                 with a promissory note.

         Payment instruments will be received subject to collection.  The
         delivery of certificates representing the shares of Stock to be
         purchased pursuant to the exercise of a Stock Option will be
         contingent upon receipt from the optionee (or a purchaser acting in
         his or her stead in accordance with the provisions of the Stock
         Option) by the Company of the full purchase price for such shares and
         the fulfillment of any other requirements contained in the Stock
         Option or applicable provisions of law.

                 (v)      Termination. Stock Options shall terminate at such
         times as are specified in the relevant Award.

                 (vi)     Annual Limit on Incentive Stock Options.  To the
         extent required for "incentive stock option" treatment under Section
         422 of the Code, the aggregate Fair Market Value (determined as of the
         time of grant) of the shares of Stock with respect to which Incentive
         Stock Options granted under this Plan and any other plan of the
         Company or its parent and subsidiary corporations become exercisable
         for the first time by an optionee during any calendar year shall not
         exceed $100,000.  To the extent that any Stock Option exceeds this
         limit, it shall constitute a Non-Qualified Stock Option.

         (b)     Reload Options.  At the discretion of the Committee, Options
granted under the Plan may include a "reload" feature pursuant to which an
optionee exercising an option by the delivery of a number of shares of Stock in
accordance with Section 5(a)(iv)(B) hereof would automatically be granted an
additional Option (with an exercise price equal to the Fair Market Value of the
Stock on the date the additional Option is granted and with the same expiration
date as the original Option being exercised, and with such other terms as the
Committee may provide) to purchase that number of shares of Stock equal to the
number delivered to exercise the original Option.

         (c)     Non-transferability of Options.  No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.  Notwithstanding the foregoing, the
Committee may provide in an option agreement that the optionee may transfer,
without consideration for the transfer, his or her Non-Qualified Stock Options
to members of his or her immediate family, to trusts for the benefit of such
family members, to partnerships in which such family members are the only
partners; or to charitable

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organizations; provided, however, that the transferee agrees in writing to be
bound by the terms and conditions of this Plan and the applicable Option
Agreement.


SECTION 6.  TAX WITHHOLDING

         (a)     Payment by Participant.  Each participant shall, no later than
the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any federal,
state, or local taxes of any kind required by law to be withheld with respect
to such income.  The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant.

         (b)     Payment in Stock.  Subject to approval by the Committee, a
participant may elect to have such tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Company shares
of Stock owned by the participant with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the withholding amount
due.


SECTION 7.  TRANSFER, LEAVE OF ABSENCE, ETC.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (a)     a transfer to the employment of the Company from a Subsidiary
or from the Company to a Subsidiary, or from one Subsidiary to another; or

         (b)     an approved leave of absence for military service or sickness,
or for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

SECTION 8.  AMENDMENTS AND TERMINATION

         The Board may, at any time, amend or discontinue the Plan and the
Committee may, at any time, amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price in a manner not inconsistent with the terms of the
Plan), but such price, if any, must satisfy the requirements which would apply
to the substitute or amended Award if it were then initially granted under



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this Plan for the purpose of satisfying changes in law or for any other lawful
purpose, but no such action shall adversely affect rights under any outstanding
Award without the holder's consent.  If and to the extent determined by the
Committee to be required by the Act to ensure that Incentive Stock Options
granted under the Plan are qualified under Section 422 of the Code, Plan
amendments shall be subject to approval by the Company stockholders who are
eligible to vote at a meeting of stockholders.

SECTION 9.  STATUS OF PLAN

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly
determine in connection with any Award or Awards.  In its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet
the Company's obligations to deliver Stock or make payments with respect to
Awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the foregoing sentence.

SECTION 10.  GENERAL PROVISIONS

         (a)     No Distribution; Compliance with Legal Requirements.  The
Committee may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof.

         No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange or similar
requirements have been satisfied.  The Committee may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Awards
as it deems appropriate.

         (b)     Other Compensation Arrangements; No Employment Rights.
Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, and such arrangements
may be either generally applicable or applicable only in specific cases.  The
adoption of this Plan and the grant of Awards do not confer upon any employee
any right to continued employment with the Company or any Subsidiary.

SECTION 11.   GOVERNING LAW

         This Plan shall be governed by Delaware law except to the extent such
law is preempted by federal law.

Adopted and Effective:  December 18, 1996



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