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                                                                    EXHIBIT 10.2

                          MEDICAL MANAGER CORPORATION

                              AMENDED AND RESTATED
                    1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN



    1. Purpose.  The purpose of this 1996 Non-Employee Directors' Stock Plan
(the "Plan") of Medical Manager Corporation, a Delaware corporation (the
"Company"), is to advance the interests of the Company and its stockholders by
providing a means to attract and retain highly qualified persons to serve as
non-employee directors of the Company and to enable such persons to acquire or
increase a proprietary interest in the Company, thereby promoting a closer
identity of interests between such persons and the Company's stockholders.

    2. Definitions.  In addition to terms defined elsewhere in the Plan, the
following are defined terms under the Plan:

       (a) "Annual Option" means an Option to purchase the number of shares
specified in or under Section 6(a), subject to adjustment as provided in
Section 8.

       (b) "Code" means the Internal Revenue Code of 1986, as amended from time
to time. References to any provision of the Code shall be deemed to include
regulations thereunder and successor provisions and regulations thereto.

       (c) "Deferred Share" means a credit to a Participant's deferral account
under Section 7 which represents the right to receive one Share upon settlement
of the deferral account. Deferral accounts, and Deferred Shares credited
thereto, are maintained solely as bookkeeping entries by the Company evidencing
unfunded obligations of the Company.

       (d) "Elected Option" shall mean an option which a Participant, in his
capacity as a director, has elected to receive in lieu of fees as specified in
Section 7.

       (e) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
References to any provision of the Exchange Act shall be deemed to include rules
thereunder and successor provisions and rules thereto.

       (f) "Fair Market Value" of a Share on a given date means the last sales 
price or, if last sales price information is generally unavailable, the average
of the closing bid and asked prices per Share on such date (or, if there was no
trading or quotation in the stock on such date, on the next preceding date on
which there was trading or quotation) as reported in the Wall Street Journal;
provided, however, that the "Fair Market Value" of a Share subject to Options
granted effective on the date on which the Company commences an Initial Public
Offering shall 
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be the price of the shares so issued and sold, as set forth in the first
final prospectus used in such Initial Public Offering

       (g) "Initial Option" means an Option to purchase the number of shares
specified in or under Section 6(a), subject to adjustment as provided in 
Section 8.

       (h) "Initial Public Offering" means an initial public offering of 
shares in a firm commitment underwriting registered with the Securities and 
Exchange Commission in compliance with the provisions of the Securities Act 
of 1933, as amended.

       (i) "Option" means the right, granted to a director under Section 6 or
Section 7, to purchase a specified number of Shares at the specified exercise
price for a specified period of time under the Plan. All Options will be
non-qualified stock options.

       (j) "Participant" means a person who, as a non-employee director of the
Company, has been granted an Option or Deferred Shares which remain 
outstanding or who has elected to be paid fees in the form of Shares, Elected 
Options or Deferred Shares under the Plan.

       (k) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

       (l) "Share" means a share of common stock, $.01 par value, of the 
Company and such other securities as may be substituted for such Share or 
such other securities pursuant to Section 8.

    3. Shares Available Under the Plan.  Subject to adjustment as provided in
Section 8, the total number of Shares reserved and available for issuance 
under the Plan is 250,000. Such Shares may be authorized but unissued Shares, 
treasury Shares, or Shares acquired in the market for the account of the 
Participant. For purposes of the Plan, Shares that may be purchased upon 
exercise of an Option or delivered in settlement of Deferred Shares will not 
be considered to be available after such Option has been granted or Deferred 
Share credited, except for purposes of issuance in connection with such 
Option or Deferred Share; provided, however, that, if an Option expires for 
any reason without having been exercised in full, the Shares subject to the 
unexercised portion of such Option will again be available for issuance under 
the Plan.

    4. Administration of the Plan.  The Plan will be administered by the 
Board of Directors of the Company; provided, however, that any action by the 
Board relating to the Plan will be taken only if, in addition to any other 
required vote, such action is approved by the affirmative vote of a majority 
of those directors who are not then eligible to participate in the Plan.







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    5. Eligibility.  Each director of the Company who, at the time an Option 
is to be granted under Section 6 or at which fees are to be paid which could 
be received in the form of Shares, Elected Options or Deferred Shares under 
Section 7, is not an employee of the Company or any subsidiary of the Company 
will be eligible, at such date, to be granted an Option under Section 6 or 
receive fees in the form of Shares, Elected Options or Deferred Shares under 
Section 7. In addition, any person who, at the time the Company commences an 
Initial Public Offering, has agreed to become a director upon consummation of 
the Initial Public Offering will be eligible to be granted an Initial Option 
under Section 6. No person other than those specified in this Section 5 will 
be eligible to participate in the Plan.

    6. Options.  An Initial Option will be automatically granted (i) at the
commencement of the Initial Public Offering, to each person who is eligible
under Section 5 at that time, and thereafter (ii) at the effective date of
initial election to the Board of Directors, to each person so elected who is
eligible under Section 5 at that date. In addition, an Annual Option will be
automatically granted, at the close of business of the date of final
adjournment of each annual meeting of stockholders of the Company, to each
member of the Board of Directors who is then eligible under Section 5.
Notwithstanding the foregoing, (i) any person who has been automatically
granted an Initial Option at the effective date of initial election to the
Board of Directors shall not be automatically granted an Annual Option at the
first annual meeting of stockholders following such initial election if such
annual meeting takes place within sixty (60) days of the effective date of 
such person's initial election to the Board of Directors, and (ii) any Initial
Option granted at the commencement of the Initial Public Offering shall be
cancelled and forfeited if the Initial Public Offering is not consummated or,
in the case of an Initial Option granted to a person who has agreed to become 
a director, such person does not commence serving as a non-employee director 
of the Company promptly following the consummation of the Initial Public 
Offering.

       (a) Number of Shares Subject to Automatic Option Grants.  In the case 
of any Initial or Annual Option granted on or before the date of the first 
annual meeting of stockholders following the Initial Public Offering, the 
number of Shares to be subject to each Initial Option shall be 10,000, and 
the number of Shares to be subject to each Annual Option shall be 5,000, in 
each case subject to adjustment as provided in Section 8. In the case of any 
Initial or Annual Option granted thereafter, the number of Shares to be 
subject to each Initial and Annual Option shall be the applicable number 
specified in the preceding sentence or, if so determined by the Board of 
Directors, such other number of Shares specified in the most recent 
resolution of the Board adopted on or prior to the date of the annual meeting 
of stockholders that coincides with or most recently precedes the date of 
grant of the Option.

       (b) Exercise Price.  The exercise price per Share purchasable upon
exercise of an Option will be equal to 100% of the Fair Market Value of a 
Share on the date of grant of the Option.





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       (c) Option Expiration. A Participant's Option will expire at the 
earlier of (i) 10 years after the date of grant or (ii) one year after the 
date the Participant ceases to serve as a director of the Company for any 
reason.

       (d) Exercisability.  Each Option may be exercised, prior to its 
expiration, commencing one year after the date of grant, or at such earlier 
date as may be specified by the Board of Directors; provided, however, that 
an Option may be exercised following a Participant's termination of service as 
a director for reasons other than death or disability only if the director 
served for at least 11 months after the date of grant or the option was 
otherwise exercisable at the date of termination.

       (d) Method of Exercise.  A Participant may exercise an Option, in whole 
or in part, at such time as it is exercisable and prior to its expiration, by 
giving written notice of exercise to the Secretary of the Company, specifying 
the Option to be exercised and the number of Shares to be purchased, and 
paying in full the exercise price in cash (including by check) or by surrender 
of Shares already owned by the Participant (except for Shares acquired from 
the Company by exercise of an option less than six months before the date of 
surrender) having a Fair Market Value at the time of exercise equal to the 
exercise price, or by a combination of cash and Shares.

    7. Receipt of Shares, Options or Deferred Shares In Lieu of Fees. Each
director of the Company may elect to be paid fees, in his or her capacity as a
director (including annual retainer fees for service on the Board, fees for
service on a Board committee, fees for service as chairman of a Board
committee, and any other fees paid to directors) in the form of Shares, Elected
Options or Deferred Shares in lieu of cash payment of such fees, if such
director is eligible to do so under Section 5 at the date any such fee is
otherwise payable. If so elected, payment of fees in the form of Shares,
Elected Options or Deferred Shares shall be made in accordance with this
Section 7.

       (a) Elections.  Each director who elects to be paid fees for a given 
calendar year in the form of Shares, Elected Options or Deferred Shares for 
such year must file an irrevocable written election with the Secretary of the 
Company no later than December 31 of the year preceding such calendar year or 
such other date as may be specified by the Secretary; provided, however, that 
a director serving at the time the Plan becomes effective, and any director 
newly elected or appointed thereafter, may file an election applicable to 
compensation payable for any period of service that has not yet commenced 
within the year of such effectiveness, election, or appointment prior to the 
commencement of such period of service. An election by a director shall be 
deemed to be continuing and therefore applicable to subsequent Plan years 
unless the director revokes or changes such election by filing a new election 
form by the due date for such form specified in this Section 7(a). The 
election must specify the following: 




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           (i)   A percentage of fees to be received in the form of Shares,
                 Elected Options or Deferred Shares under the Plan; and

           (ii)  In the case of a deferral, the period or periods during which
                 settlement of Deferred Shares will be deferred (subject to such
                 limitations as may be specified by the Company's Secretary)

       (b) Payment of Fees in the Form of Shares.  At any date on which fees are
payable to a Participant who has elected to receive such fees in the form of
Shares, the Company will issue to such Participant, or to a designated third
party for the account of such Participant, a number of Shares having an
aggregate Fair Market Value at that date equal to the fees, or as nearly as
possible equal to the fees (but in no event greater than the fees), that would
have been payable at such date but for the Participant's election to receive
Shares in lieu thereof. If the Shares are to be credited to an account
maintained by the Participant and to the extent reasonably practicable without
requiring the actual issuance of fractional Shares, the Company shall cause
fractional Shares to be credited to the Participant's account.  If fractional
Shares are not so credited, any part of the Participant's fees not paid in the
form of whole Shares will be payable in cash to the Participant (either paid
separately or included in a subsequent payment of fees, including a subsequent
payment of fees subject to an election under this Section 7).

      (c) Deferral of Fees in the Form of Elected Options.  With regard to any
calendar year for which fees are payable to a participant who has elected to
receive such fees in the form of Elected Options, the Company will issue to such
participant, or to a designated third party for the account of such Participant,
2,000 Elected Options, in each case subject to adjustment as provided in Section
8, in full payment of all fees (including annual retainer fees for service on
the Board, fees for service on a Board Committee, fees for service as chairman
of a Board Committee, and any other fees paid to directors) to be paid to such
Participant, in his or her capacity as a director, during the entire calendar
year.  The Elected Options shall be subject to Sections 6(b), 6(c), 6(d) and
6(e), with regard to exercise price, option expiration, exercisability and
method of exercise, respectively.

       (d) Deferral of Fees in the Form of Deferred Shares. The Company will
establish a deferral account for each Participant who elects to defer fees in
the form of Deferred Shares under this Section 7.  At any date on which fees
are payable to a Participant who has elected to defer fees in the form of
Deferred Shares, the Company will credit such Participant's deferral account
with a number of Deferred Shares equal to the number of Shares having an
aggregate Fair Market Value at that date equal to the fees that otherwise would
have been payable at such date but for the Participant's election to defer
receipt of such fees in the form of Deferred Shares. The amount of Deferred
Shares so credited shall include fractional Shares calculated to at least three
decimal places.

       (e) Crediting of Dividend Equivalents. Whenever dividends are paid or
distributions made with respect to Shares, a Participant to whom Deferred
Shares are then








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credited in a deferral account shall be entitled to receive, as dividend
equivalents, an amount equal in value to the amount of the dividend paid or
property distributed on a single Share multiplied by the number of Deferred
Shares (including any fractional Share) credited to his or her deferral account
as of the record date for such dividend or distribution. Such dividend
equivalents shall be credited to the Participant's deferral account as a number
of Deferred Shares determined by dividing the aggregate value of such dividend
equivalents by the Fair Market Value of a Share at the payment date of the
dividend or distribution.

       (f) Settlement of Deferred Shares. The Company will settle the
Participant's deferral account by delivering to the Participant (or his or her
beneficiary) a number of Shares equal to the number of whole Deferred Shares
then credited to his or her deferral account (or a specified portion in the
event of any partial settlement), together with cash in lieu of any fractional
Share remaining at a time that less than one whole Deferred Share is credited to
such deferral account. Such settlement shall be made at the time or times
specified in the Participant's election filed in accordance with Section 7(a);
provided, however, that a Participant may further defer settlement of Deferred
Shares if counsel to the Company determines that such further deferral likely
would be effective under applicable federal income tax laws and regulations.

       (g) Nonforfeitability. The interest of each Participant in any fees paid
in the form of Shares, Elected Options or Deferred Shares (and any deferral
account relating thereto) at all times will be nonforfeitable.

    8. Adjustment Provisions.

       (a) Corporate Transactions and Events.  In the event of any
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Shares or other
securities, Share dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event
affects the Shares such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Board shall, in such manner as it may deem equitable, adjust any or all of the
(i) number and kind of Shares remaining reserved and available for issuance
under Section 3, (ii) number and kind of Shares to be subject to each automatic
grant of an Option under Section 6, (iii) number and kind of Shares issuable
upon exercise of outstanding Options, and/or exercise price per Share thereof
(provided that no fractional Shares will be issued upon exercise of any Option)
and (iv) number and kind of Shares, Elected Options or Deferred Shares to be
issued in lieu of fees under Section 7.

       (b) Insufficient Number of Shares.  If at any date an insufficient number
of Shares are available under the Plan for the automatic grant of Options or the
receipt of fees in the form of Shares, Elected Options, Deferred Shares at that
date, Options will first be automatically granted proportionately to each
eligible director, to the extent Shares are then available (provided that no
fractional Shares will be issued upon exercise of any Option) and otherwise as
provided 








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under Section 6, and then, if any Shares remain available, fees shall be paid
in the form of Shares, Elected Options or Deferred Shares proportionately among
directors then eligible to participate to the extent Shares are then available
and otherwise as provided under Section 7.

     9. Changes to the Plan.  The Board of Directors may amend, alter, suspend,
discontinue, or terminate the Plan or authority to grant Options or pay fees in
the form of Shares, Elected Options or Deferred Shares under the Plan without
the consent of stockholders or Participants, except that any amendment or
alteration will be subject to the approval of the Company's stockholders at or
before the next annual meeting of stockholders for which the record date is
after the date of such Board action if such stockholder approval is required by
any federal or state law or regulation or the rules of any stock exchange or
automated quotation system as then in effect, and the Board may otherwise
determine to submit other such amendments or alterations to stockholders for
approval; provided, however, that, without the consent of an affected
Participant no such action may materially impair the rights of such Participant
with respect to any previously granted Option or any previous payment of fees in
the form of Shares, Elected Options or Deferred Shares.

     10. General Provisions.

       (a) Agreements.  Options, Deferred Shares, and any other right or
obligation under the Plan may be evidenced by agreements or other documents
executed by the Company and the Participant incorporating the terms and
conditions set forth in the Plan, together with such other terms and conditions
not inconsistent with the Plan, as the Board of Directors may from time to time
approve.

       (b) Compliance with Laws and Obligations. The Company will not be
obligated to issue or deliver Shares in connection with any Option, in payment
of any directors' fees, or in settlement of Deferred Shares in a transaction
subject to the registration requirements of the Securities Act of 1933, as
amended, or any other federal or state securities law, any requirement under any
listing agreement between the Company and any stock exchange or automated
quotation system, or any other law, regulation, or contractual obligation of the
Company, until the Company is satisfied that such laws, regulations, and other
obligations of the Company have been complied with in full. Certificates
representing Shares issued under the Plan will be subject to such stop-transfer
orders and other restrictions as may be applicable under such laws, regulations,
and other obligations of the Company, including any requirement that a legend or
legends be placed thereon.

       (c) Limitations on Transferability.  Options, Deferred Shares, and any
other right under the Plan will not be transferable by a Participant except by
will or the laws of descent and distribution or to a designated beneficiary in
the event of a Participant's death; provided, however, that Options and Deferred
Shares (and rights relating thereto) may be transferred to one or more
transferees during the lifetime of the Participant for purposes of the
Participant's estate planning. The Company may rely upon the beneficiary
designation last filed in accordance with








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this Section 10(c). Options, Deferred Shares, and other rights under the Plan
may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall
not be subject to the claims of creditors of any Participant.

       (d) Compliance with Rule 16b-3.

            (i) Six-Month Holding Period.  Unless a Participant could otherwise
                dispose of equity securities, including derivative securities,
                acquired under the Plan without incurring liability under
                Section 16(b) of the Exchange Act, equity securities acquired
                under the Plan must be held for a period of six months following
                the date of such acquisition, provided that this condition shall
                be satisfied with respect to a derivative security if at least
                six months elapse from the date of acquisition of the derivative
                security to the date of disposition of the derivative security
                (other than upon exercise or conversion) or its underlying
                equity security.

           (ii) Other Compliance Provisions.  With respect to a Participant who
                is then subject to Section 16 of the Exchange Act in respect of
                the Company, it is the intent of the Company that transactions
                shall be implemented under the Plan in a manner that will ensure
                that each transaction by such a Participant is exempt from
                liability under Rule 16b-3, except that such a Participant may
                be permitted to engage in a non-exempt transaction under the
                Plan if written notice has been given to the Participant
                regarding the non-exempt nature of such transaction.  The Board
                may authorize the Company to repurchase any Shares acquired in
                connection with the Plan in order to prevent a Participant who
                is subject to Section 16 of the Exchange Act from incurring
                liability under Section 16(b).  Unless otherwise specified by
                the Participant, equity securities, including derivative
                securities, acquired under the Plan which are disposed of by a
                Participant shall be deemed to be disposed of in the order
                acquired by the Participant.

       (e) No Right To Continue as a Director. Nothing contained in the Plan or
any agreement hereunder will confer upon any Participant any right to continue
to serve as a director of the Company.

       (f) No Stockholder Rights Conferred. Nothing contained in the Plan or any
agreement hereunder will confer upon any Participant (or any person or entity
claiming rights by or through a Participant) any rights of a stockholder of the
Company unless and until Shares are in fact issued to such Participant (or
person) or, in the case an Option, such Option is validly exercised in
accordance with Section 6.








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       (g) Nonexclusivity of the Plan.  Neither the adoption of the Plan by the
Board of Directors nor its submission to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other compensatory arrangements for directors as it may deem
desirable.

       (h) Governing Law.  The validity, construction, and effect of the Plan
and any agreement hereunder will be determined in accordance with the laws of
the State of Delaware, without giving effect to principles of conflicts of laws,
and applicable federal law

    11. Stockholder Approval, Effective Date, and Plan Termination. The Plan
will be effective as of the date of its adoption by the Board, subject to
stockholder approval prior to the commencement of the Initial Public Offering,
and, unless earlier terminated by action of the Board of Directors, shall
terminate at such time as no Shares remain available for issuance under the Plan
and the Company and Participants have no further rights or obligations under the
Plan.








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