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                                                                    EXHIBIT 99.1
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                  LEARMONTH & BURCHETT MANAGEMENT SYSTEMS PLC

                          1996 EQUITY INCENTIVE PLAN


1.   PURPOSE

     The purpose of this Equity Incentive Plan (the "Plan") is to advance the
interests of Learmonth & Burchett Management Systems Plc (the "Company") by
enhancing its ability to attract and retain employees who are in a position to
make significant contributions to the success of the Company and its
subsidiaries through ownership of the Company's ordinary shares or American
Depositary Shares ("ADSs" and, collectively, "Shares").

     The Plan is intended to accomplish these goals by enabling the Company to
grant awards in the form of Options ("Awards"), as more fully described below.

2.   ADMINISTRATION

     The Plan will be administered by a Committee (the "Committee") of the Board
of Directors of the Company (the "Board") which shall consist of at least two
directors.  Each of the Committee members shall be a "Non-employee Director"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "1934 Act").  A majority of the members of the Committee shall
constitute a quorum, and all determinations of the Committee shall be made by a
majority of its members.  Any determination of the Committee under the Plan may
be made without notice or meeting of the Committee by a writing signed by a
majority of the Committee members.

     The Committee will have authority, not inconsistent with the express
provisions of the Plan and in addition to other authority granted under the
Plan, to (a) grant Awards at such time or times as it may choose (subject to
Section 3); (b) determine the size of each Award, including the number of Shares
subject to the Award; (c) determine the type or types of each Award (subject to
Section 9); (d) determine the terms and conditions of each Award; (e) waive
compliance by a Participant (as defined below) with any obligations to be
performed by the Participant under an Award and waive any term or condition of
an Award (subject to Section 9); (f) amend or cancel an existing Award in whole
or in part (and if an Award is canceled, grant another Award in its place on
such terms as the Committee shall specify), or settle any Award by paying the
cash value of the Shares otherwise issuable, except that the Committee may not,
without the consent of the holder of an Award, take any action under this clause
with respect to such Award if such action would adversely affect the rights of
such holder; (g) prescribe the form or forms of instruments that are required or
deemed appropriate under the Plan, including any written notices and elections
required of Participants, and change such forms from time to time; (h) adopt,
amend and rescind rules and regulations for the administration of the Plan
(subject to Section 9); and (i) interpret the Plan and decide any questions and
settle all controversies and disputes that may arise in connection with the
Plan.  Such determinations and actions of the Committee, and all other
determinations and actions
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of the Committee made or taken under authority granted by any provision of the
Plan, will be conclusive and will bind all parties. Nothing in this paragraph
shall be construed as limiting the power of the Committee to make adjustments
under Section 8.6.

3.   EFFECTIVE DATE AND TERM OF PLAN

     The Plan will become effective on the date on which it is approved by the
shareholders of the Company.  Grants of Awards under the Plan may be made prior
to that date (but after Board adoption of the Plan), subject to such approval of
the Plan.

     No Award of an incentive stock option may be granted under the Plan after
ten years from the date of shareholder approval but Awards previously granted
may extend beyond that date.  Furthermore, no Award may be granted under the
Plan at a time when such grant would be prohibited by any applicable
legislation, rules or regulations or by any code adopted by the Company
governing dealings in Company shares or by United Kingdom insider dealing
legislation.

4.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 8.6 below, the aggregate
number of Shares reserved and available for Awards made under the Plan shall be
2,500,000 shares, plus that number of Shares as may become available by reason
of forfeiture of options outstanding as of August 2, 1996 under the Company's
Executive Share Option Scheme.  If any Award requiring exercise by the
Participant for delivery of Shares terminates without having been exercised in
full, the number of Shares as to which such Award was not exercised will be
available for future grants.

     Shares delivered under the Plan will be authorized but unissued Shares.  No
fractional shares will be delivered under the Plan.

     The Committee may grant Awards exercisable for ordinary shares or ADSs as
it may determine.  Each ADS is equivalent to two (2) ordinary shares.  Where an
Award is exercisable for ADSs, references in the Plan to "Shares" shall refer to
ADSs, except that any reference to a number of Shares shall refer to Ordinary
Shares.  The Committee may grant Awards to Participants who are residents of the
United States of America only for ADSs.

5.   ELIGIBILITY AND PARTICIPATION

     Those eligible to receive Awards under the Plan ("Participants") will be
persons currently or formerly in the employ of the Company or any of its
subsidiaries ("Employees") and members of their families (except without
limitation non-Employee (non-Executive) directors of the Company or a subsidiary
of the Company) who, in the opinion of the Committee, made a significant
contribution to the success of the Company or its subsidiaries or are in a
position to do so.  A "subsidiary" for purposes of the Plan will be a
corporation in which the Company owns, directly or indirectly, stock or shares
possessing 50% or more of the total combined voting power of all classes of
stock or shares.

6.   TYPES OF AWARDS
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     6.1.  OPTIONS

     (a) Nature of Options.  An Option is an Award entitling the recipient on
exercise thereof to purchase Shares at a specified exercise price.

     Both "incentive stock options," as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") (any Option intended to qualify as
an incentive stock option being hereinafter referred to as an "ISO"), and
Options that are not incentive stock options, may be granted under the Plan.
ISOs shall be awarded only to Employees.

     (b) Exercise Price.  The exercise price of an Option will be determined by
the Committee subject to the following:

        (1)  The exercise price of an ISO shall not be less than 100% (110% in
     the case of an ISO granted to a ten-percent shareholder) of the fair market
     value/1/ of the Shares subject to the Option, determined as of the time the
     Option is granted.  A "ten-percent shareholder" is any person who at the
     time of grant owns, directly or indirectly, or is deemed to own by reason
     of the attribution rules of Section 424(d) of the Code, Shares possessing
     more than 10% of the total combined voting power of all classes of Shares
     of the Company or of its parent or subsidiary corporation.

        (2)  In no case may the exercise price paid for Shares which is part of
     an original issue of authorized Shares be less than the par value per
     Share.

        (3)  The Committee may not reduce the exercise price of an Option at any
     time after the time of grant unless the duration of such Option were
     limited to seven years.

     (c)  Duration of Options.  The latest date on which an Option may be
exercised will be the tenth anniversary (fifth anniversary, in the case of an
ISO granted to a ten-percent shareholder) of the day immediately preceding the
date the Option was granted, or such earlier date as may have been specified by
the Committee at the time the Option was granted.

     (d)  Exercise of Options.  An Option will become exercisable at such time
or times, and on such conditions, as the Committee may specify.  The Committee
may at any time and from time to time accelerate the time at which all or any
part of the Option may be exercised.

     Any exercise of an Option must be in writing, signed by the proper person
and delivered or mailed to the Company, accompanied by (1) any documents
required by the Committee and (2) payment in full in accordance with paragraph
(e) below for the number of Shares for which the

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   "Fair market value" is generally understood to mean the price that an asset
would bring by bona fide bargaining between well-informed buyers and sellers at
the date of acquisition. Usually the fair market price would be the price at
which bona fide sales have been consummated for assets of like type, quality,
and quantity in a particular market at the time of acquisition.
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Option is exercised.

     (e)  Payment for Shares.  Shares purchased on exercise of an Option must be
paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company, or (2) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or (3) if so permitted by
the instrument evidencing the Option (or in the case of an Option which is not
an ISO, by the Committee on or after grant of the Option), by delivery of a
promissory note of the Option holder to the Company, payable on such terms as
are specified by the Committee, or  (4) by any combination of the permissible
forms of payment; provided that at least so much of the exercise price as
represents the par value of such Shares must be paid other than by the Option
holder's promissory note or personal check.

     (f)  Discretionary Payments.  If the market price of Shares subject to an
Option exceeds the exercise price of the Option at the time of its exercise, the
Committee may cancel the Option and cause the Company to pay in cash or in
Shares (at a price per share equal to the fair market value per share) to the
person exercising the Option an amount equal to the difference between the fair
market value of the Shares which would have been purchased pursuant to the
exercise (determined on the date the Option is canceled) and the aggregate
exercise price which would have been paid.  The Committee may exercise its
discretion to take such action only if it has received a written request from
the person exercising the Option, but such a request will not be binding on the
Committee.

     6.2.  LOANS AND SUPPLEMENTAL GRANTS.

     (a)  Loans.  The Company may make a loan to any Participant other than a
Director of a U.K. Group Company ("Loan"), either on the date of or after the
grant of any Award to such Participant.  A Loan may be made either in connection
with the purchase of Shares under the Award or with the payment of any Federal,
state and local income tax with respect to income recognized as a result of the
Award.  The Committee will have full authority to decide whether to make a Loan
and to determine the amount, terms and conditions of the Loan, including the
interest rate (which may be zero), whether the Loan is to be secured or
unsecured or with or without recourse against the borrower, the terms on which
the Loan is to be repaid and the conditions, if any, under which it may be
forgiven.  However, no Loan may have a term (including extensions) exceeding ten
years in duration.

     (b)  Supplemental Grants.  In connection with any Award, Learmonth &
Burchett Management Systems, Inc. may at the time such Award is made or at a
later date, provide for and grant a cash award to any employee who is a non-
director Participant ("Supplemental Grant") not to exceed an amount equal to (1)
the amount of any Federal, state and local income tax on ordinary income for
which the Participant may be liable with respect to the Award, determined by
assuming taxation at the highest marginal rate, plus (2) an additional amount on
a grossed-up basis intended to make the Participant whole on an after-tax basis
after discharging all the Participant's income tax liabilities arising from all
payments under this Section 6.  Any payments under this subsection (b) will be
made at the time the Participant incurs Federal income tax liability with
respect to the
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Award.

7.   EVENTS AFFECTING OUTSTANDING AWARDS

     7.1.  DEATH.

     If a Participant dies, the following will apply:

     (a)  All Options held by the Participant immediately prior to death, to the
extent then exercisable, may be exercised by the Participant's executor or
administrator or, if the Shareholder is not a citizen of the United Kingdom, by
the person or persons to whom the Option is transferred by will or the
applicable laws of descent and distribution, at any time within the one year
period ending with the first anniversary of the Participant's death (or such
shorter or longer period as the Board may determine), and shall thereupon
terminate.  In no event, however, shall an Option remain exercisable beyond the
latest date on which it could have been exercised without regard to this Section
7.  Except as otherwise determined by the Committee, all Options held by a
Participant immediately prior to death that are not then exercisable shall
terminate at death.

    (b)  Any payment or benefit under a Supplemental Grant to which the
Participant was not irrevocably entitled prior to death will be forfeited and
the Award canceled as of the time of death, unless otherwise determined by the
Committee.

    7.2.  TERMINATION OF SERVICE (OTHER THAN BY DEATH).

    If a Participant who is an Employee ceases to be an Employee for any reason
other than death (such termination of the employment being herein referred to as
a "Status Change"), the following will apply:

    (a)  Except as otherwise determined by the Committee, and except as
provided below, all Options held by the Participant that were not exercisable
immediately prior to the Status Change shall terminate at the time of the Status
Change.  Any Options that were exercisable immediately prior to the Status
Change will continue to be exercisable for a period of three months (or such
longer period as the Committee may determine), and shall thereupon terminate,
unless the Award provides by its terms for immediate termination in the event of
a Status Change or unless the Status Change results from a discharge for cause
which in the opinion of the Committee casts such discredit on the Participant as
to justify immediate termination of the Award.  In no event, however, shall an
Option remain exercisable beyond the latest date on which it could have been
exercised without regard to this Section 7.  For purposes of this paragraph, a
Status Change shall not be deemed to have resulted by reason of (i) a sick leave
or other bona fide leave of absence approved for purposes of the Plan by the
Committee, so long as the Employee's right to reemployment is guaranteed either
by statute or by contract, or (ii) a transfer of employment between the Company
and a subsidiary or between subsidiaries, or to the employment of a corporation
(or a parent or subsidiary corporation of such corporation) issuing or assuming
an option in a transaction to which section 424(a) of the Code applies.

    (b)  Any payment or benefit under a Supplemental Grant to which the
Participant was not
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irrevocably entitled prior to the Status Change will be forfeited and the Award
canceled as of the date of such Status Change unless otherwise determined by the
Committee.

     (c)  If a Status Change occurs following a "Change in Control" (as defined
in Section 7.3), and if the Company's ordinary shares or ADSs are, following
such change in control, traded on a major stock exchange or inter-dealer
quotation system in the United Kingdom or United States (including the Nasdaq),
any Options that were exercisable immediately before the Status Change will
continue to be exercisable for the full period during which they could be
exercised set forth in Section 6.1(c), except in the case of a sale of all or
substantially all of the assets of the Company as set forth in Section 7.4.

     7.3.  CHANGE OF CONTROL.

     In the event of a Change of Control, all outstanding Options shall become
immediately exercisable in full.  For the purposes of this plan, a "Change in
Control" shall mean any of the following:

     (a)  any Person or "group" (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934), other than the Company or any
of its Affiliates, becomes a beneficial owner (within the meaning of Rule 13d-3
as promulgated under the Securities Exchange Act of 1934), directly or
indirectly, of securities representing thirty percent (30%) or more of the total
number of votes that may be cast for the election of directors of the Company;

     (b)  there occurs any sale of all or substantially all of the assets of the
Company;

     (c)  within eighteen months after a tender offer or exchange offer for
voting securities of the Company (other than by the Company) individuals who
were directors of the Company immediately prior thereto shall cease to
constitute a majority of the Board;

     (d)  proxies are solicited for voting securities of the Company by persons
other than the Company or its Board and, within eighteen months thereafter,
individuals who were directors of the Company immediately prior to such
transaction cease to constitute a majority of the Board;

     (e)  any Person or "group," other than the Company or any of its
affiliates, obtains control of the Company in pursuance of a compromise or
arrangement sanctioned by the court under Section 425 of the Companies Act 1985;
or

     (f) any Person or "group," other than the Company or any of its affiliates,
acquires all or the major part of the undertaking of the Company pursuant to a
reorganization under Section 110 of the Insolvency Act 1986.

     (g) "Change in Control" shall not include a change in legal domicile or any
sale, reorganization, compromise or arrangement or other transaction which the
Board determines in its discretion acting in good faith to be effected in order
to change the legal domicile of the Company or the holding company of the
Company's group of companies and which leaves control of the Company
substantially unaffected or control of the holding company in the same hands as
control
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of the Company prior to such transaction.

     7.4.  SALE OF ASSETS.

     In the event of the sale of all or substantially all of the assets of the
Company, all outstanding Options shall remain exercisable for a period of six
months following such sale, or for such shorter period (but in no event less
than 30 days) as may be provided in any plan of liquidation of the Company.

8.   GENERAL PROVISIONS

     8.1.  DOCUMENTATION OF AWARDS.

     Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Committee from time to time.  Such instruments may be in the
form of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.

     8.2.  RIGHTS AS A SHAREHOLDER, DIVIDEND EQUIVALENTS.

     Except as specifically provided by the Plan, the receipt of an Award will
not give a Participant rights as a Shareholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Shares.  However, the Committee
may, on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Shares subject to the Participant's Award had such Shares been
outstanding.  Without limitation, the Committee may provide for payment to the
Participant of amounts representing such dividends, either currently or in the
future, or for the investment of such amounts on behalf of the Participant.

     8.3.  CONDITIONS ON DELIVERY OF SHARES.

     The Company will not be obligated to deliver any Shares pursuant to the
Plan or to remove restrictions from Shares previously delivered under the Plan
(a) until all conditions of the Award have been satisfied or removed, (b) until,
in the opinion of the Company's counsel, all applicable Federal and state laws
and regulations have been complied with, (c) if the outstanding Shares are at
the time listed on any Shares exchange, until the Shares to be delivered have
been listed or authorized to be listed on any such exchange upon official notice
of notice of issuance, and (d) until all other legal matters in connection with
the issuance and delivery of such Shares have been approved by the Company's
counsel.  If the sale of Shares has not been registered under the Securities Act
of 1933, as amended, the Company may require, as a condition of exercise of the
Award, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Shares bear an appropriate legend restricting
transfer.

     If an Award is exercised by the Participant's legal representative, the
Company will be
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under no obligation to deliver Shares pursuant to such exercise until the
Company is satisfied as to the authority of such representative.

     8.4.  TAX WITHHOLDING.

     The Company will withhold from any cash payment made pursuant to an Award
an amount sufficient to satisfy all Federal, state and local withholding tax
requirements (the "withholding requirements").

     In the case of an Award pursuant to which Shares may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy the
withholding requirements, or make other arrangements satisfactory to the
Committee with regard to such requirements, prior to the delivery of any Shares.
If and to the extent that such withholding is required, the Committee may permit
the Participant or such other person to elect at such time and in such manner as
the Committee provides to have the Company hold back from the Shares to be
delivered, or to deliver to the Company, Shares having a value calculated to
satisfy the withholding requirements.

     If at the time an ISO is exercised the Committee determines that the
Company could be liable for withholding requirements with respect to a
disposition of the Shares received upon exercise, the Committee may require as a
condition of exercise that the person exercising the ISO agree (a) to inform the
Company promptly of any disposition (within the meaning of section 424(c) of the
Code) of Shares received upon exercise, and (b) to give such security as the
Committee deems adequate to meet the potential liability of the Company for the
withholding requirements and to augment such security from time to time in any
amount reasonably deemed necessary by the Committee to preserve the adequacy of
such security.

     8.5.  NONTRANSFERABILITY OF AWARDS.

     No Award may be transferred except by a non-U.K. Shareholder by will or by
the laws of descent and distribution.  During a Participant's lifetime, an Award
requiring exercise may be exercised only by him or her (or in the event of the
Participant's incapacity, the person or persons legally appointed to act on the
Participant's behalf).

     8.6.  ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS.

     (a)  In the event of a Shares dividend, Shares split or combination of
Shares, recapitalization or other change in the Company's capitalization, or
other distribution to ordinary Shareholders other than normal cash dividends,
after the effective date of the Plan, the Board will make any appropriate
adjustments to the maximum number of Shares that may be delivered under the Plan
under Section 4 above.

     (b)  In any event referred to in paragraph (a), the Board will also make
any appropriate adjustments to the number, class and denomination of Shares or
securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by
such change.  The Board may also make such adjustments to take
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into account material changes in law or in accounting practices or principles,
mergers, consolidations, acquisitions, dispositions or similar corporate
transactions, or any other event, if it is determined by the Board that
adjustments are appropriate to avoid distortion in the operation of the Plan.

     (c)  An adjustment under paragraph (a) may have the effect of reducing the
exercise price paid for Shares to less than the par value of such Share, but
only if and to the extent that the Committee shall be authorised by the Board to
capitalise from the reserves of the Company a sum equal to the amount by which
the par value of each Share in respect of which the Option is exercised and
which is to be allotted pursuant to such exercise exceeds the price at which the
same may be subscribed for and to apply such sum in paying up such amount on
such Share; and so that on exercise of any Option in respect of which such a
reduction shall have been made the Committee shall capitalise such sum (if any)
and apply the same in paying up such amount as aforesaid.

     8.7.  EMPLOYMENT RIGHTS, ETC.

     Neither the adoption of the Plan nor the grant of Awards will confer upon
any person any right to continued retention by the Company or any subsidiary as
an Employee or otherwise, or affect in any way the right of the Company or
subsidiary to terminate an employment, service or similar relationship at any
time.  Except as specifically provided by the Board in any particular case, the
loss of existing or potential profit in Awards granted under the Plan will not
constitute an element of damages in the event of termination of an employment,
service or similar relationship even if the termination is in violation of an
obligation of the Company to the Participant.

     8.8.  DEFERRAL OF PAYMENTS.

     The Board may agree at any time, upon request of the Participant, to defer
the date on which any payment under an Award will be made.

     8.9.  PAST SERVICES AS CONSIDERATION.

     Where a Participant purchases Shares under an Award for a price equal to
the par value of the Shares, the Board may determine that such price has been
satisfied by past services rendered by the Participant.

9.   EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

     Neither adoption of the Plan nor the grant of Awards to a Participant will
affect the Company's right to grant to such Participant Awards that are not
subject to the Plan or to adopt other plans or arrangements under which Shares
are issued to Employees.

     The Board may at any time or times amend the Plan or any outstanding Award
for any purpose which may at the time be permitted by law, or may at any time
terminate the Plan as to any further grants of Awards, provided that (except to
the extent expressly required or permitted by the
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Plan) no such amendment will, without the approval of the Shareholders of the
Company, effectuate a change for which Shareholder approval is required under
the United Kingdom listing rules or in order for the Plan to continue to qualify
for the award of ISOs under Section 422 of the Code and to continue to qualify
under Rule 16b-3 promulgated under Section 16 of the 1934 Act. Among other
matters, such amendment restrictions pertain to the identity of Participants,
the limits on Shares available under the Plan, the individual limits on Shares
available for any one Participant, the basis for determining a Participant's
entitlement to and the terms of any benefit to be provided and the adjustment of
such benefits to take account of variations in share capital. Shareholder
approval would not be required for minor amendments to benefit the
administration of the Plan or to take into account a change in legislation or to
obtain or maintain favorable tax, exchange control or regulatory treatment for
Participants or the Company.