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                                                                    EXHIBIT 99.3
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                 LEARMONTH & BURCHETT MANAGEMENT SYSTEMS, PLC

                1996 NON-EMPLOYEE DIRECTORS' SHARE OPTION PLAN


     1.  Purpose.  The purpose of this 1996 Non-Employee Directors' Share Option
Plan (the "Plan") is to advance the interests of Learmonth & Burchett Management
Systems, Plc (the "Company") by enhancing the ability of the Company to attract
new non-employee directors who are in a position to make significant
contributions to the success of the Company and to reward directors for such
contributions through ownership of shares of the Company's Ordinary Shares (the
"Shares").

     2.  Administration. The Plan will be administered by a Committee (the
"Committee") of the Board of Directors of the Company (the "Board") and 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.  No member of the
Committee may vote on the grant of an option to himself.

     The Committee shall have authority, not inconsistent with the express
provisions of the Plan  (a) to grant options on Shares or ADSs ("Options") at
such time or times as it may choose (subject to Section 3); (b) to determine the
number of Shares or American Depositary Shares (ADSs) subject to the Options;
(c) to determine the terms and conditions of each Option; (d) to waive
compliance by an Eligible Director (as defined below) with any obligations to be
performed by the Eligible Director under an Option and waive any term or
condition of an Option (subject to Section 14); (e) to amend or cancel an
existing Option in whole or in part (and if an Option is canceled, grant another
Option in its place on such terms as the Committee shall specify), or settle any
Option by paying the cash value of the Shares or ADSs otherwise issuable, except
that the Committee may not, without the consent of the holder of an Option, take
any action under this clause with respect to such Option if such action would
adversely affect the rights of such holder; (f) to prescribe the form or forms
of instruments evidencing awards and any other instruments required under the
Plan and to change such forms from time to time; (g) to adopt, amend and rescind
rules and regulations for the administration of the Plan; and (h) to interpret
the Plan and to decide any questions and settle all controversies and disputes
that may arise in connection with the Plan.  Such determinations of the
Committee shall be conclusive and shall bind all parties.

     3.  Eligibility of Directors for Share Options.  Directors eligible to
receive Options under the Plan ("Eligible Directors") shall be those directors
who are not, at the time they become an Eligible Director, employees of the
Company or of any subsidiary of the Company and (i) who are directors on the
Effective Date of this Plan (which shall be the eligibility date for such
directors) or (ii) who are first elected a director of the Company after the
Effective Date of this Plan (which election date shall be the eligibility date
for any such director).
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     4.  Grant of Options; Exercise Price.  The Committee may, at such time or
times as it may choose, grant Options to any Eligible Director; provided,
however, that any Options granted to Eligible Directors who are residents of the
United States shall be Options on ADSs.  The exercise price and other terms and
conditions of such Options shall be determined by the Committee.  All Options
shall expire ten years after the effective date of grant.

     5.  Number of Shares.  The number of Shares which may be issued upon the
exercise of Options granted under the Plan, including Shares forfeited pursuant
to Section 7 and 8, shall not exceed 500,000 Shares in the aggregate, subject to
increase under Section 11, which increases and appropriate adjustments as a
result thereof shall be made by the Committee, whose determination shall be
binding on all persons.

     6.  Shares to be Delivered.  Shares to be delivered pursuant to an Option
granted under this Plan shall constitute an original issue of authorized Shares.
The Board and the proper officers of the Company shall take any appropriate
action required for such delivery.  No fractional Shares shall be delivered
under the Plan.

     The Company will not be obligated to deliver any Shares or ADSs pursuant to
the Plan (a) until all conditions of the Option have been satisfied, (b) until,
in the opinion of the Company's counsel, all applicable federal and state laws
and regulation have been complied with, (c) if the Company's Ordinary Shares or
ADSs are at the time listed on NASDAQ or any other stock exchange, until the
Shares or ADSs to be delivered have been listed or authorized to be listed on
NASDAQ or such other exchange upon official 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 the Shares
has not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Options, 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 Option is exercised by the Eligible Director's legal representative,
the Company will be under no obligation to deliver Shares pursuant to such
exercise until the Company is satisfied as to the authority of such
representative.

     7.  Exercisability; Exercise; Payment of Exercise Price.  Each Option shall
become exercisable at such time or times, and on such conditions, as the
Committee shall specify.  The Committee may at any time and from time to time
accelerate the time at which all or any part of an Option may be exercised,
provide for the acceleration of the exercisability of any Option upon the
occurrence of certain events, or extend the time by which an Option must be
exercised (e.g., following death or termination of employment) up to the latest
day by which such Option could be exercised without regard to Section 8 hereof.

     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 as provided below for the
number of Shares for which the Option is exercised.
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     The exercise price of 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) if permitted by the Committee,
by delivery of a promissory note of the Option holder to the Company, payable on
such terms as are specified by the Committee, or (3) 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 (4) by any combination of
the permissible forms of payment.

     To the extent Shares covered under an Option are not delivered because the
Option lapses or is terminated, such forfeited Shares may be regranted in
another Option within the limits set forth in Section 5.

     8.  Termination of Options.

     a.  If an Eligible Director ceases to be a director by reason of death or
total and permanent disability (as determined by the Committee), the following
will apply:

     All Options held by the Eligible Director that are not exercisable on the
thirtieth day after termination of the Eligible Director's status as a director
will terminate as of such date.  All Options that are exercisable as of said
thirtieth day will continue to be exercisable until the earlier of (1) the first
anniversary of the date on which the Eligible Director's status as a director
ended or (2) the date on which the Option would have terminated had the Eligible
Director remained a director, and after completion of that period, such Options
shall terminate to the extent not previously exercised, expired or terminated.
The Option may be exercised within the above limits by the Eligible Director's
legal representative.

     b.  If an Eligible Director's service with the Company terminates for any
reason other than death or incapacity as provided above, all Options held by the
director that are not then exercisable shall terminate.  Options that are
exercisable on the date of such termination (other than termination upon a
removal for cause, in which event all Options shall immediately terminate) shall
continue to be exercisable until the earlier of (1) three months thereafter or
(2) the date on which the Option would have terminated had the director remained
an Eligible Director, and after completion of that period, such Options shall
terminate to the extent not previously exercised, expired or terminated.

     c.  Change in Control. Notwithstanding Section 8(b) above, if an Eligible
Director ceases to be a director following a "Change in Control" (as defined in
Section 9(a)), and if the Shares or ADSs are, following such change in control,
traded on a major stock exchange or inter-dealer quotation system in the United
States or elsewhere (including the NASDAQ or the EASDAQ), any Options that were
exercisable immediately before the termination will continue to be exercisable
for the full period during which it could be exercised.

     9.  CHANGE OF CONTROL; SALE OF ASSETS.

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

          (i) 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;

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

          (iii)  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;

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

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

          (vi) 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.

          (vii)  "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 of the
          Company prior to such transaction.

     b.  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 arrangement for the liquidation of the
Company.

     10.  General Provisions

     a.  Documentation of Options.  Options will be evidenced by written
instruments
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prescribed by the Committee from time to time. Such instruments may be in the
form of agreements, to be executed by both an Eligible Director and the Company,
or certificates, letters or similar instruments, which need not be executed by
an Eligible Director but acceptance of which will evidence agreement to the
terms thereof.

     b.  Rights as a Shareholder.  An Option holder shall not have the rights of
a stockholder with respect to Options under the Plan except as to Shares
actually received by him or her under the Plan.

     c.  Tax Withholding.   The Eligible Director or other appropriate person
shall 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
ELIGIBLE DIRECTOR 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, STOCK HAVING A VALUE CALCULATED TO
SATISFY THE WITHHOLDING REQUIREMENT.]

     d.  Nontransferability of Options.  No Option may be transferred other than
by will or by the laws of descent and distribution, and during a director's
lifetime an Option may be exercised only by the director (or, in the event of
the director's incapacity, the person or persons legally appointed to act on the
director's behalf).

     11.  Adjustments in the Event of Certain Transactions.

     a.  In the event of a Share dividend, Share split or combination of Shares,
recapitalization or other change in the Company's capitalization, or other
distribution to common Shareholders other than normal cash dividends, the
Committee will make any appropriate adjustments to the maximum number of Shares
that may be delivered under the Plan under Section 5 above.
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       b.  In any event referred to in paragraph (a), the Committee will also
  make any appropriate adjustments to the number and kind of Shares or
  securities subject to Options then outstanding or subsequently granted,
  exercise prices relating to Options and any other provision of Options
  affected by such change.  The Committee may also make such adjustments to take
  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 Committee that
  adjustments are appropriate to avoid distortion in the operation of the Plan.

       12.  Fair Market Value.  For purposes of the Plan, Fair Market Value of a
  Share or ADS on any date will be the average of the bid and asked prices in
  the over-the-counter market with respect to the Company's ADSs, as reported by
  the National Association of Securities Dealers, Inc. ("NASD") Automated
  Quotations System or such other similar system then in use (or by the
  appropriate equivalent closing price if the ADSs are then listed on any Share
  exchange or is included in the NASD National Market System), on that date; or,
  if on any such a date such Share or ADS is not quoted by any such
  organization, the average of the closing bid and asked prices with respect to
  such Share or ADS, as furnished by a professional market maker making a market
  in such Share or ADS selected by the Committee; or if such prices are not
  available, the fair market value of such Share or ADS as of such date as
  determined in good faith by the Committee.

       13.  Effective Date and Term.  This Plan, having been approved by the
  Board of Directors on September 26, 1996, shall become, in accordance with the
  terms of the approving vote of the Board, effective immediately (the
  "Effective Date"), subject to approval of this Plan by vote of a majority of
  the Shareholders of the Company present and eligible to vote on the question
  at an annual or special meeting of Shareholders held not later than September
  1, 1997.   Options may be granted under the Plan prior to the date of
  Shareholder approval, and Options so granted shall be effective on the
  effective date of grant subject to Shareholder approval of the Plan as
  provided in this Section.  No Options may be awarded under this Plan after
  August 2, 2006, but the Plan shall continue thereafter while previously
  awarded Options remain subject to the Plan.

       14.  Effect of Termination, and Amendment.  Neither adoption of the Plan
  nor the grant of Options to an Eligible Director shall confer upon any person
  any right to continued status as a director with the Company or any subsidiary
  or affect in any way the right of the Company or subsidiary to terminate a
  director relationship at any time or shall affect the Company's right to grant
  to such director Options or other Share awards that are not subject to the
  Plan, to issue to such director Shares as a bonus or otherwise, or to adopt
  other plans or arrangements under which Shares may be issued to directors.
  The Committee may at any time terminate the Plan as to any further grants of
  Options.  The Committee may at any time or times amend the Plan for any
  purpose which may at the time be permitted by law, but in no event (except to
  comply with the provisions of the Internal Revenue Code, the Employee
  Retirement Income Security Act or the rules thereunder more than once in any
  six-month period.

  As adopted by the Board of Directors on September 26, 1996.