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                                                                    EXHIBIT 99.2
                                                                    ------------

                   LEARMONTH BURCHETT MANAGEMENT SYSTEMS PLC

                    1996 U.S. EMPLOYEE STOCK PURCHASE PLAN


SECTION 1.  PURPOSE OF PLAN
            ---------------

     The Learmonth Burchett Management Systems Plc 1996 Employee Stock Purchase
Plan (the "Plan") is intended to provide a method by which eligible employees of
such subsidiaries of Learmonth Burchett Management Systems Plc ("LBMS") as
LBMS's Board of Directors (the "Board of Directors") may from time to time
designate, and eligible employees of LBMS if the Board of Directors so
determines, (such subsidiaries, together with LBMS, if so determined by the
Board of Directors, being hereinafter referred to as the "Company") may use
voluntary, systematic payroll deductions to purchase Ordinary Shares of LBMS
(the "Stock") and thereby acquire an interest in the future of the Company.  For
purposes of the Plan, a "subsidiary" is any corporation in which LBMS owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock.


SECTION 2.  OPTIONS TO PURCHASE STOCK
            -------------------------

     Under the Plan, there is available an aggregate of not more than 500,000
shares of Stock (subject to adjustment as provided in Section 14) for sale
pursuant to the exercise of options ("Options") granted under the Plan to
employees of the Company ("Employees") who meet the eligibility requirements set
forth in Section 3 hereof ("Eligible Employees").  The shares ("Shares") to be
delivered upon exercise of Options under the Plan may be either shares of
authorized but unissued Stock, shares of reacquired Stock, American Depositary
Receipts for American Depositary Shares (each American Depositary Share
representing two Ordinary Shares), or any combination of the foregoing, as the
Board of Directors may determine.


SECTION 3.  ELIGIBLE EMPLOYEES
            ------------------

     Except as otherwise provided below, each individual who is an Employee of
the Company, who has a customary working schedule of at least 20 hours per week,
and who has been an Employee for at least 90 days as of the first day of an
Option Period (as defined below) will be eligible to participate in the Plan.

     (a)  Any Employee who immediately after the grant of an option to him or
her would (in accordance with the provisions of Sections 423 and 424(d) of the
Internal Revenue Code of 1986, as amended (the "Code")) own or be deemed to own
stock possessing 5% or more of the total combined voting power or value of all
classes of shares of the employer corporation or of its parent or subsidiary
corporations, as defined in Section 424 of the Code, will not be eligible to
receive an option to purchase Shares pursuant to the Plan.
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     (b)  No Employee will be granted an Option under the Plan which would
permit his or her rights to purchase shares under all employee stock purchase
plans of LBMS and parent and subsidiary corporations to accrue at a rate which
exceeds $25,000 in fair market value of such shares (determined at the time the
Option is granted) for each calendar year during which any such Option granted
to such Employee is outstanding at any time, as provided in Sections 423 and
424(d) of the Code.


SECTION 4.  METHOD OF PARTICIPATION
            -----------------------

     Each of the periods during which this Plan remains in effect is hereinafter
referred to as an "Option Period".  The first Option Period for which Options
may be granted hereunder shall commence on November 1, 1996, and end on April
30, 1997.  Option Periods thereafter shall be of six-months duration, with the
first such period commencing on May 1, 1997.  Each person who will be an
Eligible Employee on the first day of an Option Period may elect to participate
in the Plan by executing and delivering, at least 15 days prior to such day, a
payroll deduction authorization in accordance with Section 5.  Such Employee
will thereby become a participant ("Participant") for such Option Period and for
each subsequent consecutive Option Period, subject to Section 5 below.


SECTION 5.  PAYROLL DEDUCTION
            -----------------

     The payroll deduction authorization will request withholding at a rate (in
whole percentages) of not less than 1% nor more than 15% from the Participant's
regular rate of compensation by means of substantially equal payroll deductions
over the Option Period.  The payroll deduction authorization will remain in
effect for consecutive subsequent Option Periods unless changed or revoked by
the Participant pursuant to this Section 5.  A Participant may reduce the
withholding rate of his or her payroll deduction authorization by one or more
whole percentage points at any time during an Option Period by delivering
written notice to the Company, such reduction to take effect prospectively as
soon as practicable following receipt of such notice by the Company; provided,
that any reduction of the withholding rate to zero shall be treated as a
withdrawal pursuant to Section 10 below.  A Participant may increase or reduce
the withholding rate of his or her payroll deduction authorization for a future
Option Period, or cease participation entirely for a future Option Period, by
written notice delivered to the Company at least 15 days prior to the first day
of the Option Period as to which the change is to be effective.  All amounts
withheld in accordance with a Participant's payroll deduction authorization will
be credited to a withholding account for such Participant.
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SECTION 6.  GRANT OF OPTIONS
            ----------------

     Each person who is a Participant on the first day of an Option Period will
as of such day be granted an Option for such Period.  Such Option will be for
the number of whole Shares (not in excess of the share maximum as hereinafter
defined) to be determined by dividing (i) the balance in the Participant's
withholding account on the last day of the Option Period, by (ii) the purchase
price per Share determined under Section 7.  For purposes of the preceding
sentence, the share maximum with respect to any Option for any Option Period
shall be the largest number of whole Shares which, when multiplied by the fair
market value of a Share at the beginning of the Option Period, produces a dollar
amount of $12,500 or less.  The number of Shares that a Participant is entitled
to receive upon exercise of his or her Option for an Option Period will be
reduced, on a substantially proportionate basis, in the event that the number of
Shares then available under the Plan would otherwise be insufficient to satisfy
all exercises of Options for such Option Period.


SECTION 7.  PURCHASE PRICE
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     The purchase price of Shares issued pursuant to the exercise of an Option
will be 85% of the fair market value of the Shares at (a) the time of grant of
the Option or (b) the time at which the Option is deemed exercised, whichever is
less.  Fair market value on any given day will mean the Closing Price of the
Shares on such day (or, if there was no Closing Price on such day, the latest
day prior thereto on which there was a Closing Price).  The "Closing Price" of
the Shares on any business day will be the last sale price as reported on the
principal U.S. market on which the Shares are traded or, if no last sale is
reported, then the mean between the highest bid and lowest asked prices on that
day.  A good faith determination by the Board of Directors as to fair market
value shall be final and binding.


SECTION 8.  EXERCISE OF OPTIONS
            -------------------

     Each Employee who is a Participant in the Plan on the last business day of
an Option Period will be deemed to have exercised on the last business day of
the Option Period the Option granted to him or her for that Option Period.  Upon
such exercise, the balance of the Participant's withholding account will be
applied to the purchase of the number of whole Shares determined under Section
6.  In the event that the balance of the Participant's withholding account
following an Option Period is in excess of the total purchase price of the
Shares so issued, the balance of the withholding account (other than that
portion, if any, of such balance representing a fractional share) shall be
returned to the Participant.  The entire balance of the Participant's
withholding account following the final Option Period shall be returned to the
Participant.

     Notwithstanding anything herein to the contrary, LBMS's obligation to issue
and deliver Shares under the Plan is subject to the approval required of any
governmental authority in connection with the authorization, issuance, sale or
transfer of said Shares, to any requirements of any national securities exchange
applicable thereto, and to compliance by the Company with other applicable legal
requirements in effect from time to time, including without limitation any
applicable tax withholding requirements.
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SECTION 9.  INTEREST
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     No interest will be payable on withholding accounts.


SECTION 10.  CANCELLATION AND WITHDRAWAL
             ---------------------------

     A Participant may terminate his or her payroll deduction authorization as
of any date by written notice delivered to the Company and, upon receipt of such
notice by the Company, will thereby cease to be a Participant as of such date.
Any Participant who voluntarily terminates his or her payroll deduction
authorization prior to the last business day of an Option Period will be deemed
to have canceled his or her Option.  Upon such cancellation, the balance in his
or her withholding account will be returned to him or her.

     Any Participant who cancels an Option or terminates his or her payroll
deduction authorization may as of the beginning of a subsequent Option Period
again become a Participant in accordance with Section 4.


SECTION 11.  TERMINATION OF EMPLOYMENT
             -------------------------

     Upon the termination of a Participant's employment with the Company for any
reason, including death, he or she will cease to be a Participant, and (i) any
Option held by such Participant under the Plan will be deemed canceled, and (ii)
LBMS will deliver to the Participant the balance of his or her withholding
account.


SECTION 12.  PARTICIPANT'S RIGHTS NOT TRANSFERABLE
             -------------------------------------

     All Participants will have the same rights and privileges under the Plan.
Each Participant's rights and privileges under any Option may be exercisable
during his or her lifetime only by him or her, and may not be sold, pledged,
assigned, or transferred in any manner.  In the event any Participant violates
the terms of this Section, any Option held by him or her may be terminated by
the Company and upon return to the Participant of the balance of his or her
withholding account, all of his or her rights under the Plan will terminate.


SECTION 13.  EMPLOYMENT RIGHTS
             -----------------

     Nothing contained in the provisions of the Plan will be construed to give
to any Employee the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Employee at any time.
The loss of existing or potential profit in Options will not constitute an
element of damages in the event of termination of employment for any reason,
even if the termination is in violation of an obligation to the Employee.
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SECTION 14.  CHANGE IN CAPITALIZATION
             ------------------------

     In the event of any change in the outstanding Stock of LBMS by reason of a
stock dividend, split-up, recapitalization, merger, consolidation,
reorganization, or other capital change, after the effective date of this Plan,
the aggregate number of Shares available under the Plan, the number of Shares
under Options granted but not exercised, and the Option price will be
appropriately adjusted.


SECTION 15.  ADMINISTRATION OF PLAN
             ----------------------

     The Plan will be administered by the Remuneration Committee of the Board of
Directors, which will have the right to resolve any questions which may arise
regarding the interpretation and application of the provisions of the Plan and
to make, administer, and interpret such rules and regulations as it deems
necessary or advisable.  The Remuneration Committee's determinations hereunder
shall be final and binding.


SECTION 16.  AMENDMENT AND TERMINATION OF PLAN
             ---------------------------------

     LBMS reserves the right at any time or times to amend the Plan to any
extent and in any manner it may deem advisable by vote of the Board of
Directors; provided, however, that any amendment relating to the aggregate
number of shares which may be issued under the Plan (other than an adjustment
provided for in Section 14) or the corporations whose employees are eligible to
receive Options under the plan, will have no force or effect unless, to the
extent required under Treas. Reg. (S) 1.423-2(c), such amendment is approved by
the shareholders of LBMS within twelve months before or after its adoption.

     The Plan shall terminate automatically following the end of the Option
Period beginning August 2, 2006; provided, however, that the Board of Directors
in its discretion may extend the Plan for one or more Option Periods.  The Plan
may be suspended or terminated earlier by the Board of Directors, but no such
suspension or termination will adversely affect the rights and privileges of
holders of outstanding Options.  The Plan will terminate in any case when all or
substantially all the Shares reserved for the purposes of the Plan have been
purchased.

SECTION 17.  APPROVAL OF SHAREHOLDERS
             ------------------------

     The Plan is subject to the approval of the shareholders of LBMS, which
approval must be secured within twelve months before or after the date the Plan
is adopted by the Board of Directors, and any Option granted hereunder prior to
such approval is conditioned on such approval being obtained prior to the
exercise thereof.

As adopted by the Board of Directors on August 2, 1996.