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Exhibit 10.15
                          UNISON HEALTHCARE CORPORATION
                             1995 STOCK OPTION PLAN
                          (AS REVISED OCTOBER 30, 1996)

1.       PURPOSE

         The purposes of the Amended and Restated 1995 Stock Option Plan
("Plan") of Unison HealthCare Corporation, a Delaware corporation, are to
attract and retain the best available employees and directors of Unison
HealthCare Corporation or any parent or subsidiary or affiliate of Unison
HealthCare Corporation which now exists or hereafter is organized or acquired by
or acquires Unison HealthCare Corporation (collectively or individually as the
context requires the "Company") as well as appropriate third parties who can
provide valuable services to the Company, to provide additional incentive to
such persons and to promote the success of the business of the Company. This
Plan is intended to comply with Rule 16b-3 under Section 16 of the Securities
Exchange Act of 1934, as amended or any successor rule ("Rule 16b-3"), and the
Plan shall be construed, interpreted and administered to comply with Rule 16b- 3
and Section 162(m) of the Code.

2.       DEFINITIONS

         (a) "Affiliate" means any corporation, partnership, joint venture or
other entity, domestic or foreign, in which the Company, either directly or
through another affiliate or affiliates, has a 50% or more ownership interest.

         (b) "Affiliated Group" means the group consisting of the Company and
any entity that is an "affiliate," a "parent" or a "subsidiary" of the Company.

         (c) "Board" means the Board of Directors of the Company.

         (d) "Committee" means the Compensation or Stock Option Committee of the
Board (as designated by the Board), if such a committee has been appointed.

         (e) "Code" means the United States Internal Revenue Code of 1986, as
amended.

         (f) "Incentive Stock Options" means options intended to qualify as
incentive stock options under Section 422 of the Code, or any successor
provision.

         (g) "ISO Group" means the group consisting of the Company and any
corporation that is a "parent" or a "subsidiary" of the Company.

         (h) "Nonemployee Director" shall have the meaning assigned in Section
4(a)(ii) hereof.
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         (i) "Nonqualified Stock Options" means options that are not intended to
qualify for favorable income tax treatment under Sections 421 through 424 of the
Code.

         (j) "Parent" means a corporation that is a "parent" of the Company
within the meaning of Code Section 424(e).

         (k) "Section 16" means Section 16 of the Securities Exchange Act of
1934, as amended.

         (l) "Subsidiary" means a corporation that is a "subsidiary" of the
Company within the meaning of Code Section 424(f).

3.       INCENTIVE AND NONQUALIFIED STOCK OPTIONS

         Two types of options (referred to herein as "options," without
distinction between such two types) may be granted under the Plan: Incentive
Stock Options and Nonqualified Stock Options.

4.       ELIGIBILITY AND ADMINISTRATION

         (a) Eligibility. The following individuals shall be eligible to receive
grants pursuant to the Plan as follows:

                (i) Any employee (including any officer or director who is an
employee) of the Company or any ISO Group member shall be eligible to receive
either Incentive Stock Options or Nonqualified Stock Options under the Plan. An
employee may receive more than one option under the Plan.

               (ii) Any director who is not an employee of the Company or any
Affiliated Group member (a "Nonemployee Director") shall be eligible to receive
only Nonqualified Stock Options.

              (iii) Any other individual whose participation the Board or the
Committee determines is in the best interests of the Company shall be eligible
to receive Nonqualified Stock Options.

         (b) Administration. The Plan may be administered by the Board or by a
Committee appointed by the Board which is constituted so to permit the Plan to
comply under Rule 16b-3.

                (i) The Company shall indemnify and hold harmless each director
and Committee member for any action or determination made in good faith with
respect to the Plan or any option.

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               (ii) The Board or the Committee shall have full and final
authority to waive, in whole or in part, any limitations, restrictions or
conditions previously imposed on any option. Determinations by the Committee or
the Board shall be final and conclusive upon all parties.

              (iii) The Board or Committee may delegate to the President of the
Company the authority to make grants of Incentive Stock Options to employees of
the Company; provided that no grants may be made by the President pursuant to
any such delegation to persons reporting pursuant to Section 16a of the
Securities Exchange Act of 1934; involving Nonqualified Stock Options; or
outside of prescribed ranges determined by the Compensation Committee or the
Board prior to any such grants by the President.

5.       SHARES SUBJECT TO OPTIONS

         The stock available for grant of options under the Plan shall be shares
of the Company's authorized but unissued or reacquired voting common stock. The
aggregate number of shares that may be issued pursuant to exercise of options
granted under the Plan shall be 800,000 shares. If any outstanding option grant
under the Plan for any reason expires or is terminated, the shares of common
stock allocable to the unexercised portion of the option grant shall again be
available for options under the Plan as if no options had been granted with
respect to such shares. No individual may be granted options covering more than
100,000 shares in any calendar year.

6.       TERMS AND CONDITION OF OPTIONS

         Option grants under the Plan shall be evidenced by agreements in such
form and containing such provisions as are consistent with the Plan as the Board
or the Committee shall from time to time approve. Each agreement shall specify
whether the option(s) granted thereby are Incentive Stock Options or
Nonqualified Stock Options. Such agreements may incorporate all or any of the
terms hereof by reference and shall comply with and be subject to the following
terms and conditions:

         (a) Shares Granted. Each option grant agreement shall specify the
number of Incentive Stock Options and/or Nonqualified Stock Options being
granted; one option shall be deemed granted for each share of stock. In
addition, each option grant agreement shall specify the exercisability and/or
vesting schedule of such options, if any.

         (b) Purchase Price. The purchase price for a share subject to (i) a
Nonqualified Stock Option may be any amount determined in good faith by the
Committee, and (ii) an Incentive Stock Option shall not be less than 100% of the
fair market value of the share on the date the option is granted, provided,
however, the option price of an Incentive Stock Option shall not be less than
110% of the fair market value of such share on the date the option is granted to
an individual then owning (after the application of the family and other
attribution rules of Section 424(d) or any successor rule of the Code) more than
10% of the total combined voting power of all classes of stock of the Company or
any ISO Group member. For purposes

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of the Plan, "fair market value" at any date shall be (i) the reported closing
price of such stock on the New York Stock Exchange or other established stock
exchange or Nasdaq National Market on such date, or if no sale of such stock
shall have been made on that date, on the preceding date on which there was such
a sale, (ii) if such stock is not then listed on an exchange or the Nasdaq
National Market, the last trade price per share for such stock in the
over-the-counter market as quoted on Nasdaq or the pink sheets or successor
publication of the National Quotation Bureau on such date, or (iii) if such
stock is not then listed or quoted as referenced above, an amount determined in
good faith by the Board or the Committee.

         (c) Termination. Unless otherwise provided herein or in a specific
option grant agreement which may provide for accelerated vesting and/or longer
or shorter periods of exercisability, no option shall be exercisable after the
expiration of the earliest of

                (i) in the case of an Incentive Stock Option:

                  (1) 10 years from the date the option is granted, or five
         years from the date the option is granted to an individual owning
         (after the application of the family and other attribution rules of
         Section 424(d) of the Code) at the time such option was granted, more
         than 10% of the total combined voting power of all classes of stock of
         the Company or any ISO Group member,

                  (2) three months after the date the optionee ceases to perform
         services for the Company or any ISO Group member, if such cessation is
         for any reason other than death, disability (within the meaning of Code
         Section 22[e][3]), or cause,

                  (3) one year after the date the optionee ceases to perform
         services for the Company or any ISO Group member, if such cessation is
         by reason of death or disability (within the meaning of Code Section
         22[e][3]), or

                  (4) the date the optionee ceases to perform services for the
         Company or any ISO Group member, if such cessation is for cause, as
         determined by the Board or the Committee in its sole discretion;

                (ii) in the case of a Nonqualified Stock Option;

                  (1) 10 years from the date the option is granted,

                  (2) two years after the date the optionee ceases to perform
         services for the Company or any Affiliated Group member, if such
         cessation is for any reason other than death, permanent disability,
         retirement or cause,

                  (3) three years after the date the optionee ceases to perform
         services for the Company or any Affiliated Group member, if such
         cessation is by reason of death, permanent disability or retirement, or

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                  (4) the date the optionee ceases to perform services for the
         Company or any Affiliated Group member, if such cessation is for cause,
         as determined by the Board or the Committee in its sole discretion;

provided, that, unless otherwise provided in a specific option grant agreement,
an option shall only be exercisable for the periods above following the date an
optionee ceases to perform services to the extent the option was exercisable on
the date of such cessation.

         (d) Method of Payment. The purchase price for any share purchased
pursuant to the exercise of an option granted under the Plan shall be paid in
full upon exercise of the option by any of the following methods, (i) by cash,
(ii) by check, or (iii) to the extent permitted under the particular grant
agreement, by transferring to the Company shares of stock of the Company at
their fair market value as of the date of exercise of the option as determined
in accordance with paragraph 6(b), provided that the optionee held the shares of
stock for at least six months. Notwithstanding the foregoing, the Company may
arrange for or cooperate in permitting broker-assisted cashless exercise
procedures. The Company may also extend and maintain, or arrange for the
extension and maintenance of, credit to an optionee to finance the optionee's
purchase of shares pursuant to the exercise of options, on such terms as may be
approved by the Board or the Committee, subject to applicable regulations of the
Federal Reserve Board and any other applicable laws or regulations in effect at
the time such credit is extended.

         (e) Exercise. Except for options which have been transferred pursuant
to paragraph 6(f), no option shall be exercisable during the lifetime of an
optionee by any person other than the optionee, his or her guardian or legal
representative. The Board or the Committee shall have the power to set the time
or times within which each option shall be exercisable and to accelerate the
time or times of exercise; provided, however, except as provided in paragraph
12, no options may be exercised prior to the later of the expiration of six
months from the date of grant thereof or shareholder approval, unless otherwise
provided by the Board or Committee. To the extent that an optionee has the right
to exercise one or more options and purchase shares pursuant thereto, the
option(s) may be exercised from time to time by written notice to the Company
stating the number of shares being purchased and accompanied by payment in full
of the purchase price for such shares. Any certificate for shares of outstanding
stock used to pay the purchase price shall be accompanied by a stock power duly
endorsed in blank by the registered owner of the certificate (with the signature
thereon guaranteed). If the certificate tendered by the optionee in such payment
covers more shares than are required for such payment, the certificate shall
also be accompanied by instructions from the optionee to the Company's transfer
agent with respect to the disposition of the balance of the shares covered
thereby.

         (f) Nontransferability. No option shall be transferable by an optionee
otherwise than by will or the laws of descent and distribution, provided that
the Committee in its discretion may grant options that are transferable, without
payment of consideration, to immediate family members of the optionee or to
trusts or partnerships for such family members; the Committee may also amend
outstanding options to provide for such transferability.

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         (g) ISO $100,000 Limit. If required by applicable tax rules regarding a
particular grant, to the extent that the aggregate fair market value (determined
as of the date an Incentive Stock Option is granted) of the shares with respect
to which an Incentive Stock Option grant under this Plan (when aggregated, if
appropriate, with shares subject to other Incentive Stock Option grants made
before said grant under this Plan or another plan maintained by the Company or
any ISO Group member) is exercisable for the first time by an optionee during
any calendar year exceeds $100,000 (or such other limit as is prescribed by the
Code), such option grant shall be treated as a grant of Nonqualified Stock
Options pursuant to Code Section 422(d).

         (h) Investment Representation. Unless the shares of stock covered by
the Plan have been registered with the Securities and Exchange Commission
pursuant to Section 5 of the Securities Act of 1933, as amended, each optionee
by accepting an option grant represents and agrees, for himself or herself and
his or her transferees by will or the laws of descent and distribution, that all
shares of stock purchased upon the exercise of the option grant will be acquired
for investment and not for resale or distribution. Upon such exercise of any
portion of any option grant, the person entitled to exercise the same shall upon
request of the Company furnish evidence satisfactory to the Company (including a
written and signed representation) to the effect that the shares of stock are
being acquired in good faith for investment and not for resale or distribution.
Furthermore, the Company may if it deems appropriate affix a legend to
certificates representing shares of stock purchased upon exercise of options
indicating that such shares have not been registered with the Securities and
Exchange Commission and may so notify its transfer agent.

         (i) Rights of Optionee. An optionee or transferee holding an option
grant shall have no rights as a shareholder of the Company with respect to any
shares covered by any option grant until the date one or more of the options
granted thereunder have been properly exercised and the purchase price for such
shares has been paid in full. No adjustment shall be made for dividends
(ordinary or extraordinary, whether cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such share certificate is issued, except as provided for in paragraph 6(k).
Nothing in the Plan or in any option grant agreement shall confer upon any
optionee any right to continue performing services for the Company or any
Affiliated Group member, or interfere in any way with any right of the Company
or any Affiliated Group member to terminate the optionee's services at any time.

         (j) Fractional Shares. The Company shall not be required to issue
fractional shares upon the exercise of an option. The value of any fractional
share subject to an option grant shall be paid in cash in connection with an
exercise that results in all full shares subject to the grant having been
exercised.

         (k) Reorganizations, Etc. Subject to paragraph 9 hereof, if the
outstanding shares of stock of the class then subject to this Plan are increased
or decreased, or are changed into or exchanged for a different number or kind of
shares or securities, as a result of one or more reorganizations, stock splits,
reverse stock splits, stock dividends, spin-offs, other distributions of assets
to shareholders, appropriate adjustments shall be made in the number and/or type
of

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shares or securities for which options may thereafter be granted under this Plan
and for which options then outstanding under this Plan may thereafter be
exercised. Any such adjustments in outstanding options shall be made without
changing the aggregate exercise price applicable to the unexercised portions of
such options.

         (l) Option Modification. Subject to the terms and conditions and within
the limitations of the Plan, the Board or the Committee may modify, extend or
renew outstanding options granted under the Plan, accept the surrender of
outstanding options (to the extent not theretofore exercised), reduce the
exercise price of outstanding options, or authorize the granting of new options
in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, no modification of an option (either directly or
through modification of the Plan) shall, without the consent of the optionee,
alter or impair any rights of the optionee under the option.

         (m) Grants to Foreign Optionees. The Board or the Committee in order to
fulfill the Plan purposes and without amending the Plan may modify grants to
participants who are foreign nationals or performing services for the Company or
an Affiliated Group member outside the United States to recognize differences in
local law, tax policy or custom.

         (n) Other Terms. Each option grant agreement may contain such other
terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Board or the Committee, such as without limitation
discretionary performance standards, tax withholding provisions, or other
forfeiture provisions regarding competition and confidential information.

7.       TERMINATION OR AMENDMENT OF THE PLAN

         The Board may at any time terminate or amend the Plan; provided, that
shareholder approval shall be obtained of any action for which shareholder
approval is required in order to comply with Rule 16b-3, the Code or other
applicable laws or regulatory requirements within such time periods prescribed.

8.       SHAREHOLDER APPROVAL AND TERM OF THE PLAN

         The Plan shall be effective as of July 10, 1995, the date as of which
it was adopted by the Board, subject to ratification by the shareholders of the
Company within (each of) the time period(s) prescribed under Rule 16b-3, the
Code, and any other applicable laws or regulatory requirements, and shall
continue thereafter until terminated by the Board. Unless sooner terminated by
the Board, in its sole discretion, the Plan will expire on July 10, 2005 solely
with respect to the granting of Incentive Stock Options or such later date as
may be permitted by the Code for Incentive Stock Options, provided that options
outstanding upon termination or expiration of the Plan shall remain in effect
until they have been exercised or have expired or been forfeited.

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9.        MERGER, CONSOLIDATION OR REORGANIZATION

         In the event of a merger, consolidation or reorganization with another
corporation in which the Company is not the surviving corporation, the Board,
the Committee (subject to the approval of the Board) or the board of directors
of any corporation assuming the obligations of the Company hereunder shall take
action regarding each outstanding and unexercised option pursuant to either
clause (a) or (b) below:

         (a) Appropriate provision may be made for the protection of such option
by the substitution on an equitable basis of appropriate shares of the surviving
corporation, provided that the excess of the aggregate fair market value (as
defined in paragraph 6[b]) of the shares subject to such option immediately
before such substitution over the exercise price thereof is not more than the
excess of the aggregate fair market value of the substituted shares made subject
to option immediately after such substitution over the exercise price thereof;
or

         (b) Appropriate provision may be made for the cancellation of such
option. In such event, the Company, or the corporation assuming the obligations
of the Company hereunder, shall pay the optionee an amount of cash (less normal
withholding taxes) equal to the excess of the highest fair market value (as
defined in paragraph 6[b]) per share of the Common Stock during the 60-day
period immediately preceding the merger, consolidation or reorganization over
the option exercise price, multiplied by the number of shares subject to such
options (whether or not then exercisable).

10.      DISSOLUTION OR LIQUIDATION

         Anything contained herein to the contrary notwithstanding, on the
effective date of any dissolution or liquidation of the Company, the holder of
each then outstanding option (whether or not then exercisable) shall receive the
cash amount described in paragraph 9(b) hereof and such option shall be
cancelled.

11.      WITHHOLDING TAXES

         (a) General Rule. Pursuant to applicable federal and state laws, the
Company is or may be required to collect withholding taxes upon the exercise of
an option. The Company may require, as a condition to the exercise of an option
or the issuance of a stock certificate, that the optionee concurrently pay to
the Company (either in cash or, at the request of optionee but in the discretion
of the Board or the Committee and subject to such rules and regulations as the
Board or the Committee may adopt from time to time, in shares of Common Stock of
the Company) the entire amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise, in such amount as the Committee
or the Board in its discretion may determine.

         (b) Withholding from Shares to be Issued. In lieu of part or all of any
such payment, the optionee may elect, subject to such rules and regulations as
the Board or the Committee may

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adopt from time to time, or the Company may require that the Company withhold
from the shares to be issued that number of shares having a fair market value
(as defined in paragraph 6[b]) equal to the amount which the Company is required
to withhold.

         (c) Special Rule for Insiders. Any such request or election (to satisfy
a withholding obligation using shares) by an individual who is subject to the
provisions of Section 16 shall be made in accordance with the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

12.      AUTOMATIC GRANTS TO CERTAIN DIRECTORS

         (a) Initial Grant. Each Nonemployee Director on the effective date of
this Plan as set forth in paragraph 8 (July 10, 1995) shall be granted options
to acquire 9,246 shares of the Company's Common Stock, except that the Chairman
of the Board shall receive 10,496 shares of the Company's Common Stock.

         (b) Additional Grants. On September 6, 1996, and immediately after each
annual meeting of shareholders, beginning with the 1997 annual meeting, each
person who is a Nonemployee Director at such time shall automatically be granted
options to acquire 15,000 shares of the Company's Common Stock (a "Subsequent
Grant") subject to the terms of paragraph 12(c), provided that if the Chairman
of the Board is a Nonemployee Director on the date of any Subsequent Grant, he
or she shall also receive options to acquire an additional 2,500 shares of the
Company's Common Stock.

         (c) Terms of Options. Notwithstanding anything in paragraph 6(c) to the
contrary, options granted pursuant to this paragraph 12 shall have a 10-year
term, provided that any option held by a director who is removed from the Board
for cause shall expire on the date of such removal. The options granted pursuant
to this paragraph 12 shall become exercisable at the following times: (i) 50% of
the options shall become exercisable on the first anniversary of the effective
date of the grant; and (ii) 50% shall become exercisable on the second
anniversary of the effective date of grant. The exercise price of all options
granted pursuant to this paragraph 12 shall be the fair market value of the
Company's Common Stock on the date of grant.

         (d) Limitation on Amendment. This paragraph 12 shall not be amended
more than once every six months other than to comport with changes in the Code,
the Employee Retirement Income Security Act, or the rules thereunder.

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