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                                                                    EXHIBIT 10.3


                    HEALTHDYNE INFORMATION ENTERPRISES, INC.
                         NONQUALIFIED STOCK OPTION PLAN


                                    ARTICLE I

                                     PURPOSE

         1.1      The HEALTHDYNE INFORMATION ENTERPRISES, INC. Nonqualified
Stock Option Plan is intended to advance the interests of the Company and its
shareholders by attracting, retaining and stimulating the performance of key
employees, consultants and advisors. The Company is largely dependent upon the
judgment and initiative of such high caliber key employees, consultants and
advisors for the successful conduct of its business. The Company further intends
to encourage and enable such key employees, consultants and advisors to acquire
and retain proprietary interest in the Company and its Subsidiaries through
ownership of its stock.

                                   ARTICLE II

                                   DEFINITIONS

         2.1      "Board" means the Board of Directors of the Company.

         2.2      "Code" means the Internal Revenue Code of 1986, as amended.

         2.3      "Common Stock" means the Company's Common Stock, par value
$.01 per share.

         2.4      "Committee" means the Stock Option Committee appointed by the
Board in accordance with Section 4.1.

         2.5      "Company" means Healthdyne Information Enterprises, Inc., a
Georgia corporation.

         2.6      "Date of Grant" means the date on which an Option is granted
under the Plan.

         2.7.     "Fair Market Value" shall be the mean between the highest and
the lowest selling prices of the Common Stock quoted on the Nasdaq National
Market or on any other similar securities exchange on the day an Option is
granted hereunder or, in the absence of any reported sales on such day, the
first preceding day on which there were such sales. If the Common Stock is not
listed on the Nasdaq National Market or any similar exchange for the public
trading of securities, the Committee shall determine on a semi-annual basis the
Fair Market Value in whatever way it considers appropriate under the
circumstances taking into account the financial condition of the Company as
reflected in its financial statements and, if deemed appropriate by



                         
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the Committee, available independent third party (such as analysts) estimates of
such Fair Market Value. Any such determination of Fair Market Value shall remain
effective until the next semi-annual determination.

         2.8      "1934 Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

         2.9      "Nonqualified Stock Option" means a stock option granted under
the Plan which is not intended to meet the requirements of Section 422 of the
Code or any similar provision thereof.

         2.10     "Option" means a Nonqualified Stock Option granted under the
Plan.

         2.11     "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.

         2.12     "Parent" means any corporation which qualifies as a parent of
the Company under the definition of "parent corporation" in Section 424(e) of
the Code.

         2.13     "Plan" means this Healthdyne Information Enterprises, Inc.
Nonqualifed Stock Option Plan.

         2.14     "Stock Option Agreement" means an agreement between the
Company and an Optionee under which the Optionee may purchase Common Stock
thereunder.

         2.15     "Subsidiary" or "Subsidiaries" means a subsidiary corporation
or corporations of the Company as defined in Section 424(f) of the Code or any
partnership or joint venture in which the Company is a partner with at least a
majority ownership interest.

         2.16     "Substitute Option" means any Option granted pursuant to
Section 3.2.


                                   ARTICLE III

                                  PARTICIPANTS

         3.1      Eligibility. Options may be granted under the Plan to any
person who is or who agrees to become a director, officer, key employee of the
Company or any of its Subsidiaries, or a consultant, advisor or other person
providing services to the Company or its Subsidiaries. However, the Committee
shall not grant Options under the Plan to any officer or director of the
Company, unless shareholder approval of the Plan is obtained or shareholder
approval of the Plan is no longer required by applicable Nasdaq rules or other
applicable laws. The Committee may grant Options to such persons in accordance
with such determinations as the Committee from time to time in its sole
discretion may make. A member of the Committee shall not act on any
determination to grant an Option to such member and any such determination shall
be made by the other member or members of the Committee.




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         3.2      Substitute Options. Notwithstanding Section 3.1 hereof, the
Committee may grant Substitute Options under the Plan in substitution for stock
based awards held by persons who hold options to purchase the common stock of
another corporation which merges or consolidates with, or the stock or property
of which other corporation is acquired by, the Company or a Subsidiary. The
Committee may direct that the Substitute Options be granted on such terms and
conditions as the Committee considers appropriate under the circumstances.


                                   ARTICLE IV

                                 ADMINISTRATION

         4.1      Committee. The Plan shall be administered by a Committee
designated by the Board of Directors. Subject to the express provisions of the
Plan, the Committee shall have sole discretion and authority to determine from
among eligible directors, officers, key employees, advisors, consultants, other
persons providing services to the Company and persons eligible for Substitute
Awards, those to whom and the time or times at which Options may be granted and
the number of shares of Common Stock to be subject to each Option. Subject to
the express provisions of the Plan, the Committee shall also have complete
authority to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to it, to determine the details and provisions of each
Stock Option Agreement, and to make all determinations necessary or advisable in
the administration of the Plan. All such actions and determinations by the
Committee shall be conclusive and binding for all purposes and upon all persons.

         4.2      Majority Rule. A majority of the members of the Committee (or,
if less than three, all of the members) shall constitute a quorum, and any
action taken by a majority present at a meeting at which a quorum is present or
any action taken without a meeting evidenced by a writing executed by a majority
of the whole Committee shall constitute the action of the Committee.

         4.3      Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible directors,
officers, employees, consultants, advisors and other eligible participants,
their employment or engagement, death retirement, disability or other
termination of employment or engagement, and such other pertinent facts as the
Committee may require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties.


                                    ARTICLE V

                         SHARES OF STOCK SUBJECT TO PLAN

         5.1      Limitations. Subject to adjustment pursuant to the provisions
of Section 5.3 hereof, the number of shares of Common Stock which may be issued
and sold hereunder shall be One Million One Hundred Seventy-seven Thousand Nine
Hundred Thirty-four (1,177,934) 





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shares of Common Stock. Such shares may be either authorized but unissued
shares, shares issued and reacquired by the Company or shares bought on the
market for the purposes of the Plan.

         5.2      Options Granted Under the Plan. Options to purchase up to an
aggregate of 295,000 shares of Common Stock which were granted by the Company to
Phil Guy and James Morrison on February 15, 1996 and April 23, 1996 shall be
deemed to have been granted under this Plan. Shares of Common Stock with respect
to which an Option granted hereunder shall have been exercised shall not again
be available for the grant of an Option hereunder. If an Option granted
hereunder shall terminate for any reason (including, without limitation, the
surrender of the Option by the Optionee in connection with the grant of a new
Option on the same or different terms or the expiration of the Option for any
reason) without being wholly exercised, the number of shares to which such
Option termination relates shall again be available for grant hereunder.

         5.3      Antidilution. In the event that the outstanding shares of
Common Stock hereafter are changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation by
reason of merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock dividend, or in
the event that there should be any other stock splits, stock dividends or other
relevant changes in capitalization occurring after the effective date of this
Plan:

                  (a) The aggregate number and kind of shares subject to Options
which may be granted hereunder shall be adjusted appropriately;

                  (b) Rights under outstanding Options granted hereunder, both
as to the number of subject shares and the Option price per share, shall be
adjusted appropriately; and

                  (c) Where dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation is
involved, each outstanding Option granted hereunder shall terminate, but the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his Option in whole or in part,
to the extent that it shall not have been exercised, without regard to any
vesting or installment exercise provisions.

         The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, in accordance
with Treasury Regulation Section 1.425-1(a) or its successor regulation or
ruling such that the adjustment shall not cause a reissuance of the Option, and
any such adjustment may provide for the elimination of fractional share
interests.





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                                   ARTICLE VI

                                     OPTIONS

         6.1      Option Grant and Agreement. Each Option granted hereunder
shall be evidenced by minutes of a meeting or the written consent of the
Committee and by a written Stock Option Agreement dated as of the Date of Grant
and executed by the Company and the Optionee. The Stock Option Agreement shall
set forth such terms and conditions as may be determined by the Committee to be
consistent with the Plan, but may include additional provisions and
restrictions, provided that they are not inconsistent with the Plan. Nothing in
this Plan shall preclude the Committee from issuing or agreeing to issue new
Options to any holder upon the condition that all or any portion of such
holder's then outstanding Options be surrendered for cancellation regardless of
whether the exercise price of such new Options is higher or lower than, or the
other terms different from, the surrendered Options.

         6.2      Option Price. The per share Option price of the Common Stock
subject to each Option shall be determined by the Committee, provided that the
per share price shall not be less than the Fair Market Value of the Common Stock
on the Date of Grant.

         6.3      Option Period. Each Option granted hereunder may be granted at
any time after the effective date of the Plan and prior to the termination of
the Plan. The period for the exercise of each Option shall be determined by the
Committee, provided, however, that (i) except as otherwise expressly provided in
this Plan, the Committee may, in its discretion, terminate outstanding Options
or accelerate the exercise dates thereunder, upon sixty (60) days' written
notice given to the Optionee and (ii) the period during which each Option may be
exercised shall not be later than ten years from the Date of Grant.

         6.4      Option Exercise. Options may be exercised in whole at any
time, or in part from time to time, with respect to whole shares only, within
the period permitted for the exercise thereof, and shall be exercised by written
notice of intent to exercise the Option with respect to a specified number of
shares delivered to the Company at its principal office, and payment in full to
the Company at said office of the amount of the Option price for the number of
shares of the Common Stock with respect to which the Option is then being
exercised. In addition to and at the time of payment of the Option price,
Optionee shall pay to the Company or any Subsidiary in cash or in Common Stock,
the full amount, if any, that the Company or any Subsidiary is required to
withhold or pay under federal or state law with respect to the exercise of the
Option. Alternatively, the number of shares delivered by the Company upon
exercise of the Option shall be appropriately reduced to reimburse the Company
or the Subsidiary for such payment.

         6.5      Payment. The purchase price for shares of Common Stock
purchased upon exercise of Options shall be paid in cash, in shares of Common
Stock (not subject to limitations on transfer) valued at the Fair Market Value
of such shares on the trading day immediately preceding the date of purchase, or
a combination of cash and such Common Stock; provided that any shares of Common
Stock tendered for payment shall have been owned for a period of six (6) months
or such other period as in the opinion of the Committee shall be sufficient for
such shares to be considered "mature" shares for purposes of accounting for the
transaction.



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         6.6      Nontransferability of Option. No Option shall be transferred
by an Optionee otherwise than by will or the laws of descent and distribution.
During the lifetime of an Optionee the Option shall be exercisable only by him,
or, in the case of an Optionee who is mentally incapacitated, the Option shall
be exercisable by his guardian or legal representative.

         6.7      Effect of Death or Other Termination of Employment or
Engagement.

                  (a) Except as otherwise provided in this Section 6.7, if,
prior to a date thirty (30) days from the Date of Grant of an Option (or such
longer time as may be established by the Committee), an Optionee's employment
with the Company or a Subsidiary or engagement by the Company or a Subsidiary as
a director, officer, key employee, consultant or advisor shall be terminated for
any reason, or by the act of an Optionee, the Optionee's right to exercise such
Option shall terminate and all rights thereunder shall cease.

                  (b) If, on or after thirty (30) days from the Date of Grant
(or such longer time as may be established by the Committee), an Optionee's
employment with or engagement as a director, officer, key employee, consultant
or advisor by the Company or its Subsidiaries shall be terminated for any reason
other than death, permanent and total disability, for serious misconduct (as
hereinafter defined), or retirement, the Optionee shall have the right, during
the period ending sixty (60) days (or such longer time as may be established by
the Committee at the Date of Grant or afterwards) after such termination, to
exercise such Option to the extent that it was exercisable at the date of such
termination of employment or engagement and shall not have been exercised.

                  (c) If an Optionee shall die at any time after the Date of
Grant and while in the employ or engagement of the Company or its Subsidiaries
or within 60 days (or such length of time as may be established by the Committee
at the Date of Grant or afterwards) after termination of such employment or
engagement, the executor or administrator of the estate of the decedent or the
person or persons to whom an Option granted hereunder shall have been validly
transferred by the executor or the administrator pursuant to will or the laws of
descent and distribution shall have the right, during the period ending one year
after the date of the Optionee's death, to exercise the Optionee's Option to the
extent that it was exercisable at the date of termination of employment by death
or otherwise and shall not have been exercised.

                  (d) If an Optionee shall become permanently and totally
disabled or shall retire at any time after the Date of Grant, the Optionee (or
in the case of an Optionee who is mentally incapacitated, his guardian or legal
representative) shall have the right, during a period ending one year after such
retirement or disability, to exercise such Option to the extent that it was
exercisable at the date of termination of employment or engagement by retirement
or disability and shall not have been exercised.

                  (e) If an Optionee's employment with or engagement by the
Company or its Subsidiaries shall be terminated by the Company or any Subsidiary
for serious misconduct, the Optionee's right to exercise such Option shall
immediately terminate and all rights thereunder shall cease. For purposes of
this Plan, the term "serious misconduct" shall include, but not be limited to,
embezzlement or misappropriation of corporate funds, other acts of dishonesty,



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significant activities harmful to the reputation of the Company or the
Subsidiaries, a significant violation of Company or Subsidiary policy, willful
refusal to perform, or substantial disregard of, the duties properly assigned to
the Optionee, or a significant violation of any contractual, statutory or common
law duty of loyalty to the Company or the Subsidiaries.

                  (f) No transfer of an Option by the Optionee by will or by the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and acceptance by the
transferees of the terms and conditions of such Option.

         6.8      Rights of Shareholders. An Optionee or a transferee of an
Option shall have no rights as a shareholder with respect to any shares subject
to such Option prior to the purchase of such shares by exercise of such Options
as provided herein. Nothing contained herein or in the Stock Option Agreement
shall create an obligation on the part of the Company to repurchase any shares
of Common Stock purchased hereunder.

         6.9      Dividend or Distribution Equivalents. An Optionee, whether or
not his Options are exercisable, shall, in the sole discretion of the Committee,
if specifically approved by the Committee at the Date of Grant or at any time
thereafter, be entitled to receive a payment in cash, stock, rights, warrants,
assets or other securities from the Company, as and when cash dividends or other
distributions of stock, rights, warrants, assets or other securities are payable
or distributed to the holders of the Common Stock, in the amount equal to the
cash dividend or distribution which would be paid to said Optionee in respect of
all shares subject to such Options were such Optionee the holder of such shares
on the record date for such cash dividend or distribution.


                                   ARTICLE VII

                               STOCK CERTIFICATES

         7.1      Conditions. The Company shall not be required to issue or
deliver any certificate for shares of Common Stock purchased upon the exercise
of any Option granted hereunder or any portion thereof prior to fulfillment of
all of the following conditions:

                  (a) The completion of any registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body, or the receipt of a written representation that the shares to
be acquired upon such exercise are to be acquired for investment and not for
resale or with a view to the distribution thereof, which the Committee shall in
its sole discretion deem necessary or advisable;

                  (b) The obtaining of any approval or other clearance from any
federal or state governmental agency which the Committee shall in its sole
discretion determine to be necessary or advisable;



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                  (c) The lapse of such reasonable period of time following the
exercise of the Option as the Committee from time to time may establish for
reasons of administrative convenience; and

                  (d) Satisfaction by the Optionee of all applicable withholding
taxes or other withholding liabilities.

         7.2      Legends. The Company reserves the right to legend any
certificate for shares of Common Stock, conditioning sales of such shares upon
compliance with applicable federal and state securities laws and regulations.


                                  ARTICLE VIII

                 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

         The Board may at any time, upon recommendation of the Committee,
terminate and may at any time and from time to time and in any respect, amend or
modify the Plan; provided, however, that no such action shall impair the rights
of any holder of an Option theretofore granted; and further provided, that
(unless and until such time as shareholder approval is no longer required under
the 1934 Act, applicable exchange listing requirements or Nasdaq requirements
and applicable corporate law) no such action of the Board without approval of
the shareholders may:

                  (a) Increase the total number of shares of Common Stock
subject to the Plan, except as contemplated in Section 5.3 hereof;

                  (b) Change the manner of determining the Option price; or

                  (c) Change the class of people who may become participants in
the Plan; provided, further, that no termination, amendment, or modification of
the Plan shall in any manner affect any Option theretofore granted under the
Plan without the consent of the Optionee or transferee of the Option, shall
extend the maximum period during which Options may be exercised, or withdraw the
administration of the Plan from the Committee or the Board.


                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1      Employment or Engagement. Nothing in the Plan or in any Option
granted hereunder or in any Stock Option Agreement relating thereto shall confer
upon any director, officer, employee, advisor or consultant the right to
continue as such with the Company or any Subsidiary.



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         9.2      Other Compensation Plans. The adoption of the Plan shall not
affect any other stock option or incentive or other compensation plans in effect
for the Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees of
the Company or any Subsidiary.

         9.3      Plan Binding on Successors. The Plan shall be binding upon the
Company, its successors and assigns, and the Optionee, his executor,
administrator and permitted transferees.

         9.4      Singular, Plural, Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

         9.5      Headings, etc., Not Part of Plan. Headings of Articles and
Sections hereof are inserted for convenience and reference; they constitute no
part of the Plan.

         9.6      Compliance With Laws. The Plan, the grant and exercise of
Options hereunder and the obligation of the Company to sell and deliver shares
under such Options, shall be subject to all applicable laws, rules and
regulations, including, but not limited to, those of the United States and its
states, and to such approvals by any government or regulatory agency as may be
required.

         9.7      Governing Law. This Plan shall be construed and interpreted in
accordance with and governed by Georgia law.









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