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                                                    Exhibit 10I.3


               SUNQUEST INFORMATION SYSTEMS, INC.
             STOCK INCENTIVE PLAN OF 1996, AS AMENDED


1.   Purpose of the Plan.
     -------------------

The purpose of the Sunquest Information Systems, Inc. Stock
Incentive Plan of 1996, as amended, is to promote the interests
of Sunquest Information Systems, Inc. and its shareholders by
providing an opportunity for employees of the Company and its
subsidiaries and other eligible persons to acquire Common Stock
of the Company.  By promoting such stock ownership, the Company
seeks to attract, retain and motivate such employees and other
persons and to encourage them to devote their best efforts to the
business and financial success of the Company.  It is the view of
the Company that this purpose will be best achieved by granting
certain forms of stock-based incentives and stock options as
provided herein.  Under the Plan, the Committee shall have the
authority to grant incentive stock options, nonqualified stock
options, restricted stock and stock appreciation rights on the
terms set forth herein.

2.   Definitions.
     -----------

For purposes of the Plan, the following terms shall have the
meanings set forth below, unless a different meaning is clearly
required by the context:

2.1  "Award" means an Option, SAR or Restricted Stock.

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

2.3  "Change in Control" means the occurrence of any of the
     following events:

          (i)  there is a report filed on Schedule 13D or
               Schedule 14D-1 (or any successor schedule, form,
               or report), each as adopted under the Exchange
               Act, disclosing the acquisition of twenty-five
               percent (25%) or more of the voting stock of the
               Company in a transaction or series of transactions
               by any person (as the term "person" is used in
               Section 13(d) and Section 14(d)(2) of the Exchange
               Act),

          (ii) during any period of twenty-four (24) consecutive
               calendar months, individuals who at the beginning
               of such period constitute the directors of the
               Company cease for any reason to constitute at
               least a majority thereof unless the election of
               each new director of the Company was approved or
               recommended by the vote of at least two-thirds of
               the directors of the Company then still in office
               who were directors of the Company at the beginning
               of any such period,

         (iii) the Company merges with or into or consolidates with
               another corporation and, after giving effect to such
               merger or consolidation, less than sixty percent (60%)
               of the then outstanding voting securities of the surviving or
               resulting corporation represent or were issued in
               exchange for voting securities of the

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               Company outstanding immediately prior to such merger or
               consolidation,

          (iv) there is a sale, lease, exchange, or other
               transfer (in one transaction or a series of
               related transactions) of all or substantially all
               the assets of the Company, or

          (v)  the shareholders of the Company shall approve any
               plan or proposal for the liquidation or
               dissolution of the Company.

2.4  "Code" means the Internal Revenue Code of 1986, as amended
     from time to time, and any regulations and rulings issued
     pursuant thereto.

2.5  "Committee" means the committee appointed by the Board to
     administer the Plan as described in Section 4.1 hereof or,
     if no such committee has been appointed by the Board,
     "Committee" means the Board.

2.6  "Common Stock" means the Common Stock of the Company.

2.7  "Company" means Sunquest Information Systems, Inc., a
     Pennsylvania corporation.

2.8  "Disability" means an inability to engage in any
     substantial gainful activity by reason of any medically
     determinable physical or mental impairment that may be
     expected to result in death or which has lasted or can be
     expected to last for a continuous period of not less than
     twelve (12) months.  The determination of Disability shall
     be made by the Committee on the basis of medical evidence
     satisfactory to it.

2.9  "Eligible Independent Contractor" means an independent
     contractor hired by the Company or a Subsidiary to provide
     consulting services or management advice on a regular basis
     for the Company or Subsidiary.

2.10 "Employee" means a person who is employed by the Company or
     any Subsidiary (including directors).

2.11 "Exchange Act" means the Securities Exchange Act of 1934,
     as amended from time to time, and the rules promulgated
     thereunder by the Securities and Exchange Commission.

2.12 "Fair Market Value" means, as of any day, the average of
     the closing prices of sales of shares of Common Stock on
     all national securities exchanges on which the Common Stock
     may at the time be listed or, if there shall have been no
     sales on such day, the average of the highest bid and
     lowest asked prices on all such exchanges at the end of
     such day, or if on any day the Common Stock shall not be so
     listed, the average of the representative bid and asked
     prices quoted in the National Association of Securities
     Dealers, Inc. Automated Quotation ("NASDAQ") System for
     such date or the next preceding date that Common Stock was
     traded on such market.  If at any time there is no public
     market for the Common Stock, the fair market value of a
     share of Common Stock shall be the amount determined in
     good faith by the Committee.

2.13 "ISO" means an Option which, at the time granted,
     constitutes and shall be treated as an "incentive stock
     option" as defined in Section 422 of the Code, or its
     successor.

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2.14 "NSO" means an Option that is intended to be, and qualifies
     as, a "non-qualified stock option" as described in Treasury
     Regulation Section 1.83-7 (and which shall not constitute
     nor be treated as an ISO).

2.15 "Option" means a right to purchase Common Stock granted
     pursuant to the Plan either in the form of an ISO granted
     to an Employee or a NSO granted to an Employee or Eligible
     Independent Contractor.

2.16 "Optionee" means an Employee or Eligible Independent
     Contractor to whom an Option is granted under the Plan.

2.17 "Option Price" means the purchase price for Common Stock
     under an Option, as determined in Section 6.1(b) of the
     Plan.

2.18 "Plan" means the Sunquest Information Systems, Inc. Stock
     Incentive Plan of 1996, as set forth in this document, as
     the same may be amended from time to time.

2.19 "Recipient" means an Employee or Eligible Independent
     Contractor to whom an Award is granted under the Plan.

2.20 "Restricted Stock" means an award of shares of Common Stock
     that is subject to restrictions pursuant to Section 8 of
     the Plan.

2.21 "Rules" means Section 16 of the Exchange Act and the
     regulations promulgated thereunder by the Securities and
     Exchange Commission.

2.22 "Stock Appreciation Rights" or "SAR" means the rights
     granted pursuant to an award under Section 7 of the Plan.

2.23 "Subsidiary" means any corporation which, on the date of
     determination, qualifies as a subsidiary corporation of the
     Company under Section 424 of the Code, or any successor
     provision.

Except where otherwise indicated by the context, any masculine
terminology used herein shall also include the feminine and vice
versa, and the definition of any term herein in the singular
shall also include the plural and vice versa.

3.   Stock Subject to the Plan.
     -------------------------

3.1  The maximum number of shares of Common Stock for which
     Awards may be granted under the Plan shall not exceed in
     the aggregate three million eight hundred thousand
     (3,800,000) shares of Common Stock, subject to adjustment
     pursuant to Section 3.2 below.  Such shares may be
     authorized but unissued shares, treasury shares, or
     reacquired shares.  In the event the number of shares of
     Common Stock for which Awards are granted under the Plan
     (taking into account the share counting requirements
     established under the Rules) equals the maximum number of
     shares of Common Stock authorized under the Plan, no
     further Awards shall be made unless the Plan is amended (in
     accordance with the Rules, if applicable) or additional
     shares of Common Stock become available for further Awards.
     In the event that an Option

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     expires (or otherwise terminates unexercised) or is converted under
     Section 6.2 of the Plan, the Common Stock subject to Option shall again
     be available for subsequent Awards.

3.2  In the event of any change to the Common Stock (whether by
     reason of merger, consolidation, reorganization,
     recapitalization, stock dividend, stock split, combination
     of shares, exchange of shares or any other change in
     capital structure made without receipt of consideration),
     then unless such event or change results in the termination
     of all outstanding Awards, the Committee shall preserve the
     value of Awards by appropriately adjusting the number or
     classes of shares that may be subject to Awards, the number
     or classes of shares theretofore subject to Awards, the
     Option Price for Options or the per share price of SARs
     theretofore granted, and by making any and all other
     adjustments deemed appropriate by the Committee.

4.   Administration of the Plan.
     --------------------------

4.1  The Plan shall be administered by the Board or by a
     committee of two (2) or more members of the Board who shall
     be appointed by the Board and who shall serve at the
     pleasure of the Board.

4.2  The Committee shall, subject to the limitations and terms
     of the Plan, have the authority:

     (a)  to determine the Recipients of Awards,

     (b)  to determine the number of shares to be covered by each
          Award,

     (c)  to determine the terms, conditions, limitations and
          restrictions, not inconsistent with the terms of the
          Plan, of Awards (including, without limitation, whether
          any Option to be granted shall be an ISO or a NSO and
          the time and conditions for the exercise of Options);

     (d)  to determine the form of the consideration that may be
          used to purchase shares of Common Stock upon the
          exercise of any Option,

     (e)  to amend the terms of any outstanding Awards (with the
          consent of the Recipient) to reflect terms not
          otherwise inconsistent with the Plan, including
          amendments concerning vesting, acceleration,
          forfeiture, or waiver regarding any Award or the
          extension of a Recipient's right under an Award, as a
          result of termination of employment or service (or
          otherwise), based on such factors as the Committee
          shall determine in its sole discretion.

4.3  Notwithstanding Section 4.2(b) above, the maximum number of
     shares of Common Stock for which Options and SARs may be
     granted to any Employee under the Plan shall not exceed, in
     the aggregate, one million five hundred thousand
     (1,500,000) shares of Common Stock during any one calendar
     year period.

4.4  The Committee shall have the authority to adopt, alter and
     repeal such administrative rules, guidelines and practices
     governing the Plan as it shall, from time to time, deem
     advisable, and to interpret the terms and provisions of the
     Plan and any Award (and any agreements relating thereto and
     to otherwise supervise the administration of the Plan).
     All decisions made by the Committee pursuant to the
     provisions of the Plan shall be final and binding on all persons,

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     including the Company, any Subsidiary, and the
     Recipients.  No member of the Committee shall be liable for
     any action taken or decision made in good faith relating to
     the Plan or any Award.

4.5  It is intended that the Plan comply with Rule 16b-3 under
     the Exchange Act and all interpretations of the Plan shall
     be consistent with such Rule and the Exchange Act.  In
     order to maintain compliance with such Rule and the
     Exchange Act, the Committee may make such rules and impose
     such limitations as it deems advisable.

5.   Eligibility to Participate in the Plan.
     --------------------------------------

5.1  The Committee may grant NSOs, SARs and Restricted Stock to
     any Employee or Eligible Independent Contractor.  The
     Committee may grant ISOs to any Employee.  The Committee
     shall have the sole authority to select the Recipients of
     Awards and the type of Award.  Recipients of Awards shall
     be selected by the Committee from among those Employees and
     Eligible Independent Contractors who, in the opinion of the
     Committee, have the capacity to contribute significantly to
     the long-term value-added performance and growth of the
     Company or Subsidiary.

5.2  No award may be granted to an Employee or Eligible
     Independent Contractor within six months of his expected
     retirement date (or expected date of termination of
     employment or service).

6.   Options.
     -------

6.1  Options may be granted alone, in addition to, or in tandem
     with other Awards.  Options granted under the Plan shall be
     in such form as the Committee may from time to time
     approve.  The terms and conditions of each Option granted
     under the Plan shall be specified by the Committee and
     shall be set forth in a written agreement between the
     Company and the Optionee in such form as the Committee
     shall approve (the "Option Agreement").  The terms and
     conditions of each Option need not be identical to those of
     any other Option granted hereunder.  Each Option Agreement
     shall contain the following terms and conditions, and such
     other terms and conditions, not inconsistent with the
     purpose of the Plan and the requirements of applicable law,
     as the Committee shall determine:

     (a)  Each Option Agreement shall state the total number of
          shares of Common Stock to which the Option relates.

     (b)  Each Option Agreement shall state the Option Price per
          share for the Common Stock to which the Option relates,
          which shall not be less than the Fair Market Value per
          share of the Common Stock on the date the Option is
          granted, except for certain ISOs described in
          Subsection 6.1(j) hereof.

     (c)  Each Option Agreement shall state the expiration date
          of the Option to which it relates, which date shall not
          be later than the tenth anniversary of the date that
          the Option is granted, except for certain ISOs
          described in Subsection 6.1(j) hereof.  No Option may
          be exercised by any person after expiration of the term
          of the Option.

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     (d)  Each Option Agreement shall state the time or times at
          which Options shall be exercisable and the terms and
          conditions applicable to such exercise, all as
          determined by the Committee; provided, however, that
          except as provided below in Section 6.1(f), (g) and (h)
          and in Section 11.1, and unless otherwise determined by
          the Committee at or after the date of the grant, no
          Option shall be exercisable for a period of six (6)
          months from the date of grant.

     (e)  Upon termination of an Optionee's employment or service
          with the Company and Subsidiaries for reasons other
          than termination at or after age 65, Disability or
          death, the Optionee's Option shall, unless expressly
          provided otherwise in the Option Agreement, expire on
          the date of such termination.

     (f)  If an Optionee's employment or service with the Company
          and Subsidiaries terminates at or after age 65, then
          unless expressly provided otherwise in the Option
          Agreement, the Optionee may exercise the Option to the
          extent exercisable at the date of such termination
          until the earlier of (i) the expiration date of the
          Option, or (ii) the one hundred eightieth (180) day
          following such termination.

     (g)  In the event of the death of the Optionee while in the
          employment or service of the Company or Subsidiary,
          then unless expressly provided otherwise in the Option
          Agreement, the Option may be exercised, to the extent
          the Optionee was entitled to do so on the date of his
          death, by the person or persons to whom the Optionee's
          rights under the Option pass by will or by applicable
          law, or if no such person has such right, by his
          executors or administrators, until the earlier of (i)
          the expiration date of the Option, or one (1) year
          after the Optionee's death.

     (h)  If an Optionee's employment or service with the Company
          and Subsidiaries terminates by reason of Disability,
          then unless expressly provided otherwise in the Option
          Agreement, the Optionee may exercise the Option to the
          extent exercisable at the date of such termination
          until the earlier of (i) the expiration date of the
          Option, or (ii) one (1) year after the date of such
          termination.

     (i)  The Option Price may be paid, as permitted by the
          Committee, in cash or check (payable to the order of
          the Company), in shares of Common Stock already owned
          by the Optionee having a total Fair Market Value equal
          to the purchase price, by sale of shares of Common
          Stock acquired in the exercise of an Option (to the
          extent such cashless exercise is permitted by the
          Committee and under the Rules), or any combination
          thereof approved by the Committee.  If payment of the
          exercise price of an Option is made in whole or in part
          in shares of Common Stock already owned by the
          Optionee, the Committee may require that the stock be
          owned for a period of at least six (6) months.
          Following the exercise of an Option and the payment of
          the full Option price, the Company shall issue a stock
          certificate evidencing the Optionee's ownership of such
          Common Stock.  No shares shall be delivered pursuant to
          any exercise of an Option until payment in full of the
          Option Price is received by the Company.

     (j)  Any Option intended to be an ISO shall be designated as
          such in the applicable Option Agreement.  No ISO shall
          be granted to any Employee who, at the time the Option
          is granted, owns more than 10% of the total combined
          voting power of all classes of stock of the Company or
          of its parent corporation (within the meaning of Section 424(e) of

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          the Code) or Subsidiary, unless the
          Option Price is at least 110% of the Fair Market Value
          of the Common Stock subject to the ISO on the date of
          grant and the Option by its terms is not exercisable
          after the expiration of five years from the date the
          Option is granted.  In addition, as determined at the
          time an ISO is granted, the aggregate Fair Market Value
          of the Common Stock subject to the ISO (under all plans
          of the Company and of its parent corporation and
          Subsidiaries) first exercisable in any calendar year
          shall not exceed one hundred thousand dollars
          ($100,000).

     (k)  Options by their terms shall not be transferable other
          than by will or the laws of descent and distribution,
          and during an Optionee's lifetime, shall be exercisable
          only by the Optionee.

6.2  The Committee may, in its sole discretion, elect to cash
     out all or part of the Common Stock to be exercised under
     an Option by paying the Optionee an amount, in cash, equal
     to the excess of the Fair Market Value of the Common Stock
     over the Option Price on the effective date of such
     exercise.  If this conversion right is exercised, an
     Optionee shall forfeit all other rights associated with
     such converted Option.

7.   Stock Appreciation Rights.
     -------------------------

7.1  Grant of SARs.  The Committee may grant Stock Appreciation
     -------------
     Rights separate and apart from, or in tandem with, any
     Option granted under the terms of the Plan.  When granted
     in tandem with Options, SARs may be granted with respect to
     all or part of the Common Stock under a particular Option,
     and may be granted coincident with or after the date of
     grant of the related Option.

7.2  Exercise of SARs.  SARs may be exercised from time to time
     ----------------
     by written notice from the holder thereof to the Company of
     the holder's intent to exercise the SARs with respect to a
     specified number of shares.  SARs shall entitle the holder
     thereof, upon exercise, in whole or in part, to receive
     payment in the amount and form determined pursuant to
     Section 7.3(c).  SARs granted in tandem with Options may be
     exercised only to the extent that the related Option has
     not been exercised.  The exercise of a tandem SAR shall
     result in a pro rata surrender of the related Option to the
     extent that the tandem SAR has been exercised.  Similarly,
     the exercise of a related Option shall result in a pro rata
     surrender of the tandem SAR to the extent that the Option
     has been exercised.

7.3  Terms and Conditions.  The grant of SARs shall be evidenced
     --------------------
     by a written SAR agreement in a form approved by the
     Committee.  Each SAR agreement shall be consistent with the
     following express terms and conditions, and shall include
     such other terms and conditions, consistent with the
     purposes of the Plan and the requirements of applicable
     law, as the Committee shall determine:

     (a)  SARs shall be exercisable at such time or times and
          only to the extent specified in the SAR agreement.
          SARs shall in no event be exercisable during the first
          six (6) months after the date of grant.

     (b)  SARs shall not be transferable other than by will or by
          the laws of descent and distribution, and during the
          holder's lifetime, shall be exercisable only by the
          holder.

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     (c)  Upon exercise of SARs, the holder thereof shall be
          entitled to receive an amount equal to the excess of
          (i) the Fair Market Value per share of Common Stock on
          the day preceding the exercise date over (ii) the price
          per share stated in the SAR agreement for a SAR not
          granted in tandem with an Option or the Option Price
          per share of any related Option for a SAR granted in
          tandem with an Option, multiplied by the number of
          shares in respect of which the SARs shall have been
          exercised.  Such amount shall be paid, as determined by
          the Committee, in the form of (i) cash, (ii) shares of
          Common Stock with a Fair Market Value on the day
          preceding the exercise date equal to such amount, or
          (iii) a combination of cash and such Common Stock.

     (d)  In no event shall a SAR be exercisable at a time when
          the Fair Market Value per share of Common Stock is less
          than the price per share stated in the SAR agreement
          for a SAR not granted in tandem with an Option or the
          Option Price per share of any related Option for a SAR
          granted in tandem with an Option.

     (e)  SARs shall terminate in accordance with the rules in
          Section 6.1(c), (e), (f), (g), and (h) hereof regarding
          termination of Options.

8.   Restricted Stock.
     ----------------

8.1  Rights As A Stockholder.  The grant of Restricted Stock
     -----------------------
     shall be evidenced by a Restricted Stock agreement issued
     in accordance with Section 8.2.  The Committee shall direct
     that a certificate or certificates for Restricted Stock be
     issued to the grantee, and registered in the name of the
     grantee, who shall have all the rights of a shareholder
     with respect to the Restricted Stock subject to such
     restrictions set forth in the Restricted Stock agreement.
     The certificate or certificates representing the Restricted
     Stock shall be inscribed with a legend as to the
     restrictions on sale, transfer, assignment, pledge or other
     encumbrance during the restricted period as the Committee
     may impose, and may, if the Committee in its sole
     discretion should direct, be delivered to and held during
     the restricted period by the Company, together with a stock
     power endorsed in blank by the grantee.

8.2  Restrictions.  Each Restricted Stock agreement shall
     ------------
     include such terms and conditions, including with respect
     to the restricted period, restrictions on sale, transfer,
     assignment, pledge, or other encumbrance, forfeiture and
     vesting, that are consistent with the purposes of the Plan
     and the requirements of applicable law, as the Committee
     shall determine at the time of granting the Restricted
     Stock.  Any new, additional or different shares or
     securities resulting from any change to the Common Stock
     under Section 3.2 shall be subject to the same terms,
     conditions and restrictions contained in the Restricted
     Stock agreement to which the Restricted Stock was subject
     immediately prior to such change.  The Committee may, in
     its discretion, remove, modify or accelerate the release of
     restrictions on any Restricted Stock in the event of
     hardship or of Disability of the grantee while employed or
     in the service of the Company or Subsidiary, or for such
     other reasons as the Committee may deem appropriate in the
     event that the grantee ceases to be in employment or
     service with the Company and Subsidiaries.  In the event of
     the grantee's death following the delivery of Restricted
     Stock, the personal representative of the grantee's estate
     or the person or persons to whom the Restricted Stock shall
     have passed by bequest or the laws of descent and
     distribution shall take such Restricted Stock subject to
     the same terms, conditions and restrictions in effect at
     the time of the grantee's death, to the extent applicable.

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9.   Amendment and Termination.
     -------------------------

     The Board may amend or discontinue the Plan at any time and
     for any reason (either by resolution or unanimous consent),
     but no amendment or discontinuation shall be made which
     would impair a Recipient's rights under an Award
     theretofore granted without the Recipient's consent, or
     which, without approval of the Company's shareholders,
     would require shareholder approval under the Rules.

     The Committee may amend the terms of any Award theretofore
     granted prospectively or retroactively, but no such
     amendment shall impair the rights of the Recipient of the
     Award without the Recipient's consent.  The power to amend
     the terms of any Award shall include, without limitation,
     the power to reduce the Option Price of any Award, provided
     that the reduced Option Price shall not be less than the
     Fair Market Value per share of the Common Stock on the date
     of the amendment of the Award.

10.  Unfunded Status of the Plan.
     ---------------------------

     The Plan is an unfunded plan for incentive compensation.
     With respect to any payments not yet made to a Recipient,
     the Recipient shall not have any rights that are greater
     than those of a general creditor of the Company.  In its
     sole discretion, the Committee may authorize the creation
     of trusts or other arrangements to meet the obligations
     created under the Plan and to deliver Common Stock or
     payments in lieu thereof with respect to any Awards.

11.  General Provisions.
     ------------------

11.1 The Committee, in its sole discretion, may provide at the
     time of granting any Award that the terms of the Award,
     including but not limited to, the date on which an award
     vests or becomes exercisable, may be modified in the event
     of a Change in Control.

11.2 Each Award may provide that the recipient shall deliver to
     the Committee, upon demand by the Committee, at the time of
     delivery of any certificates representing shares of Common
     Stock a written representation that the shares are to be
     acquired for investment and not for resale or with a view
     to the distribution thereof.  Upon such demand, delivery of
     such representation prior to delivery of any shares shall
     be a condition precedent to the right of the Recipient (or
     any other person) to acquire any shares.

11.3 Nothing contained in the Plan shall prevent the Board from
     adopting other or additional compensation arrangements
     (subject to shareholder approval, if such shareholder
     approval is required) of general applicability or
     otherwise.

11.4 Neither the Plan nor any Award shall confer upon any
     Recipient any right to continued employment or service with
     the Company or Subsidiary and shall not interfere in any
     way with the right of the Company or Subsidiary to
     terminate its relationship with any of its employees,
     directors or independent contractors at any time.

11.5 No later than the date as of which an amount first becomes
     includible in the gross income of a Recipient for
     applicable income tax purposes with respect to any Award,
     the Recipient shall pay to the Company or make arrangements
     satisfactory to the Committee regarding the payment of any
     federal, state or local taxes of any kind required by law
     to be withheld with

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     respect to such amount.  Unless otherwise determined by the Committee,
     the minimum required withholding obligations may be settled with Common
     Stock, including Common Stock that is subject to the Award that
     gives rise to the withholding requirement.  The obligations
     of the Company under the Plan shall be conditioned upon
     such payment or arrangements and the Company shall to the
     extent permitted by law have the right to deduct any such
     taxes from any payment of any kind otherwise due to the
     Recipient.

11.6 The Committee shall establish such procedures as it deems
     appropriate for a Recipient to designate a beneficiary to
     whom any amount payable in the event of the Recipient's
     death are to be paid.

11.7 An Award shall be subject to the condition that any payment
     thereunder is subject to any listing or registration of the
     shares of Common Stock subject to the Award, any consent or
     approval of any governmental body, or any other agreement
     or consent that the Committee determines is necessary or
     desirable for such payment.

11.8 The actions of the Committee (including without limitation
     the determination of Recipients and the terms and
     conditions of any Awards) need not be uniform and may be
     undertaken selectively whether or not the Recipients are
     similarly situated.

11.9 The existence of Awards shall not effect in any way the
     right or the power of the Company or its shareholders to
     make or authorize any or all adjustments,
     recapitalizations, reorganizations or other changes in the
     Company's capital structure or its business, or any merger
     or consolidation of the Company, or any issue of bonds,
     debentures, preferred or prior preference stocks ahead of
     or effecting the Common Stock or the rights thereof, or the
     dissolution or liquidation of the Company, or any sale or
     transfer of all or any part of its assets or business, or
     any other corporate act or proceeding, whether of a similar
     character or otherwise.

11.10 The Plan shall be governed by and subject to all applicable
      laws and to the approvals by any governmental agency as may
      be required.

11.11 If any provision of the Plan shall be illegal or invalid
      for any reason, such illegality or invalidity shall not
      affect the remaining provisions of the Plan, but the Plan
      shall be construed and enforced as if such illegal or
      invalid provision had never been included herein.

11.12 In addition to such other rights of indemnification as they
      may have as directors or employees of the Company or
      Subsidiary, the members of the Board and members of the
      Committee shall be indemnified by the Company against the
      reasonable expense, including attorney's fees, actually and
      necessarily incurred in connection with the defense of any
      action, suit or proceeding, or in connection with any
      appeal thereof, to which they or any of them may be a party
      by reason of any action taken or failure to act under or in
      connection with the Plan or any Award, and against all
      amounts paid by them in settlement therefor (provided such
      settlement is approved by independent legal counsel
      selected by the Company) or paid by them in satisfaction of
      a judgment in any such action, suit or proceeding, except
      in relation to matters as to which it shall be adjudicated
      in such action, suit or proceeding, that such member is
      liable for negligence or misconduct in the performance of
      his duties; provided that within sixty (60) days after
      institution of any such action, suit or proceeding, a
      member shall in writing offer the Company the opportunity,
      at its own expense, to handle and defend the same.

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<PAGE>

12.  Effective Date and Term of the Plan.
     -----------------------------------

     The Plan became effective upon approval of the Plan by the
     Company's shareholders on March 25, 1996.  No Awards shall
     be granted pursuant to the Plan on or after March 25, 2006,
     but Awards granted prior to such date may extend beyond
     that date.


                         Date originally approved by the
                         Board of Directors and Stockholders: March 25, 1996

                         Dates amended by the Board of Directors:
                         November 8, 1996, April 3, 1997 and March 12, 1998

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