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                                                                  EXHIBIT 10I.1

                       SUNQUEST INFORMATION SYSTEMS, INC.
                        STOCK INCENTIVE PLAN OF 1996/1/


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

The purpose of the Sunquest Information Systems, Inc. Stock Incentive Plan of
1996 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,


-----------------------------
/1/  as amended by the Board of Directors on November 8, 1996.

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     (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 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.

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     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.

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.
     ------------------------- 

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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 two million five
     hundred thousand (2,500,000) 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
     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

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          employment or service (or otherwise), based on such factors as the
          Committee shall determine in its sole discretion.

4.3  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, 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.

4.4  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.

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     (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.

     (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

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          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 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

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     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.

     (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

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     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.

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.

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.

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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 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.

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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.

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

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


                                    Date Approved by
                                    Board of Directors:  March 25, 1996

                                    Date Approved by
                                    Stockholders:  March 25, 1996

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