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                                                                  EXHIBIT 10.5.1


The following changes to the IMNET Systems, Inc. Employee Stock Option and
Rights Plan ("1993 Plan") were approved by the Board of Directors, effective
September 9, 1996:

1.       Section 1.(h) is hereby deleted in its entirety and the following
inserted in lieu thereof:

         (h) "Disinterested Person" shall mean a "non-employee director" as
defined in Rule 16b3 as promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended
effective August 15, 1996, or any successor definition of a "non-employee
director" adopted by the Commission.

2.       Section 5(k) is hereby deleted in its entirety and the following
substituted in lieu thereof:

         (k) Certain Recapitalizations. In general, if the Company is merged
into or consolidated with another corporation under circumstances in which the
Company is not the surviving corporation, or if the Company is liquidated, or
sells or otherwise disposes of substantially all of its assets to another
corporation (any such merger, consolidation, etc., being hereinafter referred to
as a "Non-Acquiring Transaction") while unexercised options are outstanding
under the Plan, after the effective date of a Non-Acquiring Transaction each
holder of an outstanding option shall be entitled, upon exercise of such option,
to receive such stock, or other securities as the holders of the same class of
stock as those shares subject to the option shall be entitled to receive in such
Non-Acquiring Transaction based upon the agreed upon conversion ratio or per
share distribution. However, any limitations on exercisability of options owned
by executive officers or the Company shall be waived, and options of
non-executive officers may be waived (in the discretion of the Committee), so
that all such options, from and after a date prior to the effective date of such
Non-Acquiring Transaction shall be exercisable in full. Furthermore, the right
to exercise shall, in the case of executive officers, and may (in the discretion
of the Committee), in the case of other option holders, be given to each holder
(by written notice) of an option during a 15-day period preceding the effective
date of such Non-Acquiring Transaction. Any outstanding options not exercised
within such 15-day period may be canceled by the Committee as of the effective
date of any such Non-Acquiring Transaction, as specified in the 15-day notice.
To the extent that the foregoing adjustments relate to stock or securities of
the Company, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.

The following changes to the 1993 Plan were approved by the Board of Directors
on September 9, 1996, subject to stockholder approval. They were approved by the
stockholders on December 19, 1996.

1.       The first paragraph of Section 3 is hereby deleted in its entirety, and
the following substituted in lieu thereof;

         The total number of shares of Stock reserved and available for
distribution under the Plan shall be 1,590,000 shares. Such shares may consist,
in whole or in part, of authorized and unissued shares or treasury shares.



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2.       Section 8 is hereby deleted in its entirety, and the following
substituted in lieu thereof;

         SECTION 8. AMENDMENTS AND TERMINATION

         The Board may amend, alter, or discontinue the Plan, but, except as
otherwise provided herein, no amendment, alteration, or discontinuation shall be
made which would impair the rights of an optionee or participant under a Stock
Option, Stock Appreciation Right or Other Stock-Based Award theretofore granted.

         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices.

         Subject to the above provisions, the Board shall have broad authority
to amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.



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