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                                 EXHIBIT 10.13

                                 MEDIRISK, INC.

                          1998 LONG-TERM INCENTIVE PLAN


     Unless otherwise herein defined, all proper terms as used herein shall have
the meanings given thereto in Article III hereof.


                                    ARTICLE I

                                     PURPOSE

     The purpose of this Medirisk, Inc. 1998 Long-Term Incentive Plan (the
"Plan") is to promote the success, and enhance the value, of Medirisk, Inc. (the
"Corporation"), by linking the personal interests of its employees, officers and
directors to those of Corporation stockholders and by providing its employees,
officers and directors with an incentive for outstanding performance. The Plan
is further intended to provide flexibility to the Corporation in its ability to
motivate, attract, and retain the services of employees, officers and directors
upon whose judgment, interest, and special effort the successful conduct of the
Corporation's operation is largely dependent. Accordingly, the Plan permits the
grant of incentive awards from time to time to selected employees, officers and
directors


                                   ARTICLE II

                                 EFFECTIVE DATE

     The Plan shall be effective as of the date upon which it shall be approved
by the Board. However, the Plan shall be submitted to the stockholders of the
Corporation for approval within twelve (12) months of the Board's approval
thereof. No Incentive Stock Options granted under the Plan may be exercised
prior to approval of the Plan by the stockholders, and if the stockholders fail
to approve the Plan within twelve months of the Board's approval hereof, any
Incentive Stock Options previously granted hereunder shall be automatically
converted to Nonqualified Stock Options without any further act. In the
discretion of the Committee, Awards may be made to Covered Employees which are
intended to constitute qualified performance-based compensation under Code
Section 162(m). Any such Awards shall be contingent upon the stockholders having
approved the Plan.




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                                   ARTICLE III

                                   DEFINITIONS

     When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or
phrase shall generally be given the meaning ascribed to it in this Article or in
Article I unless a clearly different meaning is required by the context. The
following words and phrases shall have the following meanings:

     (A) "AWARD" means any Option, Stock Appreciation Right, Restricted Stock
Award, Performance Share Award, Dividend Equivalent Award, or Other Stock-Based
Award, or any other right or interest relating to Stock or cash, granted to a
Participant under the Plan.

     (B) "AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing an Award.

     (C) "BOARD" means the Board of Directors of the Corporation.

     (D) "CHANGE-IN-CONTROL" means and includes each of the following:

          (1) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of
     beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the 1934 Act) of fifty (50%) percent or more of the combined voting power
     of the then- outstanding voting securities of the Corporation entitled to
     vote generally in the election of directors (the "Outstanding Corporation
     Voting Securities"); provided, however, that for purposes of this
     subsection (1), the following acquisitions shall not constitute a
     Change-in-Control: (i) any acquisition by a Person who is on the Effective
     Date the beneficial owner of twenty-five (25%) percent or more of the
     Outstanding Corporation Voting Securities, (ii) any acquisition directly
     from the Corporation, (iii) any acquisition by the Corporation, (iv) any
     acquisition by any employee benefit plan (or related trust) sponsored or
     maintained by the Corporation or any corporation controlled by the
     Corporation, or (v) any acquisition by any corporation pursuant to a
     transaction which complies with clauses (i), (ii) and (iii) of subsection
     (3) of this definition; or

          (2) Individuals who, as of the Effective Date, constitute the Board
     (the "Incumbent Board") cease for any reason to constitute at least a
     majority of the Board; provided, however, that any individual becoming a
     director subsequent to the Effective Date whose election, or nomination for
     election by the Corporation's shareholders, was approved by a vote of at
     least a majority of the directors then comprising the Incumbent Board shall
     be considered as though such individual were a member of the Incumbent
     Board, but excluding, for this purpose, any such individual whose initial
     assumption of office occurs as a result of an actual or threatened election
     contest with respect to the election or removal of directors or other
     actual or threatened solicitation of proxies or consents by or on behalf of
     a Person other than the Board; or

          (3) Consummation of a reorganization, merger or consolidation or sale
     or other disposition of all or substantially all of the assets of the
     Corporation (a "Business Combination"), in each case, unless, following
     such Business Combination, (i) all or substantially all of the individuals
     and entities who were the beneficial owners of the Outstanding Corporation
     Voting Securities immediately prior to such Business Combination
     beneficially own, directly or indirectly, more than 50% of the combined
     voting power of the then outstanding voting securities entitled to vote
     generally in the election of directors of the corporation resulting from
     such Business Combination (including, without limitation, a corporation
     which as a result of such transaction owns the Corporation or all or
     substantially all of the Corporation's assets either directly or through
     one or more subsidiaries) in substantially the same proportions as their
     ownership, immediately prior to such Business Combination of the
     Outstanding Corporation Voting Securities, and (ii) no Person (excluding
     any corporation resulting from such Business Combination or any employee
     benefit plan (or related trust) of the Corporation or such corporation
     resulting from such Business Combination) beneficially owns, directly or
     indirectly, 25% or more of the combined voting power of the then
     outstanding voting securities of such corporation except to the extent that
     such ownership existed prior to the Business Combination, and (iii) at
     least a majority of the members of the board of directors of the
     corporation resulting from such Business Combination were members of the
     Incumbent Board at the time of the execution of the initial agreement, or
     of the action of the Board, providing for such Business Combination.

     (E) "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

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     (F) "COMMITTEE" means the committee of the Board described in Article IV.

     (G) "CORPORATION" means Medirisk, Inc., a Delaware corporation.

     (H) "COVERED EMPLOYEE" means a covered employee as defined in Code Section
162(m)(3), provided that no employee shall be a Covered Employee until the
deduction limitations of Code Section 162(m) are applicable to the Corporation
and any reliance period under Code Section 162(m) has expired, as described in
Section 16.14 hereof.

     (I) "DISABILITY" shall mean any illness or other physical or mental
condition of a Participant that renders the Participant incapable of performing
his or her customary and usual duties for the Corporation, or any medically
determinable illness or other physical or mental condition resulting from a
bodily injury, disease or mental disorder which, in the judgment of the
Committee, is permanent and continuous in nature. The Committee may require such
medical or other evidence as it deems necessary to judge the nature and
permanency of the Participant's condition.

     (J) "DIVIDEND EQUIVALENT" means a right granted to a Participant under
Article XI.

     (K) "EFFECTIVE DATE" has the meaning assigned such term in Article II.

     (L) "FAIR MARKET VALUE," on any date, means (i) if the Stock is listed on a
securities exchange or is traded over the Nasdaq National Market, the closing
sales price on such exchange or over such system on such date or, in the absence
of reported sales on such date, the closing sales price on the immediately
preceding date on which sales were reported, or (ii) if the Stock is not listed
on a securities exchange or traded over the Nasdaq National Market, the mean
between the bid and offered prices as quoted by Nasdaq for such date, provided
that if it is determined that the fair market value is not properly reflected by
such Nasdaq quotations, Fair Market Value will be determined by such other
method as the Committee determines in good faith to be reasonable.

     (M) "INCENTIVE STOCK OPTION" means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

     (N) "NONQUALIFIED STOCK OPTION" means an Option that is not an Incentive
Stock Option.

     (O) "OPTION" means a right granted to a Participant under Article VII of
the Plan to purchase Stock at a specified price during specified time periods.
An Option may be either an Incentive Stock Option or a Nonqualified Stock
Option.

     (P) "OTHER STOCK-BASED AWARD" means a right, granted to a Participant under
Article XII, that relates to or is valued by reference to Stock or other Awards
relating to Stock.

     (Q) "PARENT" means a corporation which owns or beneficially owns a majority
of the outstanding voting stock or voting power of the Corporation. For
Incentive Stock Options, the term shall have the same meaning as set forth in
Code Section 424(e).

     (R) "PARTICIPANT" means a person who, as an employee, officer or director
of the Corporation or any Parent or Subsidiary, has been granted an Award under
the Plan.

     (S) "PERFORMANCE SHARE" means a right granted to a Participant under
Article IX, to receive cash, Stock, or other Awards, the payment of which is
contingent upon achieving certain performance goals established by the
Committee.

     (T) "PLAN" means this Medirisk, Inc. 1998 Long-Term Incentive Plan, as
amended from time to time.

     (U) "RESTRICTED STOCK AWARD" means Stock granted to a Participant under
Article X that is subject to certain restrictions and to risk of forfeiture.


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     (V) "RETIREMENT" means a Participant's termination of employment with the
Corporation, Parent or Subsidiary after attaining any normal or early retirement
age specified in any pension, profit sharing or other retirement program
sponsored by the Corporation, or, in the event of the inapplicability thereof
with respect to the person in question, as determined by the Committee in its
reasonable judgment.

     (W) "STOCK" means the $0.001 par value common stock of the Corporation and
such other securities of the Corporation as may be substituted for Stock
pursuant to Article XIV.

     (X) "STOCK APPRECIATION RIGHT" or "SAR" means a right granted to a
Participant under Article VIII to receive a payment equal to the difference
between the Fair Market Value of a share of Stock as of the date of exercise of
the SAR over the grant price of the SAR, all as determined pursuant to Article
VIII.

     (Y) "SUBSIDIARY" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Corporation.
For Incentive Stock Options, the term shall have the meaning set forth in Code
Section 424(f).

     (Z) "1933 ACT" means the Securities Act of 1933, as amended from time to
time.

     (AA) "1934 ACT" means the Securities Exchange Act of 1934, as amended from
time to time.


                                   ARTICLE IV

                                 ADMINISTRATION

     4.1 COMMITTEE. The Plan shall be administered by the Compensation Committee
of the Board or, at the discretion of the Board from time to time, by the full
Board or another committee of the Board so created and/or designated by the
Board as having such authority. The Committee shall consist of two or more
members of the Board who are (i) "outside directors" as that term is used in
Section 162(m) of the Code and the regulations promulgated thereunder, to the
extent that Section 162(m) is applicable to the Corporation as described in
Section 16.14 hereof, and (ii) "non-employee directors" as such term is defined
in Rule 16b-3 promulgated under Section 16 of the 1934 Act or any successor
provision. During any time that the full Board is acting as administrator of the
Plan, it shall have all the powers of the Committee hereunder, and any reference
herein to the Committee (other than in this Section 4.1) shall include the
Board.

     4.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan, the
following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Corporation to assist in the administration of the Plan.

     4.3 AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

     (A) Designate Participants;

     (B) Determine the type or types of Awards to be granted to each
Participant;

     (C) Determine the number of Awards to be granted and the number of shares
of Stock to which an Award will relate;

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     (D) Determine the terms and conditions of any Award granted under the Plan,
including but not limited to, the exercise price, grant price, or purchase
price, any restrictions or limitations on the Award, any schedule for lapse of
forfeiture restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, based in each case on such considerations as
the Committee in its sole discretion determines;

     (E) Accelerate the vesting or lapse of restrictions of any outstanding
Award, based in each case on such considerations as the Committee in its sole
discretion determines;

     (F) Determine whether, to what extent, and under what circumstances an
Award may be settled in, or the exercise price of an Award may be paid in, cash,
Stock, other Awards, or other property, or an Award may be canceled, forfeited,
or surrendered;

     (G) Prescribe the form of each Award Agreement, which need not be identical
for each Participant;

     (H) Decide all other matters that must be determined in connection with an
Award;

     (I) Establish, adopt or revise any rules and regulations as it may deem
necessary or advisable to administer the Plan;

     (J) Make all other decisions and determinations that may be required under
the Plan or as the Committee deems necessary or advisable to administer the
Plan; and

     (K) Amend the Plan or any Award Agreement as otherwise provided herein.

     4.4 DECISIONS BINDING. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.



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                                    ARTICLE V

                           SHARES SUBJECT TO THE PLAN

     5.1 NUMBER OF SHARES. Subject to adjustment as provided in Article XIV, the
aggregate number of shares of Stock reserved and available for Awards or which
may be used to provide a basis of measurement for or to determine the value of
an Award (such as with a Stock Appreciation Right or Performance Share Award)
shall be five hundred thousand (500,000), of which not more than twenty (20%)
percent may be granted as Restricted Stock Awards.

     5.2 LAPSED AWARDS. To the extent that an Award is canceled, terminates,
expires or lapses for any reason, any shares of Stock subject to the Award will
again be available for the grant of an Award under the Plan and shares subject
to SARs or other Awards settled in cash will be available for the grant of an
Award under the Plan.

     5.3 STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

     5.4 LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the
contrary, the maximum number of shares of Stock with respect to one or more
Options and/or SARs that may be granted during any one calendar year under the
Plan to any one Covered Employee shall be on e hundred thousand (100,000). The
maximum fair market value of any Awards (other than Options and SARs) that may
be received by a Covered Employee (less any consideration paid by the
Participant for such Award) during any one calendar year under the Plan shall be
One Million and No/100 ($1,000,000.00) Dollars.


                                   ARTICLE VI

                                   ELIGIBILITY

     Awards may be granted only to individuals who are employees, officers or
directors of the Corporation or a Parent or Subsidiary.


                                   ARTICLE VII

                                  STOCK OPTIONS

     7.1 GENERAL. The Committee is authorized to grant Options to Participants
on the following terms and conditions:

     (A) EXERCISE PRICE. The exercise price per share of Stock under an Option
shall be determined by the Committee.

     (B) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time
or times at which an Option may be exercised in whole or in part. The Committee
also shall determine the performance or other conditions, if any, that must be
satisfied before all or part of an Option may be exercised. The Committee may
waive any exercise provisions at any time in whole or in part based upon factors
as the Committee may determine in its sole discretion so that the Option becomes
exercisable at an earlier date.

     (C) PAYMENT. The Committee shall determine the methods by which the
exercise price of an Option may be paid, the form of payment, including, without
limitation, cash, shares of Stock, or other property (including "cashless
exercise" arrangements), and the methods by which shares of Stock shall be
delivered or deemed to be delivered to Participants; provided, however, that if
shares of Stock are used to pay the exercise price of an Option, such shares
must have been held by the Participant for at least six (6) months. Without
limiting the power and discretion conferred on the Committee pursuant to the
preceding sentence, the Committee may, in the exercise of its discretion, but
need not, allow a


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Participant to pay the Option price by directing the Corporation to withhold
from the shares of Stock that would otherwise be issued upon exercise of the
Option that number of shares having a Fair Market Value on the exercise date
equal to the Option price, all as determined pursuant to rules and procedures
established by the Committee.

     (D) EVIDENCE OF GRANT. All Options shall be evidenced by a written Award
Agreement between the Corporation and the Participant. The Award Agreement shall
include such provisions, not inconsistent with the Plan, as may be specified by
the Committee.

     7.2 INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

     (A) EXERCISE PRICE. The exercise price per share of Stock shall be set by
the Committee, provided that the exercise price for any Incentive Stock Option
shall not be less than the Fair Market Value as of the date of the grant.

     (B) EXERCISE. In no event may any Incentive Stock Option be exercisable for
more than ten (10) years from the date of its grant.

     (C) LAPSE OF OPTION. An Incentive Stock Option shall lapse under the
earliest of the following circumstances; provided, however, that the Committee
may, prior to the lapse of the Incentive Stock Option under the circumstances
described in paragraphs (3), (4) and (5) below, provide in writing that the
Option will extend until a later date, but if Option is exercised after the
dates specified in paragraphs (3), (4) and (5) below, it will automatically
become a Nonqualified Stock Option:

          (1) The Incentive Stock Option shall lapse as of the option expiration
     date set forth in the Award Agreement.

          (2) The Incentive Stock Option shall lapse ten (10) years after it is
     granted, unless an earlier time is set in the Award Agreement.

          (3) If the Participant terminates employment for any reason other than
     as provided in paragraph (4) or (5) below, the Incentive Stock Option shall
     lapse, unless it is previously exercised, three months after the
     Participant's termination of employment; provided, however, that if the
     Participant's employment is terminated by the Corporation for cause or by
     the Participant without the consent of the Corporation, the Incentive Stock
     Option shall (to the extent not previously exercised) lapse immediately.

          (4) If the Participant terminates employment by reason of his
     Disability, the Incentive Stock Option shall lapse, unless it is previously
     exercised, one year after the Participant's termination of employment.

          (5) If the Participant dies while employed, or during the three-month
     period described in paragraph (3) or during the one-year period described
     in paragraph (4) and before the Option otherwise lapses, the Option shall
     lapse one (1) year after the Participant's death. Upon the Participant's
     death, any exercisable Incentive Stock Options may be exercised by the
     Participant's beneficiary, determined in accordance with Section 13.6.

     Unless the exercisability of the Incentive Stock Option is accelerated as
provided in Article XIII, if a Participant exercises an Option after termination
of employment, the Option may be exercised only with respect to the shares that
were otherwise vested on the Participant's termination of employment.

     (D) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value
(determined as of the time an Award is made) of all shares of Stock with respect
to which Incentive Stock Options are first exercisable by a Participant in any
calendar year may not exceed One Hundred Thousand and No/100 ($100,000.00)
Dollars.

     (E) TEN PERCENT OWNERS. No Incentive Stock Option shall be granted to any
individual who, at the date of grant, owns stock possessing more than ten (10%)
percent of the total combined voting power of all classes of stock of the
Corporation or any Parent or Subsidiary unless the exercise price per share of
such Option is at least one hundred ten (110%) percent of the Fair Market Value
per share of Stock at the date of grant and the Option expires no later than
five

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(5) years after the date of grant.

     (F) EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an Incentive Stock
Option may be made pursuant to the Plan after the day immediately prior to the
tenth (10th) anniversary of the Effective Date.

     (G) RIGHT TO EXERCISE. During a Participant's lifetime, an Incentive Stock
Option may be exercised only by the Participant or, in the case of the
Participant's Disability, by the Participant's guardian or legal representative.

     (H) DIRECTORS. The Committee may not grant an Incentive Stock Option to a
non-employee director. The Committee may grant an Incentive Stock Option to a
director who is also an employee of the Corporation or Parent or Subsidiary but
only in that individual's position as an employee and not as a director.


                                  ARTICLE VIII

                            STOCK APPRECIATION RIGHTS

     The Committee is authorized to grant SARs to Participants on the following
terms and conditions:

     (A) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the
Participant to whom it is granted has the right to receive the excess, if any,
of:

          (1) The Fair Market Value of one (1) share of Stock on the date of
     exercise; over

          (2) The grant price of the Stock Appreciation Right as determined by
     the Committee, which shall not be less than the Fair Market Value of one
     (1) share of Stock on the date of grant in the case of any SAR related to
     an Incentive Stock Option.

     (B) OTHER TERMS. All awards of Stock Appreciation Rights shall be evidenced
by an Award Agreement. The terms, methods of exercise, methods of settlement,
form of consideration payable in settlement, and any other terms and conditions
of any Stock Appreciation Right shall be determined by the Committee at the time
of the grant of the Award and shall be reflected in the Award Agreement.


                                   ARTICLE IX

                               PERFORMANCE SHARES

     9.1 GRANT OF PERFORMANCE SHARES. The Committee is authorized to grant
Performance Shares to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant. All
Awards of Performance Shares shall be evidenced by an Award Agreement.

     9.2 RIGHT TO PAYMENT. A grant of Performance Shares gives the Participant
rights, valued as determined by the Committee, and payable to, or exercisable
by, the Participant to whom the Performance Shares are granted, in whole or in
part, as the Committee shall establish at grant or thereafter. The Committee
shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which
they are met, will determine the number and value of Performance Shares that
will be paid to the Participant.

     9.3 OTHER TERMS. Performance Shares may be payable in cash, Stock, or other
property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.


                                    ARTICLE X


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                             RESTRICTED STOCK AWARDS

     10.1 GRANT OF RESTRICTED STOCK. The Committee is authorized to make Awards
of Restricted Stock to Participants in such amounts and subject to such terms
and conditions as may be selected by the Committee. All Awards of Restricted
Stock shall be evidenced by a Restricted Stock Award Agreement.

     10.2 ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

     10.3 FORFEITURE. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Corporation; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

     10.4 CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock.


                                   ARTICLE XI

                              DIVIDEND EQUIVALENTS

     The Committee is authorized to grant Dividend Equivalents to Participants
subject to such terms and conditions as may be selected by the Committee.
Dividend Equivalents shall entitle the Participant to receive payments equal to
dividends with respect to all or a portion of the number of shares of Stock
subject to an Award, as determined by the Committee. The Committee may provide
that Dividend Equivalents be paid or distributed when accrued or be deemed to
have been reinvested in additional shares of Stock, or otherwise reinvested.


                                   ARTICLE XII

                            OTHER STOCK-BASED AWARDS

     The Committee is authorized, subject to limitations under applicable law,
to grant to Participants such other Awards that are payable in, valued in whole
or in part by reference to, or otherwise based on or related to shares of Stock,
as deemed by the Committee to be consistent with the purposes of the Plan,
including without limitation shares of Stock awarded purely as a "bonus" and not
subject to any restrictions or conditions, convertible or exchangeable debt
securities, other rights convertible or exchangeable into shares of Stock, and
Awards valued by reference to book value of shares of Stock or the value of
securities of or the performance of specified Parents or Subsidiaries. The
Committee shall determine the terms and conditions of such Awards.


                                  ARTICLE XIII

                         PROVISIONS APPLICABLE TO AWARDS


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     13.1 STAND-ALONE, TANDEM AND SUBSTITUTE AWARDS. Awards granted under the
Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan. If an Award is granted in substitution for another Award, the
Committee may require the surrender of such other Award in consideration of the
grant of the new Award. Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

     13.2 EXCHANGE PROVISIONS. The Committee may at any time offer to exchange
or buy out any previously granted Award for a payment in cash, Stock, or another
Award (subject to Article XIV), based on the terms and conditions the Committee
determines and communicates to the Participant at the time the offer is made.

     13.3 TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten (10) years from the date of its
grant (or, if Section 7.2(e) applies, five (5) years from the date of its
grant).

     13.4 FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any
applicable law or Award Agreement, payments or transfers to be made by the
Corporation or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

     13.5 LIMITS ON TRANSFER. No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Corporation or a Parent or Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Corporation or a Parent or Subsidiary. No
unexercised or restricted Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if such
Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an incentive stock option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable
Awards.

     13.6 BENEFICIARIES. Notwithstanding Section 13.5, a Participant may, in the
manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

     13.7 STOCK CERTIFICATES. All Stock certificates delivered under the Plan
are subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Committee may place legends on any Stock certificate to reference restrictions
applicable to the Stock.

     13.8 ACCELERATION UPON DEATH OR DISABILITY. Notwithstanding any other
provision in the Plan or any Participant's Award Agreement to the contrary, upon
the Participant's death or Disability during his employment or service as a
director, all outstanding Options, Stock Appreciation Rights, and other Awards
in the nature of rights that


                                      S 10
<PAGE>   11


may be exercised shall become fully exercisable and all restrictions on
outstanding Awards shall lapse. Any Option or Stock Appreciation Rights Awards
shall thereafter continue or lapse in accordance with the other provisions of
the Plan and the Award Agreement. To the extent that this provision causes
Incentive Stock Options to exceed the dollar limitation set forth in Section
7.2(d), the excess Options shall be deemed to be Nonqualified Stock Options.

     13.9 ACCELERATION UPON A CHANGE-IN-CONTROL. Except as otherwise provided in
the Award Agreement, upon the occurrence of a Change-in-Control, all outstanding
Options, Stock Appreciation Rights, and other Awards in the nature of rights
that may be exercised shall become fully exercisable and all restrictions on
outstanding Awards shall lapse; provided, however, that such acceleration will
not occur if, in the opinion of the Company's accountants, such acceleration
would preclude the use of "pooling of interest" accounting treatment for a
Change-in-Control transaction that (a) would otherwise qualify for such
accounting treatment, and (b) is contingent upon qualifying for such accounting
treatment. To the extent that this provision causes Incentive Stock Options to
exceed the dollar limitation set forth in Section 7.2(d), the excess Options
shall be deemed to be Nonqualified Stock Options.

     13.10 ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A
CHANGE-IN-CONTROL. In the event of the occurrence of any circumstance,
transaction or event not constituting a Change-in-Control (as defined in Article
III) but which the Board of Directors deems to be, or to be reasonably likely to
lead to, an effective Change-in-Control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of the 1934
Act, the Committee may in its sole discretion declare all outstanding Options,
Stock Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Nonqualified Stock Options.

     13.11 ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has
occurred as described in Section 13.9 or 13.10 above, the Committee may in its
sole discretion at any time determine that all or a portion of a Participant's
Options, Stock Appreciation Rights, and other Awards in the nature of rights
that may be exercised shall become fully or partially exercisable, and/or that
all or a part of the restrictions on all or a portion of the outstanding Awards
shall lapse, in each case, as of such date as the Committee may, in its sole
discretion, declare. The Committee may discriminate among Participants and among
Awards granted to a Participant in exercising its discretion pursuant to this
Section 13.11.

     13.12 EFFECT OF ACCELERATION. If an Award is accelerated under Section 13.9
or 13.10, the Committee may, in its sole discretion, provide (i) that the Award
will expire after a designated period of time after such acceleration to the
extent not then exercised, (ii) that the Award will be settled in cash rather
than Stock, (iii) that the Award will be assumed by another party to the
transaction giving rise to the acceleration or otherwise be equitably converted
in connection with such transaction, or (iv) any combination of the foregoing.
The Committee's determination need not be uniform and may be different for
different Participants whether or not such Participants are similarly situated.

     13.13 PERFORMANCE GOALS. The Committee may determine that any Award granted
pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Corporation or a Parent or Subsidiary of a
specified target return, or target growth in return, on equity or assets, (b)
the Corporation's, Parent's or Subsidiary's stock price, (c) the achievement by
a business unit of the Corporation, Parent or Subsidiary of a specified target,
or target growth in, net income or earnings per share, or (d) any combination of
the goals set forth in (a) through (c) above. Furthermore, the Committee
reserves the right for any reason to reduce (but not increase) any Award,
notwithstanding the achievement of a specified goal. If an Award is made on such
basis, the Committee shall establish goals prior to the beginning of the period
for which such performance goal relates (or such later date as may be permitted
under Code Section 162(m) or the regulations thereunder). Any payment of an
Award granted with performance goals shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.

     13.14 TERMINATION OF EMPLOYMENT. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A termination of
employment shall not occur in a circumstance in which a Participant transfers
from the Corporation to one of its Parents or Subsidiaries, transfers from a

                                      S 11

<PAGE>   12


Parent or Subsidiary to the Corporation, or transfers from one Parent or
Subsidiary to another Parent or Subsidiary.

     13.15 LOAN PROVISIONS. With the consent of the Committee, the Corporation
may make, guarantee or arrange for a loan or loans to a Participant with respect
to the exercise of any Option granted under this Plan and/or with respect to the
payment of the purchase price, if any, of any Award granted hereunder and/or
with respect to the payment by the Participant of any or all federal and/or
state income taxes due on account of the granting or exercise of any Award
hereunder. The Committee shall have full authority to decide whether to make a
loan or loans hereunder and to determine the amount, terms and provisions of any
such loan or loans, including the interest rate to be charged in respect of any
such loan or loans, whether the loan or loans are to be made with or without
recourse against the borrower, the terms on which the loan is to be repaid and
the conditions, if any, under which the loan or loans may be forgiven.


                                   ARTICLE XIV

                          CHANGES IN CAPITAL STRUCTURE

     In the event a stock dividend is declared upon the Stock, the shares of
Stock then subject to each Award shall be increased proportionately without any
change in the aggregate purchase price therefor. In the event the Stock shall be
changed into or exchanged for a different number or class of shares of stock or
securities of the Corporation or of another corporation, whether through
reorganization, recapitalization, reclassification, stock split-up, combination
of shares, merger or consolidation, there shall be substituted for each such
share of Stock then subject to each Award the number and class of shares into
which each outstanding share of Stock shall be so exchanged, all without any
change in the aggregate purchase price for the shares then subject to each
Award.


                                   ARTICLE XV

                     AMENDMENT, MODIFICATION AND TERMINATION

     15.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time
and from time to time, amend, modify or terminate the Plan without stockholder
approval; provided, however, that the Board or Committee may condition any
amendment or modification on the approval of stockholders of the Corporation if
such approval is necessary or deemed advisable with respect to tax, securities
or other applicable laws, policies or regulations.

     15.2 AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however, that such amendment, modification or
termination shall not, without the Participant's consent, reduce or diminish the
value of such Award determined as if the Award had been exercised, vested,
cashed in or otherwise settled on the date of such amendment or termination. No
termination, amendment, or modification of the Plan shall adversely affect any
Award previously granted under the Plan, without the written consent of the
Participant. Notwithstanding the foregoing, absent prior approval of the
stockholders of the Corporation, no outstanding Award shall be (i) repriced by
lowering its exercise price, (ii) cancelled with subsequent replacement at a
lower exercise price, or (iii) regranted with a lower exercise price.


                                   ARTICLE XVI

                               GENERAL PROVISIONS

     16.1 NO RIGHTS TO AWARDS. No Participant or employee, officer or director
shall have any claim to be granted any Award under the Plan, and neither the
Corporation nor the Committee is obligated to treat Participants and employees,
officers or directors uniformly.

     16.2 NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the
rights of a stockholder of the Corporation unless and until shares of Stock are
in fact issued to such person in connection with such Award.


                                      S 12

<PAGE>   13


     16.3 WITHHOLDING. The Corporation or any Parent or Subsidiary shall have
the authority and the right to deduct or withhold, or require a Participant to
remit to the Corporation, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require that any
such withholding requirement be satisfied, in whole or in part, by withholding
shares of Stock having a Fair Market Value on the date of withholding equal to
the amount to be withheld for tax purposes, all in accordance with such
procedures as the Committee establishes.

     16.4 NO RIGHT TO EMPLOYMENT OR DIRECTORSHIP. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Corporation or any Parent or Subsidiary to terminate any Participant's
employment or status as an officer, director or consultant at any time, nor
confer upon any Participant any right to continue as an employee, officer,
director or consultant of the Corporation or any Parent or Subsidiary.

     16.5 UNFUNDED STATUS OF AWARDS. The Plan is intended to be an "unfunded"
plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Corporation or any Parent or Subsidiary.

     16.6 RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Parent or Subsidiary unless provided otherwise in such other
plan.

     16.7 EXPENSES. The expenses of administering the Plan shall be borne by the
Corporation and its Parents or Subsidiaries.

     16.8 TITLES AND HEADINGS. The titles and headings of the Sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

     16.9 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     16.10 FRACTIONAL SHARES. No fractional shares of Stock shall be issued and
the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding up.

     16.11 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Corporation
to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the
Corporation may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.

     16.12 GOVERNING LAW. To the extent not governed by federal law, the Plan
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of Delaware.

     16.13 ADDITIONAL PROVISIONS. Each Award Agreement may contain such other
terms and conditions as the Committee may determine, provided that such other
terms and conditions are not inconsistent with the provisions of the Plan.

     16.14 CODE SECTION 162(M). The deduction limits of Code Section 162(m) and
the regulations thereunder shall not apply to compensation payable under the
Plan until the expiration of the reliance period described in Treasury
Regulation 1.162-27(f) or any successor regulation.


                                      S 13