<PAGE>
 
     As filed with the Securities and Exchange Commission on June 21, 1996

                                                        Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                 ____________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       AMISYS Managed Care Systems, Inc.
            -------------------------------------------------------             
             (Exact name of registrant as specified in its charter)

                                    Delaware
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   13-3355918
                   ---------------------------------------  
                      (I.R.S. employer identification no.)

              30 West Gude Drive, 5th Floor, Rockville, MD  20850
         -------------------------------------------------------------
            (Address of principal executive offices)     (Zip code)

          AMISYS Managed Care Systems, Inc. 1994 Equity Incentive Plan
          ------------------------------------------------------------
         AMISYS Managed Care Systems, Inc. Directors' Stock Option Plan
         --------------------------------------------------------------
                           (Full title of the plans)

                                 Kevin R. Brown
                Chairman, President and Chief Executive Officer
                       AMISYS Managed Care Systems, Inc.
                         30 West Gude Drive, 5th Floor
                           Rockville, Maryland  20850
                      --------------------------------------------
                    (Name and address of agent for service)

                                 (301) 251-8600
         ------------------------------------------------------------- 
         (Telephone number, including area code, of agent for service)
                                    Copy to:
                               Michael J. Silver
                             Hogan & Hartson L.L.P.
                            111 South Calvert Street
                           Baltimore, Maryland  21202
                                 (410) 659-2741

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================================
          Title of securities               Amount to be         Proposed          Proposed  maximum           Amount of
            to be registered               registered(1)     maximum offering     aggregate offering      registration fee(1)
                                                            price per share(1)         price(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>                 <C>                       <C>    
                                            (a)   601,600        (a) $ 1.84          (a)  1,108,660            (a)    382
 Common Stock, par value $.001 per share
                                            (b) 1,351,400        (b) $23.00          (b) 31,082,200            (b) 10,718
 
 
 
                                                                                                         Total Fee:   $11,100
=================================================================================================================================
</TABLE>

         (1)  Pursuant to Rule 457(h)(1), the proposed maximum offering price
per share, proposed maximum aggregate offering price and the amount of the
registration fee are based on (a) the weighted average option exercise price of
$1.84 per share for the 601,600 Shares issuable upon exercise of currently
outstanding options and (b) the average of the bid and asked prices of $23.00
per share of AMISYS Managed Care Systems, Inc. on the NASDAQ/National Market
System on June 20, 1996 with respect to the other 1,351,400 shares otherwise
issuable under the plans listed above.
 
- --------------------------------------------------------------------------------
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
    sent or given to each person eligible to participate in the AMISYS Managed
    Care Systems, Inc. 1994 Equity Incentive Plan ("Incentive Plan") and AMISYS
    Managed Care Systems, Inc. Directors' Stock Option Plan ("Directors' Plan")
    (collectively the "Plans") as specified by Rule 428(b)(1).   In accordance
    with the instructions to Part I of Form S-8, such documents will not be
    filed with the Commission either as part of this Registration Statement or
    as prospectuses or prospectus supplements pursuant to Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.  Incorporation of Documents by Reference.

         AMISYS Managed Care Systems, Inc. (the "Registrant") hereby
    incorporates by reference into this registration statement the following
    documents:

         (a)  The Registrant's Annual Report on Form 10-K, as amended  for the
              year ended December 31, 1995;

         (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter
              ended March 30, 1996; and

         (c)  The description of the Registrant's Common Stock contained in the
              Registrant's Registration Statement on Form 8-A filed with the
              Securities and Exchange Commission on December 11, 1995 and
              registering shares of Common Stock pursuant to Section 12(g) of
              the Exchange Act.

         In addition, all documents filed by the Registrant subsequent to the
    date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
    Act, subsequent to the filing of this Registration Statement and prior to
    the filing of a post-effective amendment which indicates that all securities
    offered have been sold or which deregisters all securities remaining unsold,
    shall be deemed to be incorporated by reference in this Registration
    Statement and to be part of hereof from the date of the filing of such
    documents.

         Any statement contained in a document incorporated or deemed to be
    incorporated by reference shall be deemed to be modified or superseded to
    the extent that a statement contained in any other subsequently filed
    document which also is or is deemed to be incorporated by reference herein
    modifies or supersedes such prior statement.  The documents required to be
    so modified or superseded shall not be deemed to constitute a part of this
    Registration Statement, except as so modified or superseded.

         To the extent that any proxy statement is incorporated by reference
    herein, such incorporation shall not include any information contained in
    such proxy statement which is not, pursuant to the Commission's rules,
    deemed to be "filed" with the Commission or subject to the liabilities of
    Section 18 of the Exchange Act.

                                      -1-
<PAGE>
 
    Item 4.  Description of Securities.

         A description of the Registrant's Common Stock is incorporated by
    reference into this Registration Statement under Item 3.

    Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

    Item 6.  Indemnification of Directors and Officers.

         Item 14 of Part II of the Registration Statement of the Registrant on
    Form S -1 (Registration No. 33-99030) is hereby incorporated by reference
    into this Registration Statement.

                              *        *        *

         Insofar as indemnification for liabilities arising under the Securities
    Act of 1933 may be permitted to directors, officers, and controlling persons
    of the Registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Securities Act and is, therefore, unenforceable.  In the
    event that a claim for indemnification against such liabilities (other than
    the payment by the Registrant of the expenses incurred or paid by a
    director, officer or controlling person of the Registrant in the successful
    defense of any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities being
    registered, the Registrant will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Act and will be governed by the
    final adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

              Exhibit
              -------               
              Number       Description
              ------       -----------
               3.02        Amended and Restated Certificate of Incorporation of
                           AMISYS Managed Care Systems, Inc. (incorporated by
                           reference to Exhibit 3.02, Registration Statement on
                           Form S-1, Registration No. 33-99030, declared
                           effective on December 19, 1995)

               3.04        Amended and Restated Bylaws of AMISYS Managed Care
                           Systems, Inc. (incorporated by reference to Exhibit
                           3.04, Registration Statement on Form S-1,
                           Registration No. 33-99030, declared effective on
                           December 19, 1995)

               5           Opinion of Hogan & Hartson L.L.P. Regarding the
                           Legality of the Shares of Common Stock Being
                           Registered

               10.02       AMISYS Managed Systems, Inc. 1994 Equity Incentive 
                           Plan, as amended

                                      -2-
<PAGE>
 
               10.13       AMISYS Managed Care Systems, Inc. Directors' Stock 
                           Option Plan

               10.14       Form of Stock Option Agreement related to the 1994 
                           Equity Incentive Plan

               10.15       Form of Stock Option Agreement related to the 
                           Directors' Stock Option Plan

               23.01       Consent of Hogan & Hartson L.L.P. (included in 
                           Exhibit 5)

               23.02       Consent of Independent Auditors

               24.01       Power of Attorney
 
 
 
Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this registration
                   statement:

                   (i)    To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933;

                   (ii)   To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement;

                   (iii)  To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement.

                   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                   do not apply if the registration statement is on Form S-3 or
                   Form S-8, and the information required to be included in a
                   post-effective amendment by those paragraphs is contained in
                   periodic reports filed by the Registrant pursuant to Section
                   13 or Section 15(d) of the Securities Exchange Act of 1934
                   that are incorporated by reference in the registration
                   statement.

              (2)  That, for the purpose of determining any liability under the
                   Securities Act of 1933, each such post-effective amendment
                   shall be deemed to be a new registration statement relating
                   to the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

                                      -3-
<PAGE>
 
         (b)  The undersigned Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the Registrant's annual report pursuant to Section 13(a)
              or Section 15(d) of the Exchange Act (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Exchange Act) that is incorporated by
              reference in this Registration Statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

         (c)  The undertaking concerning indemnification is set forth under the
              response to Item 6.

                                      -4-
<PAGE>
 
                                                                      PROSPECTUS
                                                                      ----------

                          AMISYS MANAGED CARE SYSTEMS
               SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

                               ----------------
                                        
                            OFFERED PURSUANT TO THE
  AMISYS MANAGED CARE SYSTEMS, INC. 1994 EQUITY INCENTIVE PLAN AND DIRECTORS'
                               STOCK OPTION PLAN
                               
                               ----------------         

          This Prospectus covers an aggregate of 1,953,000 shares (subject to
adjustment under certain circumstances) of common stock, par value $.001 per
share (the "Common Stock"), of AMISYS Managed Care Systems, a Delaware
corporation (the "Company"), issuable by the Company upon exercise of stock
options granted under the AMISYS Managed Care Systems, Inc. 1994 Equity
Incentive Plan ("Incentive Plan") and Directors' Stock Option Plan ("Directors'
Plan") (collectively the "Plans") and the resale of common stock issuable upon
exercise of such options and the resale of restricted Stock issued pursuant to
the Plans. See "General Information."

                               ----------------
                              
          No person has been authorized to give any information or to make any
representations other than those contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change in the affairs of the Company or in the Plans since the date
hereof, or that the information contained or incorporated by reference herein is
correct as of any time subsequent to its date.

                               ----------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                       ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                                        
                                ---------------



                 The date of this Prospectus is June 21, 1996.

                                      -5-
<PAGE>
 
                              GENERAL INFORMATION

         This document (the "Prospectus") constitutes part of a prospectus
covering securities that have been registered under the Securities Act of 1933,
as amended (the "1993 Act"). The Prospectus does not contain all of the
information set forth in the Registration Statement filed with the Securities
and Exchange Commission (the "Commission") for registration of such securities
(the "Registration Statement"), certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. The information
omitted may be obtained from the Commission's Public Reference Room upon payment
of the fees prescribed. The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents or parts thereof
containing information incorporated by reference in Item 3 of Part II of the
Registration Statement, other than the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents), which
documents are incorporated by reference in this Prospectus. Such requests should
be directed to AMISYS Managed Care Systems, Inc., Attention: Julie Pulzone. The
Company's telephone number is (301) 251-8600. Additional copies of this
Prospectus also may be obtained upon request at such address or telephone
number.

          This Prospectus covers the shares (the "Shares") of voting Common
Stock issuable by the Company upon exercise of options (the "Options") granted
under the Plans and the resale of Shares held by affiliates and the resale of
restricted Shares held by affiliates and non-affiliates. All Options and
Restricted Shares will be evidenced by a written agreement which will
incorporate by reference both the terms of the grant and the provisions of the
applicable Plan.

          The Directors' Plan was adopted by the Board of Directors of the
Company (the "Board") on April 15, 1996 and was approved by the shareholders of
the Company on May 30, 1996. The Directors' Plan became effective on 
May 30, 1996 (the "Effective Date") and will terminate on May 30, 2006. The
Incentive Plan was adopted by the Board of Directors in May 1994 and was amended
in November 1995. The stockholders of the Company approved the Incentive Plan in
November 1995.

          Option holders and Shareholders who are affiliates of the Company may
sell the Shares acquired under this Prospectus only pursuant to a registration
statement and prospectus or pursuant to an available exemption from the
registration requirements of the 1933 Act. An "affiliate" is a person who,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Company. Persons who are
affiliates of the Company should consult both their own and the Company's
counsel if they wish to resell Shares acquired under this Prospectus.
Shareholders who acquired restricted Shares through the exercise of options or
through a restricted stock award may resell the Shares pursuant to this
Registration Statement by means of the reoffer prospectus which is included as
part of this Registration Statement. However, until such time as the Company
meets the registrant requirements of Form S-3, the amount of securities to be
reoffered or resold by means of the reoffer prospectus by any person (and any
other person with whom he or she is acting in concert for the purpose of selling
securities of the Company, may not exceed, during any three month period, the
amount specified in Rule 144(E) of the Securities Act of 1933. Optionholders who
are not affiliates of the Company may sell Shares acquired under this Prospectus
without regard to these restrictions.

          In addition, Optionholders or Shareholders who are officers or
directors of the Company or beneficial owners of more than five percent of the
Common Stock are advised to consult their counsel as to the applicability of
Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to their transactions under the Plans. Section 13(d) requires
beneficial owners of more than five percent of the Common Stock to file certain
reports with the Commission. Section 16 requires officers, directors, and
beneficial owners of more than ten percent 

                                      -6-
<PAGE>
 
of the Common Stock to file with the Commission of their transactions in the
Company's Common Stock. Moreover, persons subject to Section 16 may be required
to turn over to the Company any profits realized upon a purchase and sale of the
Company's Common Stock within a period of less than six months. The Company has
designed and adopted its Plans with the intention of qualifying for certain
exemptions from Section 16 available pursuant to the regulations of the
Commission.

          The summary herein of the Plans do not purport to be complete, and
reference is made to the Plans (copies of which are filed exhibits to this
Registration Statement and incorporated herein by reference for a full and
complete statement of the terms and provisions thereof. Copies of the Plans are
available from the Company upon request. Each Optionee should refer to the Plans
and his or her particular Option or Stockholders' Agreement for information
concerning the specific terms and conditions of his or her Options or Shares.

          The principal executive offices of the Company are located at 30 West
Gude Drive, 5th Floor, Rockville, Maryland 20850, and its telephone number is
(301) 251-8600.

                              THE DIRECTORS' PLAN


      The Directors' Plan provides for the award of stock options to non-
employee directors. The following is a brief summary of the principal features
of the Directors' Plan proposed by the Board of Directors, which the Company
believes is a fair and complete summary of the Directors' Plan. This summary is
qualified in its entirety by reference to the terms of the Directors' Plan
included as an exhibit to this Registration Statement.

Objectives

      The objectives of the Directors' Plan are to provide Directors with an
increased incentive to make significant and extraordinary contributions to the
long-term performance and growth of the Corporation; to join the interests of
the outside directors, through the opportunity for increased stock ownership,
with the interests of the Corporation's stockholders; and to attract outside
directors in the future and encourage them to remain on the Board of Directors
of the Corporation.

Eligibility

      Any director who is member of the Corporation's Board of Directors who is
not an officer or employee of the Corporation is eligible to receive options
under the Directors' Plan.

Stock Options

      All options to be granted under the Directors' Plan are non-statutory
stock options for purposes of tax treatment under the Code.

      Stock Options granted under the Directors' Plan give the optionholder the
right to purchase Common Stock at a price (the "Option Exercise Price") fixed in
the Stock Option Agreement executed by the optionholder and the Corporation at
the time of grant. The Option Exercise Price will not be less than the fair
market value of a share of the authorized and issued Common Stock on the date
the option is granted. "Fair Market Value" for purposes of the Directors' Plan
generally will be equal to the closing price for the Corporation's Common Stock
on the day prior to date of grant. The period for exercising an option begins
six months after the option is granted and generally ends ten years from the
date the option is granted. Options granted under the Plan become "vested" in
the optionholder immediately. During the period an option is exercisable, the
optionholder may pay the purchase price for the shares subject to the option in
cash or in shares of Common Stock of the Company.

                                      -7-
<PAGE>
 
    Shares Available Under the Directors' Plan

         An aggregate of 300,000 shares of Common Stock are reserved for
    issuance to participants under the Directors' Plan.   In the event of any
    changes in the Common Stock of the Corporation by reason of stock dividends,
    split-ups, recapitalization, mergers, consolidations, combinations or other
    exchanges of shares and the like, appropriate adjustments will be made by
    the Board of Directors to the number of shares of Common Stock available for
    issuance under the Directors' Plan, the number of shares subject to
    outstanding options and/or the exercise price per share of outstanding
    options, as necessary substantially to preserve optionholders' economic
    interests in their options.

         No shares will be issued under the Directors' Plan until full payment
    therefor has been made to the Corporation.  A holder of an option will have
    none of the rights of a stockholder (i.e., voting, dividend and other
    ownership rights) until the shares are issued to him or her.

         Shares subject to an option which remain unpurchased at the expiration,
    termination or cancellation of an option will again be available for use
    under the Directors' Plan, but shares surrendered as payment for an option,
    as described above, will not again be available for use under the Directors'
    Plan.

         Each director who is serving on the Board of Directors after adoption
    of the Directors' Plan, will receive an option to purchase 3,000 shares of
    stock on the day following the annual meeting of stockholders.  At the May
    30, 1996 annual meeting of stockholders, options to purchase $18.00 shares
    were granted to non-employee directors of the Corporation at an exercise
    price of $23.00 per share.  In general, each director will also be entitled
    to an option to receive 3,000 shares of stock on the day following each
    succeeding annual meeting of stockholders provided that he or she is a
    director on the date of such grant.

    Transferability

         Options awarded under the Directors' Plan are not transferable or
    assignable except by will or by the laws of descent.  During an
    optionholder's lifetime, options may be exercised only by the optionholder
    and may not be transferred or assigned or encumbered by a lien or other
    security interest.

    Administration of the Directors' Plan

         The Directors' Plan is administered by the Administrator who will be
    the Chief Financial Officer of the Corporation or such other person
    designated by the Board of Directors of the Corporation.

    Amendment and Discontinuance

         The Board of Directors has the right at any time and from time to time
    to amend, modify, or discontinue the Directors' Plan.  However, no such
    amendment, modification, or discontinuance will revoke or alter the terms of
    any valid option previously granted in accordance with the Directors' Plan
    without the consent of the holder of the option unless necessary to bring
    the option into compliance with applicable law.  Also, no action of the
    Board of Directors may, without approval by the affirmative vote of a
    majority of the votes of stockholders cast at a meeting at which a quorum is
    present, (i) increase the maximum number of shares of Common Stock subject
    to the Directors' Plan, (ii) materially increase the benefits accruing to
    participants under the Directors' Plan, or (iii) materially modify the
    requirements for eligibility under the Directors' Plan.

                                      -8-
<PAGE>
 
    Government Regulations

         The Directors' Plan and the grant and exercise of options thereunder
    shall be subject to all applicable governmental rules and regulations; and,
    notwithstanding any other provision of the Directors' Plan or any Stock
    Option Agreement to the contrary, the Board of Directors may in its
    discretion make such changes in the Directors' Plan and such Stock Option
    Agreements as may be required, in its discretion, to conform the Directors'
    Plan and such Stock Option Agreements to such rules and regulations.

    Tax Treatment

         An optionholder will recognize no income at the time a stock option
    under the Directors' Plan is granted.  Upon the exercise of such option for
    cash, except as set forth below, the participant will recognize compensation
    taxable as ordinary income in an amount equal to the difference between the
    option price and the fair market value of the shares on the date of
    exercise, and the Corporation will be entitled to a deduction from income in
    the same amount if the Corporation withholds from the optionholder.

         When an optionholder disposes of shares acquired by the exercise of an
    option, any amount received in excess of the fair market value of the shares
    on the date of exercise of the stock option will be treated as long or
    short-term capital gain, depending upon the holding period of the shares.
    If the amount received is less than the fair market value of the shares on
    the date of exercise, the loss will be treated as long or short-term loss,
    depending upon the holding period of the shares.

                The exercise of an option by the exchange of unrestricted shares
    already owned by the optionholder will not result in any taxable gain or
    loss on the unrealized appreciation or depreciation of the shares so used.
    The Internal Revenue Service has ruled that, if the option exercised is a
    non-statutory stock option, (i) a number of shares of the stock received
    equal to the number of shares surrendered will have the same basis as the
    shares surrendered, and (ii) the remaining shares received will have a basis
    equal to their fair market value on the date of exercise (i.e., the
    compensation income recognized upon exercise).  For purposes of determining
    whether shares have been held for the long-term capital gain holding period,
    the holding period of shares received will generally include the holding
    period of the shares surrendered only if the shares received have the same
    basis, in whole or in part, in the optionholder's hands as the shares
    surrendered.

                               THE INCENTIVE PLAN

                In May 1994, the Company's Board of Directors adopted the 1994
    Equity Incentive Plan (the "Incentive Plan"). The Stockholders of the
    Company approved the Incentive Plan in November 1995. The purpose of the
    Incentive Plan is to improve business results by providing eligible
    individuals with an opportunity to acquire an increased personal interest in
    the Company's business. Payment of the exercise price for options granted
    under the Incentive Plan may be made in cash, shares of Common Stock or a
    combination of both.

                All employees, directors and consultants are eligible to receive
    options or restricted shares of Common Stock under the Incentive Plan
    (collectively, "Incentive Awards").  The Incentive Plan is currently
    administered by the Board of Directors, and may be administered by a
    committee appointed by the Board of Directors.  The Incentive Plan is
    intended to qualify for the exemption provided by Rule 16b-3 under the
    Securities Exchange Act of 1934, as amended.  The Board of Directors will
    select recipients of Incentive Awards and will determine the nature of the
    Incentive Award granted, the number of shares granted or subject to each
    option, the option vesting schedule and other terms and conditions of each
    option or Restricted Share.  The Board of directors may amend or discontinue
    the Incentive Plan and the Board may amend awards or provide substitute

                                      -9-
<PAGE>
 
    awards provided that such amendment or substitution does not adversely
    affect rights under any outstanding Incentive Award.

                The number of shares that may be issued pursuant to Incentive
    Awards under the Incentive Plan shall not exceed an aggregate of 1,800,000
    shares. All options granted pursuant to the Incentive Plan are exercisable
    in accordance with a vesting schedule which is set at the time of the
    issuance of the option and may not be exercised more than ten years from the
    date of grant Options granted under the Incentive Plan may be incentive
    stock options intended to qualify under Section 422 of the Code or options
    not intended to so qualify. The Incentive Plan requires the exercise price
    of incentive stock options to be at least equal to the fair market value of
    the Common Stock on the date of the grant. In the case of options granted to
    a stockholder, either directly or indirectly, holding in excess of 10% of
    the Common Stock, the option exercise price must be at least equal to 110%
    of the fair market value of the Common Stock on the date of grant and such
    option may not be exercised more than five years from the date of grant.

                Generally, all unexercised options terminate three months
    following the date an optionee ceases to be employed by the Company or any
    affiliate or subsidiary of the Company other than by reason of disability or
    death (but not later than the expiration date) whether or not such
    termination is voluntary. Generally, any option held by an employee who dies
    or who ceases to be employed because of disability must be exercised by the
    employee or his representative within one year after the employee dies or
    cases to be an employee (but not later than the expiration date). The Board
    may, however, provide that an option may be exercised over a longer period
    of time following termination of employment (but no later than the option
    expiration date). Incentive awards are not transferable, except in the event
    of death by the decedent's estate; provided that restricted stock may be
    transferred or assigned after the applicable restriction on the shares has
    terminated.

                        FEDERAL INCOME TAX CONSEQUENCES

         The grant of an option under the Plans will not be a taxable event for
    an Optionee or the Company.  Upon the exercise of non-qualified options,
    Optionees will recognize income equal to the difference between the exercise
    price and the fair market value of the Shares.  If the Company complies with
    applicable reporting requirements, it generally will be entitled to a
    business expense deduction in the same amount and at the same time as the
    Optionee recognizes any ordinary income on exercise (subject to certain
    limitations).  Upon a subsequent sale or exchange of Shares acquired
    pursuant to the exercise of an option, the Optionee will have a taxable gain
    or loss, measured by the difference between the amount realized on the
    disposition and the tax basis of the Shares (generally, the amount paid for
    the Shares plus the amount treated as ordinary income at the time the option
    was exercised).

         If the Optionee surrenders Shares in payment of part or all of the
    exercise price for nonqualified options, no gain or loss will be recognized
    with respect to the shares surrendered (regardless of whether the shares
    were acquired pursuant to the exercise of an incentive stock option), and
    the Optionee will be treated as receiving an equivalent number of Shares
    pursuant to the exercise of the option in a nontaxable exchange.  The basis
    for an equivalent number of option shares received, and the new Shares will
    be treated as having been held for the same holding period as had expired
    with respect to the transferred shares.  The difference between the
    aggregate option exercise price and the aggregate fair market value of the
    Shares received pursuant to the exercise of the option will be taxed as
    ordinary income.

         In the case of an incentive stock option, an Optionee who satisfies
    certain requirements will not recognize income at the time the option is
    exercised (except that the alternative minimum tax may apply) and will
    recognize long-term capital gain upon a subsequent disposition of the Shares
    if 

                                      -10-
<PAGE>
 
    the Optionee holds the Shares for at least two years after the date of
    grant and for one year after the date of exercise.  To qualify for the
    foregoing tax treatment, the Optionee generally must be an employee of the
    Company or a subsidiary from the date the option is granted through a date
    within three months before the date of exercise of the option.  The three-
    month period is extended if the Optionee's termination of employment results
    from death or disability.  If all of the foregoing requirements are met
    except for the one-year or two-year holding period mentioned above, the
    Optionee will recognize ordinary income upon the disposition of the stock in
    an amount equal to the excess of the fair market value of the stock at the
    time the option was exercised over the option exercise price.  The balance
    of the realized gain, if any, will be capital gain.  The Company will be
    allowed a business expense deduction to the extent the Optionee recognizes
    ordinary income.

         If an Optionee exercises an incentive stock option by tendering Shares
    with a fair market value equal to part or all of the option exercise price,
    the exchange of shares will be treated as a nontaxable exchange (except that
    this treatment would not apply if the Optionee had acquired the shares being
    transferred pursuant to the exercise of an incentive stock option and had
    not satisfied the special holding period requirements summarized above).

         The foregoing statements are intended to summarize the general
    principles of current federal income tax law applicable to incentive and
    nonstatutory options granted under the Plans.  While the Company believes
    that the foregoing statements accurately summarize existing provisions of
    the Internal Revenue Code and the legislative history, regulations and
    administrative and judicial interpretations thereof, these statements are
    only summaries, and the rules in question are quite detailed and
    complicated.  Moreover, legislative, administrative, regulatory or judicial
    changes or interpretations may occur that would modify such statements.
    Individual financial situations may vary, and state and local tax
    consequences may be significant.  Therefore, Optionees should consult their
    own tax advisors concerning the tax consequences of the grant, exercise or
    surrender of options under the Plans and the disposition of any stock
    acquired pursuant to the exercise of such options.

         The Company has the right to deduct from payments of any kind otherwise
    due to an Optionee any federal, state or local taxes of any kind required by
    law to be withheld with respect to any Shares issued upon the exercise of an
    option under the Plans.  At the time of exercise, the Optionee must pay to
    the Company any amount that the Company reasonably determines to be
    necessary to satisfy this withholding obligation.  Subject to the prior
    approval of the Company, the Optionee may elect to satisfy such obligations,
    in whole or in part, (i) by causing the Company to withhold Shares otherwise
    issuable pursuant to the exercise of an option or (ii) by delivering to the
    Company Shares already owned by the Optionee.  The Shares so delivered or
    withheld must have a fair market value equal to the Optionee's withholding
    obligations.  The fair market value of the Shares used to satisfy such
    withholding obligation will be determined by the Company as of the date that
    the amount of tax to be withheld is to be determined.

         An award of restricted Shares will create no immediate tax consequences
    for the employee or the Company  (unless the employee makes an election
    pursuant to Section 83(b) of the Internal Revenue Code).  The employee will
    recognize taxable income when restricted Shares become vested, in an amount
    equal to the fair market value of the restricted Shares on the date of
    vesting less any consideration paid by the employee for such Shares.  If the
    employee makes an election pursuant to Section 83(b) of the Internal Revenue
    Code, the employee will recognize taxable income at the time the restricted
    Shares are awarded in an amount equal to the value of such Shares at the
    time of the award less any consideration paid by the employee for such
    Shares.  The Company  generally will be allowed a business expense deduction
    for the amount of any taxable income recognized by the employee at the time
    such income is recognized (assuming applicable reporting requirements are
    complied with).  Section 162(m) of the Internal Revenue Code, however, may
    limit the deduction that can be claimed by the Company in certain
    circumstances in which the Chief Executive Officer or the four other most
    highly compensated officers of the Company realize total compensation for
    the taxable year in excess of $1,000,000.

                                      -11-
<PAGE>
 
         The foregoing statements are intended to summarize the general
    principles of current federal income tax law applicable to restricted Shares
    granted under the Incentive Plan.  While the Company believes that the
    foregoing statements accurately summarize existing provisions of the
    Internal Revenue Code and the legislative history, regulations and
    administrative and judicial interpretations thereof, these statements are
    only summaries, and the rules in question are quite detailed and
    complicated.  Moreover, legislative, administrative, regulatory or judicial
    changes or interpretations may occur which would modify such statements.
    Individual financial situations may vary, and state and local tax
    consequences may be significant.  Therefore, optionees should consult their
    own tax advisors concerning the tax consequences of the grant, exercise or
    surrender of restricted Shares under the Plan and the disposition of any
    stock acquired pursuant to the grant of restricted Shares.

         The Company has the right to deduct from payments of any kind otherwise
    due to a holder of an award of restricted Shares any federal, state or local
    taxes of any kind required by law to be withheld with respect to awards
    granted under the Incentive Plan.  At the time of termination of the
    Limitation Period, the holder must pay to the Company  any amount that the
    Company reasonably determines to be necessary to satisfy this withholding
    obligation.  Subject to the prior approval of the Company , the holder may
    satisfy the withholding requirement by delivering to the Company Shares
    already owned by the holder.  The Shares so delivered or withheld must have
    a fair market value equal to the holder's withholding obligations.  The fair
    market value of the Shares used to satisfy such withholding obligation will
    be determined by the Company as of the date that the amount of tax to be
    withheld is to be determined.

                                      -12-
<PAGE>
 
                           INCORPORATION BY REFERENCE

              The Company hereby incorporates by reference into this 
    registration statement the following documents filed by it, with the 
    Commission:

              (a)  The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1995;

              (b)  All reports filed by the Company with the Commission pursuant
                   to Section 13(a) or 15(d) of the Securities and Exchange Act
                   of 1934 since December 31, 1995; and

              (c)  The description of the Company's common stock contained in
                   the Company's Registration Statement on Form S-1, No. 33-
                   99030, filed with the Commission on November 7, 1995, which
                   is an exhibit to the Company's Form 8-A registration
                   statement filed with the Commission on December 11, 1995.

              In addition, all documents filed by the Company subsequent to the
    date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
    Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
    the filing of a post-effective amendment which indicates that all securities
    offered have been sold or which deregisters all securities remaining unsold,
    shall be deemed to be incorporated by reference in this Registration
    Statement and to be part of hereof from the date of filing of such
    documents.

              This Prospectus does not contain all of the information set forth
    in the Registration Statement, certain portions of which have been omitted
    in accordance with the rules and regulations of the Commission. The
    information omitted may be obtained as described under "General
    Information."

                                      -13-
<PAGE>
 
                        SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
    Registrant has duly caused this amendment to the Registration Statement to
    be signed on its behalf by the undersigned, thereunto duly authorized, in
    the City of Rockville, State of Maryland, on June 21, 1996.

                                          AMISYS MANAGED CARE SYSTEMS, INC.

                                          By:    /s/ Robert J. Sullivan
                                             ------------------------------
                                                        Robert J. Sullivan
                                                         Vice President

         We, the undersigned officers and directors of AMISYS Managed Care
    Systems, Inc., hereby severally and individually constitute and appoint
    Kevin R. Brown, Robert J. Sullivan and Michael J. Silver, and each of them,
    the true and lawful attorneys and agents of each of us to execute in the
    name, place and stead of each of us (individually and in any capacity stated
    below) any and all amendments to this Registration Statement on Form S-1 and
    any additional Registration Statement filed pursuant to Rule 462(b) under
    the Securities Act of 1933, and all instruments necessary or advisable in
    connection therewith and to file the same with the Securities and Exchange
    Commission, each of said attorneys and agents to have power to act with or
    without the other and to have full power and authority to do and perform in
    the name and on behalf of each of the undersigned every act whatsoever
    necessary or advisable to be done in the premises as fully and to all
    intents and purposes as any of the undersigned might or could do in person,
    and we hereby ratify and confirm our signatures as they may be signed by our
    said attorneys and agents and each of them to any and all such amendment and
    amendments.

         Pursuant to the requirements of the Securities Act of 1933, this
    amendment to the Registration Statement has been signed by the following
    persons in the capacities and on the date indicated.
 
<TABLE> 
<CAPTION> 
<S>                                   <C>                                     <C> 
      /s/ Kevin R. Brown              Chief Executive Officer, President      June 21, 1996
- ----------------------------------    and Director (Principal Executive
            Kevin R. Brown            Officer)
 
 
      /s/ Robert J. Sullivan          Vice President, Chief Financial         June 21, 1996
- ----------------------------------    Officer (Principal Financial
            Robert J. Sullivan        Officer and Principal Accounting
                                      Officer)
 
 
      /s/ Peter J. Barris             Director                                June 21, 1996
- ----------------------------------
            Peter J. Barris
 
      /s/ Howard E. Cox, Jr.          Director                                June 21, 1996
- ----------------------------------
            Howard E. Cox, Jr.
 
      /s/ Donald B. Hebb, Jr.         Director                                June 20, 1996
- ----------------------------------
            Donald B. Hebb, Jr.
 
      /s/ Arthur J. Marks             Director                                June 20, 1996
- ----------------------------------
            Arthur J. Marks
 
      /s/ Thomas O. Pyle              Director                                June 21, 1996
- ----------------------------------
            Thomas O. Pyle
</TABLE>

                                      -14-
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
          Exhibit                                                    Sequential
          Number              Description                            Page Number
          ------              -----------                            -----------
          <S>                 <C>                                         <C>
           3.02               Amended and Restated Certificate of         *
                              Incorporation of AMISYS Managed Care
                              Systems, Inc.

           3.04               Amended and Restated Bylaws of AMISYS       *
                              Managed Care Systems, Inc.

           5                  Opinion of Hogan & Hartson L.L.P.
                              Regarding the Legality of the Shares
                              of Common Stock Being Registered

          10.02               AMISYS Managed Care Systems, Inc.
                              1994 Equity Incentive Plan, as amended

          10.13               AMISYS Managed Care Systems, Inc.
                              Directors' Stock Option Plan

          10.14               Form of Stock Option Agreement
                              related to the 1994 Equity Incentive
                              Plan

          10.15               Form of Stock Option Agreement
                              related to the Directors Stock Option
                              Plan

          23.01               Consent of Counsel (contained in           
                              Exhibit 5.01)

          23.02               Consent of Coopers & Lybrand L.L.P.

          24.01               Powers of Attorney                         **
 
</TABLE>
    -------------

    *     Included as an Exhibit to the Registrant's Registration Statement on
          Form S 1, Registration No. 33-99030, and incorporated herein by
          reference.

    **    Included in signature page.

                                      -15-
<PAGE>
 
                                                                       Exhibit 5



                                 June 21, 1996


    AMISYS Managed Care Systems, Inc.
    30 West Gude Drive, Fifth Floor
    Rockville, Maryland  20850

    Ladies and Gentlemen:

              This firm has acted as counsel to AMISYS Managed Care Systems,
    Inc., a Delaware corporation (the "Company"), in connection with its
    registration, pursuant to a registration statement on Form S-8 filed on the
    date hereof (the "Registration Statement"), of 2,100,000 shares (the
    "Shares") of common stock, par value $.001 per share of the Company (the
    "Common Stock"), issued or issuable upon the exercise of options granted or
    to be granted or as restricted Shares awarded or to be awarded pursuant to
    the Company's 1994 Equity Incentive Plan and Directors' Stock Option Plan
    (collectively, the "Plans"). This letter is furnished to you pursuant to the
    requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S)
    229.601(b)(5) in connection with such registration.

              For purposes of this opinion letter, we have examined copies of
    the following documents:

              1.  The Registration Statement.

              2.  The Amended and Restated Certificate of Incorporation of the
                  Company, as certified by the Secretary of State of the State
                  of Delaware on May 28, 1996 as being a true and complete copy
                  of such document as filed with the Secretary of State
                  Department and as certified by the Secretary of the Company on
                  June 3, 1996 as being complete, accurate and in effect.

              3.  The Amended and Restated By-laws of the Company, as certified
                  by the Secretary of the Company on June 3, 1996 as being
                  complete, accurate and in effect.

              4.  The Plans as adopted by the Board of Directors and
                  stockholders of the Company and as certified by the Secretary
                  of the Company on June 21, 1996 as being complete, accurate
                  and in effect.

              5.  Resolutions of the Board of Directors of the Company adopted
                  on May 27, 1994, November 1, 1995, April 15, 1996 and June 3,
                  1996, as certified by the Secretary of the Company on June 21,
                  1996 as being complete, accurate and in effect, relating to,
                  among other things, the approval of the Plans and the filing
                  of the Registration Statement.

              6.  Resolutions of the stockholders of the Company adopted by
                  unanimous written consent on November 1, 1995, and at the
                  Company's annual meeting of 

                                      -16-
<PAGE>
 
                  stockholders on May 30, 1996, as certified by the Secretary of
                  the Company on June 21, 1996 as being complete, accurate and
                  in effect, relating to, among other things, the approval of
                  the Plans.

              For purposes of the opinions expressed below, we have not, except
    as specifically identified above, made any independent review or
    investigation of factual or other matters, including the organization,
    existence, good standing, assets, business or affairs of the Company or of
    any other matters.  In our examination of the aforesaid certificates,
    records and documents, we have assumed the genuineness of all signatures,
    the legal capacity of all natural persons,  the accuracy, completeness and
    authenticity of all documents submitted to us and the conformity with the
    original documents of all documents submitted to us as certified,
    telecopied, photostatic or reproduced copies.  We also have assumed the
    accuracy, completeness and authenticity of the foregoing certifications (of
    public officials, governmental agencies and departments and corporate
    officers) and statements of fact, on which we are relying, and have made no
    independent investigations thereof.  For the purposes of this opinion
    letter, we have not, except as specifically identified herein, been retained
    or engaged to perform, nor have we performed, any independent review or
    investigation of any statutes, ordinances, laws, regulations, agreements,
    contracts, instruments, or corporate records to which the Company, or any
    subsidiary of the Company, may be a party or may be subject.  This opinion
    letter is given, and all statements herein are made, in the context of the
    foregoing.

              This opinion letter is based as to matters of law solely on the
    Delaware General Corporation Law, and we express no opinion as to any other
    laws, statutes, ordinances, rules or regulations (such as state securities
    or "blue sky" laws).

              Based upon, subject to and limited by the foregoing, we are of the
    opinion that the portion of the Shares not currently outstanding, when
    issued and delivered in the manner and on the terms contemplated in the
    Registration Statement and the Plans (with the Company having received the
    consideration therefor, the form of which is in accordance with applicable
    law), will be validly issued, fully paid and non-assessable and the portion
    of the Shares that are currently outstanding are validly issued, fully paid
    and non-assessable (assuming receipt of consideration therefor as provided
    in the resolutions of the Board of Directors).

              We assume no obligation to advise you of any changes in the
    foregoing subsequent to the delivery of this opinion letter.  This opinion
    letter has been prepared solely for your use in connection with filing of
    the Registration Statement on the date hereof, and should not be quoted in
    whole or in part or otherwise be referred to, nor be filed with or furnished
    to any governmental agency or other person or entity, without the prior
    written consent of this firm.

              We hereby consent to the filing of this opinion letter as an
    exhibit to the Registration Statement, and to the reference made to us in
    the Registration Statement under the caption "Legal Matters."  In giving
    this consent, we do not thereby admit that we are an "expert" within the
    meaning of the Securities Act of 1933, as amended.

                                              Sincerely yours,



                                              HOGAN & HARTSON L.L.P.

                                      -17-
<PAGE>
 
                                                                   Exhibit 10.02

                       AMISYS MANAGED CARE SYSTEMS, INC.

                           1994 EQUITY INCENTIVE PLAN


    SECTION 1.  GENERAL PURPOSE OF THE PLAN:  DEFINITIONS
                -----------------------------------------

    The name of the plan is the AMISYS Managed Care Systems, Inc. 1994 Equity
    Incentive Plan (the "Plan").  The purpose of the Plan, as amended in 1995,
    is to encourage and enable the officers, consultants and other key employees
    of ADVANTA Systems, Inc. (the "Company") upon whose judgment, initiative and
    efforts the Company largely depends for the successful conduct of its
    business to acquire a proprietary interest in the Company.  It is
    anticipated that providing such persons with a direct stake in the Company's
    welfare will assure a closer identification of their interests with those of
    the Company, thereby stimulating their efforts on the Company's behalf and
    strengthening their desire to remain with the Company.

    The following terms shall be defined as set forth below:

    "Award" or "Awards" except where referring to a particular category of grant
    under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
    Options, Restricted Stock Awards, Unrestricted Stock Awards and Performance
    Share Awards.

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

    "Code" means the Internal Revenue Code of 1986, as amended, and any
    successor Code, and related rules, regulations and interpretations.

    "Committee" means the Stock Option Committee which may, in the discretion of
    the Board, be the Compensation Committee of the Board.  The Committee must
    consist of no fewer than two members of such board and shall be appointed by
    such board, or such other committee as the Board of Directors of the Company
    shall designate.

    "Disability" means an employee's inability to perform his normal required
    services for the Company and its Subsidiaries for a period of six
    consecutive months by reason of the employee's mental or physical
    disability, as determined by the Board in good faith in its sole discretion.

    "Effective Date" means the date on which the Plan is approved by
    stockholders as set forth in Section 15.

    "Exchange Act" means the Securities Exchange Act of 1934, as now in effect
    or as hereafter amended.

    "Fair Market Value" on any given date means fair market value, as determined
    by the Board in good faith in its sole discretion.

    "Incentive Stock Option" means any Stock Option designated and qualified as
    an "incentive stock option" as defined in Section 422 of the Code.

    "Non-Qualified Stock Option" means any Stock Option that is not an Incentive
    Stock Option.

    "Option" or "Stock Option" means any option to purchase shares of Stock
    granted pursuant to Section 5.

                                      -18-
<PAGE>
 
    "Performance Share Award" means Awards granted pursuant to Section 8.

    "Restricted Stock Award" means Awards granted pursuant to Section 6.

    "Registration Date" means the date on which the Company first registers a
    class of equity securities under Section 12 of the Exchange Act.

    "Stock" means the Class B Common Stock, par value $0.001 per share, of the
    Company, subject to adjustments pursuant to Section 3.

    "Subsidiary" means any corporation or other entity (other than the Company)
    in any unbroken chain of corporations or other entities, beginning with the
    Company if each of the corporations or entities (other than the last
    corporation or entity in the unbroken chain) owns stock or other interests
    possessing 50% or more of the economic interest or the total combined voting
    power of all classes of stock or other interests in one of the other
    corporations or entities in the chain.

    "Unrestricted Stock Award" means Awards granted pursuant to Section 7.

    SECTION 2.  ADMINISTRATION OF PLAN; BOARD AUTHORITY TO SELECT PARTICIPANTS
                --------------------------------------------------------------
                  AND DETERMINE AWARDS
                  --------------------

    (a)          Board.  The Plan shall be administered by the Board which 
                 ------                
    shall have the full power and authority to take all actions and to make all
    determinations required or provided for under the Plan or any Award granted
    or agreement entered into hereunder and all such other actions and
    determinations not inconsistent with the specific terms and provisions of
    the Plan deemed by the Board to be necessary or appropriate to the
    administration of the Plan or any Award granted or agreement entered into
    hereunder. The interpretation and construction by the Board of any provision
    of the Plan or of any Award granted or agreement entered into hereunder
    shall be final and conclusive.

    (b)          Committee.  The Board, in its sole discretion may delegate to
                 ---------- 
    the Committee such powers and authorities related to the administration of
    the Plan as the Board shall determine, consistent with the Certificate of
    Incorporation and Bylaws of the Company and applicable law. In the event
    that the Plan or any Award granted or agreement entered into hereunder
    provides for any action to be taken by or determination to be made by the
    Board, such action may be taken by or such determination may be made by the
    Committee if the power and authority to do so has been delegated to the
    Committee by the Board as provided for in this Section 2(b). Unless
    otherwise expressly determined by the Board, any such action or
    determination by the Committee shall be final and conclusive.

    (c)          No Liability.  No member of the Board or of the Committee 
                 -------------           
    shall be liable for any action or determination made, or any failure to take
    or make an action or determination, in good faith with respect to the Plan
    or any Award granted or agreement entered into hereunder.

    SECTION 3.  STOCK ISSUABLE UNDER THE PLAN; RECAPITALIZATIONS; MERGERS;
                ----------------------------------------------------------
                  SUBSTITUTE AWARDS
                  -----------------

    (a)          Stock Issuable.  The maximum number of shares of Stock 
                 --------------               
    reserved and available for issuance under the Plan shall be 1,800,000
    shares. For purposes of the foregoing limitations, the shares of Stock
    underlying any Awards which are forfeited, canceled, reacquired by the
    Company, satisfied without the issuance of Stock or otherwise terminated
    (other than by exercise) shall be added back to the shares of Stock
    available for issuance under the Plan so long as the participants to whom
    such Awards had been previously granted received no benefits of ownership of
    the underlying 

                                      -19-
<PAGE>
 
    shares of Stock to which the Award related. The shares available for
    issuance under the Plan may be authorized but unissued shares of Stock or
    shares of Stock reacquired by the Company.

    (b)          Recapitalizations.  If, through or as a result of any merger,
                 -----------------                                            
    consolidation, sale of all or substantially all of the assets of the
    Company, reorganization, recapitalization, reclassification, stock dividend,
    stock split, reverse stock split or other similar transaction, the
    outstanding shares of Stock are increased or decreased or are exchanged for
    a different number or kind of shares or other securities of the Company, or
    additional shares or new or different shares or other securities of the
    Company or other non-cash assets are distributed with respect to such shares
    of Stock or other securities, the Board shall make an appropriate or
    proportionate adjustment in (i) the maximum number and kind of shares
    reserved for issuance under the Plan and in the form of Restricted Stock
    Awards, Unrestricted Stock Awards or Performance Share Awards, (ii) the
    maximum number of Stock Options that can be granted to any one individual
    participant, (iii) the number and kind of shares or other securities subject
    to any then outstanding Awards under the Plan, and (iv) the price for each
    share subject to any then outstanding Stock Options under the Plan, without
    changing the aggregate exercise price as to which such Stock Options remain
    exercisable.  The adjustment by the Board shall be final, binding and
    conclusive.  No fractional shares of Stock shall be issued under the Plan
    resulting from any such adjustment, but the Board in its discretion may make
    a cash payment in lieu of fractional shares.

    (c)          Mergers.  In the event a consolidation or merger or sale of 
                 -------            
    all or substantially all of the assets of the Company in which outstanding
    shares of Stock are exchanged for securities, cash or other property of any
    other corporation or business entity or in the event of a liquidation of the
    Company, (i) vesting and exercisability of all unvested and unexercisable
    Awards shall be accelerated as to fifty percent (50%) of the amount of the
    Award not then vested or exercisable and (ii) the Board, or the board of
    directors of any corporation assuming the obligations of the Company, may,
    in its discretion, take any one or more of the following actions, as to
    outstanding Stock Options: (x) provide that such Stock Options shall be
    assumed, or equivalent options shall be substituted, by the acquiring or
    succeeding corporation (or an affiliate thereof), (y) upon written notice to
    the optionees, provide that all unexercised Stock Options will terminate
    immediately prior to the consummation of such transaction unless exercised
    by the optionee within a specified period following the date of such notice,
    and/or (z) in the event of a business combination under the terms of which
    holders of the Stock of the Company will receive upon consummation thereof a
    payment for each share surrendered in the business combination (the "Merger
    Price"), make or provide for a cash payment to the optionees equal to the
    difference -- between (A) the Merger Price times the number of shares of
    Stock subject to such outstanding Stock Options (to the extent then
    exercisable at prices not in excess of the Merger Price) and (B) the
    aggregate exercise price of all such outstanding options in exchange for the
    termination of such options.

    (d)          Substitute Awards.  The Board may grant Awards under the Plan
                  -----------------          
    in substitution for stock and stock based awards held by employees of
    another corporation who concurrently become employees of the Company or a
    Subsidiary as the result of a merger or consolidation of the employing
    corporation with the Company or a Subsidiary or the acquisition by the
    Company or a Subsidiary of property or stock of the employing corporation.
    The Board may direct that the substitute awards be granted on such terms and
    conditions as the Board considers appropriate in the circumstances.

    SECTION 4.  ELIGIBILITY
                -----------

    Participants in the Plan will be such full or part-time officers, employees
    or consultants of the Company and its Subsidiaries who are responsible for
    or contribute to the management, growth or profitability of the Company and
    its Subsidiaries and who are selected from time to time by the Board, in its
    sole discretion.

                                      -20-
<PAGE>
 
    SECTION 5.  STOCK OPTIONS
                -------------

    (a)          General.  Any Stock Option granted under the Plan shall be in
                  -------     
    such form as the Board may from time to time approve. Stock Options granted
    under the Plan may be either Incentive Stock Options or Non-Qualified Stock
    Options. To the extent that any Option does not qualify as an Incentive
    Stock Option, it shall constitute a Non-Qualified Stock Option. No Incentive
    Stock Option shall be granted under the Plan after May 27, 2004.

    (b)          Stock Options Granted to Eligible Participants.  The Board in
                  ----------------------------------------------    
    its discretion may grant Stock Options to eligible officers, employees or
    consultants of the Company or any Subsidiary. Stock Options granted to
    directors, officers, employees or consultants pursuant to this Section 5(b)
    shall be subject to the following terms and conditions and shall contain
    such additional terms and conditions, not inconsistent with the terms of the
    Plan, as the Board shall deem desirable:

                   (i)    Exercise Price.  The exercise price per share for the
                          --------------                                       
              Stock covered by a Stock Option granted pursuant to this Section
              5(b) shall be determined by the Board at the time of grant but
              shall not be less than 100% of the Fair Market Value on the date
              of grant.  If an employee owns or is deemed to own (by reason of
              the attribution rules applicable under Section 424(d) of the Code)
              more than 10% of the combined voting power of all classes of stock
              of the Company or any Subsidiary or parent corporation and an
              Incentive Stock Option is granted to such employee, the option
              price of such Incentive Stock Option shall be not less than 110%
              of the Pair Market Value on the grant date.

                   (ii)   Option Term.  The term of each Stock Option shall be
                          -----------                                         
              fixed by the Board, but no Incentive Stock Option shall be
              exercisable more than ten years after the date the option is
              granted.  If an employee owns or is deemed to own (by reason of
              the attribution rules of Section 424(d) of the Code) more than 10%
              of the combined voting power of all classes of stock of the
              Company or any Subsidiary or parent corporation and an Incentive
              Stock Option is granted to such employee, the term of such option
              shall be no more than five years from the date of grant.

                   (iii)  Exercisable Rights of a Stockholder.  Stock Options
                          -----------------------------------                
              shall become vested and exercisable at such time or times, whether
              or not in installments, as shall be determined by the Board at or
              after the grant date the Board may at any time accelerate the
              exercisability of all or any portion of any Stock Option.  An
              optionee shall have the rights of a stockholder only as to shares
              acquired upon the exercise of a Stock Option and not as to
              unexercised Stock Options.

                   (iv)   Method of Exercise.  Stock Options may be exercised in
                          ------------------                                    
              whole or in part, by giving written notice of exercise to the
              Company, specifying the number of shares to be purchased.  Payment
              of the purchase price may be made by one or more of the following
              methods:

                        (A)   In cash, by certified or bank check or other
                   instrument acceptable to the Board;

                        (B)   In the form of shares of Stock that are not then
                   subject to restrictions under any Company plan and that have
                   been held by the optionee for at least six months, if
                   permitted by the Board in its discretion.  Such surrendered
                   shares shall be valued at Fair Market Value on the exercise
                   date; or

                                      -21-
<PAGE>
 
                        (C)   By the optionee delivering to the Company a
                   properly executed exercise notice together with irrevocable
                   instructions to a broker to promptly deliver to the Company
                   cash or a check payable and acceptable to the Company to pay
                   the purchase price; provided that in the event the optionee
                   chooses to pay the purchase price as so provided, the
                   optionee and the broker shall comply with such procedures and
                   enter into such agreements of indemnity and other agreements
                   as the Board shall prescribe as a condition of such payment
                   procedure.

    Payment instruments will be received subject to collection.  The delivery of
    certificates representing the shares of Stock to be purchased pursuant to
    the exercise of a Stock Option will be contingent upon receipt from the
    optionee (or a purchaser acting in his stead in accordance with the
    provisions of the Stock Option) by the Company of the full purchase price
    for such shares and the fulfillment of any other requirements contained in
    the Stock Option or applicable provisions of laws.

                   (v)    Vesting of Stock Options.  Stock Options shall vest in
                          -------------------------    
              accordance with vesting schedule adopted by the Board in
              connection with the issuance of such Stock Options.

                   (vi)   Non-transferability of Options.  Except as otherwise
                          ------------------------------                      
              permitted by the Board, no Stock Option shall be transferable by
              the optionee otherwise than by will or by the laws of descent and
              distribution and all Stock Options shall be exercisable, during
              the optionee's lifetime, only by the optionee.

                   (vii)  Termination by Reason of Death.  Any Stock Option held
                          ------------------------------                        
              by an optionee whose employment by the Company and its
              Subsidiaries is terminated by reason of death may thereafter be
              exercised by the legal representative or legatee of the optionee,
              for a period of six months (or such longer period as the Board
              shall specify at any time) from the date of death, or until the
              expiration of the stated term of the Option, if earlier.

                   (viii)  Termination by Reason of Disability.
                           ----------------------------------- 

                           (A)   Any Stock Option held by an optionee whose
                   employment by the Company and its Subsidiaries is terminated
                   by reason of Disability shall become fully exercisable and
                   may thereafter be exercised, for a period of six months (or
                   such longer period as the Board shall specify at any time)
                   from the date of such termination of employment, or until the
                   expiration of the stated term of the Option, if earlier.

                           (B)   The Board shall have sole authority and
                   discretion to determine whether a participant's employment
                   has been terminated by reason of Disability.

                           (C)   Except as otherwise provided by the Board at
                   any time, the death of an Optionee during the period provided
                   in this Section 5(b)(vii) for the exercise of a Stock Option
                   shall extend such period for six months from the date of
                   death, subject to termination on the expiration of the stated
                   term of the Option, if earlier.

                   (ix)   Other Termination.  Unless otherwise determined by the
                          -----------------                                     
              Board, if an optionee's employment by the Company and its
              Subsidiaries terminates for any reason other than death or
              Disability, any Stock Option held by such optionee may thereafter
              be exercised, to the extent it was exercisable on the date of
              termination of 

                                      -22-
<PAGE>
 
              employment, for three months (or such longer period as the Board
              shall specify at any time) from the date of termination of
              employment or until the expiration of the stated term of the
              Option, if earlier.

                   (x)    Annual Limit on Incentive Stock Options.  To the 
                          ---------------------------------------       
              extent required for "incentive stock option" treatment under
              Section 422 of the Code, the aggregate Fair Market Value
              (determined as of the time of grant) of the shares of Stock with
              respect to which Incentive Stock Options granted under this Plan
              and any other plan of the Company or its Subsidiaries become
              exercisable for the first time by an optionee during any calendar
              year shall not exceed $100,000. To the extent that any Stock
              Option exceeds this limit, it shall constitute a Non-Qualified
              Stock Option.

                   (xi)   Limitation on Grants of Options.  The maximum number
                          -------------------------------          
              of shares subject to Stock Options that can be granted under the
              Plan to any executive officer of the Company or its Subsidiaries,
              or to any other person eligible for a grant of a Stock Option
              under Section 5 is 500,000 shares for the first 10 years of the
              Plan and 50,000 shares per year thereafter.

                   (xii)  Form of Settlement.  Shares of Stock issued upon
                          ------------------                              
              exercise of a Stock Option shall be free of all restrictions under
              the Plan, except as otherwise provided in the Plan.

    SECTION 6.  RESTRICTED STOCK AWARDS
                -----------------------

    (a)       Nature of Restricted Stock Awards.  The Board may grant 
              ---------------------------------       
    Restricted Stock Awards to any director, officer, employee or consultant of
    the Company or any Subsidiary. A Restricted Stock Award is an Award
    entitling the recipient to acquire, at no cost or for a purchase price
    determined by the Board, shares of Stock subject to such restrictions and
    conditions as the Board may determine at the time of grant ("Restricted
    Stock"). Conditions may be based on continuing employment and/or achievement
    of preestablished performance goals and objectives.

    (b)       Acceptance of Award.  A participant who is granted a Restricted 
              -------------------                
    Stock Award shall have no rights with respect to such Award unless the
    participant shall have accepted the Award within 30 days (or such shorter
    date as the Board may specify) following the award date by making payment to
    the Company, if required, by certified or bank check or other instrument or
    form of payment acceptable to the Board in an amount equal to the specified
    purchase price, if any, of the shares covered by the Award and by executing
    and delivering to the Company a written instrument that sets forth the terms
    and conditions of the Restricted Stock Award in such form as the Board shall
    determine.

    (c)       Rights as a Stockholder.  Upon complying with Section 6(b) above,
              -----------------------      
    a participant shall have the rights of a stockholder with respect to the
    voting of the Restricted Stock, subject to such conditions contained in the
    written instrument evidencing the Restricted Stock Award.

    (d)       Restrictions.  Restricted Stock may not be sold, assigned, 
              ------------              
    transferred, pledged or otherwise encumbered or disposed of except as
    specifically provided herein or in the written instrument evidencing the
    Restricted Stock Award. In the event of termination of services by the
    Company and its Subsidiaries for any reason other than death or Disability,
    the Company shall have the right, at the discretion of the Board, to
    repurchase Restricted Stock with respect to which conditions have not lapsed
    at their purchase price, or to require forfeiture of such shares to the
    Company if acquired at no cost, from the participant or the participant's
    legal representative.

    (e)       Vesting of Restricted Stock.  The Board at the time of grant shall
              ---------------------------                                       
    specify the date or dates and/or the attainment of pre-established
    performance goals, objectives and other conditions on 

                                      -23-
<PAGE>
 
    which the non-transferability of the Restricted Stock and the Company's
    right of repurchase or forfeiture shall lapse. Subsequent to such date or
    dates and/or the attainment of such pre-established performance goals,
    objectives and other conditions, the shares on which all restrictions have
    lapsed shall no longer be Restricted Stock and shall be deemed "vested." A
    participant whose employment is terminated for reason of death or Disability
    shall become fully vested in his Restricted Stock on his termination date to
    the extent such vesting is otherwise contingent only on continued service
    with the Company. Where vesting is contingent on attainment of pre-
    established performance goals, the vesting of Restricted Stock in the case
    of death or Disability shall remain dependent on the attainment of such
    goals and shall be determined as of such date or dates specified by the
    Board.

    (f)       Waiver, Deferral and Reinvestment of Dividends.  The written 
              ----------------------------------------------       
    instrument evidencing the Restricted Stock Award may require or permit the
    immediate payment, waiver, deferral or investment of dividends paid on the
    Restricted Stock.

    (g)       Vesting in Chief Executive Officer's Restricted Stock.  The 
              -----------------------------------------------------      
    Restricted Stock purchased by the Chief Executive Officer of the Company, as
    of May 24, 1994, is vested as to fifty percent (50%) of the shares purchased
    and the remaining shares of Restricted Stock purchased by the Chief
    Executive Officer of the Company, as of May 24, 1994, shall become vested at
    the rate of ten percent (10%) on or after May 24, 1995 (the "Anniversary
    Date") and an additional 10% on or after each of the next four anniversaries
    of the Anniversary Date, so long as the Chief Executive Officer has been
    employed continuously by the Company or a Subsidiary.

    SECTION 7.  UNRESTRICTED STOCK AWARDS
                -------------------------

    The Board may, in its sole discretion, grant (or sell at a purchase price
    determined by the Board) an Unrestricted Stock Award to any employee of the
    Company or any Subsidiary pursuant to which such employee may receive shares
    of Stock free of any restrictions under the Plan in lieu of any cash
    compensation to such employee.

    SECTION 8.  PERFORMANCE SHARE AWARDS
                ------------------------

    (a)       Nature of Performance Share Awards.  A Performance Share Award is 
              ----------------------------------         
    an award entitling the recipient to acquire shares of Stock upon the
    attainment of specified performance goals. The Board may make Performance
    Share Awards independent of or in connection with the granting of any other
    Award under the Plan. Performance Share Awards may be granted under the Plan
    to any employees of the Company or any Subsidiary, including those who
    qualify for awards under other performance plans of the Company. The Board
    in its sole discretion shall determine whether and to whom Performance Share
    Awards shall be made, the performance goals applicable under each such
    Award, the periods during which performance is to be measured, and all other
    limitations and conditions applicable to the awarded Performance Shares;
    provided, however, that the Board may rely on the performance goals and
    other standards applicable to other performance unit plans of the Company in
    setting the standards for Performance Share Awards under the Plan.

    (b)       Restrictions on Transfer.  Performance Share Awards and all 
              ------------------------       
    rights with respect to such Awards may not be sold, assigned, transferred,
    pledged or otherwise encumbered.

    (c)       Rights as a Shareholder.  A participant receiving a Performance 
              -----------------------           
    Share Award shall have the rights of a shareholder only as to shares
    actually received by the participant under the Plan and not with respect to
    shares subject to the Award but not actually received by the participant. A
    participant shall be entitled to receive a stock certificate evidencing the
    acquisition of shares of Stock under a Performance Share Award only upon
    satisfaction of all conditions specified in the written instrument
    evidencing the Performance Share Award (or in a performance plan adopted by
    the Board).

                                      -24-
<PAGE>
 
    (d)       Termination.  Except as may otherwise be provided by the Board at
               -----------               
    any time prior to termination of employment, a participant's rights in all
    Performance Share Awards shall automatically terminate upon the
    participant's termination of employment by the Company and its Subsidiaries
    for any reason.

    (e)       Acceleration, Waiver, Etc.  At any time prior to the participant's
              -------------------------                                         
    termination of employment by the Company and its Subsidiaries, the Board may
    in its sole discretion accelerate, waive or, subject to Section 11, amend
    any or all of the goals, restrictions or conditions imposed under any
    Performance Share Award.

    SECTION 9.  TAX WITHHOLDING
                ---------------

    (a)       Payment by Participant.  Each participant shall, no later than 
              ----------------------          
    the date as of which the value of an Award or of any Stock or other amounts
    received thereunder first becomes includable in the gross income of the
    participant for Federal income tax purposes, pay to the Company, or make
    arrangements satisfactory to the Board regarding payment of, any Federal,
    state, or local taxes of any kind required by law to be withheld with
    respect to such income. The Company and its Subsidiaries 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 participant.

    (b)       Payment in Stock.  A participant may elect to have such tax 
              ----------------                 
    withholding obligation satisfied, in whole or in part, by (i) authorizing
    the Company to withhold from shares of Stock to be issued pursuant to any
    Award a number of shares with an aggregate Fair Market Value (as of the date
    the withholding is effected) that would satisfy the withholding amount due,
    or (ii) transferring to the Company shares of Stock owned by the participant
    with an aggregate Fair Market Value (as of the date the withholding is
    effected) that would satisfy the withholding amount due.

    SECTION 10.  TRANSFER, LEAVE OF ABSENCE, ETC.
                 --------------------------------

    For purposes of the Plan, the following events shall not be deemed a
    termination of employment:

    (a)       a transfer to the employment of the Company from a Subsidiary or
    from the Company to a Subsidiary, or from one Subsidiary to another; or

    (b)       an approved leave of absence for military service or sickness, or
    for any other purpose approved by the Company, if the employee's right to 
    re-employment is guaranteed either by a statute or by contract or under the
    policy pursuant to which the leave of absence was granted or if the Board
    otherwise so provides in writing.

    SECTION 11.  AMENDMENTS AND TERMINATION
                 --------------------------

    The Board may, at any time, amend or discontinue the Plan and the Board may,
    at any time, amend or cancel any outstanding Award (or provide substitute
    Awards at the same or reduced exercise or purchase price or with no exercise
    or purchase price, but such price, if any, must satisfy the requirements
    which would apply to the substitute or amended Award if it were then
    initially granted under this Plan) for the purpose of satisfying changes in
    law or for any other lawful purpose, but no such action shall adversely
    affect rights under any outstanding Award without the holder's consent.

    SECTION 12.  STATUS OF PLAN
                 --------------

    With respect to the portion of any Award which has not been exercised and
    any payments in cash, Stock or other consideration not received by a
    participant, a participant shall have no rights greater than those of a
    general creditor of the Company unless the Board shall otherwise expressly

                                      -25-
<PAGE>
 
    determine in connection with any Award or Awards.  In its sole discretion,
    the Board may authorize the creation of trusts or other arrangements to meet
    the Company's obligations to deliver Stock or make payments with respect to
    Awards hereunder, provided that the existence of such trusts or other
    arrangements is consistent with the foregoing sentence.

    SECTION 13.  EFFECT OF CERTAIN TRANSACTIONS
                 ------------------------------

    In the case of (i) the dissolution or liquidation of the Company, (ii) a
    reorganization, merger or consolidation pursuant to a bona fide negotiated
                                                          ---------           
    transaction with an unaffiliated third party in which the Company is
    acquired by another entity or in which the Company is not the surviving
    corporation, or (iii) the sale of all or substantially all of the assets of
    the Company to another entity in connection with a bona fide negotiated
                                                       ---------           
    transaction with an unaffiliated third party, each outstanding Stock Option
    shall terminate on the effective date of such transaction.  The Optionee's
    right to exercise previously unvested Stock Options under this Section 13
    shall be contingent upon the consummation of the transaction giving rise to
    termination of any such Stock Option under this Section 13.

    SECTION 14.  GENERAL PROVISIONS
                 ------------------

    (a)       No Distribution Compliance with Legal Requirements.  The Board may
              --------------------------------------------------                
    require each person acquiring Stock pursuant to an Award to represent to and
    agree with the Company in writing that such person is acquiring the shares
    without a view to distribution thereof.

    No shares of Stock shall be issued pursuant to an Award until all applicable
    securities law and other legal and stock exchange or similar requirements
    have been satisfied.  The Board may require the placing of such stop-orders
    and restrictive legends on certificates for Stock and Awards as it deems
    appropriate.

    (b)       Delivery of Stock Certificates.  Delivery of stock certificates to
              ------------------------------                                    
    participants under this Plan shall be deemed effected for all purposes when
    the Company or a stock transfer agent of the Company shall have mailed such
    certificates in the United States mail, addressed to the participant, at the
    participant's last known address on file with the Company.

    (c)       Other Compensation Arrangements; No Enrollment Rights.  Nothing
              -----------------------------------------------------          
    contained in this Plan shall prevent the Board from adopting other or
    additional compensation arrangements, including trusts, and such
    arrangements may be either generally applicable or applicable only in
    specific cases.  The adoption of this Plan and the grant of Awards do not
    confer upon any employee any right to continued employment with the Company
    or any Subsidiary.

                                      -26-
<PAGE>
 
    SECTION 15.  EFFECTIVE DATE OF PLAN
                 ----------------------

    This Plan shall become effective upon approval by the holders of a majority
    of the shares of Stock of the Company entitled to vote at a meeting of
    stockholders or by written consent.  Subject to such approval by the
    stockholders and to the requirement that no Stock may be issued hereunder
    prior to such approval, Stock Options and other Awards may be granted
    hereunder on and after adoption of this Plan by the Board.

    SECTION 16.  GOVERNING LAW
                 -------------

              This Plan shall be governed by the law of the State of Delaware
    except to the extent such law is preempted by federal law.

    SECTION 17.  EXCHANGE ACT: RULE 16b-3
    -------------------------------------

    (a)       General.  The Plan is intended to comply with Rule 16b-3 
              --------      
    ("Rule 16b-3") under the Exchange Act from and after the Registration Date.
    From and after the Registration Date, any provision inconsistent with Rule
    16b-3 (as in effect on the Registration Date) shall, to the extent permitted
    by law and determined to be advisable by the Committee (constituted in
    accordance with Section 17(b) hereof) or the Board (acting pursuant to
    Section 17(c) hereof), be inoperative and void. In addition, from and after
    the Registration Date, the provisions set forth in Sections 17(a) through
    17(e) shall apply.

    (b)       Stock Option Committee.  From and after the Registration Date, the
              -----------------------                                           
    Committee appointed pursuant to Section 2(b) hereof shall consist of not
    fewer than two members of the Board, neither of whom, during the period of
    service on such Committee and the year prior to service on such Committee,
    shall have been granted an Option under the Plan or been granted or awarded
    an option or other security under any plan of the Company other than as
    permitted under Rule 16b-3 and each of whom shall qualify (at the time of
    appointment to the Committee and during all periods of service on the
    Committee) in all respects as a "disinterested person" as defined in Rule
    16b-3.

    (c)       Action by the Board.  From and after the Registration Date, the 
              --------------------    
    Board may act under the Plan other than by, or in accordance with the
    recommendations of, the Committee, constituted as set forth in Section 17(b)
    hereof, only if all members of the Board are "disinterested persons" as
    defined in Rule 16b-3.

    (d)       Additional Restriction on Transfer of Stock.  From and after the
              --------------------------------------------                    
    Registration Date, no director, officer or other "insider" of the Company
    subject to Section 16 of the Exchange Act shall be permitted to sell Stock
    (which such "insider" had received upon exercise of an Option) during the
    six months immediately following the grant of such Option.

    (e)       Additional Requirement of Stockholders' Approval.  From and after
              -------------------------------------------------       
    the Registration Date, no amendment by the Board shall, without approval by
    the affirmative votes of the holders of a majority of the shares present, or
    represented, and entitled to vote at a duly held meeting of the stockholders
    of the Company at which a quorum is present, either in person or by proxy,
    or by written consent in accordance with applicable state law and the
    Certificate of Incorporation and Bylaws of the Company, materially increase
    the benefits accruing to Section 16 "insiders" under the Plan or take any
    other action that would require the approval of such stockholders pursuant
    to Rule 16b-3.

                                      -27-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 101637}]
{"company-data": {"conformed-name": "AMISYS MANAGED CARE SYSTEMS INC", "cik": "0001003202", "assigned-sic": "7373", "irs-number": "133355918", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06587", "film-number": "96584133"}, "business-address": {"street1": "30 WEST GUDIE DR", "street2": "5TH FL", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012518600"}, "mail-address": {"street1": "30 WEST GUDE DRIVE FIFTH FLOOR", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}, "former-company": {"former-conformed-name": "ADVANTA SYSTEMS INC", "date-changed": "19951108"}}
As filed with the Securities and Exchange Commission on June 21, 1996

                                                        Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                 ____________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       AMISYS Managed Care Systems, Inc.
            -------------------------------------------------------             
             (Exact name of registrant as specified in its charter)

                                    Delaware
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   13-3355918
                   ---------------------------------------  
                      (I.R.S. employer identification no.)

              30 West Gude Drive, 5th Floor, Rockville, MD  20850
         -------------------------------------------------------------
            (Address of principal executive offices)     (Zip code)

          AMISYS Managed Care Systems, Inc. 1994 Equity Incentive Plan
          ------------------------------------------------------------
         AMISYS Managed Care Systems, Inc. Directors' Stock Option Plan
         --------------------------------------------------------------
                           (Full title of the plans)

                                 Kevin R. Brown
                Chairman, President and Chief Executive Officer
                       AMISYS Managed Care Systems, Inc.
                         30 West Gude Drive, 5th Floor
                           Rockville, Maryland  20850
                      --------------------------------------------
                    (Name and address of agent for service)

                                 (301) 251-8600
         ------------------------------------------------------------- 
         (Telephone number, including area code, of agent for service)
                                    Copy to:
                               Michael J. Silver
                             Hogan & Hartson L.L.P.
                            111 South Calvert Street
                           Baltimore, Maryland  21202
                                 (410) 659-2741

                        CALCULATION OF REGISTRATION FEE
================================================================================================================================
          Title of securities               Amount to be         Proposed          Proposed  maximum           Amount of
            to be registered               registered(1)     maximum offering     aggregate offering      registration fee(1)
                                                            price per share(1)         price(1)
- --------------------------------------------------------------------------------------------------------------------------------
(a)   601,600        (a) $ 1.84          (a)  1,108,660            (a)    382
 Common Stock, par value $.001 per share
                                            (b) 1,351,400        (b) $23.00          (b) 31,082,200            (b) 10,718
 
 
 
                                                                                                         Total Fee:   $11,100
=================================================================================================================================
(1)  Pursuant to Rule 457(h)(1), the proposed maximum offering price
per share, proposed maximum aggregate offering price and the amount of the
registration fee are based on (a) the weighted average option exercise price of
$1.84 per share for the 601,600 Shares issuable upon exercise of currently
outstanding options and (b) the average of the bid and asked prices of $23.00
per share of AMISYS Managed Care Systems, Inc. on the NASDAQ/National Market
System on June 20, 1996 with respect to the other 1,351,400 shares otherwise
issuable under the plans listed above.
 
- --------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
    sent or given to each person eligible to participate in the AMISYS Managed
    Care Systems, Inc. 1994 Equity Incentive Plan ("Incentive Plan") and AMISYS
    Managed Care Systems, Inc. Directors' Stock Option Plan ("Directors' Plan")
    (collectively the "Plans") as specified by Rule 428(b)(1).   In accordance
    with the instructions to Part I of Form S-8, such documents will not be
    filed with the Commission either as part of this Registration Statement or
    as prospectuses or prospectus supplements pursuant to Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.  Incorporation of Documents by Reference.

         AMISYS Managed Care Systems, Inc. (the "Registrant") hereby
    incorporates by reference into this registration statement the following
    documents:

         (a)  The Registrant's Annual Report on Form 10-K, as amended  for the
              year ended December 31, 1995;

         (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter
              ended March 30, 1996; and

         (c)  The description of the Registrant's Common Stock contained in the
              Registrant's Registration Statement on Form 8-A filed with the
              Securities and Exchange Commission on December 11, 1995 and
              registering shares of Common Stock pursuant to Section 12(g) of
              the Exchange Act.

         In addition, all documents filed by the Registrant subsequent to the
    date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
    Act, subsequent to the filing of this Registration Statement and prior to
    the filing of a post-effective amendment which indicates that all securities
    offered have been sold or which deregisters all securities remaining unsold,
    shall be deemed to be incorporated by reference in this Registration
    Statement and to be part of hereof from the date of the filing of such
    documents.

         Any statement contained in a document incorporated or deemed to be
    incorporated by reference shall be deemed to be modified or superseded to
    the extent that a statement contained in any other subsequently filed
    document which also is or is deemed to be incorporated by reference herein
    modifies or supersedes such prior statement.  The documents required to be
    so modified or superseded shall not be deemed to constitute a part of this
    Registration Statement, except as so modified or superseded.

         To the extent that any proxy statement is incorporated by reference
    herein, such incorporation shall not include any information contained in
    such proxy statement which is not, pursuant to the Commission's rules,
    deemed to be "filed" with the Commission or subject to the liabilities of
    Section 18 of the Exchange Act.

                                      -1-
Item 4.  Description of Securities.

         A description of the Registrant's Common Stock is incorporated by
    reference into this Registration Statement under Item 3.

    Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

    Item 6.  Indemnification of Directors and Officers.

         Item 14 of Part II of the Registration Statement of the Registrant on
    Form S -1 (Registration No. 33-99030) is hereby incorporated by reference
    into this Registration Statement.

                              *        *        *

         Insofar as indemnification for liabilities arising under the Securities
    Act of 1933 may be permitted to directors, officers, and controlling persons
    of the Registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Securities Act and is, therefore, unenforceable.  In the
    event that a claim for indemnification against such liabilities (other than
    the payment by the Registrant of the expenses incurred or paid by a
    director, officer or controlling person of the Registrant in the successful
    defense of any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities being
    registered, the Registrant will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Act and will be governed by the
    final adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

              Exhibit
              -------               
              Number       Description
              ------       -----------
               3.02        Amended and Restated Certificate of Incorporation of
                           AMISYS Managed Care Systems, Inc. (incorporated by
                           reference to Exhibit 3.02, Registration Statement on
                           Form S-1, Registration No. 33-99030, declared
                           effective on December 19, 1995)

               3.04        Amended and Restated Bylaws of AMISYS Managed Care
                           Systems, Inc. (incorporated by reference to Exhibit
                           3.04, Registration Statement on Form S-1,
                           Registration No. 33-99030, declared effective on
                           December 19, 1995)

               5           Opinion of Hogan & Hartson L.L.P. Regarding the
                           Legality of the Shares of Common Stock Being
                           Registered

               10.02       AMISYS Managed Systems, Inc. 1994 Equity Incentive 
                           Plan, as amended

                                      -2-
10.13       AMISYS Managed Care Systems, Inc. Directors' Stock 
                           Option Plan

               10.14       Form of Stock Option Agreement related to the 1994 
                           Equity Incentive Plan

               10.15       Form of Stock Option Agreement related to the 
                           Directors' Stock Option Plan

               23.01       Consent of Hogan & Hartson L.L.P. (included in 
                           Exhibit 5)

               23.02       Consent of Independent Auditors

               24.01       Power of Attorney
 
 
 
Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this registration
                   statement:

                   (i)    To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933;

                   (ii)   To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement;

                   (iii)  To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement.

                   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                   do not apply if the registration statement is on Form S-3 or
                   Form S-8, and the information required to be included in a
                   post-effective amendment by those paragraphs is contained in
                   periodic reports filed by the Registrant pursuant to Section
                   13 or Section 15(d) of the Securities Exchange Act of 1934
                   that are incorporated by reference in the registration
                   statement.

              (2)  That, for the purpose of determining any liability under the
                   Securities Act of 1933, each such post-effective amendment
                   shall be deemed to be a new registration statement relating
                   to the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

                                      -3-
(b)  The undersigned Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the Registrant's annual report pursuant to Section 13(a)
              or Section 15(d) of the Exchange Act (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Exchange Act) that is incorporated by
              reference in this Registration Statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

         (c)  The undertaking concerning indemnification is set forth under the
              response to Item 6.

                                      -4-
PROSPECTUS
                                                                      ----------

                          AMISYS MANAGED CARE SYSTEMS
               SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

                               ----------------
                                        
                            OFFERED PURSUANT TO THE
  AMISYS MANAGED CARE SYSTEMS, INC. 1994 EQUITY INCENTIVE PLAN AND DIRECTORS'
                               STOCK OPTION PLAN
                               
                               ----------------         

          This Prospectus covers an aggregate of 1,953,000 shares (subject to
adjustment under certain circumstances) of common stock, par value $.001 per
share (the "Common Stock"), of AMISYS Managed Care Systems, a Delaware
corporation (the "Company"), issuable by the Company upon exercise of stock
options granted under the AMISYS Managed Care Systems, Inc. 1994 Equity
Incentive Plan ("Incentive Plan") and Directors' Stock Option Plan ("Directors'
Plan") (collectively the "Plans") and the resale of common stock issuable upon
exercise of such options and the resale of restricted Stock issued pursuant to
the Plans. See "General Information."

                               ----------------
                              
          No person has been authorized to give any information or to make any
representations other than those contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change in the affairs of the Company or in the Plans since the date
hereof, or that the information contained or incorporated by reference herein is
correct as of any time subsequent to its date.

                               ----------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                       ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                                        
                                ---------------

                 The date of this Prospectus is June 21, 1996.

                                      -5-
GENERAL INFORMATION

         This document (the "Prospectus") constitutes part of a prospectus
covering securities that have been registered under the Securities Act of 1933,
as amended (the "1993 Act"). The Prospectus does not contain all of the
information set forth in the Registration Statement filed with the Securities
and Exchange Commission (the "Commission") for registration of such securities
(the "Registration Statement"), certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. The information
omitted may be obtained from the Commission's Public Reference Room upon payment
of the fees prescribed. The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents or parts thereof
containing information incorporated by reference in Item 3 of Part II of the
Registration Statement, other than the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents), which
documents are incorporated by reference in this Prospectus. Such requests should
be directed to AMISYS Managed Care Systems, Inc., Attention: Julie Pulzone. The
Company's telephone number is (301) 251-8600. Additional copies of this
Prospectus also may be obtained upon request at such address or telephone
number.

          This Prospectus covers the shares (the "Shares") of voting Common
Stock issuable by the Company upon exercise of options (the "Options") granted
under the Plans and the resale of Shares held by affiliates and the resale of
restricted Shares held by affiliates and non-affiliates. All Options and
Restricted Shares will be evidenced by a written agreement which will
incorporate by reference both the terms of the grant and the provisions of the
applicable Plan.

          The Directors' Plan was adopted by the Board of Directors of the
Company (the "Board") on April 15, 1996 and was approved by the shareholders of
the Company on May 30, 1996. The Directors' Plan became effective on 
May 30, 1996 (the "Effective Date") and will terminate on May 30, 2006. The
Incentive Plan was adopted by the Board of Directors in May 1994 and was amended
in November 1995. The stockholders of the Company approved the Incentive Plan in
November 1995.

          Option holders and Shareholders who are affiliates of the Company may
sell the Shares acquired under this Prospectus only pursuant to a registration
statement and prospectus or pursuant to an available exemption from the
registration requirements of the 1933 Act. An "affiliate" is a person who,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Company. Persons who are
affiliates of the Company should consult both their own and the Company's
counsel if they wish to resell Shares acquired under this Prospectus.
Shareholders who acquired restricted Shares through the exercise of options or
through a restricted stock award may resell the Shares pursuant to this
Registration Statement by means of the reoffer prospectus which is included as
part of this Registration Statement. However, until such time as the Company
meets the registrant requirements of Form S-3, the amount of securities to be
reoffered or resold by means of the reoffer prospectus by any person (and any
other person with whom he or she is acting in concert for the purpose of selling
securities of the Company, may not exceed, during any three month period, the
amount specified in Rule 144(E) of the Securities Act of 1933. Optionholders who
are not affiliates of the Company may sell Shares acquired under this Prospectus
without regard to these restrictions.

          In addition, Optionholders or Shareholders who are officers or
directors of the Company or beneficial owners of more than five percent of the
Common Stock are advised to consult their counsel as to the applicability of
Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to their transactions under the Plans. Section 13(d) requires
beneficial owners of more than five percent of the Common Stock to file certain
reports with the Commission. Section 16 requires officers, directors, and
beneficial owners of more than ten percent 

                                      -6-
of the Common Stock to file with the Commission of their transactions in the
Company's Common Stock. Moreover, persons subject to Section 16 may be required
to turn over to the Company any profits realized upon a purchase and sale of the
Company's Common Stock within a period of less than six months. The Company has
designed and adopted its Plans with the intention of qualifying for certain
exemptions from Section 16 available pursuant to the regulations of the
Commission.

          The summary herein of the Plans do not purport to be complete, and
reference is made to the Plans (copies of which are filed exhibits to this
Registration Statement and incorporated herein by reference for a full and
complete statement of the terms and provisions thereof. Copies of the Plans are
available from the Company upon request. Each Optionee should refer to the Plans
and his or her particular Option or Stockholders' Agreement for information
concerning the specific terms and conditions of his or her Options or Shares.

          The principal executive offices of the Company are located at 30 West
Gude Drive, 5th Floor, Rockville, Maryland 20850, and its telephone number is
(301) 251-8600.

                              THE DIRECTORS' PLAN

      The Directors' Plan provides for the award of stock options to non-
employee directors. The following is a brief summary of the principal features
of the Directors' Plan proposed by the Board of Directors, which the Company
believes is a fair and complete summary of the Directors' Plan. This summary is
qualified in its entirety by reference to the terms of the Directors' Plan
included as an exhibit to this Registration Statement.

Objectives

      The objectives of the Directors' Plan are to provide Directors with an
increased incentive to make significant and extraordinary contributions to the
long-term performance and growth of the Corporation; to join the interests of
the outside directors, through the opportunity for increased stock ownership,
with the interests of the Corporation's stockholders; and to attract outside
directors in the future and encourage them to remain on the Board of Directors
of the Corporation.

Eligibility

      Any director who is member of the Corporation's Board of Directors who is
not an officer or employee of the Corporation is eligible to receive options
under the Directors' Plan.

Stock Options

      All options to be granted under the Directors' Plan are non-statutory
stock options for purposes of tax treatment under the Code.

      Stock Options granted under the Directors' Plan give the optionholder the
right to purchase Common Stock at a price (the "Option Exercise Price") fixed in
the Stock Option Agreement executed by the optionholder and the Corporation at
the time of grant. The Option Exercise Price will not be less than the fair
market value of a share of the authorized and issued Common Stock on the date
the option is granted. "Fair Market Value" for purposes of the Directors' Plan
generally will be equal to the closing price for the Corporation's Common Stock
on the day prior to date of grant. The period for exercising an option begins
six months after the option is granted and generally ends ten years from the
date the option is granted. Options granted under the Plan become "vested" in
the optionholder immediately. During the period an option is exercisable, the
optionholder may pay the purchase price for the shares subject to the option in
cash or in shares of Common Stock of the Company.

                                      -7-
Shares Available Under the Directors' Plan

         An aggregate of 300,000 shares of Common Stock are reserved for
    issuance to participants under the Directors' Plan.   In the event of any
    changes in the Common Stock of the Corporation by reason of stock dividends,
    split-ups, recapitalization, mergers, consolidations, combinations or other
    exchanges of shares and the like, appropriate adjustments will be made by
    the Board of Directors to the number of shares of Common Stock available for
    issuance under the Directors' Plan, the number of shares subject to
    outstanding options and/or the exercise price per share of outstanding
    options, as necessary substantially to preserve optionholders' economic
    interests in their options.

         No shares will be issued under the Directors' Plan until full payment
    therefor has been made to the Corporation.  A holder of an option will have
    none of the rights of a stockholder (i.e., voting, dividend and other
    ownership rights) until the shares are issued to him or her.

         Shares subject to an option which remain unpurchased at the expiration,
    termination or cancellation of an option will again be available for use
    under the Directors' Plan, but shares surrendered as payment for an option,
    as described above, will not again be available for use under the Directors'
    Plan.

         Each director who is serving on the Board of Directors after adoption
    of the Directors' Plan, will receive an option to purchase 3,000 shares of
    stock on the day following the annual meeting of stockholders.  At the May
    30, 1996 annual meeting of stockholders, options to purchase $18.00 shares
    were granted to non-employee directors of the Corporation at an exercise
    price of $23.00 per share.  In general, each director will also be entitled
    to an option to receive 3,000 shares of stock on the day following each
    succeeding annual meeting of stockholders provided that he or she is a
    director on the date of such grant.

    Transferability

         Options awarded under the Directors' Plan are not transferable or
    assignable except by will or by the laws of descent.  During an
    optionholder's lifetime, options may be exercised only by the optionholder
    and may not be transferred or assigned or encumbered by a lien or other
    security interest.

    Administration of the Directors' Plan

         The Directors' Plan is administered by the Administrator who will be
    the Chief Financial Officer of the Corporation or such other person
    designated by the Board of Directors of the Corporation.

    Amendment and Discontinuance

         The Board of Directors has the right at any time and from time to time
    to amend, modify, or discontinue the Directors' Plan.  However, no such
    amendment, modification, or discontinuance will revoke or alter the terms of
    any valid option previously granted in accordance with the Directors' Plan
    without the consent of the holder of the option unless necessary to bring
    the option into compliance with applicable law.  Also, no action of the
    Board of Directors may, without approval by the affirmative vote of a
    majority of the votes of stockholders cast at a meeting at which a quorum is
    present, (i) increase the maximum number of shares of Common Stock subject
    to the Directors' Plan, (ii) materially increase the benefits accruing to
    participants under the Directors' Plan, or (iii) materially modify the
    requirements for eligibility under the Directors' Plan.

                                      -8-
Government Regulations

         The Directors' Plan and the grant and exercise of options thereunder
    shall be subject to all applicable governmental rules and regulations; and,
    notwithstanding any other provision of the Directors' Plan or any Stock
    Option Agreement to the contrary, the Board of Directors may in its
    discretion make such changes in the Directors' Plan and such Stock Option
    Agreements as may be required, in its discretion, to conform the Directors'
    Plan and such Stock Option Agreements to such rules and regulations.

    Tax Treatment

         An optionholder will recognize no income at the time a stock option
    under the Directors' Plan is granted.  Upon the exercise of such option for
    cash, except as set forth below, the participant will recognize compensation
    taxable as ordinary income in an amount equal to the difference between the
    option price and the fair market value of the shares on the date of
    exercise, and the Corporation will be entitled to a deduction from income in
    the same amount if the Corporation withholds from the optionholder.

         When an optionholder disposes of shares acquired by the exercise of an
    option, any amount received in excess of the fair market value of the shares
    on the date of exercise of the stock option will be treated as long or
    short-term capital gain, depending upon the holding period of the shares.
    If the amount received is less than the fair market value of the shares on
    the date of exercise, the loss will be treated as long or short-term loss,
    depending upon the holding period of the shares.

                The exercise of an option by the exchange of unrestricted shares
    already owned by the optionholder will not result in any taxable gain or
    loss on the unrealized appreciation or depreciation of the shares so used.
    The Internal Revenue Service has ruled that, if the option exercised is a
    non-statutory stock option, (i) a number of shares of the stock received
    equal to the number of shares surrendered will have the same basis as the
    shares surrendered, and (ii) the remaining shares received will have a basis
    equal to their fair market value on the date of exercise (i.e., the
    compensation income recognized upon exercise).  For purposes of determining
    whether shares have been held for the long-term capital gain holding period,
    the holding period of shares received will generally include the holding
    period of the shares surrendered only if the shares received have the same
    basis, in whole or in part, in the optionholder's hands as the shares
    surrendered.

                               THE INCENTIVE PLAN

                In May 1994, the Company's Board of Directors adopted the 1994
    Equity Incentive Plan (the "Incentive Plan"). The Stockholders of the
    Company approved the Incentive Plan in November 1995. The purpose of the
    Incentive Plan is to improve business results by providing eligible
    individuals with an opportunity to acquire an increased personal interest in
    the Company's business. Payment of the exercise price for options granted
    under the Incentive Plan may be made in cash, shares of Common Stock or a
    combination of both.

                All employees, directors and consultants are eligible to receive
    options or restricted shares of Common Stock under the Incentive Plan
    (collectively, "Incentive Awards").  The Incentive Plan is currently
    administered by the Board of Directors, and may be administered by a
    committee appointed by the Board of Directors.  The Incentive Plan is
    intended to qualify for the exemption provided by Rule 16b-3 under the
    Securities Exchange Act of 1934, as amended.  The Board of Directors will
    select recipients of Incentive Awards and will determine the nature of the
    Incentive Award granted, the number of shares granted or subject to each
    option, the option vesting schedule and other terms and conditions of each
    option or Restricted Share.  The Board of directors may amend or discontinue
    the Incentive Plan and the Board may amend awards or provide substitute

                                      -9-
awards provided that such amendment or substitution does not adversely
    affect rights under any outstanding Incentive Award.

                The number of shares that may be issued pursuant to Incentive
    Awards under the Incentive Plan shall not exceed an aggregate of 1,800,000
    shares. All options granted pursuant to the Incentive Plan are exercisable
    in accordance with a vesting schedule which is set at the time of the
    issuance of the option and may not be exercised more than ten years from the
    date of grant Options granted under the Incentive Plan may be incentive
    stock options intended to qualify under Section 422 of the Code or options
    not intended to so qualify. The Incentive Plan requires the exercise price
    of incentive stock options to be at least equal to the fair market value of
    the Common Stock on the date of the grant. In the case of options granted to
    a stockholder, either directly or indirectly, holding in excess of 10% of
    the Common Stock, the option exercise price must be at least equal to 110%
    of the fair market value of the Common Stock on the date of grant and such
    option may not be exercised more than five years from the date of grant.

                Generally, all unexercised options terminate three months
    following the date an optionee ceases to be employed by the Company or any
    affiliate or subsidiary of the Company other than by reason of disability or
    death (but not later than the expiration date) whether or not such
    termination is voluntary. Generally, any option held by an employee who dies
    or who ceases to be employed because of disability must be exercised by the
    employee or his representative within one year after the employee dies or
    cases to be an employee (but not later than the expiration date). The Board
    may, however, provide that an option may be exercised over a longer period
    of time following termination of employment (but no later than the option
    expiration date). Incentive awards are not transferable, except in the event
    of death by the decedent's estate; provided that restricted stock may be
    transferred or assigned after the applicable restriction on the shares has
    terminated.

                        FEDERAL INCOME TAX CONSEQUENCES

         The grant of an option under the Plans will not be a taxable event for
    an Optionee or the Company.  Upon the exercise of non-qualified options,
    Optionees will recognize income equal to the difference between the exercise
    price and the fair market value of the Shares.  If the Company complies with
    applicable reporting requirements, it generally will be entitled to a
    business expense deduction in the same amount and at the same time as the
    Optionee recognizes any ordinary income on exercise (subject to certain
    limitations).  Upon a subsequent sale or exchange of Shares acquired
    pursuant to the exercise of an option, the Optionee will have a taxable gain
    or loss, measured by the difference between the amount realized on the
    disposition and the tax basis of the Shares (generally, the amount paid for
    the Shares plus the amount treated as ordinary income at the time the option
    was exercised).

         If the Optionee surrenders Shares in payment of part or all of the
    exercise price for nonqualified options, no gain or loss will be recognized
    with respect to the shares surrendered (regardless of whether the shares
    were acquired pursuant to the exercise of an incentive stock option), and
    the Optionee will be treated as receiving an equivalent number of Shares
    pursuant to the exercise of the option in a nontaxable exchange.  The basis
    for an equivalent number of option shares received, and the new Shares will
    be treated as having been held for the same holding period as had expired
    with respect to the transferred shares.  The difference between the
    aggregate option exercise price and the aggregate fair market value of the
    Shares received pursuant to the exercise of the option will be taxed as
    ordinary income.

         In the case of an incentive stock option, an Optionee who satisfies
    certain requirements will not recognize income at the time the option is
    exercised (except that the alternative minimum tax may apply) and will
    recognize long-term capital gain upon a subsequent disposition of the Shares
    if 

                                      -10-
the Optionee holds the Shares for at least two years after the date of
    grant and for one year after the date of exercise.  To qualify for the
    foregoing tax treatment, the Optionee generally must be an employee of the
    Company or a subsidiary from the date the option is granted through a date
    within three months before the date of exercise of the option.  The three-
    month period is extended if the Optionee's termination of employment results
    from death or disability.  If all of the foregoing requirements are met
    except for the one-year or two-year holding period mentioned above, the
    Optionee will recognize ordinary income upon the disposition of the stock in
    an amount equal to the excess of the fair market value of the stock at the
    time the option was exercised over the option exercise price.  The balance
    of the realized gain, if any, will be capital gain.  The Company will be
    allowed a business expense deduction to the extent the Optionee recognizes
    ordinary income.

         If an Optionee exercises an incentive stock option by tendering Shares
    with a fair market value equal to part or all of the option exercise price,
    the exchange of shares will be treated as a nontaxable exchange (except that
    this treatment would not apply if the Optionee had acquired the shares being
    transferred pursuant to the exercise of an incentive stock option and had
    not satisfied the special holding period requirements summarized above).

         The foregoing statements are intended to summarize the general
    principles of current federal income tax law applicable to incentive and
    nonstatutory options granted under the Plans.  While the Company believes
    that the foregoing statements accurately summarize existing provisions of
    the Internal Revenue Code and the legislative history, regulations and
    administrative and judicial interpretations thereof, these statements are
    only summaries, and the rules in question are quite detailed and
    complicated.  Moreover, legislative, administrative, regulatory or judicial
    changes or interpretations may occur that would modify such statements.
    Individual financial situations may vary, and state and local tax
    consequences may be significant.  Therefore, Optionees should consult their
    own tax advisors concerning the tax consequences of the grant, exercise or
    surrender of options under the Plans and the disposition of any stock
    acquired pursuant to the exercise of such options.

         The Company has the right to deduct from payments of any kind otherwise
    due to an Optionee any federal, state or local taxes of any kind required by
    law to be withheld with respect to any Shares issued upon the exercise of an
    option under the Plans.  At the time of exercise, the Optionee must pay to
    the Company any amount that the Company reasonably determines to be
    necessary to satisfy this withholding obligation.  Subject to the prior
    approval of the Company, the Optionee may elect to satisfy such obligations,
    in whole or in part, (i) by causing the Company to withhold Shares otherwise
    issuable pursuant to the exercise of an option or (ii) by delivering to the
    Company Shares already owned by the Optionee.  The Shares so delivered or
    withheld must have a fair market value equal to the Optionee's withholding
    obligations.  The fair market value of the Shares used to satisfy such
    withholding obligation will be determined by the Company as of the date that
    the amount of tax to be withheld is to be determined.

         An award of restricted Shares will create no immediate tax consequences
    for the employee or the Company  (unless the employee makes an election
    pursuant to Section 83(b) of the Internal Revenue Code).  The employee will
    recognize taxable income when restricted Shares become vested, in an amount
    equal to the fair market value of the restricted Shares on the date of
    vesting less any consideration paid by the employee for such Shares.  If the
    employee makes an election pursuant to Section 83(b) of the Internal Revenue
    Code, the employee will recognize taxable income at the time the restricted
    Shares are awarded in an amount equal to the value of such Shares at the
    time of the award less any consideration paid by the employee for such
    Shares.  The Company  generally will be allowed a business expense deduction
    for the amount of any taxable income recognized by the employee at the time
    such income is recognized (assuming applicable reporting requirements are
    complied with).  Section 162(m) of the Internal Revenue Code, however, may
    limit the deduction that can be claimed by the Company in certain
    circumstances in which the Chief Executive Officer or the four other most
    highly compensated officers of the Company realize total compensation for
    the taxable year in excess of $1,000,000.

                                      -11-
The foregoing statements are intended to summarize the general
    principles of current federal income tax law applicable to restricted Shares
    granted under the Incentive Plan.  While the Company believes that the
    foregoing statements accurately summarize existing provisions of the
    Internal Revenue Code and the legislative history, regulations and
    administrative and judicial interpretations thereof, these statements are
    only summaries, and the rules in question are quite detailed and
    complicated.  Moreover, legislative, administrative, regulatory or judicial
    changes or interpretations may occur which would modify such statements.
    Individual financial situations may vary, and state and local tax
    consequences may be significant.  Therefore, optionees should consult their
    own tax advisors concerning the tax consequences of the grant, exercise or
    surrender of restricted Shares under the Plan and the disposition of any
    stock acquired pursuant to the grant of restricted Shares.

         The Company has the right to deduct from payments of any kind otherwise
    due to a holder of an award of restricted Shares any federal, state or local
    taxes of any kind required by law to be withheld with respect to awards
    granted under the Incentive Plan.  At the time of termination of the
    Limitation Period, the holder must pay to the Company  any amount that the
    Company reasonably determines to be necessary to satisfy this withholding
    obligation.  Subject to the prior approval of the Company , the holder may
    satisfy the withholding requirement by delivering to the Company Shares
    already owned by the holder.  The Shares so delivered or withheld must have
    a fair market value equal to the holder's withholding obligations.  The fair
    market value of the Shares used to satisfy such withholding obligation will
    be determined by the Company as of the date that the amount of tax to be
    withheld is to be determined.

                                      -12-
INCORPORATION BY REFERENCE

              The Company hereby incorporates by reference into this 
    registration statement the following documents filed by it, with the 
    Commission:

              (a)  The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1995;

              (b)  All reports filed by the Company with the Commission pursuant
                   to Section 13(a) or 15(d) of the Securities and Exchange Act
                   of 1934 since December 31, 1995; and

              (c)  The description of the Company's common stock contained in
                   the Company's Registration Statement on Form S-1, No. 33-
                   99030, filed with the Commission on November 7, 1995, which
                   is an exhibit to the Company's Form 8-A registration
                   statement filed with the Commission on December 11, 1995.

              In addition, all documents filed by the Company subsequent to the
    date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
    Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
    the filing of a post-effective amendment which indicates that all securities
    offered have been sold or which deregisters all securities remaining unsold,
    shall be deemed to be incorporated by reference in this Registration
    Statement and to be part of hereof from the date of filing of such
    documents.

              This Prospectus does not contain all of the information set forth
    in the Registration Statement, certain portions of which have been omitted
    in accordance with the rules and regulations of the Commission. The
    information omitted may be obtained as described under "General
    Information."

                                      -13-
SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
    Registrant has duly caused this amendment to the Registration Statement to
    be signed on its behalf by the undersigned, thereunto duly authorized, in
    the City of Rockville, State of Maryland, on June 21, 1996.

                                          AMISYS MANAGED CARE SYSTEMS, INC.

                                          By:    /s/ Robert J. Sullivan
                                             ------------------------------
                                                        Robert J. Sullivan
                                                         Vice President

         We, the undersigned officers and directors of AMISYS Managed Care
    Systems, Inc., hereby severally and individually constitute and appoint
    Kevin R. Brown, Robert J. Sullivan and Michael J. Silver, and each of them,
    the true and lawful attorneys and agents of each of us to execute in the
    name, place and stead of each of us (individually and in any capacity stated
    below) any and all amendments to this Registration Statement on Form S-1 and
    any additional Registration Statement filed pursuant to Rule 462(b) under
    the Securities Act of 1933, and all instruments necessary or advisable in
    connection therewith and to file the same with the Securities and Exchange
    Commission, each of said attorneys and agents to have power to act with or
    without the other and to have full power and authority to do and perform in
    the name and on behalf of each of the undersigned every act whatsoever
    necessary or advisable to be done in the premises as fully and to all
    intents and purposes as any of the undersigned might or could do in person,
    and we hereby ratify and confirm our signatures as they may be signed by our
    said attorneys and agents and each of them to any and all such amendment and
    amendments.

         Pursuant to the requirements of the Securities Act of 1933, this
    amendment to the Registration Statement has been signed by the following
    persons in the capacities and on the date indicated.
/s/ Kevin R. Brown              Chief Executive Officer, President      June 21, 1996
- ----------------------------------    and Director (Principal Executive
            Kevin R. Brown            Officer)
 
 
      /s/ Robert J. Sullivan          Vice President, Chief Financial         June 21, 1996
- ----------------------------------    Officer (Principal Financial
            Robert J. Sullivan        Officer and Principal Accounting
                                      Officer)
 
 
      /s/ Peter J. Barris             Director                                June 21, 1996
- ----------------------------------
            Peter J. Barris
 
      /s/ Howard E. Cox, Jr.          Director                                June 21, 1996
- ----------------------------------
            Howard E. Cox, Jr.
 
      /s/ Donald B. Hebb, Jr.         Director                                June 20, 1996
- ----------------------------------
            Donald B. Hebb, Jr.
 
      /s/ Arthur J. Marks             Director                                June 20, 1996
- ----------------------------------
            Arthur J. Marks
 
      /s/ Thomas O. Pyle              Director                                June 21, 1996
- ----------------------------------
            Thomas O. Pyle
-14-
EXHIBIT INDEX
Exhibit                                                    Sequential
          Number              Description                            Page Number
          ------              -----------                            -----------
3.02               Amended and Restated Certificate of         *
                              Incorporation of AMISYS Managed Care
                              Systems, Inc.

           3.04               Amended and Restated Bylaws of AMISYS       *
                              Managed Care Systems, Inc.

           5                  Opinion of Hogan & Hartson L.L.P.
                              Regarding the Legality of the Shares
                              of Common Stock Being Registered

          10.02               AMISYS Managed Care Systems, Inc.
                              1994 Equity Incentive Plan, as amended

          10.13               AMISYS Managed Care Systems, Inc.
                              Directors' Stock Option Plan

          10.14               Form of Stock Option Agreement
                              related to the 1994 Equity Incentive
                              Plan

          10.15               Form of Stock Option Agreement
                              related to the Directors Stock Option
                              Plan

          23.01               Consent of Counsel (contained in           
                              Exhibit 5.01)

          23.02               Consent of Coopers & Lybrand L.L.P.

          24.01               Powers of Attorney                         **
-------------

    *     Included as an Exhibit to the Registrant's Registration Statement on
          Form S 1, Registration No. 33-99030, and incorporated herein by
          reference.

    **    Included in signature page.

                                      -15-
Exhibit 5

                                 June 21, 1996

    AMISYS Managed Care Systems, Inc.
    30 West Gude Drive, Fifth Floor
    Rockville, Maryland  20850

    Ladies and Gentlemen:

              This firm has acted as counsel to AMISYS Managed Care Systems,
    Inc., a Delaware corporation (the "Company"), in connection with its
    registration, pursuant to a registration statement on Form S-8 filed on the
    date hereof (the "Registration Statement"), of 2,100,000 shares (the
    "Shares") of common stock, par value $.001 per share of the Company (the
    "Common Stock"), issued or issuable upon the exercise of options granted or
    to be granted or as restricted Shares awarded or to be awarded pursuant to
    the Company's 1994 Equity Incentive Plan and Directors' Stock Option Plan
    (collectively, the "Plans"). This letter is furnished to you pursuant to the
    requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S)
    229.601(b)(5) in connection with such registration.

              For purposes of this opinion letter, we have examined copies of
    the following documents:

              1.  The Registration Statement.

              2.  The Amended and Restated Certificate of Incorporation of the
                  Company, as certified by the Secretary of State of the State
                  of Delaware on May 28, 1996 as being a true and complete copy
                  of such document as filed with the Secretary of State
                  Department and as certified by the Secretary of the Company on
                  June 3, 1996 as being complete, accurate and in effect.

              3.  The Amended and Restated By-laws of the Company, as certified
                  by the Secretary of the Company on June 3, 1996 as being
                  complete, accurate and in effect.

              4.  The Plans as adopted by the Board of Directors and
                  stockholders of the Company and as certified by the Secretary
                  of the Company on June 21, 1996 as being complete, accurate
                  and in effect.

              5.  Resolutions of the Board of Directors of the Company adopted
                  on May 27, 1994, November 1, 1995, April 15, 1996 and June 3,
                  1996, as certified by the Secretary of the Company on June 21,
                  1996 as being complete, accurate and in effect, relating to,
                  among other things, the approval of the Plans and the filing
                  of the Registration Statement.

              6.  Resolutions of the stockholders of the Company adopted by
                  unanimous written consent on November 1, 1995, and at the
                  Company's annual meeting of 

                                      -16-
stockholders on May 30, 1996, as certified by the Secretary of
                  the Company on June 21, 1996 as being complete, accurate and
                  in effect, relating to, among other things, the approval of
                  the Plans.

              For purposes of the opinions expressed below, we have not, except
    as specifically identified above, made any independent review or
    investigation of factual or other matters, including the organization,
    existence, good standing, assets, business or affairs of the Company or of
    any other matters.  In our examination of the aforesaid certificates,
    records and documents, we have assumed the genuineness of all signatures,
    the legal capacity of all natural persons,  the accuracy, completeness and
    authenticity of all documents submitted to us and the conformity with the
    original documents of all documents submitted to us as certified,
    telecopied, photostatic or reproduced copies.  We also have assumed the
    accuracy, completeness and authenticity of the foregoing certifications (of
    public officials, governmental agencies and departments and corporate
    officers) and statements of fact, on which we are relying, and have made no
    independent investigations thereof.  For the purposes of this opinion
    letter, we have not, except as specifically identified herein, been retained
    or engaged to perform, nor have we performed, any independent review or
    investigation of any statutes, ordinances, laws, regulations, agreements,
    contracts, instruments, or corporate records to which the Company, or any
    subsidiary of the Company, may be a party or may be subject.  This opinion
    letter is given, and all statements herein are made, in the context of the
    foregoing.

              This opinion letter is based as to matters of law solely on the
    Delaware General Corporation Law, and we express no opinion as to any other
    laws, statutes, ordinances, rules or regulations (such as state securities
    or "blue sky" laws).

              Based upon, subject to and limited by the foregoing, we are of the
    opinion that the portion of the Shares not currently outstanding, when
    issued and delivered in the manner and on the terms contemplated in the
    Registration Statement and the Plans (with the Company having received the
    consideration therefor, the form of which is in accordance with applicable
    law), will be validly issued, fully paid and non-assessable and the portion
    of the Shares that are currently outstanding are validly issued, fully paid
    and non-assessable (assuming receipt of consideration therefor as provided
    in the resolutions of the Board of Directors).

              We assume no obligation to advise you of any changes in the
    foregoing subsequent to the delivery of this opinion letter.  This opinion
    letter has been prepared solely for your use in connection with filing of
    the Registration Statement on the date hereof, and should not be quoted in
    whole or in part or otherwise be referred to, nor be filed with or furnished
    to any governmental agency or other person or entity, without the prior
    written consent of this firm.

              We hereby consent to the filing of this opinion letter as an
    exhibit to the Registration Statement, and to the reference made to us in
    the Registration Statement under the caption "Legal Matters."  In giving
    this consent, we do not thereby admit that we are an "expert" within the
    meaning of the Securities Act of 1933, as amended.

                                              Sincerely yours,

                                              HOGAN & HARTSON L.L.P.

                                      -17-
Exhibit 10.02

                       AMISYS MANAGED CARE SYSTEMS, INC.

                           1994 EQUITY INCENTIVE PLAN

    SECTION 1.  GENERAL PURPOSE OF THE PLAN:  DEFINITIONS
                -----------------------------------------

    The name of the plan is the AMISYS Managed Care Systems, Inc. 1994 Equity
    Incentive Plan (the "Plan").  The purpose of the Plan, as amended in 1995,
    is to encourage and enable the officers, consultants and other key employees
    of ADVANTA Systems, Inc. (the "Company") upon whose judgment, initiative and
    efforts the Company largely depends for the successful conduct of its
    business to acquire a proprietary interest in the Company.  It is
    anticipated that providing such persons with a direct stake in the Company's
    welfare will assure a closer identification of their interests with those of
    the Company, thereby stimulating their efforts on the Company's behalf and
    strengthening their desire to remain with the Company.

    The following terms shall be defined as set forth below:

    "Award" or "Awards" except where referring to a particular category of grant
    under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
    Options, Restricted Stock Awards, Unrestricted Stock Awards and Performance
    Share Awards.

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

    "Code" means the Internal Revenue Code of 1986, as amended, and any
    successor Code, and related rules, regulations and interpretations.

    "Committee" means the Stock Option Committee which may, in the discretion of
    the Board, be the Compensation Committee of the Board.  The Committee must
    consist of no fewer than two members of such board and shall be appointed by
    such board, or such other committee as the Board of Directors of the Company
    shall designate.

    "Disability" means an employee's inability to perform his normal required
    services for the Company and its Subsidiaries for a period of six
    consecutive months by reason of the employee's mental or physical
    disability, as determined by the Board in good faith in its sole discretion.

    "Effective Date" means the date on which the Plan is approved by
    stockholders as set forth in Section 15.

    "Exchange Act" means the Securities Exchange Act of 1934, as now in effect
    or as hereafter amended.

    "Fair Market Value" on any given date means fair market value, as determined
    by the Board in good faith in its sole discretion.

    "Incentive Stock Option" means any Stock Option designated and qualified as
    an "incentive stock option" as defined in Section 422 of the Code.

    "Non-Qualified Stock Option" means any Stock Option that is not an Incentive
    Stock Option.

    "Option" or "Stock Option" means any option to purchase shares of Stock
    granted pursuant to Section 5.

                                      -18-
"Performance Share Award" means Awards granted pursuant to Section 8.

    "Restricted Stock Award" means Awards granted pursuant to Section 6.

    "Registration Date" means the date on which the Company first registers a
    class of equity securities under Section 12 of the Exchange Act.

    "Stock" means the Class B Common Stock, par value $0.001 per share, of the
    Company, subject to adjustments pursuant to Section 3.

    "Subsidiary" means any corporation or other entity (other than the Company)
    in any unbroken chain of corporations or other entities, beginning with the
    Company if each of the corporations or entities (other than the last
    corporation or entity in the unbroken chain) owns stock or other interests
    possessing 50% or more of the economic interest or the total combined voting
    power of all classes of stock or other interests in one of the other
    corporations or entities in the chain.

    "Unrestricted Stock Award" means Awards granted pursuant to Section 7.

    SECTION 2.  ADMINISTRATION OF PLAN; BOARD AUTHORITY TO SELECT PARTICIPANTS
                --------------------------------------------------------------
                  AND DETERMINE AWARDS
                  --------------------

    (a)          Board.  The Plan shall be administered by the Board which 
                 ------                
    shall have the full power and authority to take all actions and to make all
    determinations required or provided for under the Plan or any Award granted
    or agreement entered into hereunder and all such other actions and
    determinations not inconsistent with the specific terms and provisions of
    the Plan deemed by the Board to be necessary or appropriate to the
    administration of the Plan or any Award granted or agreement entered into
    hereunder. The interpretation and construction by the Board of any provision
    of the Plan or of any Award granted or agreement entered into hereunder
    shall be final and conclusive.

    (b)          Committee.  The Board, in its sole discretion may delegate to
                 ---------- 
    the Committee such powers and authorities related to the administration of
    the Plan as the Board shall determine, consistent with the Certificate of
    Incorporation and Bylaws of the Company and applicable law. In the event
    that the Plan or any Award granted or agreement entered into hereunder
    provides for any action to be taken by or determination to be made by the
    Board, such action may be taken by or such determination may be made by the
    Committee if the power and authority to do so has been delegated to the
    Committee by the Board as provided for in this Section 2(b). Unless
    otherwise expressly determined by the Board, any such action or
    determination by the Committee shall be final and conclusive.

    (c)          No Liability.  No member of the Board or of the Committee 
                 -------------           
    shall be liable for any action or determination made, or any failure to take
    or make an action or determination, in good faith with respect to the Plan
    or any Award granted or agreement entered into hereunder.

    SECTION 3.  STOCK ISSUABLE UNDER THE PLAN; RECAPITALIZATIONS; MERGERS;
                ----------------------------------------------------------
                  SUBSTITUTE AWARDS
                  -----------------

    (a)          Stock Issuable.  The maximum number of shares of Stock 
                 --------------               
    reserved and available for issuance under the Plan shall be 1,800,000
    shares. For purposes of the foregoing limitations, the shares of Stock
    underlying any Awards which are forfeited, canceled, reacquired by the
    Company, satisfied without the issuance of Stock or otherwise terminated
    (other than by exercise) shall be added back to the shares of Stock
    available for issuance under the Plan so long as the participants to whom
    such Awards had been previously granted received no benefits of ownership of
    the underlying 

                                      -19-
shares of Stock to which the Award related. The shares available for
    issuance under the Plan may be authorized but unissued shares of Stock or
    shares of Stock reacquired by the Company.

    (b)          Recapitalizations.  If, through or as a result of any merger,
                 -----------------                                            
    consolidation, sale of all or substantially all of the assets of the
    Company, reorganization, recapitalization, reclassification, stock dividend,
    stock split, reverse stock split or other similar transaction, the
    outstanding shares of Stock are increased or decreased or are exchanged for
    a different number or kind of shares or other securities of the Company, or
    additional shares or new or different shares or other securities of the
    Company or other non-cash assets are distributed with respect to such shares
    of Stock or other securities, the Board shall make an appropriate or
    proportionate adjustment in (i) the maximum number and kind of shares
    reserved for issuance under the Plan and in the form of Restricted Stock
    Awards, Unrestricted Stock Awards or Performance Share Awards, (ii) the
    maximum number of Stock Options that can be granted to any one individual
    participant, (iii) the number and kind of shares or other securities subject
    to any then outstanding Awards under the Plan, and (iv) the price for each
    share subject to any then outstanding Stock Options under the Plan, without
    changing the aggregate exercise price as to which such Stock Options remain
    exercisable.  The adjustment by the Board shall be final, binding and
    conclusive.  No fractional shares of Stock shall be issued under the Plan
    resulting from any such adjustment, but the Board in its discretion may make
    a cash payment in lieu of fractional shares.

    (c)          Mergers.  In the event a consolidation or merger or sale of 
                 -------            
    all or substantially all of the assets of the Company in which outstanding
    shares of Stock are exchanged for securities, cash or other property of any
    other corporation or business entity or in the event of a liquidation of the
    Company, (i) vesting and exercisability of all unvested and unexercisable
    Awards shall be accelerated as to fifty percent (50%) of the amount of the
    Award not then vested or exercisable and (ii) the Board, or the board of
    directors of any corporation assuming the obligations of the Company, may,
    in its discretion, take any one or more of the following actions, as to
    outstanding Stock Options: (x) provide that such Stock Options shall be
    assumed, or equivalent options shall be substituted, by the acquiring or
    succeeding corporation (or an affiliate thereof), (y) upon written notice to
    the optionees, provide that all unexercised Stock Options will terminate
    immediately prior to the consummation of such transaction unless exercised
    by the optionee within a specified period following the date of such notice,
    and/or (z) in the event of a business combination under the terms of which
    holders of the Stock of the Company will receive upon consummation thereof a
    payment for each share surrendered in the business combination (the "Merger
    Price"), make or provide for a cash payment to the optionees equal to the
    difference -- between (A) the Merger Price times the number of shares of
    Stock subject to such outstanding Stock Options (to the extent then
    exercisable at prices not in excess of the Merger Price) and (B) the
    aggregate exercise price of all such outstanding options in exchange for the
    termination of such options.

    (d)          Substitute Awards.  The Board may grant Awards under the Plan
                  -----------------          
    in substitution for stock and stock based awards held by employees of
    another corporation who concurrently become employees of the Company or a
    Subsidiary as the result of a merger or consolidation of the employing
    corporation with the Company or a Subsidiary or the acquisition by the
    Company or a Subsidiary of property or stock of the employing corporation.
    The Board may direct that the substitute awards be granted on such terms and
    conditions as the Board considers appropriate in the circumstances.

    SECTION 4.  ELIGIBILITY
                -----------

    Participants in the Plan will be such full or part-time officers, employees
    or consultants of the Company and its Subsidiaries who are responsible for
    or contribute to the management, growth or profitability of the Company and
    its Subsidiaries and who are selected from time to time by the Board, in its
    sole discretion.

                                      -20-
SECTION 5.  STOCK OPTIONS
                -------------

    (a)          General.  Any Stock Option granted under the Plan shall be in
                  -------     
    such form as the Board may from time to time approve. Stock Options granted
    under the Plan may be either Incentive Stock Options or Non-Qualified Stock
    Options. To the extent that any Option does not qualify as an Incentive
    Stock Option, it shall constitute a Non-Qualified Stock Option. No Incentive
    Stock Option shall be granted under the Plan after May 27, 2004.

    (b)          Stock Options Granted to Eligible Participants.  The Board in
                  ----------------------------------------------    
    its discretion may grant Stock Options to eligible officers, employees or
    consultants of the Company or any Subsidiary. Stock Options granted to
    directors, officers, employees or consultants pursuant to this Section 5(b)
    shall be subject to the following terms and conditions and shall contain
    such additional terms and conditions, not inconsistent with the terms of the
    Plan, as the Board shall deem desirable:

                   (i)    Exercise Price.  The exercise price per share for the
                          --------------                                       
              Stock covered by a Stock Option granted pursuant to this Section
              5(b) shall be determined by the Board at the time of grant but
              shall not be less than 100% of the Fair Market Value on the date
              of grant.  If an employee owns or is deemed to own (by reason of
              the attribution rules applicable under Section 424(d) of the Code)
              more than 10% of the combined voting power of all classes of stock
              of the Company or any Subsidiary or parent corporation and an
              Incentive Stock Option is granted to such employee, the option
              price of such Incentive Stock Option shall be not less than 110%
              of the Pair Market Value on the grant date.

                   (ii)   Option Term.  The term of each Stock Option shall be
                          -----------                                         
              fixed by the Board, but no Incentive Stock Option shall be
              exercisable more than ten years after the date the option is
              granted.  If an employee owns or is deemed to own (by reason of
              the attribution rules of Section 424(d) of the Code) more than 10%
              of the combined voting power of all classes of stock of the
              Company or any Subsidiary or parent corporation and an Incentive
              Stock Option is granted to such employee, the term of such option
              shall be no more than five years from the date of grant.

                   (iii)  Exercisable Rights of a Stockholder.  Stock Options
                          -----------------------------------                
              shall become vested and exercisable at such time or times, whether
              or not in installments, as shall be determined by the Board at or
              after the grant date the Board may at any time accelerate the
              exercisability of all or any portion of any Stock Option.  An
              optionee shall have the rights of a stockholder only as to shares
              acquired upon the exercise of a Stock Option and not as to
              unexercised Stock Options.

                   (iv)   Method of Exercise.  Stock Options may be exercised in
                          ------------------                                    
              whole or in part, by giving written notice of exercise to the
              Company, specifying the number of shares to be purchased.  Payment
              of the purchase price may be made by one or more of the following
              methods:

                        (A)   In cash, by certified or bank check or other
                   instrument acceptable to the Board;

                        (B)   In the form of shares of Stock that are not then
                   subject to restrictions under any Company plan and that have
                   been held by the optionee for at least six months, if
                   permitted by the Board in its discretion.  Such surrendered
                   shares shall be valued at Fair Market Value on the exercise
                   date; or

                                      -21-
(C)   By the optionee delivering to the Company a
                   properly executed exercise notice together with irrevocable
                   instructions to a broker to promptly deliver to the Company
                   cash or a check payable and acceptable to the Company to pay
                   the purchase price; provided that in the event the optionee
                   chooses to pay the purchase price as so provided, the
                   optionee and the broker shall comply with such procedures and
                   enter into such agreements of indemnity and other agreements
                   as the Board shall prescribe as a condition of such payment
                   procedure.

    Payment instruments will be received subject to collection.  The delivery of
    certificates representing the shares of Stock to be purchased pursuant to
    the exercise of a Stock Option will be contingent upon receipt from the
    optionee (or a purchaser acting in his stead in accordance with the
    provisions of the Stock Option) by the Company of the full purchase price
    for such shares and the fulfillment of any other requirements contained in
    the Stock Option or applicable provisions of laws.

                   (v)    Vesting of Stock Options.  Stock Options shall vest in
                          -------------------------    
              accordance with vesting schedule adopted by the Board in
              connection with the issuance of such Stock Options.

                   (vi)   Non-transferability of Options.  Except as otherwise
                          ------------------------------                      
              permitted by the Board, no Stock Option shall be transferable by
              the optionee otherwise than by will or by the laws of descent and
              distribution and all Stock Options shall be exercisable, during
              the optionee's lifetime, only by the optionee.

                   (vii)  Termination by Reason of Death.  Any Stock Option held
                          ------------------------------                        
              by an optionee whose employment by the Company and its
              Subsidiaries is terminated by reason of death may thereafter be
              exercised by the legal representative or legatee of the optionee,
              for a period of six months (or such longer period as the Board
              shall specify at any time) from the date of death, or until the
              expiration of the stated term of the Option, if earlier.

                   (viii)  Termination by Reason of Disability.
                           ----------------------------------- 

                           (A)   Any Stock Option held by an optionee whose
                   employment by the Company and its Subsidiaries is terminated
                   by reason of Disability shall become fully exercisable and
                   may thereafter be exercised, for a period of six months (or
                   such longer period as the Board shall specify at any time)
                   from the date of such termination of employment, or until the
                   expiration of the stated term of the Option, if earlier.

                           (B)   The Board shall have sole authority and
                   discretion to determine whether a participant's employment
                   has been terminated by reason of Disability.

                           (C)   Except as otherwise provided by the Board at
                   any time, the death of an Optionee during the period provided
                   in this Section 5(b)(vii) for the exercise of a Stock Option
                   shall extend such period for six months from the date of
                   death, subject to termination on the expiration of the stated
                   term of the Option, if earlier.

                   (ix)   Other Termination.  Unless otherwise determined by the
                          -----------------                                     
              Board, if an optionee's employment by the Company and its
              Subsidiaries terminates for any reason other than death or
              Disability, any Stock Option held by such optionee may thereafter
              be exercised, to the extent it was exercisable on the date of
              termination of 

                                      -22-
employment, for three months (or such longer period as the Board
              shall specify at any time) from the date of termination of
              employment or until the expiration of the stated term of the
              Option, if earlier.

                   (x)    Annual Limit on Incentive Stock Options.  To the 
                          ---------------------------------------       
              extent required for "incentive stock option" treatment under
              Section 422 of the Code, the aggregate Fair Market Value
              (determined as of the time of grant) of the shares of Stock with
              respect to which Incentive Stock Options granted under this Plan
              and any other plan of the Company or its Subsidiaries become
              exercisable for the first time by an optionee during any calendar
              year shall not exceed $100,000. To the extent that any Stock
              Option exceeds this limit, it shall constitute a Non-Qualified
              Stock Option.

                   (xi)   Limitation on Grants of Options.  The maximum number
                          -------------------------------          
              of shares subject to Stock Options that can be granted under the
              Plan to any executive officer of the Company or its Subsidiaries,
              or to any other person eligible for a grant of a Stock Option
              under Section 5 is 500,000 shares for the first 10 years of the
              Plan and 50,000 shares per year thereafter.

                   (xii)  Form of Settlement.  Shares of Stock issued upon
                          ------------------                              
              exercise of a Stock Option shall be free of all restrictions under
              the Plan, except as otherwise provided in the Plan.

    SECTION 6.  RESTRICTED STOCK AWARDS
                -----------------------

    (a)       Nature of Restricted Stock Awards.  The Board may grant 
              ---------------------------------       
    Restricted Stock Awards to any director, officer, employee or consultant of
    the Company or any Subsidiary. A Restricted Stock Award is an Award
    entitling the recipient to acquire, at no cost or for a purchase price
    determined by the Board, shares of Stock subject to such restrictions and
    conditions as the Board may determine at the time of grant ("Restricted
    Stock"). Conditions may be based on continuing employment and/or achievement
    of preestablished performance goals and objectives.

    (b)       Acceptance of Award.  A participant who is granted a Restricted 
              -------------------                
    Stock Award shall have no rights with respect to such Award unless the
    participant shall have accepted the Award within 30 days (or such shorter
    date as the Board may specify) following the award date by making payment to
    the Company, if required, by certified or bank check or other instrument or
    form of payment acceptable to the Board in an amount equal to the specified
    purchase price, if any, of the shares covered by the Award and by executing
    and delivering to the Company a written instrument that sets forth the terms
    and conditions of the Restricted Stock Award in such form as the Board shall
    determine.

    (c)       Rights as a Stockholder.  Upon complying with Section 6(b) above,
              -----------------------      
    a participant shall have the rights of a stockholder with respect to the
    voting of the Restricted Stock, subject to such conditions contained in the
    written instrument evidencing the Restricted Stock Award.

    (d)       Restrictions.  Restricted Stock may not be sold, assigned, 
              ------------              
    transferred, pledged or otherwise encumbered or disposed of except as
    specifically provided herein or in the written instrument evidencing the
    Restricted Stock Award. In the event of termination of services by the
    Company and its Subsidiaries for any reason other than death or Disability,
    the Company shall have the right, at the discretion of the Board, to
    repurchase Restricted Stock with respect to which conditions have not lapsed
    at their purchase price, or to require forfeiture of such shares to the
    Company if acquired at no cost, from the participant or the participant's
    legal representative.

    (e)       Vesting of Restricted Stock.  The Board at the time of grant shall
              ---------------------------                                       
    specify the date or dates and/or the attainment of pre-established
    performance goals, objectives and other conditions on 

                                      -23-
which the non-transferability of the Restricted Stock and the Company's
    right of repurchase or forfeiture shall lapse. Subsequent to such date or
    dates and/or the attainment of such pre-established performance goals,
    objectives and other conditions, the shares on which all restrictions have
    lapsed shall no longer be Restricted Stock and shall be deemed "vested." A
    participant whose employment is terminated for reason of death or Disability
    shall become fully vested in his Restricted Stock on his termination date to
    the extent such vesting is otherwise contingent only on continued service
    with the Company. Where vesting is contingent on attainment of pre-
    established performance goals, the vesting of Restricted Stock in the case
    of death or Disability shall remain dependent on the attainment of such
    goals and shall be determined as of such date or dates specified by the
    Board.

    (f)       Waiver, Deferral and Reinvestment of Dividends.  The written 
              ----------------------------------------------       
    instrument evidencing the Restricted Stock Award may require or permit the
    immediate payment, waiver, deferral or investment of dividends paid on the
    Restricted Stock.

    (g)       Vesting in Chief Executive Officer's Restricted Stock.  The 
              -----------------------------------------------------      
    Restricted Stock purchased by the Chief Executive Officer of the Company, as
    of May 24, 1994, is vested as to fifty percent (50%) of the shares purchased
    and the remaining shares of Restricted Stock purchased by the Chief
    Executive Officer of the Company, as of May 24, 1994, shall become vested at
    the rate of ten percent (10%) on or after May 24, 1995 (the "Anniversary
    Date") and an additional 10% on or after each of the next four anniversaries
    of the Anniversary Date, so long as the Chief Executive Officer has been
    employed continuously by the Company or a Subsidiary.

    SECTION 7.  UNRESTRICTED STOCK AWARDS
                -------------------------

    The Board may, in its sole discretion, grant (or sell at a purchase price
    determined by the Board) an Unrestricted Stock Award to any employee of the
    Company or any Subsidiary pursuant to which such employee may receive shares
    of Stock free of any restrictions under the Plan in lieu of any cash
    compensation to such employee.

    SECTION 8.  PERFORMANCE SHARE AWARDS
                ------------------------

    (a)       Nature of Performance Share Awards.  A Performance Share Award is 
              ----------------------------------         
    an award entitling the recipient to acquire shares of Stock upon the
    attainment of specified performance goals. The Board may make Performance
    Share Awards independent of or in connection with the granting of any other
    Award under the Plan. Performance Share Awards may be granted under the Plan
    to any employees of the Company or any Subsidiary, including those who
    qualify for awards under other performance plans of the Company. The Board
    in its sole discretion shall determine whether and to whom Performance Share
    Awards shall be made, the performance goals applicable under each such
    Award, the periods during which performance is to be measured, and all other
    limitations and conditions applicable to the awarded Performance Shares;
    provided, however, that the Board may rely on the performance goals and
    other standards applicable to other performance unit plans of the Company in
    setting the standards for Performance Share Awards under the Plan.

    (b)       Restrictions on Transfer.  Performance Share Awards and all 
              ------------------------       
    rights with respect to such Awards may not be sold, assigned, transferred,
    pledged or otherwise encumbered.

    (c)       Rights as a Shareholder.  A participant receiving a Performance 
              -----------------------           
    Share Award shall have the rights of a shareholder only as to shares
    actually received by the participant under the Plan and not with respect to
    shares subject to the Award but not actually received by the participant. A
    participant shall be entitled to receive a stock certificate evidencing the
    acquisition of shares of Stock under a Performance Share Award only upon
    satisfaction of all conditions specified in the written instrument
    evidencing the Performance Share Award (or in a performance plan adopted by
    the Board).

                                      -24-
(d)       Termination.  Except as may otherwise be provided by the Board at
               -----------               
    any time prior to termination of employment, a participant's rights in all
    Performance Share Awards shall automatically terminate upon the
    participant's termination of employment by the Company and its Subsidiaries
    for any reason.

    (e)       Acceleration, Waiver, Etc.  At any time prior to the participant's
              -------------------------                                         
    termination of employment by the Company and its Subsidiaries, the Board may
    in its sole discretion accelerate, waive or, subject to Section 11, amend
    any or all of the goals, restrictions or conditions imposed under any
    Performance Share Award.

    SECTION 9.  TAX WITHHOLDING
                ---------------

    (a)       Payment by Participant.  Each participant shall, no later than 
              ----------------------          
    the date as of which the value of an Award or of any Stock or other amounts
    received thereunder first becomes includable in the gross income of the
    participant for Federal income tax purposes, pay to the Company, or make
    arrangements satisfactory to the Board regarding payment of, any Federal,
    state, or local taxes of any kind required by law to be withheld with
    respect to such income. The Company and its Subsidiaries 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 participant.

    (b)       Payment in Stock.  A participant may elect to have such tax 
              ----------------                 
    withholding obligation satisfied, in whole or in part, by (i) authorizing
    the Company to withhold from shares of Stock to be issued pursuant to any
    Award a number of shares with an aggregate Fair Market Value (as of the date
    the withholding is effected) that would satisfy the withholding amount due,
    or (ii) transferring to the Company shares of Stock owned by the participant
    with an aggregate Fair Market Value (as of the date the withholding is
    effected) that would satisfy the withholding amount due.

    SECTION 10.  TRANSFER, LEAVE OF ABSENCE, ETC.
                 --------------------------------

    For purposes of the Plan, the following events shall not be deemed a
    termination of employment:

    (a)       a transfer to the employment of the Company from a Subsidiary or
    from the Company to a Subsidiary, or from one Subsidiary to another; or

    (b)       an approved leave of absence for military service or sickness, or
    for any other purpose approved by the Company, if the employee's right to 
    re-employment is guaranteed either by a statute or by contract or under the
    policy pursuant to which the leave of absence was granted or if the Board
    otherwise so provides in writing.

    SECTION 11.  AMENDMENTS AND TERMINATION
                 --------------------------

    The Board may, at any time, amend or discontinue the Plan and the Board may,
    at any time, amend or cancel any outstanding Award (or provide substitute
    Awards at the same or reduced exercise or purchase price or with no exercise
    or purchase price, but such price, if any, must satisfy the requirements
    which would apply to the substitute or amended Award if it were then
    initially granted under this Plan) for the purpose of satisfying changes in
    law or for any other lawful purpose, but no such action shall adversely
    affect rights under any outstanding Award without the holder's consent.

    SECTION 12.  STATUS OF PLAN
                 --------------

    With respect to the portion of any Award which has not been exercised and
    any payments in cash, Stock or other consideration not received by a
    participant, a participant shall have no rights greater than those of a
    general creditor of the Company unless the Board shall otherwise expressly

                                      -25-
determine in connection with any Award or Awards.  In its sole discretion,
    the Board may authorize the creation of trusts or other arrangements to meet
    the Company's obligations to deliver Stock or make payments with respect to
    Awards hereunder, provided that the existence of such trusts or other
    arrangements is consistent with the foregoing sentence.

    SECTION 13.  EFFECT OF CERTAIN TRANSACTIONS
                 ------------------------------

    In the case of (i) the dissolution or liquidation of the Company, (ii) a
    reorganization, merger or consolidation pursuant to a bona fide negotiated
                                                          ---------           
    transaction with an unaffiliated third party in which the Company is
    acquired by another entity or in which the Company is not the surviving
    corporation, or (iii) the sale of all or substantially all of the assets of
    the Company to another entity in connection with a bona fide negotiated
                                                       ---------           
    transaction with an unaffiliated third party, each outstanding Stock Option
    shall terminate on the effective date of such transaction.  The Optionee's
    right to exercise previously unvested Stock Options under this Section 13
    shall be contingent upon the consummation of the transaction giving rise to
    termination of any such Stock Option under this Section 13.

    SECTION 14.  GENERAL PROVISIONS
                 ------------------

    (a)       No Distribution Compliance with Legal Requirements.  The Board may
              --------------------------------------------------                
    require each person acquiring Stock pursuant to an Award to represent to and
    agree with the Company in writing that such person is acquiring the shares
    without a view to distribution thereof.

    No shares of Stock shall be issued pursuant to an Award until all applicable
    securities law and other legal and stock exchange or similar requirements
    have been satisfied.  The Board may require the placing of such stop-orders
    and restrictive legends on certificates for Stock and Awards as it deems
    appropriate.

    (b)       Delivery of Stock Certificates.  Delivery of stock certificates to
              ------------------------------                                    
    participants under this Plan shall be deemed effected for all purposes when
    the Company or a stock transfer agent of the Company shall have mailed such
    certificates in the United States mail, addressed to the participant, at the
    participant's last known address on file with the Company.

    (c)       Other Compensation Arrangements; No Enrollment Rights.  Nothing
              -----------------------------------------------------          
    contained in this Plan shall prevent the Board from adopting other or
    additional compensation arrangements, including trusts, and such
    arrangements may be either generally applicable or applicable only in
    specific cases.  The adoption of this Plan and the grant of Awards do not
    confer upon any employee any right to continued employment with the Company
    or any Subsidiary.

                                      -26-
SECTION 15.  EFFECTIVE DATE OF PLAN
                 ----------------------

    This Plan shall become effective upon approval by the holders of a majority
    of the shares of Stock of the Company entitled to vote at a meeting of
    stockholders or by written consent.  Subject to such approval by the
    stockholders and to the requirement that no Stock may be issued hereunder
    prior to such approval, Stock Options and other Awards may be granted
    hereunder on and after adoption of this Plan by the Board.

    SECTION 16.  GOVERNING LAW
                 -------------

              This Plan shall be governed by the law of the State of Delaware
    except to the extent such law is preempted by federal law.

    SECTION 17.  EXCHANGE ACT: RULE 16b-3
    -------------------------------------

    (a)       General.  The Plan is intended to comply with Rule 16b-3 
              --------      
    ("Rule 16b-3") under the Exchange Act from and after the Registration Date.
    From and after the Registration Date, any provision inconsistent with Rule
    16b-3 (as in effect on the Registration Date) shall, to the extent permitted
    by law and determined to be advisable by the Committee (constituted in
    accordance with Section 17(b) hereof) or the Board (acting pursuant to
    Section 17(c) hereof), be inoperative and void. In addition, from and after
    the Registration Date, the provisions set forth in Sections 17(a) through
    17(e) shall apply.

    (b)       Stock Option Committee.  From and after the Registration Date, the
              -----------------------                                           
    Committee appointed pursuant to Section 2(b) hereof shall consist of not
    fewer than two members of the Board, neither of whom, during the period of
    service on such Committee and the year prior to service on such Committee,
    shall have been granted an Option under the Plan or been granted or awarded
    an option or other security under any plan of the Company other than as
    permitted under Rule 16b-3 and each of whom shall qualify (at the time of
    appointment to the Committee and during all periods of service on the
    Committee) in all respects as a "disinterested person" as defined in Rule
    16b-3.

    (c)       Action by the Board.  From and after the Registration Date, the 
              --------------------    
    Board may act under the Plan other than by, or in accordance with the
    recommendations of, the Committee, constituted as set forth in Section 17(b)
    hereof, only if all members of the Board are "disinterested persons" as
    defined in Rule 16b-3.

    (d)       Additional Restriction on Transfer of Stock.  From and after the
              --------------------------------------------                    
    Registration Date, no director, officer or other "insider" of the Company
    subject to Section 16 of the Exchange Act shall be permitted to sell Stock
    (which such "insider" had received upon exercise of an Option) during the
    six months immediately following the grant of such Option.

    (e)       Additional Requirement of Stockholders' Approval.  From and after
              -------------------------------------------------       
    the Registration Date, no amendment by the Board shall, without approval by
    the affirmative votes of the holders of a majority of the shares present, or
    represented, and entitled to vote at a duly held meeting of the stockholders
    of the Company at which a quorum is present, either in person or by proxy,
    or by written consent in accordance with applicable state law and the
    Certificate of Incorporation and Bylaws of the Company, materially increase
    the benefits accruing to Section 16 "insiders" under the Plan or take any
    other action that would require the approval of such stockholders pursuant
    to Rule 16b-3.

                                      -27-