WHITMAN MEDICAL CORP, DEF 14A, 1995-10-11

WHITMAN MEDICAL CORP
DEF 14A, 1995-10-11
EDUCATIONAL SERVICES

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WHITMAN MEDICAL CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 8, 1995

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of WHITMAN MEDICAL
CORP. (the "Company") will be held at the Miami Airport Hilton
5101 Blue Lagoon Drive, Miami, Florida, on November 8, 1995 at
10:00 A.M. for the following purposes:

1. To elect six directors to serve for a term of one
year and until their respective successors have been elected
and qualified.

2. To approve an amendment to the 1992 Incentive Stock
Option Plan to increase the number of shares to be issued
thereunder to 950,000 shares.

3. To approve an amendment to the Directors and
Consultants Stock Option Plan to increase the number of shares
to be issued thereunder to 500,000 shares.

4. To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.

Shareholders of record as of the close of business on
October 5, 1995 will be entitled to vote at the Annual Meeting
or any adjournment thereof.

By Order of the Board of Directors

/s/ Joseph Lichtenstein
---------------------------------------
Joseph Lichtenstein, Secretary

Iselin, New Jersey
October 2, 1995

THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED
TO ATTEND THE MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE
UNABLE TO ATTEND IN PERSON ARE RESPECTFULLY URGED TO EXECUTE
AND RETURN THE ENCLOSED PROXY CARD AT THEIR EARLIEST CON-
VENIENCE. PROMPTNESS IN RETURNING THE EXECUTED PROXY CARD
WILL BE APPRECIATED. SHAREHOLDERS WHO EXECUTE A PROXY CARD
MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY, AND
VOTE THEIR SHARES IN PERSON

WHITMAN MEDICAL CORP.

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Whitman Medical Corp. (the "Company") of proxies
for use at the Annual Meeting of shareholders of the Company to be held on
November 8, 1995 or at any adjournment or adjournments thereof (the "Annual
Meeting"). The anticipated date of mailing of this Proxy Statement and the
accompanying proxy is October 12, 1995.

The Board of Directors has fixed the close of business on October 5, 1995
as the record date for determining the shareholders entitled to notice of and
to vote at the Annual Meeting. Each proxy may be revoked at any time prior to
its exercise by written notice of revocation addressed to the Company's
Secretary at the Company's offices, delivery of a later proxy or voting the
shares in person at the Annual Meeting. Proxies which are properly executed
will be voted in favor of the proposals unless a contrary choice has been
specified by the shareholder. All properly executed proxies will be voted at
the Annual Meeting.

As of October 5, 1995 the record date for determining shareholders to
vote at the Annual Meeting there were issued and outstanding 4,433,428 shares
of common stock, no par value (the "Common Stock"). Each share of Common Stock
entitles the holder to one vote on all matters brought before the Annual
Meeting. The

quorum necessary to conduct business at the Annual Meeting consists of a
majority of the outstanding shares of Common Stock. The vote of a majority of
the shares of Common Stock present and voting (assuming the existence of a
quorum) is necessary to elect the directors of the Company, approve an
amendment to the Directors and Consultants Stock Option Plan to increase the
number of shares which may be issued under the plan, approve an amendment to
the 1992 Incentive Stock Option Plan to increase the number of shares which may
be issued under the plan and approve or ratify any other action presented at
the meeting. The Company intends to reimburse brokerage firms and others for
forwarding proxy material to beneficial owners of the Common Stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of September 1, 1995
concerning stock ownership of all persons known by the Company to own
beneficially 5% or more of the Common Stock. Except as otherwise indicated,
all shares are beneficially owned and the sole investment and voting power is
held by each person set forth below.

<TABLE>
<CAPTION>
Amount and
Nature of
Title of Name and Address of Beneficial Percent
Class Beneficial Holder Ownership of Class
- -------- ------------------- ---------- ---------
<S> <C> <C> <C>
Common Stock Frost-Nevada, 1,928,814(1) 39.7%
Limited
Partnership
3500 Lakeside Court
Suite 200
Reno, Nevada 89509
</TABLE>

<TABLE>
<CAPTION>
Amount and
Nature of
Title of Name and Address of Beneficial Percent
Class Beneficial Holder Ownership of Class
- -------- ------------------- ---------- ---------
<S> <C> <C> <C>
Common Stock Azure Limited 600,000 13.5%
c/o Charter Management
Limited
P.O. Box 134
Town Mills
Trinity Square
St. Peter Fort
Guernsey Channel Islands

Common Stock SBC Liquidating, Inc. 98,232(2) 2.2%
P.O. Box 31452
Des Peres, Missouri 63131
</TABLE>

- ---------------
(1) Includes 425,000 shares which can be obtained by the exercise of stock
purchase warrants within 60 days and 75,000 shares which can be obtained by Dr.
Phillip Frost by the exercise of stock options within 60 days. Exercise of
these warrants and options are subject to the restrictions of the New Jersey
Shareholders Protection Act.

(2) Does not include 510,806 shares registered in the name of SBC Liquidating,
Inc. that are held in escrow. In connection with the purchase by the Company of
Sanford-Brown College, 609,038 shares of the Company's Common Stock were
registered in the name of SBC Liquidating Inc. and were delivered into escrow
under an agreement which provides for the return to the Company of all or a
portion of the escrowed shares upon the occurrence of certain contingencies.
Among other things, all of the shares were required to be returned to the
Company if the United States Department of Education failed to recertify SBC for
participation on the Title IV programs. SBC Liquidating, Inc. disclaimed
beneficial ownership of the escrowed shares. In May of 1995 SBC was recertified
by the United States Department of Education and 98,232 of the escrowed shares
were delivered to SBC Liquidating, Inc. The balance of the escrowed shares
remain in escrow and continue to be subject to return to the Company upon the
occurrence of certain contingencies. SBC Liquidating, Inc. has disclaimed
beneficial ownership of any of the shares except for the 98,232 delivered to it
out of escrow. The Company and SBC have agreed that the shares held in escrow
will not be voted. However, such shares will be counted for the purpose of
determining whether a quorum exists necessary to conduct business at the Annual
Meeting.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as of September 1, 1995 concerning
the number of shares of Common Stock beneficially owned by each director,
nominee and officer and by all directors, nominees and officers of the Company
as a group. Except as otherwise indicated, all shares are beneficially owned
and the sole invested and voting power is held by each person set forth below.

<TABLE>
<CAPTION>
Amount and
Nature of
Title of Name of Beneficial Beneficial Percent
Class Owner Ownership of Class
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Marvin Gordon 207,983(1) 4.6%

Common Stock Joseph Lichtenstein 221,983(1) 4.9%

Common Stock Phillip Frost, M.D. 1,928,814(2) 39.7%

Common Stock Isaac Kaye 15,000(3) (4)

Common Stock Richard C. Pfenniger, Jr. 40,000(3) (4)

Common Stock Peter S. Knight 5,000(3) (4)

Common Stock Jack R. Borsting 5,300(5) (4)

Common Stock Randy S. Proto 100 (4)

Common Stock All officers and
directors as a group
(8 persons) 2,424,180 47.3%
</TABLE>

- ---------------
(1) Includes 100,000 shares which can be obtained by the exercise of stock
options within 60 days.

(2) Includes 425,000 shares which can be obtained by the exercise of stock
purchase warrants registered in the name of Frost-Nevada, Limited Partnership
within 60 days and 75,000 shares which can be obtained by Dr. Frost by the
exercise of stock options within 60 days. Exercise of these warrants and
options are subject to the restrictions of the New Jersey Shareholders
Protection Act.

(3) Consists of shares which can be obtained by the exercise of stock
options within 60 days.

(4) Less than one (1%) percent.

(5) Includes 5,000 shares which can be obtained by the exercise of stock
options within 60 days.

The Company does not know of any arrangements the operation of which may at a
subsequent date result in a change in control of the Company.

ELECTION OF DIRECTORS

At the Annual Meeting, six directors will be elected to serve until the next
Annual Meeting of shareholders or until their respective successors have been
elected and qualified. The by-laws of the Company provide that the Company may
have a maximum of nine directors. The Board has resolved to fix the number of
directors at six and has nominated the six individuals set forth below as
directors. It is intended that the proxies solicited hereby will be cast for
those nominees.

The Board has the right to increase the number of directors and to elect
additional directors without shareholder approval if it deems such action to be
in the best interests of the Company. The proxies solicited hereby will be
voted for no more than six directors.

If any nominee becomes unavailable for election, the shares represented by
the proxy will be voted for such nominee as the persons named in the proxies
shall, in their judgment, substitute. At this time the Board has no reason to
believe that any nominee will not be

available for election. The nominees and certain information concerning them
are set forth as follows:

Phillip Frost, M.D. (age 58) has been a Director of the Company since April
6, 1992 and Chairman of the Board of Directors since November 19, 1992. Dr.
Frost has been Chairman of the Board of Directors and Chief Executive Officer
of IVAX Corporation since 1987 and President of that company since July 1991.
Dr. Frost is a director of North American Vaccine, Inc., American Exploration
Company, Intercontinental Bank and NaPro BioTherapeutics, Inc. Dr. Frost was
Chairman of the Department of Dermatology at Mt. Sinai Medical Center of
Greater Miami from 1972 to 1990. Dr. Frost is a trustee of the University of
Miami and a member of the Board of Governors of the American Stock Exchange,
Inc.

Joseph Lichtenstein (age 69) has been Vice President, Secretary and Treasurer
and a Director of the Company since its organization. Prior to organizing the
Company, and from 1962, Mr. Lichtenstein was president of a manufacturer of
pharmaceuticals where his responsibilities included administration and
management. Mr. Lichtenstein is the father of William Lichtenstein, the
President of Ultrasound Technical Services, Inc., the Company's subsidiary that
operates the Ultrasound Diagnostic School.

Isaac Kaye (age 66) has been a Director of the Company since April 6, 1992.
Mr. Kaye has been Deputy Chief Executive Officer and a director of IVAX
Corporation since December 1990, Chief Executive Officer of Norton Health Care
Limited since December 1990 and an

employee of Norton Health Care Limited since 1988, and from 1985 to 1988 Mr.
Kaye was a consultant to that company.

Richard C. Pfenniger, Jr. (age 40) has been a director of the Company since
April 6, 1992. Mr. Pfenniger, an attorney, has been Chief Operating Officer of
IVAX Corporation since May 1994 and President of its Healthcare Group since
January 1995. From 1989 to May 1994 he served as Senior Vice President - Legal
Affairs and General Counsel of IVAX Corporation and as its Secretary from 1990
to 1994. From 1986 to 1989, Mr. Pfenniger was a member of the law firm of
Greer, Homer & Bonner, P.A. Mr. Pfenniger is a director of North American
Vaccine, Inc. and NaPro BioTherapeutics, Inc.

Peter S. Knight (age 44) has been a director of the Company since December
20, 1994. Mr. Knight, an attorney, is a member of the law firm of Wunder,
Diefenderfer, Cannon & Thelen. Mr. Knight was Chairman of the Vice
Presidential campaign of Vice President Gore, was Deputy Director of Personnel
in the Clinton/ Gore presidential transition and a Consultant to the Office of
Presidential Personnel. From 1989 to 1991 Mr. Knight was General Counsel and
Secretary to Medicis Pharmaceutical Corporation. Mr. Knight is a director of
COMSAT and Wertheim Schroeder Investment Services.

Jack R. Borsting (age 66) has been a director of the Company since December
20, 1994. Dr. Borsting is the E. Morgan Stanley Professor of Business
Administration at the University of Southern California and Director of its
Center for Telecommunication Management. From 1988 to 1994 Dr.
Borsting was Dean of the University of Southern California School of Business
Administration, and from 1983 to 1988 was Dean of the University of Miami
School of Business Administration. Dr.

Borsting, a former Assistant Secretary of Defense (Comptroller), is a director
of Northrop Corporation and of TRO Learning. Dr. Borsting is a member of the
National Research Council Committee on Military Enlistment Standards and a
trustee of the Institute for Defense Analysis, of the Rose Hill Association and
of the Los Angeles Orthopedic Hospital Foundation.

During fiscal 1995, the Board of Directors held four meeting and took
action twice by unanimous written consent. The Company has a stock option
committee which met twice and took action once by unanimous written consent.
At the end of fiscal 1995 an audit committee was organized but did not have its
first meeting until after the close of the fiscal year. The stock option
committee reviews and determines awards of options under the Company's stock
option plans. The members of the committee are Phillip Frost, M.D. and Isaac
Kaye. The audit committee reviews and examines those matters which relate
primarily to the financial audit of the Company and its subsidiaries and
recommends to the Board of Directors a firm of certified public accountants to
make an audit of the Company for the coming year. The members of the committee
are Richard C. Pfenniger, Jr., Peter S. Knight and Jack R. Borsting. During
fiscal 1995, each director attended 75% or more of the meetings of the Board
and of the meetings of the committees on which he served. The Company does not
have nominating or compensation committees.

The Company's Directors and Consultants Stock Option Plan provides that once
a year members of the Company's Board of Directors who are not employees of the
Company automatically receive stock options in accordance with a formula award.
In fiscal 1995, pursuant to that

provision, options at an exercise price of $4.88 per share were automatically
granted to Dr. Frost (25,000 shares), Mr. Kaye (5,000 shares) and Mr. Pfenniger
(5,000 shares). In addition, in connection with their joining the Board of
Directors in fiscal 1995, Messrs. Borsting and Knight were granted options to
purchase 5,000 shares each at a price of $6.375 per share under the Directors
and Consultants Stock Option Plan.
The Company's directors and executive officers, and persons who own more than
ten (10%) percent of a registered class of the Company's equity securities, are
required to file initial reports of ownership and reports of changes in
ownership of their securities and to furnish the Company with copies of the
forms they filed. For fiscal 1995, all such forms were timely filed.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the
Company for the Chief Executive Officer and each of the Executive Officers for
the fiscal years ended March 31, 1995, 1994 and 1993, respectively.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------- -------
Other All
Annual Restricted Securities Other
Name and Compen- Stock Underlying LTIP Compen-
Principal Salary Bonus sation Award(s) Options Payouts sation
Position Year ($) ($) ($) ($) SARs (#) ($) ($)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Randy S. Proto 1995 43,269 0 0 0 275,000 0 0
President 1994
1993

Marvin Gordon 1995 115,758 0 1,670 0 0 0 0
Vice Chairman 1994 115,758 0 1,713 0 0 0 0
1993 109,425 0 1,653 0 100,000 0 0

Joseph 1995 115,758 0 1,716 0 0 0 0
Lichtenstein 1994 115,758 0 1,629 0 0 0 0
Vice President 1993 109,425 0 1,674 0 100,000 0 0
</TABLE>

The following tables summarize option grants and exercises during the fiscal
year ended March 31, 1995 to or by the executive officers named in the Summary
Compensation Table above, and the value of the options held by such
persons on March 31, 1995.

OPTION/SAR GRANTS DURING THE YEAR ENDED MARCH 31, 1995

Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation For
Individual Grants Option Term
- -----------------------------------------------------------------------------------------------------
Percent
of Total
Number of Options/
Securities SARs
underlying Granted
option/ to Exercise
SARs Employees of Base
Granted in Fiscal Price Expiration
Name (#) Year ($/Sh) Date 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Randy Proto 275,000 72.9% $4.25 11/24/04 1,903,771 3,031,437
Marvin 0 0 0 0
Joseph
Lichtenstein 0 0 0 0
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN 1995
AND OPTION/SAR VALUES AT MARCH 31, 1995

<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Shares Options/SARs Options/SARs
Acquired at Fiscal at Fiscal
on Value Year-End (#) Year-End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unerxercisable
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Randy Proto 0 0 275,000(1)(2)U 653,125 U
Marvin Gordon 5,000 0(3) 100,000(1) E 225,000 E
Joseph
Lichtenstein 15,000 0(3) 100,000(1) E 225,000 E
</TABLE>
__________________
(1) These represent unexercised options.
(2) These shares vest over five years. At March 31, 1995, 0(zero) shares were
vested.
(3) The exercise price exceeded the market price at the date of exercise.
_________________
E Exercisable
U Unexercisable

Certain Transactions

Randy S. Proto receives an annual salary of $150,000. He has no
employment agreement with the Company. In consideration of Mr. Proto's
agreement to enter the employ of the Company and become its President, Mr.
Proto was granted options to purchase 275,000 of the Company's Common Stock at
a price of $4.25 a share. The options granted Mr. Proto vest over a period of
five years. The first portion of those options vest on November 25, 1995.

Messrs. Gordon and Lichtenstein had identical employment agreements
which expired on April 5, 1995 which provided for basic salaries of $100,000
each per annum adjusted for any increase in the cost of living. With the
expiration of his employment agreement, Mr. Lichtenstein has continued to
receive the same salary as before. Mr. Gordon is no longer employed by the
Company and is not standing for re-election to the Board of Directors.

In April 1995, Career Master a company 40% owned by Randy S. Proto,
entered into an agreement with the Ultrasound Diagnostic School (UDS) pursuant
to which Career Master would implement at UDS its system of organizing and
operating job placement departments for use at the UDS teaching facilities. In
addition to paying a small fee for the service, UDS agreed to purchase over a
two year period approximately $160,000 in text books and related materials from
Career Master to be resold to UDS students. In addition, the Company agreed to
seek approval from its stock option committee to issue options to purchase
15,000 shares of the Company's common stock to a principal of Career Master who
is not related to Mr. Proto.

In fiscal 1995, UDS paid rent of $60,545 to a partnership in which
Joseph Lichtenstein is a general and limited partner that owns the building in
which is located the premises occupied by UDS's Pompano Florida facility. Mr.
Lichtenstein is also a principal in the company that manages that building.
UDS purchased approximately $290,000 in medical equipment and supplies from a
medical supply distributor owned by the wife of Mr. Lichtenstein at prices at
least as favorable as UDS would have paid to third parties. This same
distributor is the exclusive licensee of the Company's change-in-temperature
indicator utilized in the transportation and storage of blood. Royalties
received by the Company in connection with this license are not significant.

In fiscal 1995, in connection with the acquisition of Sanford-Brown
College, Frost-Nevada Limited Partnership, a company beneficially owned by Dr.
Phillip Frost was issued warrants to purchase 575,000 shares of the Company's
Common Stock at a price of $6.25 per share in consideration for Frost-Nevada
agreeing to guaranty an $8,500,000 credit facility consisting of a $6,000,000
term loan and $2,500,000 revolving credit loan to the Company. The number of
warrants exercisable by Frost-Nevada at any time is subject to the restrictions
of the New Jersey Shareholders Protection Act.In the last quarter of fiscal
1995, management of the Company concluded that it was advisable that the
Company obtain an infusion of equity capital in order, among other things, to
insure that it will be in compliance at fiscal year end with certain Department
of Education regulations including the positive tangible net worth requirement.
As an inducement to Frost-Nevada to make this equity investment, the Company
offered to discount the

exercise price of 385,480 warrants utilizing a present value calculation to the
expiration date of those warrants. Accordingly, on March 31, 1995 Frost-Nevada
purchased 75,000 shares of Common Stock at $3.12 per share, 160,480 shares at
$.93 per share and 150,000 shares at $3.51 per share. The latter shares were
purchased on the exercise of a portion of the warrants issued to Frost-Nevada
in January 1995 in connection with the Company's acquisition of Sanford-Brown
College.

James Combs, the beneficial owner of the company from which Sanford-
Brown College was acquired, is the beneficial owner of three buildings occupied
by Sanford-Brown College under lease agreements. In fiscal 1995, the Company's
Sanford-Brown College subsidiary paid Mr. Combs rent totaling $119,097.

Stock Option Plans

The Company maintains four stock option plans. The Company's 1982
Incentive Stock Option Plan terminated in 1992 in accordance with its terms on
the tenth anniversary on the date on which it was first adopted. No additional
options may be granted under the 1982 Plan. Incentive Stock Options are stock
options which are intended to satisfy the criteria established in Section 422
of the Internal Revenue Code and are subject to tax treatment that is different
than non statutory or non qualified stock options. Incentive stock options
may be granted for terms of up to ten years at prices that are not less than
the market price of the shares on the date the option is granted. In 1992,
the Company adopted the 1992 Incentive Stock Option Plan to succeed the 1982
Plan. Under the 1992 Plan an aggregate of 350,000 shares may be issued. The
proposed amendment to the 1992 Plan would increase this amount to 950,000
shares. All full time employees of the Company,

including directors who are also officers are eligible to participate in the
Plan. The 1992 Plan is administered by the stock option committee of the Board
of Directors. Randy Proto holds options to purchase 275,000 shares under the
1992 Plan at a price of $4.25 per share and Joseph Lichtenstein holds options
to purchase 100,000 shares under the Plan at a price of $4.375 per share.

The Company has a Non Qualified Stock Option Plan under which options
covering up to 50,000 shares of Common Stock may be issued without further
approval. The plan is administered by the stock option committee of the Board
of Directors of the Company and may be amended, suspended or discontinued by
the Board at any time. All full time employees of the Company, including
directors who are also officers, are eligible to participate in the plan. The
Company has a non qualified Directors and Consultants Stock Option Plan under
which an aggregate of 350,000 shares of the Company's Common Stock may be
issued. The Company's Board of Directors voted to increase the number of
shares of Common Stock which may be issued under the plan to 500,000 shares,
subject to the approval of the shareholders at the Annual Meeting. The purpose
of the plan is to continue the retention of directors and consultants by
offering them a greater stake in the Company's success and a greater identity
with it and to add and gain the services of individuals whose services as
directors and consultants would be helpful to the Company and would contribute
to its success. The plan is administered by the stock option committee of the
Board of Directors and may be amended, suspended or terminated without prior
approval of the shareholders except that shareholder approval is necessary for
certain amendments. Directors and consultants of the

Company who are not eligible to participate under any other discretionary
stock, stock option or stock appreciation rights plan of the Company or its
affiliates are eligible to participate in the Plan. In the aggregate, under the
Directors and Consultants Stock Option Plan, options for 75,000 shares are held
by Dr. Frost, options for 40,000 shares are held by Mr. Pfenniger, options for
15,000 shares are held by Mr. Kaye and options for 5,000 shares each are held
by Messrs. Knight and Borsting, at prices ranging from $4.375 to $11.75 per
share.

Federal Income Tax Consequences
of the 1992 Incentive Stock Option Plan

The following discussion sets forth what the Company believes are the
material federal income tax consequences, under current law, of the grant or
exercise of an option and the sale of Common Stock issued under the 1992
Incentive Stock Option Plan.

For a stock option to qualify as an "incentive stock option" or "ISO"
it must meet the requirements of Section 422 of the Internal Revenue Code (the
"Code") when granted. It must also meet the ISO requirements of the Code at
all times beginning from the date the ISO is granted until its exercise. The
grant or exercise of an ISO under the plan will not generally cause recognition
of income by the optionee if certain employment and holding requirements are
met. If these requirements are not met, the exercise of an ISO will be treated
generally as the exercise of a non qualified stock option; see the discussion
below with respect to the tax consequences of exercising an option under the
Directors and Consultants Stock Option Plan. However, the amount by which the
fair market value of a share of Common Stock at the time of exercise of an ISO
exceeds the option price is a "tax

preference item" for purposes of the alternative minimum tax (as further
discussed below). In the event of a sale of the shares received upon exercise
of an ISO more than two years from the date of grant and more than one year
from the date of exercise (the "Holding Period"), the optionee will recognize
as long-term capital gains income the difference between the amount received in
such disposition over the basis in the option stock and no ordinary
compensation income shall be recognized at the time of exercise or of sale.

If an optionee disposes of ISO stock before the Holding Period
expires, it is considered a disqualifying disposition. The effect of a
disqualifying disposition is to require the optionee to recognize any gain as
compensation income, meaning that the gain on the disposition is computed as
the difference between the option exercise price and the Common Stock's fair
market value at the time of the option exercise. For purposes of the
disqualifying disposition rules, a "disposition" of shares includes their sale,
gift, exchange in a taxable transaction, transfer out of joint ownership unless
the optionee acquired full ownership, or exchange for other shares of the
Company upon the exercise of another ISO (but not an exchange for other shares
of the Company upon exercise of a non qualified option). Disposition does not
include the transfer of shares upon the optionee's death or bankruptcy, their
pledge as security for a debt, transfers between spouses or incident to a
divorce or their transfer into joint ownership with the right of survivorship.

If the disqualifying disposition is a sale or exchange (other than
one for which federal tax law would not permit a loss to be recognized, such as
a sale between certain related parties), the optionee must

recognize as ordinary compensation income, in the year of disposition, (1) the
excess of the fair market value of the shares at the date of exercise over the
option price, or (2) the excess of the disposition price over the option price,
whichever is smaller. If the disqualifying disposition is by gift (or any
other type of transaction for which federal tax law would not permit a loss to
be recognized), the optionee must recognize income equal to the spread at
exercise even if the shares have subsequently declined in value. Any excess of
the disposition price over the fair market value at the date of exercise must
be recognized as capital gain, which will be long or short term depending upon
how long the optionee held the shares.

The Company is allowed a tax deduction equal to the amount of
ordinary income recognized by the optionee in a disqualifying disposition.

To the extent that the aggregate fair market value of the Common
Stock with respect to which ISOs are exercisable for the first time by an
individual in any calendar year exceeds $100,000 (counting all options issued
after December 31, 1986 under all incentive stock option plans), such options
will be treated as options which are not ISOs.

To the extent that the optionee is permitted to exercise, and
exercises, an ISO by paying the option price with previously acquired Common
Stock ("Old Stock"), there will generally be no recognition of gain or loss on
the Old Stock surrendered.

If the optionee exercises an ISO by surrendering Old Stock and no
gain or loss is recognized on the surrender, his tax basis and capital gain
holding period for shares received will be determined as follows:

(a) With respect to shares received up to the number of shares of
Old Stock surrendered, his basis will be equal to his basis in the Old Stock
surrendered, and his capital gain holding period will include his holding
period in the Old Stock surrendered. However, there will be no carryover of
the holding period of the Old Stock in determining whether the two-year and
one-year holding periods of the new shares are satisfied to avoid a
disqualifying disposition of the newly acquired Common Stock.

(b) With respect to shares received in excess of the number of
shares of Old Stock surrendered, his basis will be the amount of cash, if any,
paid by him upon exercise, and his holding period will begin for all purposes
on the date of exercise of the option.

Under the foregoing rules, even though the optionee exercises his ISO
by an exchange of Old Stock, he must hold all the newly received shares
(including those received in exchange for the Old Stock) until a date more than
two years from the option grant and more than one year from exercise to avoid a
disqualifying disposition. A disqualifying disposition of less than all of the
shares received will be treated under proposed regulations, as a disposition
first of the shares with the lowest basis.

Federal Income Tax Consequences of the
Directors and Consultants Stock Option Plan

Options under this plan are non qualified options in that they do not
qualify for the special treatment under the tax laws afforded to ISO's and
other statutory options. The grant of an option under the plan should not
result in recognition of income by the optionee. If the optionee is subject to
the restrictions of Section 16(b) of the Securities Exchange Act of 1934
("Section 16(b)") income will be recognized at the time the restrictions lapse
and should be measured by the excess of the fair market value of the shares at
such time over the option price, unless the optionee elects to be taxed at the
time of exercise. In the event of a sale of the shares, any appreciation after
the date of exercise or lapse of the restrictions of Section 16(b), as the case
may be, should qualify as capital gain.

Notwithstanding Section 16(b) considerations, generally when a non
qualified stock option is exercised under the plan, the optionee will recognize
ordinary compensation income in the amount of the excess of the value of the
shares acquired over the option price paid for them. The share value used to
measure the amount of income reportable is ordinarily the value at the date of
exercise. The Company is allowed a tax deduction equal to the amount of
ordinary income recognized by the optionee, if the Company complies with IRS
requirements for withholding taxes on that income.

The optionee's tax basis in the shares acquired upon exercise is
equal to the amount paid for them plus the amount of ordinary income
recognized. This will generally result in a basis equal to the fair market
value of the shares at exercise. Upon the subsequent sale of the shares, the
optionee will realize a capital gain or loss calculated using that basis. The
gain or loss will be short or long term depend-

ing upon the length of time the shares are held by the optionee after the date
income is recognized.

To the extent that the optionee is permitted to exercise, and
exercises, a non qualified option by paying the option price with Old Stock,
there will generally be no recognition of gain or loss on the Old Stock
surrendered. The optionee will recognize as ordinary compensation income an
amount equal to the fair market value of the number of shares received in
excess of the number of shares of Old Stock surrendered. This amount of income
will be the same as if the option had been exercised by payment of cash.

If the optionee exercises a non qualified option by surrendering Old
Stock, his basis and capital gain holding period for shares received will be
determined as follows:

(b) With respect to shares received in excess of the number of
shares of Old Stock surrendered, his basis will be the amount of (1) ordinary
income recognized upon exercise, plus (2) any cash paid by him upon exercise
(e.g., to round off a fractional share), and his capital gain holding period in
these excess shares will begin on the date of exercise of the option.

AMENDMENT OF 1992 INCENTIVE STOCK OPTION PLAN

At the Annual Meeting, shareholders are being asked to consider and
approve an amendment to the 1992 Incentive Stock Option Plan to increase the
maximum number of shares of Common Stock that are subject to the plan. The
plan currently provides for the grant of options to employees, including
directors who are also employees of the Company, for the purchase of an
aggregate of 350,000 shares of Common Stock. The Board of Directors has adopted
an amendment to the plan to increase the number of shares as to which options
may be granted to 950,000 shares. Approval of shareholders is required to
increase the number of shares of Common Stock issuable upon exercise of
options. The Company has found that the plan promotes the growth and
profitability of the Company by providing employees of the Company and its
subsidiaries with incentives to achieve long term objectives, attracts and
retains employees of outstanding competence and provides those employees with
an opportunity to acquire an equity interest in the Company. The current
amount of shares available under the plan is insufficient to fulfill existing
grants and is considered insufficient by the Board to fulfill the purpose of
the plan. The Board's action, if approved by the shareholders, would make
available to purchase an additional 600,000 shares so as to insure that the
Company may continue to obtain the benefits of the plan.

The Board of Directors recommends that you vote FOR approval of the
amendment to the Company's 1992 Incentive Stock Option Plan.

AMENDMENT OF DIRECTORS AND CONSULTANTS STOCK OPTION PLAN

At the Annual Meeting, shareholders are being asked to consider and
approve an amendment to the Directors and Consultants Stock Option Plan to
increase the maximum number of shares of Common Stock that are subject to the
plan.The Company has found the plan to be beneficial in retaining, encouraging
and awarding directors and consultants by providing them with an opportunity to
share in the future success of the Company. The plan currently provides for
the grant of options to directors and consultants for the purchase of an
aggregate of 350,000 shares of Common Stock. The Board of Directors has
adopted an amendment to the plan to increase the number of shares as to which
options may be granted to 500,000 shares. The plan provides that approval of
shareholders is required to increase the maximum number of shares of Common
Stock issuable upon exercise of options. The current amount of shares
available under the plan is insufficient to fulfill existing grants and is
considered insufficient by the Board to fulfill the purpose of the plan. The
Board's action, if approved by the shareholders, would make available options
to purchase an additional 150,000 shares so as to ensure that the Company may
continue to obtain the benefits of the plan.

The Board of Directors recommends that you vote FOR approval of the
amendment to the Company's Directors and Consultants Stock Option Plan.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed the firm of Ernst & Young LLP
to be the Company's auditors for the current fiscal year. A representative of
Ernst & Young LLP will be present at the Annual

Meeting and will be available to respond to appropriate questions of the
shareholders.

GENERAL

The Board does not know of any matters other than the foregoing that
will be presented for consideration at the Annual Meeting. However, if other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote thereon in accordance with their judgment.

The entire cost of soliciting the proxies will be borne by the
Company. Proxies will be solicited by mail, and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
specifically compensated for such services.

PROPOSALS OF SECURITY HOLDERS

Proposals of security holders intended to be presented at the next
Annual Meeting must be received by the Company no later than July 1, 1996 for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting.

FORM 10-K

A copy of the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission will be furnished without charge to
shareholders by writing to: Joseph Lichtenstein, Secretary, Whitman Medical
Corp., 485 Building E, US Highway 1 South, Suite 100, Iselin, New Jersey 08830-
3005.

By order of the Board of Directors

Joseph Lichtenstein
Secretary

Dated: October 2, 1995

APPENDIX
(Furnished to SEC pursuant to Instruction 3, Rule 14a-101,
Item 10(b)(2), but not being provided to shareholders)

WHITMAN MEDICAL CORP.

1992 INCENTIVE STOCK OPTION PLAN

1. Purpose of the Plan.

The purposes of this Plan (the "Plan"), which is designed to
qualify as an "incentive stock option plan" under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), is to
assist Whitman Medical Corp., a New Jersey corporation (the
"Corporation"), and its subsidiaries (as hereinafter defined) in
attracting and retaining employees and to secure for the
Corporation and its subsidiaries the benefits of the incentive
inherent in ownership of the Corporation's equity securities by
employees who are responsible for the continuing growth and success
of the Corporation and its subsidiaries. The Plan provides a means
by which such employees may be given an opportunity, as an
incentive to service or continued service with the Corporation or
a subsidiary, to purchase shares of the Common Stock (as
hereinafter defined) of the Corporation upon the exercise of
options designed to qualify as "incentive stock options" under
Section 422 of the Code.

For the purposes of this Plan, the term "subsidiary" shall
mean a corporation in an unbroken chain of corporations beginning
with the Corporation, if at the time of the granting of an option
each of the corporations other than the last corporation in the
unbroken chain owns stock possessing more than fifty (50%) percent
of the total combined voting power of all classes of stock in one
of the other corporations in such chain.

2. Shares Subject to the Plan.

Subject to the provisions of Section 13 of the Plan, an
aggregate of 950,000 shares of the common stock, no par value, of
the Corporation ("the Common Stock"), are available for the
issuance upon the exercise of options under the Plan.

The shares to be issued upon the exercise of options under the
Plan may be authorized but unissued shares of Common Stock or
issued shares of Common Stock which are held in the treasury of the
Corporation. If an option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares which
were subject thereto shall, unless the Plan shall have been
terminated, be added to the shares otherwise available for options
under the Plan.

3. Term of the Plan.

Subject to the provisions of Sections 14 and 16, the Plan
shall commence effective as of April 1, 1992, and options granted
under the Plan must be granted no later than March 31, 2002.

4. Administration of the Plan.

The Plan shall be administered by, or under the direction of,
the Stock Option Committee of the Board of Directors of the
Corporation. The Stock Option Committee shall be constituted in
such a manner as to comply at all times with Rule 16b-3 (or any
successor rule) promulgated under the Securities Exchange Act of
1934 (the "Exchange Act") as in effect from time to time. Such
Committee shall be composed of at least two directors, each of whom
is not an employee of the Corporation or any subsidiary as such
terms are defined under Section 1 hereof. All actions of the Stock
Option Committee with respect to the Plan shall be taken so as to
comply at all times with the Exchange Act. The Stock Option
Committee shall otherwise have plenary authority to interpret the
Plan and to make all determinations specified in or permitted by
the Plan or deemed necessary or desirable for its administration or
for the conduct of the Stock Option Committee's business. All
determinations of the Stock Option Committee may be made on an
individual or group basis and shall be final, conclusive and
binding on all interested parties. A majority of the Stock Option
Committee shall constitute a quorum and the acts of a majority of
the members of the Stock Option Committee present at any meeting at
which a quorum is present, or acts approved in writing by a
majority of the Stock Option Committee, shall be the acts of the
Stock Option Committee.

Subject to the express provisions of the Plan, the Stock
Option Committee shall have the authority, in its discretion: (i)
to determine the individuals to receive options, the times when
they shall receive them, the number of shares to be subject to each
option, the exercise price for shares of Common Stock subject to
each option, the term of each option, the date each option shall
become exercisable in whole, in part or in installments, and, if in
installments, the number of shares to be subject to each
installment, the date each installment shall become exercisable and
the term of each installment; to accelerate the date of exercise of
any installment; to determine whether shares may be issued upon
exercise of an option as partly paid and, if so, the dates when
future installments of the exercise price shall become due and the
amounts of such installments, and to determine the other terms and
provisions of each option granted under the Plan; (ii) to construe
the respective Certificates (as hereinafter defined) and the Plan;
(iii) to establish, amend and rescind rules and regulations for the
administration of the Plan; and (iv) to make all other
determinations deemed by it necessary or advisable for
administering the Plan. The determination of the Stock Option

Committee on the matters referred to in this Section 4 shall be
conclusive.

5. Eligibility and Selection.

Only employees (including employees who are officers or
directors) of the Corporation or of any of its subsidiaries are
eligible to receive options under the Plan. Directors of the
Corporation who are not employees of the Corporation or a
subsidiary are not eligible to receive options under the Plan. In
determining whether options shall be granted under the Plan to an
employee and the number of shares of Common Stock as to which
options may be granted to such employee, the Stock Option Committee
shall consider the duties of the employee, his present and
potential contributions to the success of the business of the
Corporation, and such other factors as the Stock Option Committee
deems relevant in furthering the purposes of the granting of such
options and the interests of the Corporation. An employee may
receive more than one option under the Plan. To the extent the
aggregate fair market value (determined on the date of grant in the
order in which the options are granted) of shares of Common Stock
as to which options are exercisable for the first time by any
employee during any calendar year (under this Plan and all other
plans of the Corporation providing for the grant of options
qualifying as "incentive stock options" under Section 422 of the
Code) exceeds $100,000, such options shall be treated as options
which are not incentive stock options.

6. Incentive Stock Options.

(a) Each option, and the terms and conditions thereof,
shall be evidenced by a written incentive stock option certificate
(the "Certificate") which shall be duly executed by the Corporation
(and, if deemed necessary or advisable by the Stock Option
Committee, acknowledged and accepted by the employee). The terms
of each Certificate shall be determined from time to time by the
Stock Option Committee, consistent, however, with the Plan;
provided, however, that to the extent permitted by law and
consistent with the terms and conditions of the Plan and the
option, the Board of Directors may make such modifications in the
terms and conditions of the option as the Board shall deem
necessary or advisable, or as may be required in order that the
option evidenced by the Certificate be an "incentive stock option".

(b) Each option under the Plan (i) shall specify the
exercise price per share of Common Stock, which shall be not less
than the fair market value of the Common Stock of the Corporation
on the date on which such option is granted, provided, however,
that the exercise price per share of any option granted to an
individual who, at the time such option is granted, is the owner of
stock possessing more than ten percent (10%) of the total combined

voting power of all classes of stock of the Corporation shall be
not less than 110% of the fair market value of a share of the
Common Stock of the Corporation on the date on which such option is
granted; (ii) shall be exercisable during a period no later than
ten (10) years after the date on which it is granted (except as in
the case of an option granted to any person who, at the time of the
grant of such option is the owner of more than ten (10%) percent of
the total combined voting power of all classes of stock of the
Corporation, five (5) years after the date on which it is granted),
as determined by the Stock Option Committee; (iii) shall be
exercisable, cumulatively, as may be determined by the Stock Option
Committee at the time of grant, but shall become exercisable as to
all shares subject to the option upon the death or "disability" (as
defined in Section 13) of the holder of the option; (iv) shall not
be transferrable by the holder of the option (other than by will or
the laws of descent and distribution) and shall be exercisable
during the lifetime of the holder of the option only by such
holder; and (v) shall contain the other terms and conditions as may
be determined by the Stock Option Committee at the time of the
grant, provided that such other terms and conditions shall be
permitted by law, shall not be inconsistent with the Plan and shall
not prevent the option from qualifying as an "incentive stock
option" under Section 422 of the Code. To the extent permitted by
law, and without limitation to the foregoing, the Board of
Directors may make such modifications in the provisions of the form
of Certificate or any particular option under the Plan as it shall
deem advisable or as may be required in order that the option may
qualify as an "incentive stock option" under Section 422 of the
Code.

7. Exercise Price.

The exercise price for each share of Common Stock issuable
upon the exercise of an option granted under the Plan shall not be
less than the fair market value (or, in the case of an option
granted to any person who, at the time of the grant of such option,
is the owner of more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation, not less
than 110% of the fair market value) of a share of Common Stock at
the time of granting of the option, as determined by the Stock
Option Committee, provided that the method of determination shall
not be inconsistent with any regulations applicable to "incentive
stock options" which may be promulgated by the Internal Revenue
Service or the Secretary of the Treasury.

8. Term of Options.

Options under the Plan shall be exercisable as shall be
determined by the Stock Option Committee at the time of grant;
provided, however, that options granted hereunder shall be
exercisable for a period not exceeding ten (10) years from the date

such option is granted. Options shall be subject to earlier
termination as hereinafter provided.

9. Exercise of Options.

Each option shall be exercised, in whole or in part, as to
such number of shares of Common Stock and at such time or times as
the Stock Option Committee shall have determined at the time of
grant; provided, however, that no option shall be exercisable in
whole or in part after the expiration of ten (10) years from date
of grant. Except as provided in Sections 10 and 11 hereof, an
option may only be exercised if the holder is at the time of
exercise in the employ of the Corporation or a subsidiary of the
Corporation. Options shall be exercised only by the giving by the
holder thereof of written notice to the Corporation at its
principal office, or at such office as may be designated by the
Corporation, specifying the number of shares purchased and
accompanied in payment in full by cash or, at the election of the
holder of the option and subject to the approval of the Stock
Option Committee, by surrendering shares of Common Stock with an
aggregate value equal to the aggregate option price or by
delivering such combination of shares of Common Stock and cash as
the Stock Option Committee may in its discretion approve. The
determination of value of such shares of Common Stock surrendered
by the holder of the option shall be the mean between the bid and
asked prices of such shares at the close of trading on the last
business day prior to the date of exercise as quoted on NASDAQ.
Certificates representing the shares of stock purchased upon
exercise shall be issued as promptly as practicable thereafter.
The holder of an option shall not have any of the rights of a
stockholder of the Corporation with respect to the shares of Common
Stock issuable upon exercise of the option until one or more
certificates evidencing such shares of Common Stock shall have been
issued to the holder of the option. In no event may a fraction of
a share be purchased or issued under the Plan.

10. Termination of Employment.

Except as provided in Section 11, no option granted under the
Plan shall be exercisable by the holder thereof after a period of
three (3) months after the holder thereof shall have ceased to be
an employee of the Corporation or any of its subsidiaries and,
except as provided in Section 11, upon the expiration of such three
(3) month period after the termination of employment, any such
option and all rights thereunder, to the extent that such rights
shall not have been exercised, shall terminate immediately.
Options granted under the Plan shall not be affected by any change
of employment so long as the holder continues to be an employee of
the Corporation or of any subsidiary of the Corporation.

11. Exercise Upon Death, Disability
or Retirement of the Employee.

(a) If the holder of an option dies while employed by
the Corporation or any of its subsidiaries, the option may be
exercised as to all shares subject to the option by the executor or
administrator of such deceased employee or by such other person at
the time entitled by law to the rights of such deceased employee
under the option, at any time within three (3) months after death,
but in no event after the expiration of the term of the option.

(b) In the event that the employment of the holder of
any option by the Corporation or a subsidiary of the Corporation is
terminated by reason of the "disability" of the holder of the
option, the option may be exercised as to all shares subject to the
option by the holder thereof at any time within one (1) year after
the date of such termination of employment, but in no event after
the expiration of the term of the option. For purposes of the Plan
the term "disability" shall mean a physical or mental disability as
defined in Section 22(e)(3) of the Code.

(c) In the event that the employment of the holder of
any option by the Corporation or a subsidiary of the Corporation is
terminated by reason of the retirement of the holder of the option,
the option may be exercised (to the extent otherwise exercisable on
the date of the retirement of the holder of the option) by the
holder thereof at any time within three (3) months after the date
of such retirement, but in no event after the expiration of the
term of the option.

12. Non-Transferability of Options.

Options shall not be transferable otherwise than by the last
will and testament of the holder of the option or the applicable
laws of descent and distribution, and during the lifetime of the
holder options may be exercised only by the holder thereof.
Options may not be assigned, transferred, pledged, hypothecated or
disposed of in such a way (whether by operation of law or
otherwise) except to the extent expressly provided for in the Plan,
and shall not be subject to execution, attachment or similar
process.

Any assignment, transfer, pledge, hypothecation or other
disposition of any option attempted contrary to the provisions of
this Plan, or any levy of execution, attachment or other process
attempted upon an option, will be null and void and without effect.
Any attempt to make any such assignment, transfer, pledge,
hypothecation or other disposition of an option or any attempt to
make any such levy of execution, attachment or other process will
cause the option to be terminated immediately upon the happening of
any such event if the Corporation, at any time, should, in the sole
discretion of the Stock Option Committee so elect, by written

notice to the employee or to the person then entitled to exercise
the option under the provisions of Section 10 hereof; provided,
however, that any such termination of the option under the
foregoing provisions of this Section 12 will not prejudice any
rights or remedies which the Corporation or any subsidiary may have
under the Plan, any Certificate or otherwise.

13. Adjustments.

If (a) the Corporation shall at any time be involved in a
transaction to which subsection (a) of Section 424 of the Code is
applicable, (b) the Corporation shall declare a dividend payable
in, or shall subdivide or combine its Common Stock, or (c) any
other event shall occur which, in the judgment of the Stock Option
Committee, necessitates action by way of adjusting the terms of the
outstanding options, the Stock Option Committee shall take any such
action as in its judgment shall be necessary to preserve to the
holders of options rights substantially proportionate to the rights
existing prior to such event. To the extent that such action shall
include an increase or decrease in the number of shares of Common
Stock subject to options outstanding under the Plan, the aggregate
number of shares of Common Stock available under Section 3 of the
Plan for issuance upon exercise of such outstanding options and of
additional options which may be granted shall be increased or
decreased, as the case may be, proportionately. No action shall be
taken by the Stock Option Committee under the provisions of this
Section 13 which, in its judgment, would constitute a modification,
extension or renewal of the option (within the meaning of Section
424(h) of the Code), or would prevent the option from qualifying as
an "incentive stock option" (within the meaning of Section 422 of
the Code). The determination of the Stock Option Committee with
respect to any matter referred to in this Section 13 shall be
conclusive and binding upon each holder of an option under the
Plan.

14. Termination and Amendment of the Plan.

(a) Unless sooner terminated, as hereinafter provided, this
Plan shall terminate on March 31, 2002, and no options shall be
granted hereunder after that date. The Board of Directors may,
without further approval by the stockholders, at any time terminate
or amend this Plan without notice, or make such modifications of
this Plan as it shall deem advisable; provided, however, that the
Board of Directors may not, without prior approval by the holders
of a majority of the outstanding shares of Common Stock of the
Corporation, (i) increase the maximum number of shares of Common
Stock as to which options may be granted under the Plan (except as
contemplated by the provisions of Section 13 hereof), (ii) extend
the term during which options may be granted under the Plan, (iii)
permit the exercise of an option after the date on which such
option would otherwise terminate pursuant to the terms thereof; or

(iv) reduce the exercise price per share to less than the fair
market value of a share of Common Stock on the date the option is
granted, or, in the case of any option granted to an individual
who, on the date of the grant of the option, is the owner of more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation, 110% of the fair market value
of a share of Common Stock. No termination, amendment or
modification of the Plan may, without the consent of the person to
whom any option theretofore has been granted, adversely affect the
rights of such person under such option or any unexercised portion
thereof.

(b) Notwithstanding the limitation set forth in
Paragraph (a) of this Section 14, the Plan and any option and the
number of shares as to which any option under the Plan shall have
been granted may be reduced, retroactively at any time, to conform
to the provisions of the Code and the regulations promulgated
thereunder, in order that options under the Plan may qualify as
"incentive stock options" within the meaning of Section 422 of the
Code, and no such amendment shall be considered prejudicial to the
rights of any optionee.

(c) Notwithstanding anything to the contrary contained
in this Plan, the period during which options may be granted under
this Plan may be extended by the Board of Directors (without
stockholder approval) to such later date within which options
granted under the Plan may qualify as "incentive stock options"
under the Code.

15. Substitutions and Assumptions of Options
of Certain Constituent Corporations.

Notwithstanding anything to the contrary contained in
this Plan (and without regard to whether any new option or any
prior option referred to in this Section 15 shall be an "incentive
stock option"), the Board of Directors may, without further
approval by the stockholders, substitute new options for prior
options of a constituent corporation (as hereinafter defined) or
assume the prior options of such constituent corporation. The term
"constituent corporation" shall mean any corporation which has been
merged into or consolidated with the Corporation, or whose assets
or stock have been purchased or acquired by or liquidated into the
Corporation or by or into one or more subsidiaries of the
Corporation, or any parent or any subsidiary of any such
corporation.

16. Effectiveness of the Plan.

The Plan shall become effective on April 1, 1992 and shall
expire on April 1, 2002 unless sooner terminated by the Board of
Directors; provided, however, that the Plan shall be submitted for

approval by the stockholders of the Corporation no later than
twelve (12) months after the date of adoption of the Plan by the
Board of Directors. Should the stockholders of the Corporation
fail to approve the Plan within such twelve-month period, all
options granted thereunder shall be and become null and void.
17. Nonexclusivity of the Plan.
Adoption of the Plan shall not be construed as creating any
limitation on the power of the Corporation, or any subsidiary, to
adopt such other incentive arrangements as it may deem desirable,
including without limitation, the granting of stock options or
stock appreciation rights otherwise under the Plan.
18. Exclusion from Pension Computations.
Any income realized by an employee upon the receipt or
exercise of an option under the Plan or upon the disposition of the
shares received upon exercise of such option will not be taken into
account in determining the amount of any contribution or
paymentunder any pension, retirement, incentive, profit sharing or
deferred compensation plan of the Corporation or any subsidiary.

WHITMAN MEDICAL CORP.

1986 DIRECTORS AND CONSULTANTS STOCK OPTION PLAN

1. PURPOSE OF PLAN

The purpose of the Plan is to assist the Corporation in the continued
retention of valued directors and consultants by offering them a greater stake
in the Corporation's success and a closer identity with it, and to aid in
gaining the services of individuals whose service as directors or consultants
would be helpful to the Corporation and would contribute to its success.

2. DEFINITIONS

(a) "Code" means the Internal Revenue Code of 1986, as amended.

(b) "Corporation" means Whitman Medical Corp.

(c) "Committee" means a committee of the Board of Directors designated
pursuant to Paragraph 5 hereof to administer the Plan.
(d) "Date of Grant" means the date on which an Option is granted.

(e) "Option" means any stock option granted under the Plan.

(f) "Optionee" means a person to whom an Option has been granted under
the Plan, which Option has not been exercised and has not expired or
terminated.

(g) "Shares" means shares of common stock, no par value, of the
Corporation.

(h) "Subsidiaries" means all corporations that at the time in question,
are subsidiary corporations of the Corporation within the meaning of Section
424(f) of the Code.

(i) "Value" means on any given date, the mean between the closing bid
and asked prices of the Shares as reported by NASDAQ, or if listed on a
national exchange, the mean between the highest and lowest prices of actual
sales of Shares on the principal national securities exchange on which the
Shares are listed on such date or, if there are no such sales on such date, the
mean between the closing bid and asked prices of the Shares on such exchange on
such date.

3. RIGHTS TO BE GRANTED

Rights that may be granted under the Plan are Options that give the
Optionee the right for a specified time period to

purchase a specified number of Shares for a price not less than their Value on
the Date of Grant.

4. STOCK SUBJECT TO PLAN
Not more than 500,000 Shares in the aggregate may be issued pursuant to
the Plan upon exercise of Options. If an Option terminates or expires without
having been exercised in whole or in part, other Options may be granted
covering the Shares as to which the Option was not exercised.

5. ADMINISTRATION OF PLAN
The Plan shall be administered by, or under the direction of, a
committee of the Board of Directors. The Committee shall be constituted in
such a manner as to comply at all times with Rule 16b-3 (or any successor rule)
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), as
in effect from time to time. Such Committee shall be composed of at least two
directors, each of whom is not an employee of the Corporation or any subsidiary
as such items are defined under Section 2 hereof. All actions of the Committee
with respect to the Plan shall be taken so as to comply at all times with the
Exchange Act. The Committee shall otherwise have plenary authority to
interpret the Plan and to make all determinations specified in or permitted by
the Plan or deemed necessary or desirable for its administration or for the
conduct of the Committee's business. All determinations of the Committee may
be made on an individual or group basis and shall be final, conclusive and
binding on all interested parties. A majority of the Committee shall
constitute a quorum and the acts of a majority of the members of the Committee
present at any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee, shall be the acts of the Committee.

Subject to the express provisions of the Plan, the Committee shall have
the authority, in its discretion: (i) to determine the individuals to receive
Options, the times when they shall receive them, the number of Shares to be
subject to each option, the exercise price for the Shares subject to each
Option, the term of each Option, the date each Option shall become exercisable,
whether an Option granted hereunder shall be exercisable in whole, in part or
in installments, and, if in installments, the number of Shares to be subject to
each installment, the date each installment shall become exercisable and the
term of each installment; to accelerate the date of exercise of any
installment; to determine whether Shares may be issued upon exercise of an
Option as partly paid and, if so, the dates when future installments of the
exercise price shall become due and the amounts of such installments, and to
determine the other terms and provisions of each Option granted under the Plan;
(ii) to construe the respective Option certificates and the Plan; (iii) to the
extent permitted by law and consistent with the terms and conditions of the
Plan and the Option, the Committee or the Board

of Directors may make such modifications in the terms and conditions of any
Option as the Committee or the Board of Directors shall deem necessary or
advisable; and (iv) to interpret the Plan, to make and amend rules for putting
it into effect and administering it, and to make all other determinations
deemed by it necessary or advisable for administering the Plan. The
determinations of the Committee on the matters referred to in this Paragraph 5
shall be conclusive.

6. ELIGIBILITY

Options may be granted only to directors and consultants of the
Corporation or its Subsidiaries who are not eligible to participate under any
other discretionary plan of the Corporation or any of its affiliates entitling
them to acquire stock, stock options or stock appreciation rights of the
Corporation or any of its affiliates.

7. OPTION AGREEMENTS AND TERMS

All Options shall be granted within ten years of May 22, 1986 and be
evidenced by option agreements that shall be executed on behalf of the
Corporation and by the respective Optionees. The terms of each such agreement
shall be determined from time to time by the Committee, consistent, however
with the following:

(a) Option Price. The option price per Share shall not be less than 100
percent of the Value of the Shares on the Date of Grant.
(b) Restrictions on Transferability. An Option shall not be transferable
otherwise than by will or the laws of descent and distribution and, during the
lifetime of the Optionee, shall be exercisable only by him or her. Upon the
death of an Optionee, the person to whom the rights shall have passed by will
or by the laws of descent and distribution may exercise any Options only in
accordance with the provisions of Paragraph 7(e).

(c) Payment. Full payment for Shares purchased upon the exercise of an
Option shall be made in cash or, at the election of the Optionee and subject to
the approval of the Committee, by surrendering Shares with an aggregate Value
equal to the aggregate option price or by delivering such combination of Shares
and cash as the Committee may in its discretion approve.

(d) Issuance of Certificates; Payment of Cash. Only whole Shares shall be
issuable upon exercise of Options. Any right to a fractional Share shall be
satisfied in cash. Upon payment of the option price, a certificate for the
number of whole Shares and a check for the Value on the date of exercise of the
fractional Share to which the Optionee is entitled shall be delivered to such
Optionee by the Corporation. If listed on a national exchange, the Corporation
shall not be obligated to deliver any certificates for Shares until such Shares
have been listed (or authorized for

listing upon official notice of issuance) upon each stock exchange upon which
outstanding Shares of such class at the time are listed nor until there has
been compliance with such laws or regulations as the Corporation may deem
applicable. The Corporation shall use its best efforts to effect such listing
and compliance.

(e) Periods of Exercise of Options. An Option shall be exercisable in
whole or in part at such time as may be determined by the Committee and stated
in the option agreement, provided that no Option shall be exercisable after ten
years from the Date of Grant except as provided below:

(i) In the event that an Optionee ceases to be a director of or a
consultant to the Corporation for any reason other than death, an Option shall
not be exercisable after three months from the date the Optionee ceases to be a
director or a consultant to the Corporation; provided that if such cessation is
due to the disability of the Optionee he or she shall have the right to
exercise his or her Options to the extent determined by the Committee in its
discretion and set forth in the option agreement, even if the date of exercise
is within any time period prescribed by the Plan prior to which such Option
shall not be exercisable, and provided that an Option shall not be exercisable
after ten years from the Date of Grant;

(ii) In the event that an Optionee ceases to be a director of or
consultant to the Corporation by reason of his or her death, an Option shall
not be exercisable after one year from the date of death; provided that in such
event, the person to whom the rights of the Optionee shall have passed by will
or by the laws of descent and distribution may exercise any of the decedent's
Options to the extent determined by the Committee in its discretion and set
forth in the option agreement, even if the date of exercise is within any time
period prescribed by the Plan prior to which such Option shall not be
exercisable, and provided that such Option shall not be exercisable after ten
years from the Date of Grant.

(iii) Notwithstanding anything set forth in subparagraphs (e)(i) and
(e)(ii) above to the contrary, the Committee shall have the power to grant an
Option, under circumstances that it deems appropriate, which is not limited in
the period of time in which it is exercisable by reason of the Optionee ceasing
to be a director of or a consultant to the Corporation, provided that an Option
shall not be exercisable after ten years from the Date of Grant.

(f) Date of Exercise. The date of exercise of an Option shall be the date
on which written notice of exercise, addressed to the Corporation at its main
office to the attention of its Secretary is hand delivered, telecopied or
mailed, first class postage prepaid; provided that the Corporation shall not be
obliged to deliver any certificates for Shares pursuant to the exercise of an

Option until the Optionee shall have made payment in full of the option price
for such Shares. Each such exercise shall be irrevocable when given. Each
notice of exercise must state that the Optionee is exercising an Option and
must include a statement of preference as to the manner in which payment to the
Corporation shall be made (Shares or cash or a combination of Shares and cash).

(g) Termination of Status. For the purposes of the Plan a transfer of a
director or consultant between the Corporation and a Subsidiary, or between
Subsidiaries, shall not be deemed a termination of status as a director or
consultant.

8. RIGHTS AS SHAREHOLDERS

An Optionee shall have no right as a shareholder with respect to any
Shares covered by his or her Options until the date of the issuance of a stock
certificate to him or her for such Shares.

9. FORMULA AWARDS

(a) Subject to the terms and conditions of this Paragraph 9,
commencing on the day following the Annual Meeting of shareholders of the
Corporation to be held on November 19, 1992, and on the day following each
Annual Meeting of shareholders, thereafter each person who is serving as a
director of the Company on such day following the Annual Meeting and who is not
a common law employee of the Corporation or of any Subsidiary shall
automatically be granted Options to purchase five thousand (5,000) Shares,
subject to availability under the Plan, and the person who is serving as
Chairman of the Board of Directors on such day following the Annual Meeting and
who is not a common law employee of the Corporation or of any Subsidiary shall
automatically be granted Options to purchase twenty five (25,000) Shares,
subject to availability under the Plan. The Date of Grant shall be the day
following the Annual Meeting. The option price per Share shall be the Value of
the Shares on the Date of Grant. Each option granted under this Paragraph 9
shall be exercisable for ten years from the Date of Grant; and Paragraph 7(e)
hereof shall not apply to such option.

(b) If the Corporation shall declare a dividend payable in, or
subdivide or divide, its Shares, in accordance with Paragraph 10 of the Plan,
the number of Shares subject to the Options to be granted under this Paragraph
9 shall automatically be increased as if such Options were outstanding on the
record date with respect to such events.

(c) The provisions of this Paragraph 9 shall be administered by the
Committee solely in accordance with the terms hereof; provided, however, that
the Committee shall maintain the authority to interpret this Paragraph and to
make all determinations

permitted by this Paragraph 9 or deemed necessary for its administration.

(d) The provisions of this Paragraph 9 shall not be amended more
than one time in any six month period, other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, as amended, the
Exchange Act, as amended, or any rules or regulations promulgated thereunder.

10. ADJUSTMENTS

If the Corporation shall at any time be involved in a merger,
consolidation, or a combination or acquisition, or a divisive liquidation, or
partial liquidation, or if the Corporation shall declare a dividend payable in,
or subdivide or divide its Shares, or if any other event, which, in the
judgment of the Committee necessitates action by way of adjusting the terms of
the outstanding Options, the Committee shall take any such action as in its
judgment shall be necessary to preserve to the holders of Options rights
substantially proportionate to the rights existing prior to such event. To the
extent that such action shall include an increase or decrease in the number of
Shares subject to Options outstanding under the Plan, the aggregate number of
Shares available under the Plan for issuance upon exercise of such outstanding
Options and of additional Options which may be granted shall be increased or
decreased, as the case may be, proportionately. The determination of the
Committee with respect to any matter referred to in this paragraph shall be
conclusive and binding upon each Optionee under the Plan.

11. PLAN NOT TO AFFECT STATUS

Neither the Plan nor any Option shall confer upon any director of or
consultant any right to continue in such position with the Corporation.

12. AMENDMENTS

The Plan may be amended, modified or terminated by the Board of Directors
of the Corporation, but any amendment that increases the aggregate number of
Shares that may be issued pursuant to the Plan upon exercise of Options
(otherwise than pursuant to Paragraph 9), that changes the class of eligible
directors or consultants, that extends the term during which Options may be
granted under the Plan, or that reduces the exercise price per share to less
than the Value on the Date of Grant shall require the approval of the holders
of such portion of the shares of the capital stock of the Corporation present
and entitled to vote on such amendment as is required by applicable state law
and the terms of the Corporation's capital stock to make the amendment
effective. No outstanding Option shall be affected by any such

amendment without the written consent of the Optionee or other person then
entitled to exercise such Option.

13. EFFECTIVE DATE AND TERM OF PLAN

The Plan shall become effective on May 22, 1986 the date on which the Plan
was adopted by the Board of Directors of the Corporation and shall expire on
May 22, 1996 unless sooner terminated by the Board of Directors. The Board of
Directors shall submit the Plan to the shareholders of the Corporation for
their approval at the first annual meeting of shareholders held after May 22,
1986. Any Option granted before the approval of the Plan by the Corporation's
shareholders shall be expressly conditioned upon, and shall not be exercisable
until, such approval.

WHITMAN MEDICAL CORP.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS

November 8, 1995

The undersigned hereby appoints Randy S.Proto and Joseph Lichtenstein, or
any one or more of them, each with full power of substitution, proxies of
the undersigned to vote all shares of the Common Stock of WHITMAN MEDICAL
CORP. which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of such Company to be held on November 8, 1995 at 10:00 A.M.
at the Miami Airport Hilton, 5101 Blue Lagoon Drive, Miami, Florida, and
at any adjournment or adjournments thereof, as fully and with the same
force and effect as the undersigned, might or could if personally be
present thereat.

1. NOMINEES:

Joseph Lichtenstein,Phillip Frost, M.D., Isaac Kaye,
Peter S. Knight, Richard C. Pfenniger, Jr. and Jack
Borsting

(Mark Only One)

____ VOTE FOR all nominees listed above; except vote withheld from
following nominees (if any):

____ VOTE WITHHELD FROM all nominees.

2. AMENDMENT of Director's and ConsultantsStock Option Planto
increase the number of shares which may be issuedunder the plan to
five hundred thousand (500,000) sharesof Common Stock;

(Mark Only One)

____ VOTE FOR amendment.

____ VOTE AGAINST amendment.

____ ABSTAIN

3. AMENDMENT of 1992 Incentive Stock Option Plan to increasethe
number of shares which may be issued under the planto nine hundred and
fifty thousand (950,000) shares ofCommon Stock;

(Mark Only One)

____ VOTE FOR amendment.

____ VOTE AGAINST amendment.

____ ABSTAIN

4. In accordance with their best judgment with respect toany
other business that properly comes before themeeting.

This Proxy is solicited on behalf of the Board of Directors of the
Company. The Proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder. If no
directions are indicated, the Proxy will be voted for the foregoing
proposals.

Dated _______________________, 1995

Please sign as name appears hereon.
Proxies should be dated when signed.
When signing as attorney, executor,
administrator, trustee or guardian,
the full title of such should be
given.