IDEON GROUP INC, S-4, 1995-03-28

IDEON GROUP INC
S-4, 1995-03-28

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<PAGE> 1

As filed with the United States Securities and Exchange Commission
on March 28, 1995.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IDEON GROUP, INC.
-----------------
(Exact name of Registrant as specified in its Charter)

Delaware 7389 59 3293212
- -------- ---- ----------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code)

7596 Centurion Parkway
Jacksonville, Florida 32256
(904) 928-1800
------------------------
(Address of Principal Executive Offices)

Lisa Ormand
Vice President & Corporate Secretary
7596 Centurion Parkway
Jacksonville, Florida 32256
(904) 928-1800
--------------
(Name, address, telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: as
soon as practicable after the merger of SafeCard Services, Incorporated and
Ideon Merger Company as described in the Proxy Statement/Prospectus included as
part of this Registration Statement.

If any of the securities being registered on this form are to be
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, please check the following box. [ ]

Total number of pages: 124

1
<PAGE> 2
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Proposed Amount
Amount Maximum Maximum of
Title of Shares to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Unit(2) Price Fee(3)
---------------- ------------- --------------- --------------- ------------
<S> <C> <C> <C> <C>
Common Stock 28,960,000 $ 18.9375 $548,430,000 $189,114
</TABLE>

(1) This number of shares being registered represents the maximum number
of shares issuable in the Reorganization (as described herein).

(2) Estimated solely for the purpose of determining the registration fee.
The common stock of SafeCard Services, Incorporated ("SafeCard" or the
"Company"), par value $.01 per share, is listed on the New York Stock
Exchange ("NYSE"). $18.9375 represents the average of high and low
prices of the Company's common stock as quoted on NYSE on March 21,
1995.

(3) The amount paid by wire transfer to the Securities and Exchange
Commission on March 24, 1995 has been offset by the filing fee paid in
conjunction with the filing fee of preliminary proxy materials on
January 31, 1995 and calculated in accordance with Rule 0-11 and
14a-6(i) under the Securities Exchange Act of 1934.

The registrant hereby amends this Registration Statement on such date or dates
as may be neccessary to delay its effectiveness until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

<PAGE> 3

IDEON GROUP, INC.
CROSS REFERENCE SHEET
PURSUANT TO REGULATION S-K, ITEM 501(B)

<TABLE>
<CAPTION>
Form S-4 Item Location or Caption in Proxy Statement-Prospectus
- ------------- -------------------------------------------------
<S> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus . . . . . . . . . . . Facing Page of Registration Statement; Outside Front Cover
Page of Proxy Statement-Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . . AVAILABLE INFORMATION; INCORPORATION OF DOCUMENTS BY
REFERENCE; TABLE OF CONTENTS

3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information . . . . . . . . . . . PROPOSALS IA, IB and IC: REORGANIZATION OF THE COMPANY;
SUMMARY; Selected Financial Information
4. Terms of the Transaction . . . . . . . . . . . . . . SUMMARY; THE REORGANIZATION; Federal Income Tax
Consequences of the Reorganization; Certain Differences in
the Rights of Stockholders; Description of Capital Stock

5. Pro Forma Financial Information . . . . . . . . . . *
6. Material Contacts with the Company Being
Acquired . . . . . . . . . . . . . . . . . . . . . . *
7. Additional Information Required for Reoffering
by Persons and Parties Deemed to be
Underwriters . . . . . . . . . . . . . . . . . . . . *
8. Interest of Named Experts and Counsel . . . . . . . LEGAL MATTERS
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities . . *

B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3 Registrants . . . . *

11. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . . . . INCORPORATION OF DOCUMENTS BY REFERENCE
12. Information with Respect to S-2 or S-3
Registrants . . . . . . . . . . . . . . . . . . . . *
13. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . . . . *
14. Information with Respect to Registrants Other
Than S-2 or S-3 Registrants . . . . . . . . . . . . AVAILABLE INFORMATION; INCORPORATION OF DOCUMENTS BY
REFERENCE; SUMMARY; SELECTED FINANCIAL INFORMATION; THE
REORGANIZATION; FINANCIAL STATEMENTS OF IDEON GROUP, INC.

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to S-3 Companies . . . . . INCORPORATION OF DOCUMENTS BY REFERENCE; PROPOSALS IA, IB AND
IC: REGORGANIZATION OF THE COMPANY; SUMMARY
16. Information with Respect to S-2 or S-3
Companies . . . . . . . . . . . . . . . . . . . . . *
17. Information with Respect to Companies Other
Than S-2 or S-3 Companies . . . . . . . . . . . . . *

D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or
Authorizations Are to be Solicited . . . . . . . . . AVAILABLE INFORMATION; INCORPORATION OF DOCUMENTS BY
REFERENCE; THE ANNUAL MEETING; PROPOSALS IA, IB and IC:
REORGANIZATION OF THE COMPANY; BENEFICIAL SECURITY OWNERSHIP;
PROPOSAL II: ELECTION OF DIRECTORS; EXECUTIVE COMPENSATION;
CERTAIN TRANSACTIONS AND OTHER MATTERS
19. Information if Proxies, Consents or
Authorizations Are Not to be Solicited or
in an Exchange Offer . . . . . . . . . . . . . . . . *
</TABLE>
- -----------------------------
*Item is omitted because answer is negative or item is inapplicable.

<PAGE> 4

<TABLE>
<S> <C>
[SAFECARD LOGO] SafeCard Services, Inc.
7596 Centurion Parkway
Jacksonville, Florida 32256
</TABLE>

March 30, 1995

DEAR FELLOW STOCKHOLDER:

You are cordially invited to attend the Annual Meeting of Stockholders of
SafeCard Services, Incorporated scheduled to be held on Thursday, April 27, 1995
at 10:00 a.m., at the St. Regis Hotel, 2 East 55th Street at Fifth Avenue, New
York, New York. Your Board of Directors and management look forward to
personally greeting those stockholders able to attend.

At the meeting, stockholders will be asked to consider important proposals
to reorganize SafeCard into a holding company structure pursuant to which
SafeCard would become a wholly-owned subsidiary of Ideon Group, Inc., a newly
formed Delaware corporation. Following approval of the reorganization, each
issued and outstanding share of SafeCard common stock will be converted into one
share of common stock of Ideon Group, Inc., the new holding company. In
addition, the stockholders will be asked to approve the proposed capital
structure of Ideon Group, Inc. consisting of 90 million shares of common stock
and 10 million shares of preferred stock. The reorganization will not result in
any change in the Company's business, management, operations or financial
statements or any change in the percentage ownership of each present stockholder
of the Company in the consolidated assets and liabilities of the Company.

In 1994, SafeCard began a transformation from a single product line company
to a multiple business unit enterprise with the intent to achieve higher revenue
and earnings growth thereby enhancing stockholder value. Among other things, the
holding company structure will enable your company to segregate and manage new
corporate opportunities apart from existing operations, thus reflecting its
corporate strategy of diversifying into numerous high-growth business units and
enhancing the Company's flexibility in pursuing new opportunities. Accordingly,
the Board of Directors believes that the reorganization is in the best interests
of the Company and its stockholders and recommends unanimously the
reorganization for the reasons more fully described in the accompanying Proxy
Statement/Prospectus to which you are urged to give your prompt attention.

At the meeting, the stockholders will also be asked to consider and elect
two directors, approve an amendment to the Company's 1994 Long Term Stock-Based
Incentive Plan, approve the Company's Directors Stock Plan and ratify the
appointment of Price Waterhouse LLP as the Company's independent accountants for
the current fiscal year. Information regarding these matters is set forth in the
accompanying Proxy Statement/Prospectus. Please also give these matters your
prompt attention.

It is important that your shares be represented and voted at the meeting.
Whether or not you plan to attend, please take a moment to sign, date and
promptly mail your proxy in the enclosed prepaid envelope. This will not limit
your right to vote in person should you attend the meeting.

On behalf of your Board of Directors, thank you for your continued support.

Sincerely,

PAUL G. KAHN
------------
PAUL G. KAHN
Chairman and
Chief Executive Officer
<PAGE> 5

SAFECARD SERVICES, INCORPORATED
---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------

To be held on April 27, 1995

To the Stockholders:

The Annual Meeting of Stockholders of SafeCard Services, Incorporated (the
"Company") will be held at the St. Regis Hotel, 2 East 55th Street at Fifth
Avenue, New York, New York 10022, on Thursday, April 27, 1995 at 10:00 a.m., for
the following purposes:

- to consider and act upon related proposals to (A) reorganize the
corporate structure of the Company pursuant to which the shares of common
stock of the Company, a Delaware corporation, will be automatically
converted into an equal number of shares of common stock of Ideon Group,
Inc., a holding company organized under Delaware law, (B) authorize the
capital structure of Ideon Group, Inc. to include 90 million shares of
common stock, and (C) authorize the capital structure of Ideon Group, Inc.
to include 10 million shares of preferred stock;

- to elect two directors;

- to approve an amendment to the Company's 1994 Long Term Stock-Based
Incentive Plan to increase the number of shares issuable thereunder by
1,340,000 shares;

- to approve the Company's Directors Stock Plan;

- to ratify the appointment of Price Waterhouse LLP as the Company's
independent accountants for the current fiscal year; and

- to transact such other business as may properly be brought before the
meeting or any adjournment thereof.

Only holders of common stock of the Company, par value $.01 per share, as
of the close of business on February 28, 1995 are entitled to notice of and to
vote at the meeting or any adjournment thereof.

It is important that your shares be represented and voted at the meeting.
Whether or not you plan to attend, please sign, date and promptly mail your
proxy. Your cooperation is appreciated.

By Order of the Board of Directors

LISA ORMAND
-----------
LISA ORMAND
Vice President and Corporate Secretary

March 30, 1995

YOUR VOTE IS IMPORTANT.

PLEASE SIGN, DATE AND PROMPTLY MAIL YOUR PROXY CARD.
<PAGE> 6

SAFECARD SERVICES, INCORPORATED
3001 EAST PERSHING BOULEVARD
CHEYENNE, WYOMING 82001
307-771-2700

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

PROXY STATEMENT AND PROSPECTUS
---------------------

March 30, 1995

This Proxy Statement and Prospectus (this "Proxy Statement") is furnished
in connection with the solicitation of proxies by the Board of Directors of
SafeCard Services, Incorporated (the "Company") for the Annual Meeting of
Stockholders to be held on Thursday, April 27, 1995, and any adjournment thereof
(the "Annual Meeting"). A copy of the notice of the meeting is attached. This
Proxy Statement and the accompanying form of proxy are first being mailed to
stockholders on or about March 30, 1995.

At the Annual Meeting, the stockholders of the Company will consider and
vote upon a proposal to reorganize the corporate structure of the Company (the
"Reorganization") pursuant to which (i) the Company would become a wholly-owned
subsidiary of Ideon Group, Inc., a newly-incorporated Delaware corporation
("Ideon"); and (ii) the shares of common stock, $.01 par value, of the Company
("Company Common Stock") would automatically be converted into an equal number
of shares of common stock, $.01 par value, of Ideon ("Ideon Common Stock"). In
addition, the stockholders will be asked to approve the proposed capital
structure of Ideon consisting of 90 million shares of Ideon Common Stock and 10
million shares of preferred stock. The Reorganization will not result in any
change in the Company's business, management, operations or financial statements
or any change in the percentage ownership of each present stockholder of the
Company in the consolidated assets and liabilities of the Company. For a more
complete description of the Reorganization and related proposals (collectively,
the "Reorganization Proposals"), see "Proposals IA, IB and IC: Reorganization of
the Company".

The stockholders of the Company will also consider and vote on (i) the
election of two directors; (ii) a proposal to amend the Company's 1994 Long Term
Stock-Based Incentive Plan (as presently amended, the "1994 Plan") to increase
the number of shares of common stock available for issuance under such plan by
1,340,000 shares; (iii) a proposal to approve the Company's Directors Stock
Plan; and (iv) the ratification of the appointment of Price Waterhouse LLP as
the Company's independent accountants for fiscal year 1995.

This Proxy Statement also serves as a prospectus for the 28,960,000 shares
of Ideon Common Stock issuable in the Reorganization pursuant to the Plan of
Reorganization and Agreement of Merger dated January 23, 1995 (the
"Reorganization Agreement") among the Company, Ideon and a wholly-owned
subsidiary of Ideon, Ideon Merger Company. The Reorganization Agreement is
attached as Appendix A to this Proxy Statement.

THE SECURITIES TO WHICH THIS PROXY STATEMENT/PROSPECTUS RELATES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE> 7

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY
STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROXY STATEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF
THE SECURITIES OFFERED BY THIS PROXY STATEMENT, OR THE SOLICITATION OF A PROXY,
IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER, SOLICITATION OR PROXY SOLICITATION. NEITHER THE DELIVERY OF
THIS PROXY STATEMENT NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT INFORMATION IN THIS
PROXY STATEMENT OR IN THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THE DATES THEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................................................................. 3
Incorporation of Documents by Reference............................................... 3
The Annual Meeting.................................................................... 4
Proposals IA, IB and IC: Reorganization of the Company................................ 6
Summary............................................................................. 6
The Reorganization.................................................................. 10
Beneficial Security Ownership......................................................... 17
Governance of the Company............................................................. 18
Directors' Fees and Other Compensation................................................ 19
Proposal II: Election of Directors.................................................... 20
Compensation Committee Report on Executive Compensation............................... 23
Executive Compensation................................................................ 26
Performance Graph..................................................................... 28
Employment Contracts and Termination of Employment Arrangements....................... 30
Certain Transactions and Other Matters................................................ 31
Proposal III: Amendment of the 1994 Long Term Stock-Based Incentive Plan.............. 32
Proposal IV: Directors Stock Plan..................................................... 36
Proposal V: Ratification of Independent Accountants................................... 38
Other Matters......................................................................... 38
Compliance with Section 16(a)......................................................... 38
Cost of Proxy Solicitation............................................................ 39
1996 Stockholder Proposals............................................................ 39
Appendix A -- Plan of Reorganization and Agreement of Merger........................ A-1
Appendix B -- Amended and Restated Certificate of Incorporation of Ideon Group,
Inc.............................................................................. B-1
Appendix C -- Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Ideon Group, Inc................................. C-1
Appendix D -- Directors Stock Plan ................................................. D-1
</TABLE>

2
<PAGE> 8

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). These reports, proxy statements and other information can be
inspected and copied at the Commission's public reference room located at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the public
reference facilities in the Commission's regional offices located at:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and 75 Park Place, 14th Floor, New York, New York 10007. Copies
of such materials can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on Form
S-4 (together with any amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Ideon Common Stock to be issued pursuant to the
Reorganization. This Proxy Statement does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Such additional
information may be obtained from the public reference room of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. Statements contained in this
Proxy Statement or in any document incorporated by reference in this Proxy
Statement as to the contents of any contract or other document referred to
herein or therein are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement or such other document, each such statement being
qualified in all respects by such reference.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference into this Proxy Statement the
following documents filed with the Commission: (i) the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1994, (ii) the Company's
Transition Report on Form 10-Q for the two months ended December 31, 1994, (iii)
the Company's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal
year ended October 31, 1994, (iv) the Company's Amendment No. 2 to its Annual
Report on Form 10-K for the fiscal year ended October 31, 1994, (v) the
Company's Amendment No. 3 to its Annual Report on Form 10-K for the fiscal year
ended October 31, 1994, (vi) the Company's Amendment No. 1 to its Transition
Report on Form 10-Q for the two months ended December 31, 1994, and (vii) the
Company's Current Report on Form 8-K dated December 8, 1994. The Company's
Exchange Act File No. is 1-10411.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THE FOREGOING DOCUMENTS, EXCLUDING EXHIBITS UNLESS
SPECIFICALLY INCORPORATED HEREIN, ARE AVAILABLE WITHOUT CHARGE UPON REQUEST TO
THE VICE PRESIDENT OF INVESTOR RELATIONS, SAFECARD SERVICES, INC., 7596
CENTURION PARKWAY, JACKSONVILLE, FLORIDA 32256, (904) 928-1800. IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY APRIL 20,
1995.

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the date the Reorganization becomes effective shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective dates of the
filing of such documents. All information appearing in this Proxy Statement or
in any document incorporated by reference herein is not necessarily complete and
is qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated by reference
herein and should be read together with such information and documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Proxy Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so

3
<PAGE> 9

modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Proxy Statement.

THE ANNUAL MEETING

ATTENDANCE AND VOTING

You are cordially invited to attend the Annual Meeting to be held on
Thursday, April 27, 1995, but whether or not you expect to attend in person, you
are urged to sign, date and promptly mail the enclosed proxy in the prepaid
envelope provided for your convenience. Stockholders have the right to revoke
their proxies at any time prior to the time their shares are actually voted. If
a stockholder attends the meeting and desires to vote in person, his or her
proxy will not be used.

Please note that attendance at the Annual Meeting will be limited to
stockholders as of the record date (or their authorized representatives) and to
guests of the Company. If your shares are registered in your name and you plan
to attend the Annual Meeting, please mark the appropriate box on the enclosed
proxy card.

VOTE BY PROXY

Unless contrary instructions are indicated on the proxy, all shares
represented by valid proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted as follows:

FOR the proposals to (A) reorganize the Company's corporate structure
pursuant to the Reorganization Agreement ("Proposal IA"), (B) approve the
capital structure of Ideon to include 90 million shares of Ideon Common
Stock ("Proposal IB") and (C) approve the capital structure of Ideon to
include 10 million shares of preferred stock with such designations,
rights, preferences and limitations as determined by the Board of Directors
at the time of issuance ("Proposal IC") (as more fully described under the
caption "Proposals IA, IB and IC: Reorganization of the Company");

FOR the election of all nominees for director named herein under the
caption "Proposal II: Election of Directors";

FOR the approval of the amendment to the 1994 Long Term Stock-Based
Incentive Plan (as more fully described under the caption "Proposal III:
Amendment of the 1994 Long Term Stock-Based Incentive Plan");

FOR the approval of the Company's Directors Stock Plan (as more fully
described under the caption "Proposal IV: Directors Stock Plan"); and

FOR ratification of the appointment of Price Waterhouse LLP as the
Company's independent accountants for the current year (see "Proposal V:
Ratification of Independent Accountants").

In the event a stockholder specifies a different choice on the proxy, his
or her shares will be voted in accordance with the specification so made.
Signed, unmarked proxy cards are voted in accordance with the Board of
Directors' recommendations. Your executed proxy will be voted at the meeting,
unless you revoke it at any time before the vote by filing with the Corporate
Secretary of the Company an instrument revoking it, duly executing a proxy card
bearing a later date, or appearing at the meeting and voting in person.

The Company's Annual Report to Stockholders, which contains financial
statements for the fiscal year ended October 31, 1994, was previously mailed to
stockholders. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
COMMISSION, EXCLUSIVE OF CERTAIN EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY
WRITING TO THE VICE PRESIDENT OF INVESTOR RELATIONS, SAFECARD SERVICES, INC.,
7596 CENTURION PARKWAY, JACKSONVILLE, FLORIDA 32256.

Unless otherwise indicated, all references to years herein shall be deemed
to refer to the Company's fiscal years, and all references to the Company herein
shall be deemed to include its subsidiaries.

4
<PAGE> 10

SHARES ENTITLED TO VOTE

Only stockholders of record at the close of business on February 28, 1995,
the record date, will be entitled to notice of and to vote at the Annual Meeting
of Stockholders. As of February 28, 1995, there were 28,937,599 shares of
Company Common Stock outstanding. Each share is entitled to one vote.

VOTING PROCEDURES

Directors must be elected by a plurality of the shares present in person or
represented by proxy and entitled to vote. With regard to the election of
directors, votes may be cast in favor of or withheld from each nominee; votes
that are withheld will be excluded entirely from the vote and will have no
effect. Abstentions may be specified on all proposals (except the election of
directors) and will be counted as shares present for purposes of determining the
existence of a quorum (constituting, under the Company's By-laws, fifty-one
percent or more of the Company Common Stock entitled to vote) regarding the item
on which the abstention is noted. Since the approval of each of the
Reorganization Proposals requires the affirmative vote of a majority of the
outstanding shares entitled to vote on the subject matter and since the approval
of the amendment to the 1994 Plan, approval of the Directors Stock Plan and
ratification of the Company's independent accountants require the affirmative
vote of a majority of the shares present in person or by proxy and entitled to
vote on the subject matter, abstentions will have the effect of a negative vote
on those matters.

Under the rules of the New York Stock Exchange (the "NYSE"), brokers that
hold shares in street name have the authority to vote on certain items when they
have not received instructions from beneficial owners. With respect to the
approval of Proposal IC, brokers may not vote shares held for customers without
specific instructions from such customers. Under applicable Delaware law, a
broker non-vote will have the same effect as a vote against Proposal IA,
Proposal IB, the amendment of the 1994 Plan, the Directors Stock Plan and the
ratification of the Company's independent accountants and will have no effect on
the outcome of the election of directors.

5
<PAGE> 11

PROPOSALS IA, IB AND IC:

REORGANIZATION OF THE COMPANY

SUMMARY

The following summary is not intended to be complete and is qualified in
all respects by the more detailed information included in this Proxy Statement,
the Appendices hereto and the documents incorporated herein by reference.
Stockholders are urged to review carefully this Proxy Statement and the
Appendices to it.

THE COMPANIES

SafeCard Services, Incorporated is an information-based services
enterprise. The Company historically has been in the business of selling
subscriptions by mail and telephone for continuity services provided pursuant to
subscriptions which typically continue annually or periodically unless cancelled
by the subscriber. The Company has embarked on a diversification program
designed to transform itself from a single-unit credit card enhancement provider
into a marketing and services organization operating through multiple strategic
business units. In September 1994, the Company acquired the Wright Express
Corporation, a provider of information processing, management and financial
services to petroleum companies and transportation fleets in the United States.
The Company is also developing a credit card marketing and services business
commencing with a co-branded credit card to be funded by SunTrust BankCard, N.A.
that will be marketed as part of the PGA TOUR Partners program under the
Company's Marketing and Services Agreement with the PGA TOUR. The Company
expects to launch certain additional businesses in 1995.

The Company is a Delaware corporation organized in 1969. The Company's
executive offices are located at 3001 East Pershing Boulevard, Cheyenne, Wyoming
82001, and its telephone number is (307) 771-2700.

Ideon Group, Inc. is a non-operating, wholly-owned subsidiary of the
Company which has recently been incorporated in Delaware solely for the purpose
of completing the Reorganization described in this Proxy Statement. Ideon
currently has no business or assets. Ideon's mailing address is 7596 Centurion
Parkway, Jacksonville, Florida 32256 and its telephone number is (904) 928-1800.

Ideon Merger Company is a non-operating, wholly-owned subsidiary of Ideon
which has recently been incorporated in Delaware solely for the purpose of
completing the Reorganization described in this Proxy Statement. Ideon Merger
Company currently has no business or assets. Ideon Merger Company's mailing
address is 7596 Centurion Parkway, Jacksonville, Florida 32256 and its telephone
number is (904) 928-1800.

THE REORGANIZATION

At the Annual Meeting, the Company will ask its stockholders to consider
and approve Proposal IA, the proposal to reorganize the Company's corporate
structure pursuant to the Reorganization Agreement (see Appendix A). Pursuant to
the Reorganization Agreement, the Company will become a wholly-owned subsidiary
of Ideon, and each issued and outstanding share of Company Common Stock will be
converted into one share of Ideon Common Stock. In addition, the stockholders
will be asked to consider and approve two proposals to authorize the capital
structure of Ideon to consist of 90 million shares of Ideon Common Stock and 10
million shares of preferred stock with such designations, rights, preferences
and limitations as determined by the Board of Directors at the time of issuance.
The Reorganization Proposals will not result in any change to the Company's
business, management, operations or financial statements; however, the
stockholders of the Company will own all of the stock of the parent holding
company, Ideon, rather than the operating subsidiary corporation, SafeCard. See
"The Reorganization - General".

If the stockholders approve Proposal IA but not the two proposals related
to the capital structure of Ideon, the authorized capital structure of Ideon
after the Reorganization will consist of 35 million shares of common stock. If
the stockholders approve Proposals IA and IC but not Proposal IB, the authorized
capital structure of Ideon after the Reorganization will consist of 35 million
shares of common stock and 10 million shares of preferred stock. If the
stockholders approve Proposal IB but not Proposal IC, the authorized capital

6
<PAGE> 12

structure of Ideon after the Reorganization will consist of 90 million shares of
common stock. If Proposal IA is not approved, Proposals IB and IC shall be null
and void and of no effect.

The Board of Directors believes that the rights of stockholders of Ideon
will be substantially similar to the present rights of stockholders of the
Company. See "The Reorganization - Description of Capital Stock; Certain
Differences in the Rights of Stockholders".

The shares of Ideon issued in the Reorganization will be quoted on the NYSE
under the symbol "IQ". Other than the issuance of a Certificate of Merger by the
Secretary of State of Delaware, no approval from any federal or state regulatory
authority is required in connection with the Reorganization.

REASONS FOR THE REORGANIZATION

The Board of Directors believes that the Reorganization Proposals are in
the best interests of the Company and its stockholders because, among other
matters, the new corporate structure will enable the Company to segregate and
manage new corporate opportunities apart from existing operations, thus
reflecting the Company's strategy of diversifying into multiple lines of
high-growth business units and enhancing the Company's flexibility in pursuing
new opportunities.

Proposed in conjunction with the Reorganization is Proposal IB which will
have the effect of increasing the number of authorized shares of common stock
from 35 million shares to 90 million shares, thus providing the Company with
sufficient authorized stock to meet future business needs, including stock
dividends or splits, acquisitions using equity-based consideration, the issuance
of stock options and other stock-based incentives under the Company's employee
benefit plans, and other corporate purposes. In addition, approval of Proposal
IC will authorize the Company to issue up to 10 million shares of preferred
stock with such designations, rights, preferences and limitations as determined
by the Board of Directors at the time of such issuance. The Board of Directors
believes that it is highly desirable for the Company to have the flexibility to
issue preferred stock in acquisitions of new enterprises, in creating equity
alliances and as a means of providing financing for the Company. The Board of
Directors represents that, without stockholder approval, it will not issue any
preferred stock for a defensive or antitakeover purpose.

In addition, the Reorganization will change the name of the Company to
Ideon Group, Inc. The Board of Directors believes the new name more accurately
reflects the broader creative scope and direction of the Company's current
business activities. See "The Reorganization - Reasons for the Reorganization".

FEDERAL INCOME TAX CONSEQUENCES

As a condition to the consummation of the Reorganization, Mahoney Adams &
Criser, P. A., counsel to the Company, has delivered an opinion to the effect
that the Reorganization may be treated for federal income tax purposes as tax
free and neither the Company nor its stockholders will recognize taxable income
or loss as a result of the Reorganization. See "The Reorganization - Federal
Income Tax Consequences of the Reorganization".

VOTE REQUIRED FOR APPROVAL

Approval of each of the Reorganization Proposals requires the affirmative
vote of a majority of the outstanding shares of the Company Common Stock
entitled to vote thereon.

As of the record date, the Company's nominees for director, directors,
executive officers and their affiliates held less than one percent of the
outstanding Company Common Stock entitled to vote on the Reorganization
Proposals. The directors and executive officers have indicated their intention
to vote their shares for the approval of the Reorganization Proposals. See "The
Reorganization - Vote Required for Approval".

CONDITIONS TO THE REORGANIZATION

The consummation of the Reorganization is subject to certain conditions
(unless waived, to the extent waiver is permitted by law), including (i)
approval of the Reorganization by the stockholders of the Company

7
<PAGE> 13

by the requisite vote, (ii) receipt of an opinion of counsel to the effect that
for federal income tax purposes the Reorganization will constitute a tax-free
reorganization, (iii) the effectiveness of the Registration Statement for the
shares of Ideon Common Stock issuable in the Reorganization, and (iv)
authorization for listing on the NYSE of the shares of Ideon Common Stock
issuable in the Reorganization.

TERMINATION, WAIVER AND AMENDMENT

Under applicable law and the Reorganization Agreement, the Reorganization
may be abandoned by the Board of Directors of the Company prior to its
consummation (either before or after stockholder approval) if circumstances
arise which, in the opinion of the Board of Directors, make the Reorganization
inadvisable. The terms of the Reorganization Agreement, the Certificate of
Incorporation of Ideon (the "Ideon Certificate") and the By-laws of Ideon (the
"Ideon By-laws") may be amended prior to the consummation of the Reorganization,
either before or after stockholder approval, provided the amendment does not
materially adversely affect the rights and interests of stockholders. After the
consummation of the Reorganization, the Ideon Certificate and the Ideon By-laws
may be amended in accordance with their terms and Delaware General Corporation
Law.

CERTAIN DIFFERENCES IN THE RIGHTS OF STOCKHOLDERS

The rights of the stockholders of the Company are governed by the
Certificate of Incorporation of the Company (the "Company Certificate") and the
By-laws of the Company (the "Company By-laws"). Stockholders of the Company will
upon consummation of the Reorganization become stockholders of Ideon. The rights
of such stockholders as stockholders of Ideon will then be governed by the Ideon
Certificate and the Ideon By-laws. The rights of stockholders of Ideon under the
Ideon Certificate and By-laws do not materially differ from the rights of
stockholders under the Company Certificate and By-laws, except that, if Proposal
IC is approved, the Ideon Certificate will authorize the issuance of preferred
stock with such designations, rights, preferences and limitations as determined
by the Board of Directors at the time of issuance. See "The Reorganization -
Description of Capital Stock; Certain Differences in the Rights of
Stockholders".

DIFFERENCES IN CAPITAL STOCK

The Ideon Common Stock will have substantially the same terms as the
Company Common Stock. If Proposal IC is approved, under the Ideon Certificate,
shares of preferred stock may be issued with such designations, rights,
preferences and limitations as the Board of Directors may determine from time to
time. The Company Certificate does not authorize the issuance of preferred
stock. See "The Reorganization - Description of Capital Stock; Certain
Differences in the Rights of Stockholders".

MARKET PRICES

The per share high and low prices of the Company Common Stock on December
13, 1994, the day preceding public announcement of the Reorganization, were
$15.875 and $15.50, respectively. The per share high and low prices of the
Company Common Stock on March 23, 1995 were $19.625 and $19.125, respectively.
Ideon Common Stock has not been traded and has no market value.

APPRAISAL RIGHTS

Under Delaware General Corporation Law, stockholders of the Company will
not have appraisal rights as a result of the Reorganization.

8
<PAGE> 14

SELECTED FINANCIAL INFORMATION

The selected financial data presented below under the captions "Balance
Sheet Data" and "Statement of Earnings Data" as of the end of, and for, each of
the years in the five-year period ended October 31, 1994, are derived from the
consolidated financial statements of the Company and its subsidiaries, which
financial statements have been audited by Price Waterhouse LLP, independent
accountants. The consolidated financial statements as of October 31, 1993 and
1994, and for each of the years in the three-year period ended October 31, 1994,
and the report thereon, are incorporated by reference elsewhere in this Proxy
Statement. The selected financial data presented below for the two months ended
December 31, 1993 and 1994 are derived from the unaudited consolidated financial
statements of the Company and its subsidiaries incorporated by reference
elsewhere in this Proxy Statement and which, in the opinion of management,
include all adjustments, consisting of normal recurring adjustments (except for
the effect of the change in the amortization period for deferred subscriber
acquisition costs recorded in December 1994), necessary for a fair statement of
the results for the unaudited interim periods.

BALANCE SHEET DATA (IN THOUSANDS, EXCEPT PER SHARE DATA):(1)

<TABLE>
<CAPTION>
AT OCTOBER 31, AT
---------------------------------------------------- DECEMBER 31,
1994 1993 1992 1991 1990 1994
-------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Total cash, cash equivalents and
investments(2)................. $184,533 $170,039 $187,301 $178,670 $155,860 $168,787
Total assets..................... $480,373 $378,287 $377,418 $351,566 $324,726 $423,324
Stockholders' equity(2).......... $217,592 $157,695 $165,498 $144,903 $199,496 $166,918
</TABLE>

STATEMENT OF EARNINGS DATA (IN THOUSANDS, EXCEPT PER SHARE DATA):

<TABLE>
<CAPTION>
TWO MONTHS
ENDED
YEARS ENDED OCTOBER 31, DECEMBER 31,
------------------------------------------------ ------------------
1994 1993 1992 1991 1990 1994 1993
-------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Subscription revenue, net....... $173,434 $156,600 $146,265 $140,557 $124,133 $ 30,375 $27,518
Interest and other income(3).... $ 15,652 $ 10,526 $ 11,916 $ 11,327 $ 10,119 $ 4,323 $ 1,614
Earnings before cumulative
effect of accounting change
from operations(4)(5)(6)(7)... $ 18,021 $ 31,477 $ 22,498 $ 29,713 $ 26,863 $(49,843) $ 4,827
Net earnings(4)(5)(6)(7)........ $ 20,021 $ 31,477 $ 22,498 $ 29,713 $ 26,863 $(49,843) $ 6,827
Earnings per
share(4)(5)(6)(7)............. $ .70 $ 1.10 $ .75 $ 1.02 $ .93 ($ 1.70) $ .25
Weighted average number of
common and common equivalent
shares(2)..................... 28,411 28,572 30,158 29,325 29,240 29,297 27,235
Cash dividends per share........ $ .20 $ .20 $ .15 $ .15 $ .125 $ .05 $ .05
</TABLE>

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

(1) The Company has no long-term debt, but did record, in periods ended prior to
October 31, 1992, an obligation arising from the lease of an office
building in Ft. Lauderdale.
(2) During 1993, the Company repurchased approximately 3.5 million shares of its
common stock at a cost of approximately $41.7 million.
(3) During 1994, the Company recognized $4.3 million of income from the
settlement of two lawsuits. In addition, Wright Express Corporation, which
was acquired by the Company in September 1994, contributed $2.1 million in
other operating revenues in 1994 and $2.9 million for the two months ended
December 31, 1994. During 1992, the Company recognized $550,000 of income
from the settlement of a lawsuit.
(4) During the first quarter of 1994, the Company recorded a $2 million benefit
($.07 per share) from a change in its method of accounting for income
taxes.
(5) During 1992, the Company recorded a pre-tax charge of $17.5 million against
earnings in connection with its estimated costs of relocation from Ft.
Lauderdale, Florida to Cheyenne, Wyoming.
(6) In December 1994, the Company changed its amortization period for deferred
subscriber acquisition costs from the life of the subscriber (10-12 years)
to the initial subscription period (1-3 years) resulting in a one-time
$65.5 million pre-tax charge.
(7) In April 1994, the Company recorded a restructuring charge of $7.9 million
in connection with a reorganization of its operations and the naming of a
new senior management team.

9
<PAGE> 15

THE REORGANIZATION

GENERAL

The Company has formed Ideon, a wholly-owned subsidiary incorporated under
the laws of the State of Delaware. Ideon in turn has formed Ideon Merger
Company. Pursuant to the Reorganization Agreement, Ideon Merger Company will be
merged with and into the Company, with the Company being the surviving
corporation. Following the Reorganization, Ideon will be a holding company and
will own all of the shares of Company Common Stock outstanding after the
effective time of the Reorganization (the "Effective Time").

At the Effective Time, pursuant to the Reorganization Agreement, each share
of Company Common Stock outstanding immediately prior to the Effective Time will
be converted into one share of Ideon Common Stock without any further action on
the part of any stockholder.

The Reorganization Proposals will not result in any change in the business
or the consolidated assets, liabilities or net worth of Ideon as compared with
that of the Company prior to the Reorganization and will not result in any
change in the persons who constitute the Board of Directors and management.
Delivery of the existing share certificates will constitute "good delivery" for
transactions in shares of Ideon Common Stock.

The Reorganization Proposals are expected to become effective as soon as
practicable following stockholder approval. Under applicable law and pursuant to
the terms of the Reorganization Agreement, the Reorganization may be abandoned
by the Board of Directors of the Company prior to the Effective Time (either
before or after stockholder approval) if circumstances arise which, in the
opinion of the Board of Directors, make the Reorganization inadvisable. The
Board of Directors currently has no reason to believe that the Reorganization,
if approved, would be abandoned. In addition, the terms of the Reorganization
Agreement, including the terms and provisions of the Ideon Certificate and the
Ideon By-laws, may be amended prior to the Effective Time (either before or
after stockholder approval) provided any such amendment does not materially
adversely affect the rights and interests of stockholders. After the Effective
Time, the Ideon Certificate and the Ideon By-laws may be amended in accordance
with their terms and Delaware General Corporation Law.

After the Reorganization, Ideon may, from time to time and to the extent
not inconsistent with the then existing obligations of the Company, merge the
Company with and into Ideon, cause the Company to distribute assets to Ideon, or
make such other changes in the corporate structure of and allocation of assets,
liabilities and businesses among Ideon and its subsidiaries as Ideon may
determine at its discretion.

The following discussion assumes in all cases that Proposal IA is approved.
If Proposals IB and IC are approved, the Ideon Certificate will be amended as
shown in Appendix C as soon as practicable after the Effective Time, and Ideon
will be authorized to issue up to 90 million shares of common stock and 10
million shares of preferred stock. If Proposal IB and Proposal IC are not
approved, the Ideon Certificate will remain as shown in Appendix B, and Ideon
will be authorized to issue 35 million shares of common stock and no preferred
stock. If Proposal IB is approved but Proposal IC is not approved, the Ideon
Certificate will be amended as soon as practicable after the Effective Time so
that Ideon will be authorized to issue 90 million shares of common stock and no
preferred stock. If Proposal IC is approved but Proposal IB is not approved, the
Ideon Certificate will be amended as soon as practicable after the Effective
Time so that Ideon will be authorized to issue 35 million shares of common stock
and 10 million shares of preferred stock. If Proposal IA is not approved, then
Proposals IB and IC will be null and void and of no effect. See "Reasons for the
Reorganization; Description of Capital Stock; Certain Differences in the Rights
of Stockholders".

EXCHANGE OF CERTIFICATES

After the Effective Time, each outstanding certificate which, prior to the
Effective Time, represented shares of Company Common Stock shall be deemed and
treated for all corporate purposes to represent the same number of shares of
Ideon Common Stock. New certificates bearing the name "Ideon Group, Inc." will
be issued in the future if, and as, certificates representing presently
outstanding shares of Company Common Stock are presented for transfer.

10
<PAGE> 16

STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL SUCH TIME AS THEY
MAY WISH TO SELL OR OTHERWISE TRANSFER SUCH SHARES.

REASONS FOR THE REORGANIZATION

The Company's Board of Directors has approved and recommends that the
Company's stockholders approve the Reorganization Proposals for four principal
reasons.

One objective of the Reorganization Proposals is to create a holding
company structure giving the organization flexibility to establish and separate
different business ventures as wholly-owned subsidiaries. In 1994, the Company
began a transformation from a single product line company to a multiple business
unit enterprise with the intent to foster higher growth in revenues and
earnings, thereby enhancing stockholder value. Management believes that, as the
number of products delivered, markets served, and channels through which
services are sold expand, it would be in the Company's best interests to
segregate the assets, contractual relationships and operations of these
different ventures. Furthermore, the Company also intends to grow through
acquisitions, as shown by its recent acquisitions of Wright Express Corporation,
a company that offers and supports the nation's most widely accepted universal
fleet charge card, and National Leisure Group, Inc., a supplier of vacation
travel packages and services marketed directly to consumers in partnership with
established retailers, credit card issuers and wholesale travel clubs. As
acquired companies are often stand-alone enterprises, the holding company
structure will enable each strategic business unit, whether internally developed
or acquired, to operate on equal footing. The Reorganization is proposed as a
merger rather than an asset transfer in order to avoid disrupting the Company's
contractual relationships and to reduce the legal and accounting expenses of the
transaction.

A second objective is to increase the number of shares of common stock
authorized for issuance by the Company. The Company has 35 million shares of
Company Common Stock authorized for issuance under its Certificate. As of
February 28, 1995, there were 28,937,599 outstanding shares of Company Common
Stock and 6,008,401 shares of Company Common Stock held in treasury. In
addition, as of February 28, 1995, there were 2,600,000 shares of Company Common
Stock authorized for issuance pursuant to stock-based incentive plans, 379,665
shares subject to other outstanding stock options held by the Company's
employees and directors, and proposals to increase the number of shares of
Company Common Stock issuable under two stock-based incentive plans by an
aggregate of 1,445,000 shares (See "Proposal III: Amendment of the 1994 Long
Term Stock-Based Incentive Plan" and "Proposal IV: Directors Stock Plan").

With its outstanding shares and commitments under stock-based incentive
plans, the Company has few remaining authorized but unissued shares to use for
such corporate purposes as stock splits and stock dividends, acquisitions, and
additional stock-based incentives. Pursuant to Proposal IB, the Ideon
Certificate would authorize the issuance of 90 million shares of Ideon Common
Stock. The Board of Directors believes it is desirable to increase the number of
authorized shares of common stock to enable the Company to declare stock
dividends and splits, to provide stock-based incentives to employees, to use
stock-based consideration in acquisitions, to raise additional capital, or to
utilize stock for other corporate purposes. The authorization of additional
shares will enable the Company to act promptly and without the delay of
obtaining stockholder approval to increase the number of authorized shares if
appropriate circumstances arise which require the issuance of such shares. Other
than for the issuance of additional stock-based incentives under the 1994 Plan
(see "Proposal III: Amendment of the 1994 Long Term Stock-Based Incentive Plan")
and options under the Directors Stock Plan (see "Proposal IV: Directors Stock
Plan"), the Company has no present plans or commitments to issue any additional
shares. The Board of Directors does, however, regularly consider acquisitions
using stock as consideration.

Proposal IC of the Reorganization Proposals would authorize the Board of
Directors to issue preferred stock with such rights, designations, preferences,
restrictions and limitations as determined by the Board of Directors from time
to time. Many corporations in the United States are able to issue some type of
preferred stock without further stockholder approval. The Board of Directors
believes that the ability to issue preferred stock will improve the Company's
flexibility in acquiring new enterprises, entering into equity alliances and
obtaining favorable financing. As previously discussed, the Company is actively
evaluating potential acquisi-

11
<PAGE> 17

tions as part of its diversification program. The special dividend treatment and
other tax and accounting characteristics of preferred stock may be more
attractive to sellers than cash, common equity or debt, thus the Company may be
able to make acquisitions on more favorable terms by issuing preferred stock in
the transaction. Furthermore, because the terms, rights, preferences and other
features of preferred stock may be established by the Board of Directors from
time to time, the preferred stock may be structured to take advantage of current
market conditions or other factors in obtaining financing for the Company. The
Company has no present plans or commitments to issue any preferred stock in
connection with acquisitions, corporate financing, equity alliances or any other
corporate purposes for which preferred stock could be used. If Proposal IC is
approved, the Company will be able to issue preferred stock without the delay of
obtaining stockholder approval. However, under Delaware General Corporation Law,
stock exchange rules, the Board resolution discussed below and other applicable
laws or regulations, stockholder approval may be required prior to the issuance
of preferred stock in certain circumstances.

Although the voting rights of the preferred stock are limited as set forth
in "Description of Capital Stock", the issuance of preferred stock could be used
to discourage attempts to acquire control of the Company which the Board of
Directors opposes. The Board of Directors is not considering the use of
preferred stock for such purposes, and the Company is not aware of any present
effort to accumulate the Company's securities for the purpose of gaining control
of the Company. THE BOARD OF DIRECTORS REPRESENTS THAT, WITHOUT PRIOR
STOCKHOLDER APPROVAL, IT WILL NOT AUTHORIZE THE ISSUANCE OF PREFERRED STOCK (I)
FOR ANY DEFENSIVE OR ANTI-TAKEOVER PURPOSE, (II) WITH FEATURES INTENDED TO MAKE
AN ATTEMPTED ACQUISITION MORE DIFFICULT OR COSTLY OR (III) FOR THE PURPOSE OF
CREATING A BLOCK OF VOTING POWER WHICH HAS AGREED TO SUPPORT THE BOARD OF
DIRECTORS AND MANAGEMENT ON A CONTROVERSIAL ISSUE.

Certain provisions of the Company Certificate and By-laws and the Ideon
Certificate and By-laws may also have an anti-takeover effect. See "Description
of Capital Stock; Certain Differences in the Rights of Stockholders".

Holders of Company Common Stock are not entitled to preemptive rights, and
to the extent that any additional shares of common or preferred stock may be
issued on other than a pro rata basis to current stockholders, the present
ownership portion of current stockholders may be diluted.

The fourth objective of the Reorganization Proposals is to change the name
of the organization to reflect the varied business ventures of the Company. As
discussed above, the Company has entered into a variety of business ventures
which are not directly related to its original business of credit card
enhancements. During the last twelve months, the Company acquired Wright Express
Corporation and National Leisure Group, Inc. The Company also entered into a new
venture to manage the PGA TOUR Partners program which includes a co-branded PGA
TOUR credit card. The Company also has several new businesses which it expects
to launch during 1995.

The Board of Directors believes it is desirable for the Company to change
its corporate name from "SafeCard Services, Incorporated" to "Ideon Group, Inc."
in order to reflect more accurately the Company's future direction and
established goal of becoming a portfolio of high-growth service operations. The
new name will conform with the Company's objectives of expanding its existing
lines of business, exploring new lines of business outside the scope of its
present credit card enhancement products and services, and taking fuller
advantage of new business opportunities.

FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION

As a condition to consummation of the Reorganization, the Company has
received an opinion of counsel that the Reorganization constitutes a tax-free
transaction under the Internal Revenue Code of 1986, as amended (the "Code"),
and that no gain or loss will be recognized by holders of Company Common Stock
upon the consummation of the Reorganization. The tax basis of the shares of
Ideon Common Stock received in the Reorganization will be the same as the tax
basis of Company Common Stock exchanged therefor. The holding period of the
shares of Ideon Common Stock will include the holding period of the
corresponding Company Common Stock, provided that such corresponding shares were
held as a capital asset as of the Effective Time.

12
<PAGE> 18

Although it is not anticipated that state or local income tax consequences
to stockholders will vary from the federal income tax consequences described
above, stockholders should consult their own tax advisors as to the effect of
the Reorganization.

EMPLOYEE BENEFIT PLANS

Except as described below, the employee benefit plans of the Company and
its subsidiaries will not be changed by the Reorganization, although the plans
of the Company may be expanded to include employees of Ideon and some or all of
any other subsidiaries which may be formed by Ideon. Each option or other right
to purchase or otherwise acquire shares of Company Common Stock under each
employee benefit plan of the Company, and under each employee benefit plan of a
subsidiary of the Company for which the Company has agreed to provide shares of
Company Common Stock, will be converted into an option or right to purchase or
acquire the same number of shares of Ideon Common Stock on the same terms and
conditions in effect immediately prior to the Reorganization, and options and
rights granted under such plans in the future will be for shares of Ideon Common
Stock, including shares issuable after stockholder approval of "Proposal III:
Amendment of the 1994 Long Term Stock-Based Incentive Plan" and "Proposal IV:
Directors Stock Plan." As a result of the Reorganization, each share of Company
Common Stock currently held under any such plan will be converted into one share
of Ideon Common Stock, and each option to purchase shares of Company Common
Stock currently held under any such plan will be converted into an option to
purchase an equal number of shares of Ideon Common Stock. Ideon will deliver the
same number of shares of Ideon Common Stock at the same price per share, and
upon the terms and subject to the same conditions, as set forth in each of the
plans in effect immediately prior to the Reorganization, and Ideon will also
assume all employee benefit plans of the Company in effect as of the Effective
Time, and all obligations of the Company under any and all employee benefit
plans of the subsidiaries of the Company in effect as of the Effective Time.
Approval of the Reorganization will constitute approval of such employee benefit
plans as are presently in effect and of the foregoing assumptions by Ideon.

CONDITIONS TO THE REORGANIZATION

The Reorganization will occur if (i) the Reorganization Agreement is
approved by a majority of the outstanding shares of Company Common Stock
entitled to vote on the matter and (ii) certain other conditions are satisfied,
including (a) the effectiveness of the Registration Statement, including the
proxy materials, for the shares of Ideon Common Stock issuable in the
Reorganization and the absence of a stop order or threatened stop order
suspending such effectiveness; (b) the receipt of an opinion of counsel
substantially to the effect that for federal income tax purposes the
Reorganization will be tax free and no gain or loss will be recognized by the
Company or its stockholders as a result of the Reorganization; and (c) the
authorization for listing on the NYSE upon official notice of issuance of the
shares of Ideon Common Stock issuable pursuant to the Reorganization.

REGULATORY APPROVAL

Other than the issuance of a Certificate of Merger by the Secretary of
State of Delaware, no approval from any federal or state regulatory authority is
required in connection with the Reorganization.

STOCK EXCHANGE LISTING

The Company has filed a listing application with the NYSE covering the
shares of Ideon Common Stock issuable in the Reorganization. It is a condition
to the consummation of the Reorganization that the Ideon Common Stock be
authorized for listing on the NYSE effective upon official notice of issuance.

APPRAISAL RIGHTS

Under Delaware General Corporation Law, stockholders of the Company will
not have appraisal rights as a result of the Reorganization.

13
<PAGE> 19

DIVIDEND POLICY

The Board of Directors has adopted a policy of declaring cash dividends of
$.05 per share on a quarterly basis. The Reorganization will not affect the
Company's dividend policy.

CERTAIN DIFFERENCES IN THE RIGHTS OF STOCKHOLDERS

Each of the Company, Ideon and Ideon Merger Company is a Delaware
corporation subject to the provisions of Delaware General Corporation Law.
Stockholders of the Company, whose rights are governed by the Company
Certificate and By-laws will, upon consummation of the Reorganization, become
stockholders of Ideon and the rights of such stockholders of Ideon will then be
governed by the Ideon Certificate and By-laws. The description of Company Common
Stock set forth under the caption "Description of Capital Stock" will also apply
to the Ideon Common Stock at the Effective Time.

Except as set forth below, there are no material differences between the
rights of a Company stockholder under the Company Certificate and By-laws, on
the one hand, and the rights of an Ideon stockholder under the Ideon Certificate
and By-laws on the other hand. THIS SUMMARY DOES NOT PURPORT TO BE A COMPLETE
DISCUSSION OF, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, DELAWARE LAW,
THE CERTIFICATE AND BY-LAWS OF EACH OF THE COMPANY AND IDEON AND THE PROPOSED
CERTIFICATE OF AMENDMENT TO THE IDEON CERTIFICATE. THE IDEON CERTIFICATE AND
BY-LAWS ARE ATTACHED HERETO AS APPENDIX B. THE CERTIFICATE OF AMENDMENT TO THE
IDEON CERTIFICATE IS ATTACHED HERETO AS APPENDIX C.

Number of Authorized Shares

The Company Certificate authorizes the issuance of a total of 35 million
shares of Company Common Stock. If Proposal IB and Proposal IC are approved, the
Ideon Certificate will authorize the issuance of a total of 90 million shares of
Ideon Common Stock and the issuance of 10 million shares of preferred stock in
one or more series with such rights, designations, preferences, restrictions and
limitations as the Board of Directors may determine by resolution from time to
time. See "Reasons for the Reorganization; Description of Capital Stock."

Quorum

The Company By-laws provide that the holders of fifty-one percent or more
of the stock issued and outstanding entitled to vote thereat, present in person
or represented by proxy, constitute a quorum at a meeting of stockholders. The
Ideon By-laws provide, in conformance with Delaware General Corporation Law,
that the holders of a majority of the stock issued and outstanding entitled to
vote thereat, present in person or represented by proxy, constitute a quorum at
a meeting of stockholders.

Notice of Stockholder Meetings

The Company By-laws provide that notice of meetings of stockholders shall
be given not less than ten (10) nor more than fifty (50) days before the date of
the meeting. The Ideon By-laws conform with the provisions of Delaware law and
provide that notice of stockholders meetings shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting.

Purpose

The Company Certificate provides that the purpose of the Company is to
engage in any lawful act or activity for which corporations may be organized
under Delaware law and, without limiting the foregoing, enumerates a number of
specific activities. The Ideon Certificate only contains a general purpose
provision permitting the Company to engage in any lawful act or activity for
which a corporation may be organized under Delaware law.

14
<PAGE> 20

DESCRIPTION OF CAPITAL STOCK

Preferred Stock

The Company is not authorized to issue preferred stock. The following
description relates to the preferred stock that may be issued by Ideon if
Proposal IC is approved.

If Proposal IC is approved, the Ideon Certificate will be amended to permit
the issuance of up to 10 million shares of preferred stock. Under the Ideon
Certificate as amended pursuant to Proposal IC, the Board of Directors can
authorize the issuance, at any time or from time to time, of one or more series
of preferred stock without further stockholder approval. In addition, the Board
will determine all rights, designations, preferences, restrictions and
limitations of such stock, including but not limited to, the designation of
series and numbers of shares; the dividend rights, if any; the redemption
provisions, if any; the rights upon liquidation, dissolution or winding up of
Ideon, if any; the conversion or exchange rights, if any; the sinking fund
provisions, if any; the voting rights, if any, provided that the holders of
shares of preferred stock will not be entitled to more than one vote per share
when voting as a class with the holders of shares of Ideon Common Stock; and the
other preferences, powers, qualifications, special or relative rights and
privileges and limitations or restrictions of such preferences or rights, if
any. Holders of such shares of preferred stock will not have any preemptive
rights to acquire any securities of Ideon.

If Proposal IC is approved, it is the present intention of the Board of
Directors not to seek stockholder approval prior to any issuance of preferred
stock, unless otherwise required by applicable law or regulations or stock
exchange rules or by the representation of the Board of Directors stated under
"Reasons for the Reorganization". Opportunities may arise that require prompt
action, such as the acquisition of another corporation or the sale of securities
under favorable market conditions. It is the belief of the Board of Directors
that the delay necessary for stockholder approval of a specific issuance could
be detrimental to the Company and its stockholders. However, under Delaware
General Corporation Law and stock exchange rules, stockholder approval prior to
the issuance of common stock or preferred stock is required in connection with
certain mergers.

It is not possible to state the actual effect of the authorization of the
preferred stock upon the rights of holders of Ideon Common Stock until the Board
of Directors determines the respective rights of the holders of one or more
series of the preferred stock. However, such effects might include: (i)
restrictions on dividends on common stock if dividends on the preferred stock
are in arrears; (ii) dilution of the voting power of the common stock to the
extent that a series of the preferred stock would have voting rights; (iii) the
holders of the common stock not being entitled to share in Ideon's assets upon
liquidation until satisfaction of any liquidation preference granted to the
preferred stock; and (iv) potential dilution of the equity of holders of common
stock to the extent that a series of the preferred stock might be convertible
into common stock.

Common Stock

The Company Common Stock is listed and traded on the NYSE under the symbol
SSI. The shares of Ideon issued in the Reorganization will be quoted on the NYSE
under the symbol IQ. The following description of the Company Common Stock will
also apply for the Ideon Common Stock.

General. The Company may pay dividends on its Common Stock when, as and if
declared by its Board of Directors, out of funds legally available therefor,
subject to certain restrictions. The holders of Company Common Stock will be
entitled to receive and share equally in such dividends as may be declared by
the Board of Directors. The Company's Board of Directors declared a cash
dividend of $.05 per share payable on March 29, 1995 to stockholders of record
on March 21, 1995. The Board of Directors has adopted a policy of declaring cash
dividends of $.05 per share on a quarterly basis. This policy is subject to
change at the discretion of the Board of Directors.

Shares of Company Common Stock are non-assessable upon payment therefor. In
the event of a liquidation, dissolution or winding up of the Company, each
holder of Company Common Stock would be entitled to receive, after payment of
all debts and liabilities of the Company, a pro-rata portion of all assets of
the Company available for distribution to holders of Company Common Stock.

15
<PAGE> 21

Holders of Company Common Stock do not have any preemptive rights.

Voting and Election of Directors. Each holder of Company Common Stock is
entitled to one vote for each share held on all matters voted upon by
stockholders. The Company Certificate does not give stockholders the right to
vote for directors cumulatively. The directors are divided into three classes
serving three year terms, with each class as equal in number as possible and
only one class elected each year.

Certain Change in Control Provisions. The Company Certificate and By-laws
contain certain provisions which may have the effect of delaying, deferring or
preventing a change in control of the Company in the absence of the approval of
the Company's Board of Directors or otherwise. These provisions are not being
changed in the Reorganization and will remain the same in the Ideon Certificate
and By-laws.

These provisions are as follows. The Company's Board of Directors is
classified into three classes of approximately equal number having staggered
terms of three years each. The Company Certificate requires the affirmative vote
of three-fourths of the outstanding shares entitled to vote to remove any
director. Special meetings of stockholders may be called only by the Chairman of
the Board or upon the written request of a majority of the Board of Directors.
Such requests must state the purposes of the proposed meeting. Business
transacted at the special meeting shall be limited to the purposes stated in the
request. Stockholder proposals and nominations for the election of directors at
any meeting of stockholders must be submitted in writing to the Secretary of the
Company in accordance with prescribed procedures and must be received within
certain prescribed time periods. For example, excluding stockholder proposals to
be included in the Company's proxy materials filed in accordance with applicable
proxy rules, notice of a stockholder proposal to be brought before an annual
meeting must be delivered to, or mailed and received at, the Company's principal
executive offices not less than sixty (60) days nor more than ninety (90) days
prior to the scheduled annual meeting. Such notice to the Secretary shall
contain (i) a brief description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address of the stockholder proposing such business
and any other stockholders known by such stockholder to be supporting such
proposal, (iii) the class and number of shares of the common stock beneficially
owned by the stockholder on the date of such stockholder notice and by any other
stockholders known by such stockholder to be supporting such proposal on the
date of such stockholder notice, and (iv) any financial interest of the
stockholder in such proposal. In addition, the Company By-laws provide that they
may only be amended or repealed by the affirmative vote of the holders of
two-thirds of the stock issued and outstanding and entitled to vote or by the
affirmative vote of a majority of the Board of Directors.

Transfer Agent and Registrar. The transfer agent and registrar for the
Company Common Stock is American Stock Transfer & Trust Company of New York.

LEGAL MATTERS

Certain legal matters in connection with the Reorganization will be and
have been passed upon for the Company and Ideon by Mahoney Adams & Criser, P.A.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE REORGANIZATION
PROPOSALS AND RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE REORGANIZATION
PROPOSALS.

VOTE REQUIRED FOR APPROVAL

Approval of each of the Reorganization Proposals requires the affirmative
vote of a majority of the shares of the Company entitled to vote thereon.

16
<PAGE> 22

BENEFICIAL SECURITY OWNERSHIP

DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth, as of February 15, 1995, beneficial
ownership of Company Common Stock by each current director and nominee for
director, the named executive officers of the Company, including two former
executives who acted as chief executive officer during a part of 1994, and all
of the foregoing, together with all other executive officers, as a group. Except
as described below, each of the persons and group listed below has sole voting
and investment power with respect to the shares shown.

<TABLE>
<CAPTION>
NUMBER OF SHARES TOTAL NUMBER
NAME OF DIRECTORS, WHICH MAY BE OF SHARES PERCENT OF
NOMINEES NUMBER OF ACQUIRED WITHIN BENEFICIALLY CLASS
AND EXECUTIVE OFFICERS SHARES OWNED 60 DAYS(5) OWNED (%)
- -------------------------- ------------ ----------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
William T. Bacon, Jr.(1).................. 105,300 0 105,300 *
Marshall L. Burman........................ 2,000 100,000 102,000 *
John Ellis Bush........................... 1,000 0 1,000 *
Gerald R. Cahill.......................... 0 0 0 *
Robert L. Dilenschneider.................. 100 100,000 100,100 *
G. Thomas Frankland....................... 1,000 0 1,000 *
Robert M. Frechette(2).................... 762 9,000 9,762 *
Adam W. Herbert, Jr....................... 1,000 0 1,000 *
Paul G. Kahn(3)........................... 5,100 283,333 288,433 *
Francis J. Marino......................... 1,000 45,000 46,000 *
Eugene Miller............................. 500 100,000 100,500 *
Thomas F. Petway, III..................... 14,400 100,000 114,400 *
Dorothy S. Schechter(4)................... 900 4,500 5,400 *
W.M. Stalcup, Jr.......................... 40,000 0 40,000 *
All Directors, Nominees and Executive
Officers as a group..................... 181,562 755,333 936,895 3.14
</TABLE>

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

* Less than one percent.
(1) The shares shown include 5,000 shares owned by the wife of Mr. Bacon, as to
which he disclaims beneficial ownership.
(2) The shares shown include 103 shares owned by the wife of Mr. Frechette, as
to which he disclaims beneficial ownership.
(3) The shares shown include 5,000 shares of restricted stock, as to which Mr.
Kahn possesses sole voting power, but no investment power, during the
restricted period. Restrictions on the sale or transfer of such stock lapse
as to 1,000 shares after December 5, 1994, as to an additional 1,000 shares
after December 5, 1995, as to an additional 2,000 shares after December 5,
1996 and as to the remaining 1,000 shares after December 5, 1997.
(4) The shares shown include 400 shares owned by the husband of Ms. Schechter,
as to which she disclaims beneficial ownership.
(5) The shares shown consist of Company Common Stock subject to stock options
currently exercisable or exercisable within sixty days of February 15,
1995. Not shown are options to purchase Company Common Stock not currently
exercisable and not becoming exercisable sixty days after February 15,
1995, including 716,667 shares subject to options granted to Mr. Kahn,
300,000 shares subject to options granted to Mr. Frankland, 51,000 shares
subject to options granted to Mr. Frechette, 255,000 shares subject to
options granted to Mr. Marino, 45,500 shares subject to options granted to
Ms. Schechter, and 216,500 shares subject to options granted to other
executive officers of the Company. The amounts shown do not include options
granted to a certain executive officer subject to stockholder approval of
the amendment to the 1994 Plan. See "Proposal III: Amendment of the 1994
Long Term Stock-Based Incentive Plan". The amounts shown also do not
include options granted to Mr. Bush and Dr. Herbert subject to stockholder
approval of the Directors Stock Plan. See "Proposal IV: Directors Stock
Plan".

17
<PAGE> 23

PRINCIPAL HOLDERS

The following table sets forth, as of December 31, 1994, beneficial
ownership of Company Common Stock by persons known by the Company to
beneficially own more than 5% of the Company Common Stock:

<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL HOLDER BENEFICIAL OWNERSHIP CLASS(%)
- -------------------- -------------------- ----------
<S> <C> <C>
FMR Corp 1,992,600(1) 6.89
82 Devonshire Street
Boston, MA 02109
Sound Shore Management, Inc. 1,845,800(2) 6.38
8 Sound Shore Drive
Greenwich, CT 06836
The Equitable Companies Incorporated 1,478,100(3) 5.11
787 Seventh Avenue
New York, New York 10019
</TABLE>

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

(1) According to a Schedule 13G filed with the Commission by FMR Corp. ("FMR"),
FMR beneficially owned 1,992,600 shares of Company Common Stock as of
December 31, 1994. FMR claimed sole or shared voting power with respect to
none of the shares and sole dispositive power with respect to all of the
shares.
(2) According to a Form 13G filed with the Commission, Sound Shore Management,
Inc. claimed sole voting power with respect to 1,702,300 shares of Company
Common Stock and no voting power with respect to 143,500 shares and sole
investment power (as defined in instruction (v) of Form 13F) with respect
to all of the shares shown as of December 31, 1994.
(3) According to a Schedule 13G filed with the Commission jointly by five French
mutual insurance companies, AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha
Assurances Vie Mutuelle and Uni Europe Assurance Mutuelle, as a group, AXA,
and The Equitable Companies Incorporated and its subsidiaries, these
entities beneficially owned 1,478,100 shares of Company Common Stock as of
December 31, 1994. These entities claimed sole voting power with respect to
1,002,300 of such shares and shared voting power with respect to 45,000 of
such shares and claimed sole dispositive power with respect to 1,477,800 of
the shares and shared dispositive power with respect to 300 shares shown as
of December 31, 1994.

GOVERNANCE OF THE COMPANY

BOARD OF DIRECTORS

During fiscal year 1994, the Board of Directors met eleven times in person
or by telephone. Each of the directors attended more than 75 percent of the
meetings of the Board and of the Board committees on which the director served
in 1994 (in each case during the periods he served).

COMMITTEES

Audit Committee. The current members of the Audit Committee are William T.
Bacon, Jr., Marshall L. Burman, John Ellis Bush, Robert L. Dilenschneider, Adam
W. Herbert, Jr., Eugene Miller and Thomas F. Petway, III, all non-employee
directors.

The Audit Committee represents the Board in discharging its
responsibilities relating to the accounting, reporting and financial control
practices of the Company and its subsidiaries. The committee has general
responsibility for reviewing with management the financial controls, accounting,
audit and reporting activities of the Company and its subsidiaries. The
committee annually reviews the qualifications and objectivity of the Company's
independent accountants, makes recommendations to the Board as to their
selection, evaluates the

18
<PAGE> 24

scope, fees and results of their audit, reviews their non-audit services and
related fees and examines their management comment letters. The Audit Committee
met six times in 1994.

Compensation Committee. The current members of the Compensation Committee
are William T. Bacon, Jr. and Marshall L. Burman, both of whom are non-employee
directors.

The Compensation Committee oversees executive compensation plans for
officers and key employees, approves standards for setting compensation levels
for Company executives and, working with the 1994 Plan Committee as appropriate
(see below), grants the specific awards made under the Company's management
incentive compensation plans. The Compensation Committee also approves the
compensation of certain employees above specified levels and makes
recommendations to the Board for approval as required. The Compensation
Committee is authorized to, and did, retain and consult with an independent
compensation advisor. In September 1994, the 1994 Plan Committee was dissolved,
and its functions were assigned to the Compensation Committee, whose members all
became "disinterested directors" in September 1994. The Compensation Committee
met eight times in 1994.

1994 Plan Committee. The members of the 1994 Plan Committee were William
T. Bacon, Jr. and Robert L. Dilenschneider, both of whom are non-employee
directors.

The 1994 Plan Committee was formed to administer the 1994 Plan which was
adopted by the Board of Directors in December 1993, subject to stockholder
approval. The members of the 1994 Committee were "disinterested directors" as
such term is defined in Rule 16b-3 promulgated under the Exchange Act. As noted
above, the 1994 Plan Committee was dissolved in September 1994 and its functions
were undertaken by the Compensation Committee. The 1994 Plan Committee met eight
times in 1994.

Executive Committee. The members of the Executive Committee are William T.
Bacon, Jr., Marshall L. Burman, Paul G. Kahn, Robert L. Dilenschneider, Eugene
Miller and Thomas F. Petway, III. The Executive Committee was formed in May 1994
and was given authority to exercise all powers and authority of the Board of
Directors except those powers which may not be delegated under Delaware law. The
Executive Committee met four times in 1994.

Nominating Committee. The Company does not have a nominating committee,
the functions of which are handled by the entire Board.

DIRECTORS' FEES AND OTHER COMPENSATION

Fees. Directors who are not employees of the Company receive a quarterly
retainer of $12,500. In 1995 each chairman of a committee and the vice chairman
of the Board of Directors will receive an additional retainer of $1,500 per
annum. No separate retainer is paid for membership on committees. Directors
receive separate fees for attendance at meetings of the Board and committees at
rates which as of January 1995 were $2,000 for in person meetings and $500 for
telephonic meetings. Fees are paid for only one meeting on any one date,
regardless of how many meetings may be held on that date. Directors are
reimbursed for their customary and usual expenses incurred in attending Board,
committee and stockholder meetings, including those for travel, food and
lodging. A directors deferral plan allows directors to defer all or part of
their retainer and fees to an account which accrues interest until the later of
their termination of service to the Company or upon reaching age 65. Directors
who are employees of the Company receive no fees for service on the Board or
committees or for attendance at meetings.

Subject to stockholder approval of the Directors Stock Plan, non-employee
directors will be automatically granted an option to purchase 15,000 shares of
common stock upon their initial election or appointment to the Board of
Directors. The proposed Directors Stock Plan will also allow directors to elect
to receive their retainer and/or meeting fees in the form of common stock. (See
"Proposal IV: Directors Stock Plan".) To insure that directors have a
substantial personal stake in the Company, in January 1995 the Board of
Directors adopted a requirement that directors joining the Board after 1994 must
own a minimum of 1,000 shares of common stock or elect to receive their retainer
and meeting fees in the form of common stock until 1,000 shares have been
purchased.

19
<PAGE> 25

In December 1993, Mr. Miller became Vice Chairman of the Board of Directors
and received an additional $15,000 retainer for his service in that capacity
during 1994.

Directors' Retirement Plan. In 1991, the Company adopted an unfunded
retirement plan that provides annual retirement benefits to non-employee
directors who have served on the Board of Directors for five or more years, are
at least sixty-five years of age and were not employees of the Company. Prior to
its amendment in January 1995, the retirement benefit was a life annuity equal
to the annual retainer paid to non-employee directors at the time of retirement,
or as subsequently modified, whichever was higher. In January 1995, the Board
voted to limit the annual retirement benefit to one half of the annual retainer
paid to non-employee directors at the time of retirement. It also eliminated the
life annuity paid to a surviving spouse of a director which had been equal to
one-half of the annuity paid to the deceased director. These changes do not
apply to the vested and payable benefits of Mr. Bacon. The retirement benefits
remain subject to a vesting schedule whereby directors become fifty percent
vested in their retirement benefit after five years of service to the Company
and vest an additional ten percent for each additional year of service. A
director who is not at least sixty-five years of age upon retirement but who is
otherwise eligible is entitled to receive the retirement benefits upon reaching
sixty-five years of age. In January 1995, the Board also adopted a mandatory
retirement age for directors of 75 years of age.

Public Relations and Investor Relations Consulting. In October 1993, the
Company renewed a consulting agreement with the Dilenschneider Group, Inc.
("DGI") to provide public relations counsel and advice to the Company in fiscal
year 1994 for an annual retainer of $180,000. Robert L. Dilenschneider is the
majority owner and chief executive officer of DGI. In October 1994, the Company
entered into an engagement letter with DGI for public affairs and public
relations assistance during 1995 for an annual retainer of $100,000. In December
1994, the Company paid DGI $180,000 for market communications and
promotion/publicity services to the Company in connection with certain specified
projects.

During 1994, DGI consulted on and assisted the Company with investor
relations for a monthly fee of $12,500. In addition, Eugene Miller provided
investor relations consulting services to the Company during 1994 for a monthly
retainer of $4,167. Both of these investor relations consulting arrangements
ended as of October 31, 1994.

PROPOSAL II:

ELECTION OF DIRECTORS

The Board of Directors currently consists of eight members, seven of whom
are non-employee directors. The Board of Directors is divided into three
classes, as nearly equal in number as possible, with the members of each class
elected for a term of three years. Two directors are to be elected at the
meeting, each to hold office for a three year term until the 1998 Annual Meeting
of Stockholders and until their successors are elected and qualified. If the
stockholders approve the Reorganization, all of the directors of the Company
will become directors of Ideon at the Effective Time.

Unless authority to vote is withheld, the persons specified in the enclosed
proxy intend to vote for the following nominees, all of whom have consented to
being named in this Proxy Statement and to serving if elected. Although
management knows of no reason why any nominee would be unable to serve, the
persons designated as proxies reserve full discretion to vote for another person
in the event any nominee is unable to serve.

20
<PAGE> 26

The following information is provided with respect to the nominees for
directorships for terms expiring at the 1998 Annual Meeting of Stockholders.
Italicized wording indicates principal occupation.

Terms expiring at the 1998 Annual Meeting:

ROBERT L. DILENSCHNEIDER Director since 1991 Age 51
Chief Executive Officer and majority owner of The
Dilenschneider Group, Inc., a public relations firm, 1991 to
(PHOTO) present; Hill & Knowlton, an international public relations
firm, 1967 to 1991 (Chief Executive Officer, 1986 to 1991);
Director, Cross Country Healthcare Personnel, a privately held
health care organization.

JOHN ELLIS BUSH Director since 1995 Age 42
President of The Codina Group, Inc., a real estate
development company, 1981 to present; Republican Candidate for
(PHOTO) Governor of Florida, 1993 to 1994; Secretary of Commerce of the
State of Florida, 1987 to 1988; Director, Anchor Glass
Container Company and American Heritage Life Insurance Company.

The following information is provided with respect to directors who are not
nominees:

Terms expiring at the 1997 Annual Meeting

PAUL G. KAHN Director since 1993 Age 50
Chief Executive Officer and Chairman of Board of Directors
of the Company, December 1993 to present; Owner and Chief
(PHOTO) Executive Officer, Coleridge Financial Corp., May 1993 to
December 1993; President and Chief Executive Officer, AT&T
Universal Card Services Corporation, 1989 to May 1993; Senior
Vice President, First National Bank of Chicago, 1988 to 1989.

MARSHALL L. BURMAN Director since 1993 Age 65
Of Counsel, Wildman, Harrold, Allen & Dixon, a Chicago,
Illinois law firm, 1992 to present; Chairman, Illinois State
Board of Investment, a co-mingled investment fund whose
beneficiaries are Illinois state employees (Chairman since
(PHOTO) 1985, Board member since 1979); Partner, Avery, Hodes, Costello
& Burman, a Chicago, Illinois law firm, prior to 1992;
Director, Helene Curtis Industries, Inc., a manufacturer and
marketer of personal care products, and CFI Industries, Inc., a
manufacturer of thermo-plastic packaging.

21
<PAGE> 27

WILLIAM T. BACON, JR. Director since 1978 Age 72
Associate, The Chicago Corporation, an investment banking
firm, November 1994 to present; Associate, Bacon, Whipple, a
(PHOTO) division of Stifel, Nicolaus & Co., an investment banking firm,
1983 to 1994; managing partner of Bacon, Whipple & Co., prior
to 1983; Director, Walbro Corporation, a manufacturer of small
engine carburetors and automobile fuel systems.

Terms Expiring at the 1996 Annual Meeting:

THOMAS F. PETWAY, III Director since 1994 Age 55
Chairman and Chief Executive Officer, Home Builders
Insurance Services, Inc., a national marketing and
administrative services company specializing in services and
insurance programs for residential contractors, 1977 to
(PHOTO) present; Principal of Network Realty Associates, a real estate
agency operating under the name Prudential Network Realty and a
member of Prudential Real Estate Affiliates, Inc., 1988 to
present; Partner in the Jacksonville Jaguars of the National
Football League, 1993 to present.

EUGENE MILLER Director since 1993 Age 69
Professor and Assistant to the Dean at the College of
Business of Florida Atlantic University, 1991 to present; Vice
Chairman and Chief Financial Officer, USG Corporation (formerly
(PHOTO) known as United States Gypsum Company), 1987 to 1991; Director,
MFRI, Inc., a manufacturer of filter bags, and several private
corporations.

ADAM W. HERBERT, JR., PH.D. Director since 1995 Age
51
President, University of North Florida, 1989 to present;
Director, Barnett Bank of Jacksonville, N.A., a subsidiary of
(PHOTO) Barnett Banks, Inc. and Baptist Medical Center (Jacksonville,
Florida), a not-for-profit acute care hospital.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED ABOVE.

VOTE REQUIRED

Directors will be elected by a plurality of the shares present in person or
by proxy and entitled to vote on the election of directors.

22
<PAGE> 28

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee presents the following report on compensation
for the Company's executive officers. Actual compensation during 1994 for the
named executives is shown in the Summary Compensation Table and other tables
following this report.

During 1993, the Compensation Committee and key executive officers worked
to evaluate and, where deemed appropriate, restructure the Company's executive
compensation policies and programs. In early 1994, the Compensation Committee,
with the assistance of Hewitt Associates, independent compensation consultants,
adopted a set of executive compensation policies and programs. These policies
and programs are designed to do the following:

- Provide competitive pay systems that support the Company's business
strategies and help to attract, retain and motivate the people necessary
to achieve these goals;

- Emphasize variable pay, thereby increasing focus on planning,
accountability and pay for performance; and

- Align management and stockholder interests through incentive programs,
including stock options and awards of common stock.

As more fully described below, most of the compensation programs for the
Company's executive officers are administered by the Compensation Committee of
the Company's Board of Directors. From December 1993 until September 1994, the
1994 Plan Committee of the Board of Directors approved grants of options and
restricted stock to officers of the Company under the 1994 Plan. The specific
mandate of the Compensation Committee was to develop and implement a set of
compensation policies and procedures designed to provide incentives for optimal
employee performance and achievement of corporate business goals.

The three components of individual executive officer compensation are base
salary, an annual performance-based incentive bonus and long term stock-based
incentive compensation.

BASE SALARY

Base salary levels are assigned to positions based on job responsibilities,
sustained individual performance and an annual review of base salary practices
for comparable positions at similar corporations with no specific weighting
applied to any of these factors. The corporations that the Company used to
determine market rates of pay were twenty four profitable, high growth companies
with sales revenues under $1 billion (the "Comparison Companies"). The Committee
believes that the Comparison Companies reflect the types of corporations with
which the Company competes for executive talent and therefore provide an
appropriate basis for determining market rates of pay. Accordingly, the
Comparison Companies differ from the peer group used for purposes of the
performance graph on page 29. Because the Company intends to hire
well-qualified, high-performing executives who perform at or above the 75th
percentile, the base salary guidelines generally are from 80% to 120% of the
75th percentile of salaries in the Comparison Companies. However, in some cases,
salaries outside the base salary guidelines were determined in negotiations to
recruit certain highly qualified executives for key positions with the Company.

ANNUAL INCENTIVES

In 1993, the Compensation Committee adopted the Company's Short-Term
Incentive Plan with the assistance of Hewitt Associates. In 1994 the Short-Term
Incentive Plan was revised slightly to accommodate new levels of management.
Under this plan, target awards range from 15% of base salary at the manager
level to 60% of base salary for the CEO. Maximum awards range from 30% of base
salary at the manager level to 120% of base salary for the CEO. The target and
maximum levels were based on compensation practices of other high growth
companies as determined by surveys conducted by Hewitt Associates and,
consistent with the Compensation Committee's emphasis on variable pay, are
intended to provide higher than average bonus opportunities to the Company's
employees. If Company performance is below the minimum threshold, the
Compensation Committee may establish a discretionary award pool equal to 15% of
the target pool to

23
<PAGE> 29

employees (other than Covered Officers as defined below) who performed
exceptionally well despite poor Company-wide performance or to prevent
unforeseeable events which affected Company performance from eliminating bonuses
to employees (other than Covered Officers) in an inequitable fashion.

In 1994, annual bonuses were awarded under the Short-Term Plan based on
achievement of written and approved corporate objectives without reference to
individual goals (except in the case of the Chairman and CEO). The corporate
objectives necessary to achieve a target bonus included (with no particular
weighting) development and implementation of a strategic plan, development of a
management team and organization structure, preparation and substantial
achievement of the 1994 budget, increase in the 1993 revenue growth rate,
development of new products and reduction of legal expenses. The corporate
objectives used to determine whether the Company would award a bonus in excess
of target included 10% or more growth in revenues, income higher than the 1994
budget, acquisition of another corporation and launch of a co-branded credit
card program. With respect to bonuses paid in 1994, the Compensation Committee
used an objective evaluation of financial targets together with a subjective
evaluation of nonfinancial objectives to determine that the Company's
performance substantially exceeded target and awarded bonuses to all
participants (except the Chairman and CEO) at 160% of the target level.

LONG TERM COMPENSATION

The long term compensation component embodied in the 1994 Plan is designed
to link executive compensation to the Company's share price over a multi-year
performance period, to align management and stockholder interests, and to enable
the Company to attract, motivate and retain experienced and highly qualified
personnel. Consistent with these goals, a portion of the options granted to vice
presidents and above vest based on hurdle objectives, i.e., specified increases
in the Company's stock price. In addition, no options are exercisable in the
first year and options which vest on length of service vest in 25% increments
over four years provided employment with the Company continues. For further
information on the terms and conditions of the options granted to the Company's
officers, see the table entitled Option Grants in Last Fiscal Year and its
footnotes.

During the past fiscal year, the 1994 Plan Committee and the Compensation
Committee generally granted a standard amount of stock options to all new
managerial employees based on the employee's position with the Company. Factors
used to set the standard amounts of stock options included management's
perception of (i) the incentive necessary to motivate individuals to join the
Company, (ii) the stock-based incentives provided by similarly-situated
companies, (iii) the desirability of stock-based incentives to create teamwork
and a focus on long-term results, and (iv) the role and impact of the various
management levels on achieving key strategic results. Existing employees were
granted additional stock options up to the standard amount for their position
after considering the number of stock options granted to the employee since
1989. On October 1, 1994, the Company reduced the standard grants for each
position by one-half to recognize the Company's progress from a corporation in
significant transition to an organization with a definitive strategic plan. The
employment agreements with certain senior executives provide that no additional
stock options will be granted to the executive for a three year period from the
initial grant. The committees also granted restricted stock to certain new
executives in an amount that the committees subjectively determined was
necessary to induce the executive to join the Company. An increase in the number
of shares available for issuance under the 1994 Plan is subject to stockholder
approval. See "Proposal III: Amendment of the 1994 Long Term Stock-Based
Incentive Plan".

POLICIES RELATING TO SECTION 162 OF THE INTERNAL REVENUE CODE

In 1993, Section 162 of the Internal Revenue Code was amended to limit the
deductibility for federal income tax purposes of annual compensation of the
chief executive officer of publicly held corporations and the four other highest
compensated officers (the "Covered Officers") in excess of $1,000,000 unless
certain conditions are met. These conditions include that such compensation is
based on the attainment, as certified by a committee of two or more outside
directors, of preestablished, objective performance goals established in advance
by this committee and paid pursuant to a plan approved by stockholders. After
considerable discussion at three meetings regarding the advantages and
disadvantages of using only quantifiable objectives

24
<PAGE> 30

for determining annual incentives, the Compensation Committee decided that,
since the Company was in the earlier stages of its diversification program,
encouraging its management team to meet solely quantifiable objectives in 1995
could conflict with the Company's long term goals and accordingly decided not to
conform the Short-Term Incentive Plan to the requirements of Section 162 in
1995. The Compensation Committee intends to consider this limitation, among
other factors, in making compensation decisions in the future.

CHIEF EXECUTIVE OFFICER COMPENSATION

From November 1, 1993 to April 30, 1994, Messrs. Stalcup and Cahill were
paid the base salaries previously set by the Compensation Committee. Additional
amounts were paid under their severance agreements with the Company which are
described under "Employment Contracts and Termination of Employment
Arrangements".

The employment agreement between the Company and Mr. Kahn (the "Kahn
Agreement") established a base salary of $750,000. This base salary was
established in negotiations with Mr. Kahn and in setting the rate the Committee
considered, without giving a particular weighting to any factor, the salary paid
to chief executive officers of similarly sized companies, its goals for the
Company's future, Mr. Kahn's experience, track record and vision for the
Company, and the Company's current competitive position and financial status.

The Kahn Agreement provided that in 1994, his award under the Short-Term
Incentive Plan would be based 70% on corporate performance and 30% on certain
individual objectives. As set forth in the Kahn Agreement and in a November 1993
letter that Mr. Kahn provided to the Board of Directors prior to his acceptance
of employment, these individual goals focused on increasing stockholder wealth
"by putting SafeCard into forward gear as a consumer services company, renowned
for profitable growth, savvy marketing, high quality and total customer
satisfaction." Specifically, among Mr. Kahn's objectives were to analyze the
Company's existing resources, including its management team, key sales,
operating and marketing personnel, current methods of operation, systems
capabilities, and locations, meet with key existing and potential partners,
stockholders and financial analysts, identify and prioritize opportunities, and
invest in the existing business and in acquisitions in order to grow revenues.
The Committee determined that Mr. Kahn, as in the case of all other participants
in the Short-Term Incentive Plan, had achieved 160% of his corporate performance
target. After considering the individual goals set forth in the November 1993
letter and the Kahn Agreement, the Committee subjectively determined that Mr.
Kahn had achieved 190% of these individual goals. Accordingly, the Committee
awarded Mr. Kahn an annual incentive award of $700,000, based on 160%
achievement of corporate objectives weighted at 70% and 190% achievement of
individual objectives weighted at 30%.

Under the Kahn Agreement, his long term compensation included the grant of
options to purchase 1,000,000 shares of common stock and 5,000 shares of common
stock subject to restrictions lapsing on each of the first four anniversary
dates of his employment. The amount of stock options and restricted stock
resulted from negotiations with Mr. Kahn and reflect both the 1994 Plan
Committee's and the Board's perception of Mr. Kahn's experience and ability to
create stockholder value and the desirability of cementing the link between Mr.
Kahn's personal interests and stockholder interests.

January 23, 1995

William T. Bacon, Jr. (1994 Plan and Compensation Committees)
Marshall L. Burman (Compensation Committee)
Robert L. Dilenschneider (1994 Plan Committee)

25
<PAGE> 31

EXECUTIVE COMPENSATION

The executive compensation disclosure in the following section of this
Proxy Statement reflects compensation for the named executives.

The following table shows, for the years ending October 31, 1994, 1993 and
1992, the cash and other compensation paid or accrued and certain long-term
awards made to the named executives for all services to the Company in all
capacities:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
AWARDS
ANNUAL COMPENSATION ----------------------
-------------------------------- RESTRICTED ALL
OTHER ANNUAL STOCK OPTIONS/ OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($)(1)(3) (#) ($)(4)
- -------------------- ---- ------- ------- ------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul G. Kahn 1994 686,538 950,000 -- 63,750 1,000,000 49,227
Chairman and CEO
Francis J. Marino 1994 261,154 259,548 -- -- 300,000 21,864
Vice Chairman
G. Thomas Frankland 1994 175,000 189,875 -- -- 300,000 43,990
Vice Chairman and
Chief Financial
Officer
Robert M. Frechette 1994 128,269 147,200 -- -0- 60,000 71,626
Executive Vice
President - Sales
Dorothy S. Schechter 1994 121,635 105,000 -- 9,250 50,000 -0-
Executive Vice
President -
Marketing
Gerald R. Cahill 1994 125,000 -- -- -0- -0- 154,045
Former Chief 1993 250,000 190,000 --
Operating Officer 1992 234,273 120,000 --
W.M. Stalcup, Jr. 1994 125,000 -- -- -0- -0- 168,559
Former President 1993 250,000 190,000 --
1992 220,192 115,000 --
</TABLE>

- ---------------
(1) The amounts shown include the following signing bonuses: Mr.
Kahn -- $250,000; Mr. Marino -- $32,000; Mr. Frankland -- $32,000; and Ms.
Schechter -- $25,000, and following restricted stock grants: Mr.
Marino -- 1,000 shares with a market value on the date of grant of $18,625
vested on August 1, 1994 and Mr. Frankland -- 1,000 shares with a market
value on the date of grant of $17,875 vested on November 1, 1994.
(2) The value of all other personal benefits and perquisites received by the
executives in 1994, 1993 and 1992 was less than the required reporting
threshold which is the lesser of either $50,000 or 10% of the salary and
bonus shown above for the named executive officer.
(3) The amount shown in the table for each named executive officer is equal to
the closing market price on the date of grant multiplied by the number of
shares of restricted stock granted to such executive. Restricted stock
holdings valued as of October 31, 1994 and the restriction period are as
follows: (i) Mr. Kahn, 5,000 shares ($80,000) vesting as to 1,000 shares
after December 5, 1994, as to an additional 1,000 shares after December 5,
1995, as to an additional 2,000 shares after December 5, 1996 and as to the
remaining 1,000 shares after December 5, 1997; and (ii) Ms. Schechter, 500
shares ($8,000), vested on January 25, 1995. Dividends are paid on such
restricted stock during the restriction period.

26
<PAGE> 32

(4) Amounts shown in this column for 1994 include the following payments: (i)
for Mr. Kahn, payments of term life insurance premiums in 1994 of $3,245
and contributions to a grantor trust as a supplemental retirement benefit
of $45,982; (ii) for Mr. Marino, payments of term life insurance premiums
in 1994 of $4,389 and contributions to a grantor trust as a supplemental
retirement benefit of $17,475; (iii) for Mr. Frankland, payments of group
term life insurance premiums in 1994 of $1,955 per year, contributions to a
grantor trust as a supplemental retirement benefit of $11,693 and
relocation benefits of $30,342; (iv) for Mr. Frechette, relocation benefits
of $71,626; (v) for Mr. Cahill, contributions under the Company's 401(k)
and Profit Sharing Plan of $6,827 and payments under his severance
agreement of $147,218, including severance pay of $125,000, reimbursement
of medical insurance premiums of $2,982 and relocation benefits of $19,236;
and (vi) for Mr. Stalcup, contributions under the Company's 401(k) and
Profit Sharing Plan of $6,827 and payments under his severance agreement of
$161,732, including severance pay of $158,750 and reimbursement of medical
insurance premiums of $2,982. See "Employment Contracts and Termination of
Employment Agreements".

The following table contains information concerning the grant of stock
options made during fiscal year 1994 pursuant to the 1994 Plan.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE AT
OPTIONS/SARS ASSUMED ANNUAL RATES OF STOCK
GRANTED TO PRICE APPRECIATION FOR OPTION
OPTIONS/ EMPLOYEES IN EXERCISE OF TERM
SARS FISCAL YEAR BASE PRICE EXPIRATION --------------------------------
NAME GRANTED (#)(1)(2)(3) ($/SH) DATE 0%(4) 5%(4) 10%(4)
- ------------------------------ --------- ------------ ----------- ---------- ----- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul G. Kahn.................. 1,000,000 42% $ 12.625 12/3/2003 $ 0 $7,939,795 $20,120,999
Francis J. Marino............. 300,000 13% $ 18.94 1/23/2004 $ 0 3,573,379 9,055,645
G. Thomas Frankland........... 300,000 13% $ 17.875 4/30/2004 $ 0 3,372,447 8,546,444
Robert M. Frechette........... 60,000 3% $ 18.75 4/10/2004 $ 0 707,506 1,792,960
Dorothy S. Schechter.......... 30,000 1% $ 18.9375 1/23/2004 $ 0 357,291 905,445
20,000 1% $ 17.375 6/12/2004 $ 0 218,541 553,826
</TABLE>

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

(1) By the terms of the 1994 Plan, options granted thereunder are exercisable
over a period not to exceed ten years. Sixty percent of the options granted
to each executive in 1994 vest over a period of four years in annual
cumulative increments of 25% on each anniversary of the date of the grant.
Forty percent of the options granted to each executive vest in three equal
increments when the price of Company Common Stock trades at or above $21,
$24 and $27, respectively, over twenty consecutive days and in any case
when nine years have elapsed from the date of grant (except that the
vesting prices for Mr. Kahn are $18, $21 and $24, respectively). Under the
1994 Plan, all options will immediately vest and become exercisable in the
event that a Change in Control (as defined in the 1994 Plan) of the Company
occurs.
(2) The 1994 Plan provides that the Committee administering the Plan may award
tax bonuses to grantees under the 1994 Plan to be paid upon the exercise of
options or lapse of restrictions on restricted stock.
(3) The total number of shares granted pursuant to options to all employees
under the 1994 Plan and the Employees Stock Option Plan during fiscal year
1994 was 2,357,700. This amount does not include the approximately 537,400
shares granted in fiscal year 1994 pursuant to options and restricted stock
awards subject to stockholder approval of an increase in the number of
shares available for issuance under the 1994 Plan. See "Proposal III:
Amendment of the 1994 Long Term Stock-Based Incentive Plan".
(4) The dollar amount under the columns assumes that the market price of the
common stock from the date of the option grant appreciates at cumulative
annual rates of 0%, 5% and 10%, respectively, over the option term of ten
years. The assumed rates of 5% and 10% were established by the Commission
and therefore are not intended to forecast possible future appreciation of
the common stock. No gain to the optionees is possible without an increase
in stock price, which will benefit all stockholders commensu-

27
<PAGE> 33

rately. A zero percent increase in stock price will result in zero dollars
for the optionee. Based on a February 1, 1994 grant price ($18.825 per
share) and at an annual hypothetical appreciation of 5% for ten years, the
common stock would be valued at $30.676 per share. At the hypothetical 10%
annual appreciation rate for ten years, the common stock would be valued at
$50.42 per share.

The following table sets forth information regarding stock options
exercised in fiscal year 1994 by each of the named executive officers and the
value of the unexercised options held by these individuals as of October 31,
1994, based on the market value ($16.00) of the common stock on that date.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END (#)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------- --------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Paul G. Kahn.......................... -0- -0- 0/1,000,000 $0/$3,375,000
Francis J. Marino..................... -0- -0- 0/300,000 0/0
G. Thomas Frankland................... -0- -0- 0/300,000 0/0
Robert M. Frechette................... -0- -0- 0/60,000 0/0
Dorothy S. Schechter.................. -0- -0- 0/50,000 0/0
W.M. Stalcup, Jr...................... 290,000 $3,846,667 0/0 0/0
Gerald R. Cahill...................... 165,000 $2,050,896 0/0 0/0
</TABLE>

PERFORMANCE GRAPH

The graph below compares the cumulative annual return for the past five
fiscal years on an investment of $100 in common stock of the Company with the
cumulative annual return over the same period on an investment of $100 in each
of the Standard & Poor's 500 Stock Index, and the Business Services & Supply
Peer Group Index ("BS&S Index"), assuming reinvestment of all dividends. Each of
the indexes is weighted on a market capitalization basis at the time of each
reported data point. The BS&S Index1 is an index of 62 companies, including the
Company, CUC International and SPS Transaction Systems, originally constructed
by Bridge Information Services. For periods after 1992, this information was no
longer available from Bridge Information Services and therefore the Company
retained a consultant to recreate the index for 1993 and 1994.

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

1 The BS&S Index consists of the following companies: Tenera L. P., Education
Alternatives, Inc., General Employment Enterprises, Inc., GRC International,
Inc., Comdisco, Inc., Tiphook PLC, International Testing Services, Inc.,
General Physics Corporation, Craig Corporation, PLM International, Inc.,
Health Professionals, Inc., Union Corporation, SPS Transaction Systems, Inc.,
National Education Corporation, CDI Corporation, BET Public Ltd Co., Enterra
Corporation, Ecology & Environment, Inc., Sotheby's Holdings, Inc., CRSS,
Inc., Berlitz International, Inc., Ameriscribe Corporation, Dun & Bradstreet
Corporation, Rollins, Inc., The Olsten Corporation, SafeCard Services,
Incorporated, Ogden Corporation, Robert Half International, Inc., CUC
International, Inc., ServiceMaster L.P., Biomechanics Corporation of America,
Continental Information Systems Corp., Greiner Engineering, Inc., Joule, Inc.,
Kaneb Services, Inc., American Medical Alert Corporation, Manpower, Inc.,
Marlton Technologies, Inc., National Patent Development, Partech Holdings
Corporation, RCM Technologies, Inc., Scandinavia Company, Inc., Talley
Industries, Inc., Winston Resources, Inc., Executive Telecard Ltd., EG&G,
Inc., PLM Equipment Growth Funds I and II, Wackenhut Corporation, University
Patents, Inc., ADT Ltd., FlightSafety International, Inc., ETS International,
Inc., URS Corporation, ABM Industries, Inc., Stone & Webster, Inc., Baker
Michael Corporation, United American Healthcare Corporation, Huntingdon
International Holdings PLC., CompUSA, Inc., Brandon Systems Corporation,
Science Management Corporation, Automated Security Holdings PLC and Randers
Group, Inc. Three companies included in last year's BS&S Index, Western Energy
Management, Inc., Ameriscribe Inc., and Continental Information Systems, are
no longer publicly traded.

28
<PAGE> 34

The closing price of Company Common Stock on October 31, 1994 and March 23,
1995, as reported on the NYSE Composite Transactions Tape, was $16.00 and
$19.625 per share, respectively. Past performance of the Company Common Stock is
not necessarily indicative of future performance or trends.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

AMONG SAFECARD SERVICES, INC., THE S&P 500 INDEX AND A PEER GROUP

(GRAPH)

<TABLE>
<CAPTION>
MEASUREMENT PERIOD SAFECARD S&P 500 IN-
(FISCAL YEAR COVERED) SERVICES DEX BS&S INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 106 93 80
1991 166 124 102
1992 144 136 100
1993 241 156 124
1994 301 162 119
</TABLE>

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

* $100 invested on 10/31/89 in stock or index -- including reinvestment of
dividends. Fiscal year ending October 31.

29
<PAGE> 35

EMPLOYMENT CONTRACTS AND
TERMINATION OF EMPLOYMENT ARRANGEMENTS

Employment Agreement -- Paul G. Kahn. In December 1993, the Company named
Paul G. Kahn as its Chief Executive Officer and Chairman of its Board of
Directors. Under the Kahn Agreement, Mr. Kahn receives an annual base salary of
at least $750,000 and is entitled to participate in the annual performance-based
incentive bonus plan of the Company. See "Compensation Committee Report on
Executive Compensation". Mr. Kahn was also granted a $250,000 bonus upon
execution of the Kahn Agreement and 5,000 restricted shares of common stock with
restrictions lapsing on each of the first four anniversary dates of his
employment. Mr. Kahn was also granted options to acquire 1,000,000 shares of
common stock under the 1994 Plan.

The initial term of the Kahn Agreement expires on December 31, 1996 and
automatically renews thereafter for additional one-year terms unless either
party notifies the other within 180 days prior to any such renewal date that the
Agreement will not be extended. The Kahn Agreement provides that if Mr. Kahn
terminates his employment during the employment term for "good reason" or is
terminated by the Company during the employment term other than for "cause",
death or "disability" (all as defined in the Kahn Agreement), he will generally
be entitled to severance pay in an amount equal to 150% of the sum of his then
current base salary plus the highest amount of his incentive compensation for
any bonus period during the employment term, provided, that if the termination
occurs within three years following a "change of control" (as defined in the
Kahn Agreement), 300% will be substituted for 150%. In addition, all of his
options would immediately vest.

The Kahn Agreement also provides for certain executive benefits, including
individual life and long-term disability insurance policies, an annual executive
allowance for automobile and certain professional services, and a supplemental
retirement benefit consisting of a grantor trust to be funded by annual
contributions by the Company equal to 6.7% of Mr. Kahn's annual base salary. Mr.
Kahn is also entitled to certain of the relocation benefits (but not the
relocation bonus) provided to other Company employees, with certain adjustments.

Mr. Kahn has agreed not to compete with, solicit any key employees of, or
make any public statements critical of, the Company during the term of his
employment or for a period of twelve months thereafter.

Employment Agreement -- Francis J. Marino and G. Thomas Frankland. On
February 1, 1994, the Company named Francis J. Marino as its Vice Chairman, and
on May 1, 1994, the Company named G. Thomas Frankland as its Vice Chairman and
Chief Financial Officer. Under the Company's employment agreement with Mr.
Marino (the "Marino Agreement") and its employment agreement with Mr. Frankland
(the "Frankland Agreement"), Messrs. Marino and Frankland each receive an annual
base salary of at least $350,000 and are entitled to participate in the
Short-Term Incentive Plan of the Company. See "Compensation Committee Report on
Executive Compensation". Messrs. Marino and Frankland each was also granted a
$32,000 bonus upon execution of his employment agreement and 1,000 restricted
shares of common stock with restrictions lapsing after six months from the date
of grant. Each of Messrs. Marino and Frankland was also granted options to
acquire 300,000 shares of common stock under the 1994 Plan.

The initial terms of the Marino and Frankland Agreements expire on December
31, 1996 and automatically renew thereafter for additional one-year terms unless
either party notifies the other within 180 days prior to any such renewal date
that the Agreement will not be extended. The Marino and Frankland Agreements
contain the same provisions as the Kahn Agreement regarding severance pay due to
such officers upon termination with "good reason" or other than for "cause",
death or "disability", and upon a "change of control", and regarding vesting of
options.

The Marino and Frankland Agreements also provide for certain executive
benefits, including individual life and long-term disability insurance policies,
an annual executive allowance for automobile and certain professional services,
and for a supplemental retirement benefit consisting of a grantor trust to be
funded by annual contributions by the Company equal to 6.7% of annual base
salary. Messrs. Marino and Frankland are

30
<PAGE> 36

also entitled to certain of the relocation benefits (but not the relocation
bonus) provided to other Company employees, with certain adjustments.

Messrs. Marino and Frankland have agreed not to compete with, solicit any
key employees of, or make any public statements critical of, the Company during
the term of their employment or for a period of twelve months thereafter.

Agreement with Full and Final Release of Claims -- Gerald R. Cahill and W.
M. Stalcup, Jr. The Company has entered into an agreement with Gerald R. Cahill
(the "Cahill Agreement") in connection with his termination of employment with
the Company. Under the Cahill Agreement, the Company has agreed to make
bi-weekly payments of $9,615.38 through December 31, 1995, reimburse certain
relocation expenses, continue medical and dental coverage for Mr. Cahill and his
family for a maximum of eighteen months and release Mr. Cahill from any claims
the Company may have against him (subject to certain exceptions). In return, Mr.
Cahill released the Company from all claims he may have against it and agreed to
keep all proprietary Company information confidential, not to engage in certain
business activities for two (2) years and to comply with certain other
conditions.

W. M. Stalcup, Jr. and the Company have entered into an Agreement and Full
and Final Release of Claims (the "Stalcup Agreement") pursuant to which the
Company has agreed to provide separation pay of $539,041 payable bi-weekly until
June 26, 1996, eight quarterly payments of $16,875 and continued medical
insurance for a maximum of eighteen months. In return, Mr. Stalcup released the
Company from any claims he may have had against it and agreed to keep all
proprietary Company information confidential, not to engage in or render
services or advice to any "competing business" (as defined in the Stalcup
Agreement) for a period of twelve (12) months and to comply with certain other
conditions.

Executive Agreements. The Company has executive agreements with Mr.
Frechette and Ms. Schechter and certain other officers. The executive agreements
provide that if, following a "change of control" of the Company, an executive's
employment is terminated by the Company other than for "cause", retirement,
"disability" or death, or by the officer for "good reason" (all as defined in
the executive agreements), the executive will be entitled to receive (i) a lump
sum payment equal to one year's base salary; (ii) immediate vesting of all stock
options and restricted stock grants; (iii) twelve months of medical insurance
coverage reimbursed by the Company; (iv) if the Company pays such bonus to
others in the executive's class, the bonus that the executive would have earned
under the Company's Short-Term Incentive Plan, prorated for the executive's
length of service; (v) certain outplacement assistance; and (vi) any amounts
accrued and owing to the executive prior to termination. If the Company
terminates the executive other than for "cause", death, "disability" or
retirement prior to a "change in control", the executive will be entitled to
receive the benefits described in the foregoing sentence except that the vesting
of any options or restricted stock will not be accelerated and no bonus payments
will be made to the executive.

CERTAIN TRANSACTIONS AND OTHER MATTERS

Steven J. Halmos. After his resignation as Chief Executive Officer and a
director on December 19, 1992, Steven J. Halmos acted as Advisor on Marketing
and Operational Strategy pursuant to a written agreement with the Company (as
amended and restated as of April 1, 1993, the "Steven J. Halmos Agreement"). On
May 26, 1994, the Company reached a settlement with Steven J. Halmos to
terminate the Steven J. Halmos Agreement and various other agreements between
the Company and Mr. Halmos that provided for payments to Mr. Halmos of
$2,000,000 a year through March 31, 1998. The settlement, which arose in
connection with the Company's management restructuring in April 1994 and a
related decision to cease using Mr. Halmos' services, resulted in a $4,400,000
cash payment to Mr. Halmos. Subsequent to his termination, Mr. Halmos exercised
options to purchase 3,900,000 shares of the common stock at exercise prices of
$5.50 and $5.125 per share.

31
<PAGE> 37

Wright Express Corporation. In September 1994, the Company acquired Wright
Express Corporation for $35.5 million in cash. Mr. Kahn was a director of Wright
Express Corporation and as a director had received an option to purchase 25,000
shares of Wright Express common stock. During negotiations between the Company
and Wright Express Corporation, Mr. Kahn did not attend any meetings or
participate in any discussions of the Board of Directors of Wright Express
Corporation and abstained from voting on the acquisition by the Company's Board
of Directors. Mr. Kahn also surrendered for no consideration his options to
purchase Wright Express common stock which he otherwise could have exercised and
sold in the merger with the Company.

Museum Art Properties, Inc. Effective September 1994, the Company entered
into an agreement with Museum Art Properties, Inc. ("MAP") pursuant to which the
Company was granted a license to market certain consumer products and for which
it will pay MAP certain royalties and other fees from the sale of such products.
In 1994, the Company paid a promotion fee of $250,000 upon award of the license
and an advance against royalties of $1,500,000 to MAP. In addition, provided
that the Company conducts sales under the agreement, the Company has guaranteed
certain royalties to MAP in 1996 and 1997. Mr. Dilenschneider, one of the
Company's directors, is a director and 10% stockholder of MAP.

Public Relations and Investor Relations. The Dilenschneider Group, Inc., a
company owned by one of the Company's directors, and Eugene Miller, another of
the Company's directors, provided certain consulting services to the Company in
1994. See "Governance of the Company -- Directors' Fees and Other Compensation".

PROPOSAL III:

AMENDMENT OF THE 1994 LONG TERM STOCK-BASED INCENTIVE PLAN

The Company seeks stockholder approval of an amendment to the 1994 Plan to
increase the number of shares available for issuance under the 1994 Plan by
1,340,000 shares to an aggregate of 3,740,000 shares of common stock. The
stockholders approved the 1994 Plan, which provides for the granting of stock
options, stock appreciation rights ("SARs") and restricted stock (collectively
or individually, "Awards") to directors, officers and employees of the Company
("Participants") at the 1994 Annual Meeting.

The 1994 Plan currently provides for a maximum of 2,400,000 shares to be
issued under the plan. During 1994, the Company granted options to each employee
at the manager level and above upon their joining the Company. As of March 1,
1995, restricted stock and options to acquire an aggregate of 2,328,950 shares
have been granted to approximately 55 employees at the manager level or higher
under the 1994 Plan; restricted stock and options to acquire an aggregate of
909,600 additional shares have been granted to approximately 180 employees of
the Company at the manager level or higher, subject to stockholder approval of
this amendment to the 1994 Plan. The options granted subject to stockholder
approval will become null and void if the stockholders do not approve the
amendment to the 1994 Plan.

The Board of Directors believes that the award of stock-based incentives
under the 1994 Plan instills a sense of ownership in its employees that will
enable the Company to achieve its stated goals of faster growth and improved
profitability. The increase in shares authorized for issuance under the 1994
Plan is necessary to enable the Company to fulfill its commitment to the 180
employees who have received Awards subject to stockholder approval. The
additional shares will also enable the Company to continue to reward and
motivate the dedicated individuals who will make it possible for the Company to
reach its goals.

32
<PAGE> 38

The per share high and low prices of the common stock on March 23, 1995
were $19.625 and $19.125, respectively. Awards of stock options and restricted
stock as of March 23, 1995 are shown on the following table:

<TABLE>
<CAPTION>
NUMBER OF OPTIONS NUMBER OF RESTRICTED
NUMBER NUMBER OF GRANTED SUBJECT TO SHARES GRANTED SUBJECT
OF OPTIONS RESTRICTED SHARES STOCKHOLDER APPROVAL TO STOCKHOLDER APPROVAL
GRANTED GRANTED OF THE AMENDMENT OF THE AMENDMENT
---------- ----------------- --------------------- -----------------------
<S> <C> <C> <C> <C>
Paul G. Kahn.................. 1,000,000 5,000 -0- -0-
Francis J. Marino............. 300,000 1,000 -0- -0-
G. Thomas Frankland........... 300,000 1,000 -0- -0-
Robert M. Frechette........... 60,000 -0- -0- -0-
Dorothy S. Schechter.......... 50,000 500 -0- -0-
W.M. Stalcup, Jr.............. -0- -0- -0- -0-
Gerald R. Cahill.............. -0- -0- -0- -0-
John R. Birk.................. -0- -0- 300,000 1,000
All current executive officers
as a group.................. 1,940,000 10,000 300,000 1,000
All current non-employee
directors and nominees, who
are not executive officers,
as a group.................. 100,000 -0- -0- -0-
All employees, including
current officers who are not
executive officers, as a
group....................... 275,000 3,950 607,600 1,000
Each associate of any
director, nominee or
executive officer*.......... 10,000 400 -0- -0-
</TABLE>

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

* The amounts shown reflect Awards to the spouse of Ms. Schechter, who is an
employee of the Company. Only directors, officers and employees are eligible
to participate in the 1994 Plan.

For more information on the Company's compensation philosophy and the terms
of awards under the 1994 Plan, see the "Compensation Committee Report on
Executive Compensation" and the table entitled "Option Grants in Last Fiscal
Year".

The 1994 Plan was administered by the 1994 Plan Committee until September
1994, at which time the Compensation Committee assumed responsibility for the
1994 Plan. Both the 1994 Plan Committee and Compensation Committee are comprised
exclusively of non-employee directors. The committee administering the 1994 Plan
(the "Committee") has discretion to select the Participants to whom Awards will
be granted and to determine the type, size and terms of each Award, and to make
all other determinations which it deems necessary or desirable in the
interpretation and administration of the 1994 Plan, except that the Committee
may not grant (i) Awards to any Participant in any fiscal year for more than
400,000 shares (with the exception of 1,000,000 shares reserved for issuance as
stock options and 5,000 shares of restricted stock to be granted to a new Chief
Executive Officer); (ii) Awards of restricted stock aggregating more than 10% of
the total shares covered by the 1994 Plan; or (iii) more than 3% of the total
shares covered by the 1994 Plan as restricted stock with less than a three year
restriction period. The Committee has the authority to administer, construe and
interpret the 1994 Plan, and its decisions are final, binding and conclusive.

In March 1994, the Board adopted a policy that it would not consider or act
upon (i) the repricing of options without stockholder approval and (ii) in the
absence of special circumstances, a waiver or lapse of restrictions contained in
awards of restricted stock.

Common stock issued under the 1994 Plan may be either newly issued shares,
treasury shares, reacquired shares or any combination thereof. Unless prohibited
by Rule 16b-3 under Section 16 of the Exchange Act, if any Award is cancelled,
terminates or expires unexercised, the shares which were issued or would
otherwise have been issuable pursuant thereto will become available for new
Awards.

33
<PAGE> 39

AWARDS UNDER THE 1994 PLAN

Stock Options. A stock option ("Option"), which may be a non-qualified or
an incentive stock option for federal income tax purposes, is the right to
purchase a specified number of shares of common stock at a price ("Option
Price") fixed by the Committee. The Option Price may be no less than the fair
market value (as defined in the 1994 Plan) of the underlying common stock on the
date of grant. As a consequence, Options benefit the Participant only when a
rising stock price benefits all stockholders and thus aligns stockholder and
executive long-term interests. Options are not transferable during the
Participant's lifetime and will generally expire not later than ten years after
the date on which they are granted. Options become exercisable at such times and
in such installments as the Committee shall determine. Payment of the Option
Price must be made in full at the time of exercise in cash or by other means
that the Committee deems appropriate.

No Option may be exercised unless the holder has been, at all times during
the period from the date of grant through the date of exercise, employed by or
performing services for the Company or one of its affiliates, provided that the
Committee may determine that such exercise may be made for certain periods
following the date on which a Participant ceases to be employed by or performing
services for the Company or one of its affiliates.

Stock Appreciation Rights. An SAR may be granted alone or in tandem with
Options or other Awards and may not be exercised for at least six months after
the date of grant. Upon exercise of an SAR, the holder must surrender the SAR
and surrender unexercised any related Option or other Award, and the holder will
receive, at the election of the Committee, cash, common shares or other
consideration equal in value to (or, in the discretion of the Committee, less
than) the difference between the exercise price or Option Price per share and
the fair market value per share on the date preceding the date of exercise,
multiplied by the number of shares subject to the SAR or Option or other award.
A Participant to whom an Award of an Option or SAR is made has no rights as a
stockholder with respect to any shares issuable pursuant to any such Option or
SAR until the date of issuance of the stock certificate for such shares upon
payment of the Option Price or settlement of the SAR.

Restricted Stock. Restricted stock is common stock which is subject to
restrictions against transfer and such other restrictions as the Committee may
determine. Such restrictions as specified by the Committee may lapse based on
the Participant's length of service or satisfaction of other performance related
conditions. Unless the Committee determines otherwise, prior to the expiration
of the restricted period, a Participant who has received restricted stock has
the right to vote and to receive dividends on the shares subject to the Award.

ADDITIONAL INFORMATION

If there is any change in the outstanding common shares by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
spin-off, split-up, issuance of warrants or rights or debentures, stock
dividend, stock split or reverse stock split, cash dividend, property dividend,
combination or exchange of shares, repurchase of shares, change in corporate
structure or otherwise, the Committee has the authority to determine
conclusively the appropriate adjustments, if any, to the maximum number of
shares with respect to which Awards or Options may be granted under the 1994
Plan and to the number of shares which are subject to outstanding Options or
Awards and the purchase price therefor, if applicable.

Generally, a Participant's rights under the 1994 Plan may not be assigned
or transferred (except in the event of death). The Company may permit a
Participant to pay taxes required to be withheld with respect to an Award in any
appropriate manner (including, without limitation, by the surrender to the
Company of common shares owned by such person or common shares that would
otherwise be distributed, or have been distributed, as the case may be, pursuant
to such Award).

All outstanding Awards will become immediately and fully vested and
exercisable upon a "Change in Control" of the Company (as defined under the 1994
Plan). Unless approved by a majority of the directors then in office who were
also directors immediately after the adoption of the 1994 Plan, the following
events are defined as a Change in Control: (i) the acquisition by any person of
direct or indirect beneficial ownership of 25% of the combined voting power of
the Company's then outstanding securities; (ii) an exchange or tender

34
<PAGE> 40

offer for the common stock; (iii) stockholder approval of a merger or
consolidation of the Company unless the Company is the surviving corporation and
no capital reorganization or reclassification or other change in the Company's
then-outstanding shares of common stock occurs, a sale or disposition of all or
substantially all of the Company's assets, or liquidation or dissolution of the
Company; or (iv) turnover of more than one third of the directors in a two-year
period, unless the nomination or election of each new director was approved by
at least two thirds of the directors then still in office who were directors at
the beginning of the two-year period.

The expenses of the 1994 Plan are borne by the Company. Unless earlier
terminated by the Board of Directors, the 1994 Plan will terminate on December
4, 2003. The Board of Directors may amend the 1994 Plan, but no such amendment
shall be effective unless and until the same is approved by stockholders of the
Company where the absence of stockholder approval would adversely affect the
compliance of the 1994 Plan with Rule 16b-3 promulgated under the Exchange Act,
or other applicable law or regulation. Rule 16b-3 currently requires stockholder
approval if the amendment would, among other things, materially increase the
benefits accruing to Participants under the 1994 Plan.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF OPTIONS

Tax counsel for the Company has advised that under current law certain of
the federal income tax consequences to Participants and their employers of
Options granted under the 1994 Plan should generally be as set forth in the
following summary.

An employee to whom an incentive Option which qualifies under Section 422
of the Code is granted will not recognize income at the time of grant or
exercise of such Option. No federal income tax deduction will be allowable to
the optionee's employer upon the grant or exercise of such Option. However, upon
the exercise of an incentive Option, special alternative minimum tax rules apply
for the optionee. When the optionee sells such shares more than one year after
the date of transfer of such shares and more than two years after the date of
grant of such Option, the optionee will normally recognize a long-term capital
gain or loss equal to the difference, if any, between the sales price of such
shares and the Option Price. If the optionee does not hold such shares for this
period, when the optionee sells such shares, the optionee will recognize
ordinary compensation income and possibly capital gain or loss in such amounts
as are prescribed by the Code and regulations thereunder. Subject to applicable
provisions of the Code and regulations thereunder, the optionee's employer will
generally be entitled to a federal income tax deduction in the amount of such
ordinary compensation income.

An individual to whom a non-qualified Option is granted will not recognize
income at the time of grant of such Option. When the optionee exercises such
non-qualified Option, the optionee will recognize ordinary compensation income
equal to the difference, if any, between the Option Price paid and the fair
market value, as of the date of Option exercise, of the shares the optionee
receives. Any compensation includable in the gross income of an employee in
respect of a non-qualified Option will be subject to appropriate federal income
and employment taxes. The tax basis of such shares to such optionee will be
equal to the Option Price paid plus the amount includable in the optionee's
gross income, and the optionee's holding period for such shares will commence on
the day on which the optionee recognized taxable income in respect of such
shares. Subject to applicable provisions of the Code and regulations thereunder,
the employer of such optionee will generally be entitled to a federal income tax
deduction in respect of non-qualified Options in an amount equal to the ordinary
compensation income recognized by the optionee.

The discussion set forth above does not purport to be a complete analysis
of all potential tax consequences relevant to recipients of Options or their
employers or to describe tax consequences based on particular circumstances and
does not address Awards other than Options. It is based on federal income tax
law and interpretational authorities as of the date of this Proxy Statement,
which are subject to change at any time.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors believes that Awards under the 1994 Plan align
management and stockholder long-term interest. The Company has granted stock
options to all existing and new employees at the manager level and higher. With
the growth of the Company's management team, additional shares are needed to
enable

35
<PAGE> 41

the Company to attract qualified employees and to create the dedicated team
necessary to achieve the Company's goal of increasing stockholder value through
faster growth and improved profitability. Accordingly, the Board believes that
the proposal to increase the number of shares available for issuance under the
1994 Plan is in the best interests of the Company and its stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF THE COMPANY'S
1994 LONG TERM STOCK-BASED INCENTIVE PLAN.

VOTE REQUIRED FOR APPROVAL

Approval by the affirmative vote of the holders of a majority of the common
shares of the Company present in person or represented by proxy at the Annual
Meeting and entitled to vote on the subject matter is required for approval of
the amendment to the 1994 Plan.

PROPOSAL IV:

DIRECTORS STOCK PLAN

Directors are compensated for their service to the Company as described in
"Directors' Fees and Other Compensation". The summary set forth below is subject
to and qualified by the complete terms of the Directors Stock Plan (the
"Directors Plan") which is attached as Appendix D to this Proxy Statement.

In January 1995, the Board of Directors adopted the Directors Plan pursuant
to which non-employee directors may elect to receive their retainer and/or
meeting fees in common stock. The Directors Plan also reduces the standard grant
to new directors of an option to purchase 100,000 shares of common stock vesting
after one year of service to an option to purchase 15,000 shares of common stock
vesting in the same manner as options granted to senior officers under the 1994
Plan. The adoption of the Directors Plan should increase the amount of
compensation paid to directors in the form of common stock so that directors'
interests will be closely linked with stockholders' interests. The Directors
Plan is also intended to be a formula plan within the meaning of Rule 16b-3
promulgated by the Commission under Section 16(b) of the Exchange Act, and thus,
directors receiving options under the Directors Plan will not be disqualified
from administering the Company's other stock-based incentive plans.

The Directors Plan provides that each director initially appointed or
elected to the Board of Directors after December 31, 1994 shall receive a
one-time grant of a non-qualified option to purchase 15,000 shares of common
stock with an exercise price equal to the closing price of the common stock on
the date of such director's appointment or election to the Board of Directors.
The option will have similar terms as the options granted under the 1994 Plan.
(See the footnotes to the table entitled "Option Grants in Last Fiscal Year".)
The option will be exercisable over a period of ten years. Sixty percent of the
option (9,000 shares) granted to each director will vest over a period of four
years in annual cumulative increments of twenty-five percent on each anniversary
of the date of the grant. Forty percent of the option (6,000 shares) granted to
each director will vest in three equal increments when the price of the common
stock trades at or above certain stock price hurdles for twenty consecutive
trading days. The stock price hurdles used under the Directors Plan will be the
same stock price hurdles established from time to time for options granted under
the 1994 Plan. As of January 1995, the stock price hurdles under the 1994 Plan
and consequently the Directors Plan are $21, $24 and $27 per share,
respectively. In any event, as under the 1994 Plan, the hurdle-vesting portion
of the option will vest nine years from the date of grant.

If a director's service to the Company is terminated because of disability,
death or retirement from the Board of Directors, the outstanding option to the
extent not yet vested shall fully vest, and the director or the director's legal
representative will have six months after such termination to exercise the
option. If a director's service to the Company is terminated for any reason
other than disability, death or retirement from the Board of Directors, such
director will have thirty days to exercise the option to the extent vested at
the time of such termination.

36
<PAGE> 42

The Directors Plan also enables non-employee directors to elect to take
their retainer and meeting fees in the form of common stock through an
irrevocable election made six months in advance.

The Directors Plan is administered by the Compensation Committee, which is
comprised exclusively of non-employee directors. In administering the Directors
Plan, the Compensation Committee will have no discretion to determine the
directors to whom options will be granted, the date and frequency of option
grants, the number of shares subject to an option or the exercise price.

The Directors Plan reserves 105,000 shares of common stock for issuance.
Common stock issued under the Directors Plan may be either newly issued shares,
treasury shares, reacquired shares or any combination thereof. Unless prohibited
by Rule 16b-3 under Section 16(b) of the Exchange Act, if any option is
cancelled, the shares subject to the option will become available for new grants
under the Directors Plan.

ADDITIONAL INFORMATION

If there is any change in the outstanding common stock by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
spin-off, split-up, issuance of warrants or rights or debentures, stock
dividend, stock split or reverse stock split, cash dividend, property dividend,
combination or exchange of shares, repurchase of shares, change in corporate
structure or otherwise, the maximum number of shares under the Directors Plan
and the number of shares which are subject to outstanding options will be
appropriately adjusted.

Generally, options granted under the Directors Plan may not be assigned or
transferred (except in the event of death). The Company may permit an optionee
to pay taxes required to be withheld with respect to an option exercise in any
appropriate manner (including, without limitation, by the surrender to the
Company of common shares that would otherwise be distributed pursuant to such
option).

All outstanding options will become immediately and fully vested and
exercisable upon a "Change in Control" (as defined under the Directors Plan).
Unless approved by a majority of the directors then in office who were also
directors immediately after the adoption of the Directors Plan, the following
events are defined as a Change in Control: (i) the acquisition by any person of
direct or indirect beneficial ownership of 25% of the combined voting power of
the Company's then outstanding securities; (ii) an exchange or tender offer for
the common stock; (iii) stockholder approval of a merger or consolidation of the
Company unless the Company is the surviving corporation and no capital
reorganization or reclassification or other change in the Company's
then-outstanding shares of common stock occurs, a sale or disposition of all or
substantially all of the Company's assets, or liquidation or dissolution of the
Company; or (iv) turnover of more than one third of the directors in a two-year
period, unless the nomination or election of each new director was approved by
at least two thirds of the directors then still in office who were directors at
the beginning of the two-year period.

The expenses of the Directors Plan are borne by the Company. Subject to
stockholder approval of the Directors Plan, each of Mr. Bush and Dr. Herbert has
been granted an option to acquire 15,000 shares of common stock exercisable
until January 23, 2005 at an exercise price of $17.875, the closing price of the
common stock on January 24, 1995, the date of such directors' appointments to
the Board of Directors. Sixty percent (9,000 shares) of such option will vest in
equal increments over four years and forty percent (6,000 shares) of such option
will vest in three equal installments when the common stock trades at or above
$21, $24, and $27, respectively, over a period of twenty consecutive trading
days, or in any event, when nine years have elapsed from the date of grant.

Unless earlier terminated by the Board of Directors, the Directors Plan
will terminate on January 30, 2005. The Board of Directors may amend or
terminate the Directors Plan as it deems advisable. However, any amendment
revising the amount, timing, formula or eligible participants may not be made
more frequently than every six months, unless such an amendment is required to
comply with the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules promulgated thereunder.

37
<PAGE> 43

The federal income tax consequences of options granted under the Directors
Plan are the same as those described for non-qualified options granted under the
1994 Plan. See "Proposal III: Amendment of the 1994 Long Term Stock-Based
Incentive Plan; Certain Federal Income Tax Consequences of Options".

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors believes that it is in the best interests of the
Company and its stockholders to adopt the Directors Plan. In conjunction with
its adoption, the amount of shares subject to stock options granted to new
directors will be reduced to 15,000 shares from 100,000 shares. By enabling
directors to elect to receive their retainer and fees in common stock, the
Company's directors will begin to accumulate larger holdings of common stock
which should encourage an even sharper focus on increasing stockholder value.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE DIRECTORS
STOCK PLAN.

VOTE REQUIRED FOR APPROVAL

Approval by the affirmative vote of the holders of a majority of the common
shares of the Company present in person or represented by proxy at the meeting
and entitled to vote is required for approval of the Directors Plan.

PROPOSAL V:

RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Board of Directors recommends to the stockholders their ratification of
its selection of Price Waterhouse LLP, independent accountants, to audit the
accounts of the Company and its subsidiaries for 1995.

In the event the stockholders fail to ratify the appointment, the Board of
Directors will consider it a direction to select other accountants for the
subsequent year. Even if the selection is ratified, the Board of Directors, in
its discretion, may direct the appointment of a new independent accounting firm
at any time during the year, if the Board feels that such a change would be in
the best interests of the Company and its stockholders.

Price Waterhouse LLP has been serving as the Company's independent
accountants since 1988. Partners and non-partner personnel are rotated on a
periodic basis. A representative of Price Waterhouse LLP will be present at the
Annual Meeting with the opportunity to make a statement if he or she desires to
do so and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF PRICE
WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS FOR THE CURRENT YEAR.

OTHER MATTERS

Management does not know of any business to be transacted at the Annual
Meeting other than as indicated herein. However, certain stockholders may
present topics for discussion from the floor. Should any matter other than as
indicated herein properly come before the meeting for a vote, the persons
designated as proxies will vote thereon in accordance with their best judgment.

COMPLIANCE WITH SECTION 16(A)

Section 16(a) of the Exchange Act requires executive officers, directors
and persons who beneficially own more than ten percent of the Company's stock,
to file initial reports of their beneficial ownership and reports of changes in
such ownership with the Commission; copies of such reports also are required to
be filed with the Company. Based solely on a review of the copies of such
reports furnished to the Company and written representations from the executive
officers and directors that no Form 5 reports were required, the following
exceptions with regard to compliance were noted: Mr. Petway filed one late Form
4 relating to one purchase of common shares after his appointment to the Board
of Directors; the Form 3 for Susan R. Gottesmann, Senior Vice President-Human
Resources, failed to disclose certain shares of common stock which she purchased
in

38
<PAGE> 44

1981; and the Form 3 for Mr. Frechette failed to disclose certain shares of
common stock which he purchased in January 1994 prior to joining the Company. In
addition, Joanne Seehousen, a former executive officer of the Company, failed to
provide the Company with a copy of her report or a written representation that
no filing was needed with regard to her beneficial ownership of the Company's
stock.

COST OF PROXY SOLICITATION

The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited on behalf of the Company by directors, officers or employees of the
Company in person or by telephone, mail, facsimile transmission or telegram. The
Company has engaged the firm of D. F. King & Co., Inc. to assist the Company in
the solicitation of proxies. The Company has agreed to pay D. F. King & Co.,
Inc. a fee of $12,500 plus expenses for these services.

The Company will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their expenses, in accordance with the regulations
of the Commission, the NYSE and other exchanges, for sending proxies and proxy
material to the beneficial owners of the common stock.

1996 STOCKHOLDER PROPOSALS

If a stockholder wishes to have a proposal considered for inclusion in the
Company's proxy solicitation materials in connection with the 1996 annual
meeting of stockholders, which it is presently contemplated will be held on or
about May 15, 1996, the proposal must comply with the Commission's proxy rules,
be stated in writing and be submitted on or before November 30, 1995, to the
Company at 7596 Centurion Parkway, Jacksonville, Florida 32256, Attention: Vice
President and Corporate Secretary. All such proposals should be sent by
certified mail, return receipt requested.

Excluding stockholder proposals to be included in the Company's proxy
materials, a stockholder is required to comply with the Company By-laws with
respect to any proposal to be presented for action at an annual meeting of
stockholders. The Company By-laws generally require each written proposal to be
delivered to or mailed and received by the Secretary of the Company at its
principal executive office not less than 60 days nor more than 90 days prior to
the date of the annual meeting, among other conditions. The notice must include
certain additional information as specified in the Company By-laws.

If a stockholder wishes to nominate a candidate for election as director at
any annual meeting of stockholders, the stockholder must comply with the Company
By-laws with respect to director nominations. Written notice of the
stockholder's intent to nominate a director must be given to the Secretary of
the Company at its principal executive office generally not less than 60 days
nor more than 90 days prior to the date of the annual meeting. Such written
notice must include certain additional information as specified in the Company
By-laws.

Stockholders who wish to make proposals or nominate directors should review
the Company By-laws.

* * * *

Copies of all documents incorporated by reference in this Proxy Statement
may be obtained by writing to the Vice President of Investor Relations, 7596
Centurion Parkway, Jacksonville, Florida 32256.

You are urged to sign, date and promptly mail the enclosed proxy in the
prepaid envelope provided for such purpose. Prompt return of your proxy may save
your Company additional solicitation expense.

We encourage all stockholders to attend the Annual Meeting of Stockholders
on April 27, 1995. If you will need special assistance at the meeting because of
a disability, please contact the Secretary of the Company at the address above.

39
<PAGE> 45

APPENDIX A

PLAN OF REORGANIZATION AND AGREEMENT OF MERGER

THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER, dated as of January
23, 1995 (this "Agreement"), is entered into by and among SafeCard Services,
Incorporated, a Delaware corporation (the "Company"), Ideon Group, Inc. a
Delaware corporation and wholly-owned subsidiary of the Company ("Ideon"), and
Ideon Merger Company, a Delaware corporation and a wholly-owned subsidiary of
Ideon ("IMC").

WHEREAS, the Company has authorized capital stock of 35,000,000 shares of
common stock, $.01 par value (the "Company Common Stock"), of which 28,933,599
shares were issued and outstanding on January 20, 1995;

WHEREAS, Ideon has authorized capital stock consisting of 35,000,000 shares
of common stock, $.01 par value (the "Ideon Common Stock"), of which 100 shares
are issued and outstanding on the date hereof and owned by the Company;

WHEREAS, IMC has authorized capital stock consisting of 1,000 shares of
common stock, $.01 par value ("IMC Common Stock"), of which 100 shares are
issued and outstanding on the date hereof and owned by Ideon;

WHEREAS, the Boards of Directors of the Company and IMC have approved a
reorganization and merger (the "Merger") pursuant to which IMC will be merged
with and into the Company, with the Company being the surviving corporation; and

WHEREAS, consummation of the Merger requires the affirmative vote of the
holders of a majority of the outstanding shares of Company Common Stock.

NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the Company, Ideon and IMC hereby agree as follows:

1. Merger. Subject to the terms and conditions hereinafter set forth,
IMC shall be merged with and into the Company, with the Company being the
surviving corporation. The Merger shall be effective if and when a properly
executed certificate or agreement of merger consistent with the terms of
this Agreement and the General Corporation Law of the State of Delaware
(the "DGCL"), together with any other documents required by law to be filed
to effectuate the Merger, shall be filed with the Secretary of State of the
State of Delaware (the "Effective Time" of the Merger).

2. Governing Documents. The Company shall be the surviving
corporation in the Merger (sometimes referred to herein as the "Surviving
Corporation"), and the Surviving Corporation shall continue its existence
under the laws of the State of Delaware. The Certificate of Incorporation
of IMC, as in effect immediately prior to the Effective Time, shall be the
Certificate of Incorporation of the Surviving Corporation, without change
or amendment until thereafter amended, and the By-laws of IMC, as in effect
immediately prior to the Effective Time, shall be the By-laws of the
Surviving Corporation, without change or amendment until thereafter
amended.

3. Directors and Officers. At the Effective Time, the directors of
the Company and the officers of the Company, in each case immediately prior
to the Effective Time, shall be the directors and officers of Ideon,
respectively. All such directors and officers shall hold office in
accordance with the Ideon Certificate and the Ideon By-laws.

4. Succession. At the Effective Time, the separate corporate
existence of IMC shall cease, and the Company shall succeed IMC in the
manner set forth in Section 259 of the DGCL.

A-1
<PAGE> 46

5. Conversion of Shares. At the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof:

5.1 Each share of the Company Common Stock issued and outstanding
immediately prior to the Effective Time shall be changed and converted
into one validly issued, fully paid and non-assessable share of Ideon
Common Stock; and each right to receive from the Company shares of
Company Common Stock shall be changed and converted into a right to
receive an equal number of shares of Ideon Common Stock upon the same
terms and subject to the same conditions;

5.2 Each share of Ideon Common Stock issued and outstanding
immediately prior to the Effective Time shall be cancelled and retired
and shall resume the status of authorized and unissued shares of Ideon
Common Stock; and

5.3 Each share of IMC Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into and
become one validly issued, fully paid and nonassessable share of common
stock, $.01 par value, of the Surviving Corporation, which will become a
wholly-owned subsidiary of Ideon.

6. Conditions to the Merger. The consummation of the Merger is
subject to the conditions that (i) the Merger shall have received the
approval of a majority of the outstanding shares of Company Common Stock;
(ii) the Company shall have received an opinion of counsel substantially to
the effect that, on the basis of facts, representations and assumptions set
forth in such opinion which are consistent with the state of facts at the
Effective Time, the Merger will be treated for federal income tax purposes
as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended, and that accordingly (a) no gain or loss
will be recognized by the Company, Ideon, the Surviving Corporation or IMC
as a result of the Merger, (b) no gain or loss will be recognized by the
stockholders of the Company upon conversion of their shares to Ideon Common
Stock pursuant to the Merger, and (c) the tax basis of the Ideon Common
Stock issuable pursuant to the Merger will be the same as the Company
Common Stock converted therefor; (iii) the registration statement for the
shares of Ideon Common Stock issuable pursuant to the Merger, including the
proxy statement included therein, shall have been declared effective and
shall not be subject to a stop order or any threatened stop order; and (iv)
the shares of Ideon Common Stock issuable pursuant to the Merger shall have
been authorized for listing on the New York Stock Exchange upon official
notice of issuance.

7. Stock Certificates. At and after the Effective Time of the Merger,
all of the outstanding certificates which immediately prior to the
Effective Time of the Merger evidenced shares of Company Common Stock shall
be deemed for all purposes to evidence ownership of, and to represent,
shares of Ideon Common Stock into which the shares of Company Common Stock
formerly evidenced by such certificates have been converted as herein
provided. The registered owner on the books and records of Ideon or its
transfer agents of each outstanding certificate evidencing shares of
Company Common Stock, until such certificate shall have been surrendered
for transfer or conversion or otherwise accounted for to Ideon or its
transfer agents, has and is entitled to exercise any and all voting and
other rights with respect to, and to receive any and all dividends and
other distributions upon, the shares of Ideon Common Stock of which such
person is the owner.

8. Further Assurances. From time to time, as and when required by the
Surviving Corporation, or by its successors or assigns, there shall be
executed and delivered on behalf of IMC such deeds and other instruments,
and there shall be taken or caused to be taken by it all such further and
other action as shall be appropriate or necessary to vest, perfect, or
confirm, of record or otherwise, in the Surviving Corporation the title to
and possession of all property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of IMC, and otherwise carry
out the purposes of this Agreement; and the officers and directors of the
Surviving Corporation are fully authorized, in the name and on behalf of
IMC or otherwise, to take any and all such action and to execute and
deliver any and all such deeds and instruments.

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9. Employee Option and Benefit Plans. Each option or other right to
purchase or otherwise acquire shares of Company Common Stock granted under
(i) any employee option, stock purchase, retirement or benefit plan of the
Company, or (ii) any other employee option, stock purchase, retirement, or
benefit plan of any subsidiary of the Company for which the Company has
agreed to provide shares of Company Common Stock (collectively, the
"Plans"), which is outstanding immediately prior to the Effective Time
shall, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into and become an option or right to acquire
(and Ideon hereby assumes the obligation to deliver) the same number of
shares of Ideon Common Stock at the same price per share, and upon the same
terms and subject to the same conditions, as set forth in each of such
Plans as in effect at the Effective Time. The same number of shares of
Ideon Common Stock shall be reserved for purposes of such Plans as is equal
to the number of shares of Company Common Stock so reserved as of the
Effective Time. Ideon hereby assumes, as of the Effective Time, (x) the
Plans and all obligations of the Company under the Plans, including the
outstanding options or awards or portions thereof granted pursuant to the
Plans, and (y) all obligations of the Company under all other employee
benefit plans in effect as of the Effective Time with respect to which
employee rights or accrued benefits are outstanding as of the Effective
Time. The Plans shall be amended so that all references to the Company
therein shall refer to Ideon.

10. Other Rights. Each other right to purchase or otherwise acquire
shares of Company Common Stock granted under all other agreements, options
or instruments to which the Company is a party or pursuant to which the
Company has agreed to provide shares of Company Common Stock (collectively,
the "Instruments"), which are outstanding immediately prior to the
Effective Time shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into and become an option or right
to acquire (and Ideon hereby assumes the obligation to deliver) the same
number of shares of Ideon Common Stock at the same price per share, and
upon the terms and subject to the same conditions, as set forth in each of
the Instruments as in effect at the Effective Time. The same number of
shares of Ideon Common Stock shall be reserved for purposes of the
Instruments as is equal to the number of shares of Company Common Stock so
reserved as of the Effective Time.

11. Amendments; Abandonment. Subject to applicable law, this
Agreement may be amended, modified or supplemented by written agreement of
the parties hereto at any time prior to the Effective Time with respect to
any of the terms contained herein. At any time prior to the Effective Time,
this Agreement may be terminated and the Merger may be abandoned by the
Board of Directors of either the Company or Ideon, or both, in their sole
discretion and notwithstanding approval of this Agreement by the
stockholders of Ideon or the stockholders of the Company or IMC.

12. Counterparts. In order to facilitate the filing and recording of
this Agreement, this Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original and such counterparts shall
together constitute one and the same instrument.

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IN WITNESS WHEREOF, the Company, Ideon and IMC have caused this Agreement
to be executed by their respective duly authorized officers as of the date first
above-written.

SAFECARD SERVICES, INCORPORATED,
a Delaware corporation

By: /s/ PAUL G. KAHN
------------------------------------
Paul G. Kahn, Chairman &
Chief Executive Officer

IDEON GROUP, INC.,
a Delaware corporation

By: /s/ PAUL G. KAHN
------------------------------------
Paul G. Kahn, Chairman &
Chief Executive Officer

IDEON MERGER COMPANY,
a Delaware corporation

By: /s/ JOHN R. BIRK
------------------------------------
John R. Birk, President

A-4
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APPENDIX B

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

IDEON GROUP, INC.

Ideon Group, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), was originally
incorporated under the same name on December 29, 1994. This Amended and Restated
Certificate of Incorporation has been duly adopted pursuant to Sections 228, 242
and 245 of the General Corporation Law of the State of Delaware and as amended
and restated does hereby read in its entirety as follows:

FIRST: The name of the Corporation is IDEON GROUP, INC.

SECOND: The name and address of its registered agent is THE PRENTICE-HALL
CORPORATION SYSTEM, INC., 32 Loockerman Square, Suite L-100, Dover, Kent County
Delaware 19901.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is Thirty-Five Million (35,000,000) common shares, having a
par value of $.01 per share ("Common Stock").

FIFTH: The Corporation is to have perpetual existence.

SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

(1) The number of directors of the Corporation shall be such as from
time to time shall be fixed by, or in the manner provided in, the By-laws
of the Corporation ("By-laws").

(2) The Board of Directors shall have power without the assent or vote
of the stockholders:

(a) To make, alter, amend, change, add to or repeal the By-laws; to
fix and vary the amount to be reserved for any proper purpose; to
authorize and cause to be executed mortgages and liens upon all or any
part of the property of the Corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.

(b) To determine from time to time whether, to what extent, at what
times and places, and under what conditions and regulations, the
accounts and books of the Corporation (other than the stock ledger) or
any of them, shall be open to the inspection of the stockholders.

(3) The Board of Directors in its discretion may submit any contract
or act for approval or ratification at any annual meeting of the
stockholders or at any meeting of the stockholders called for the purpose
of considering any such act or contract; any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of the
stock of the Corporation which is represented in person or by proxy at such
meeting and entitled to vote thereat (provided that a lawful quorum of
stockholders be there represented in person or by proxy) shall be as valid
and as binding upon the Corporation and upon all the stockholders as though
it had been approved or ratified by every stockholder of the Corporation,
whether or not the contract or act would otherwise be open to legal attack
because of any director's interest, or for any other reason.

(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon it, the Board of Directors is hereby
empowered to exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation; subject, nevertheless, to the
provisions of Delaware law, of this Certificate of Incorporation, and to
any By-laws from time to time made by the stockholders; provided, however,
that no By-laws so made shall invalidate any prior act of the directors
which would have been valid if such By-laws had not been made.

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(5) Any director of the Corporation may be removed with or without
cause only upon the affirmative vote of three-fourths of the outstanding
voting stock of the Corporation. This provision may not be repealed,
amended or otherwise altered without the approval of three-fourths of the
outstanding voting stock of the Corporation.

SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or the stockholders or class of stockholders of this Corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

EIGHTH: The Corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law, and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
Article EIGHTH.

NINTH: The Corporation shall, to the full extent permitted by applicable
law as it presently exists or may hereafter be amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.

TENTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except that this Article TENTH does not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law, as the same
exists or hereafter may be amended, or (iv) for any transaction from which the
director derived an improper personal benefit.

No amendment to or repeal of this Article TENTH or adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
TENTH, shall prejudice the exculpatory effect of this Article TENTH with respect
to any act or omission occurring prior to the effective date of such amendment,
repeal or inconsistent provision.

IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Corporation has executed this Amended and Restated Certificate of Incorporation
on this 16th of March, 1995.

IDEON GROUP, INC.

By: /s/ LISA ORMAND
------------------------------------
Lisa Ormand,
Vice President and Corporate
Secretary

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BY-LAWS

IDEON GROUP, INC.

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

ARTICLE I

OFFICES

SECTION 1. Registered Office. The registered office of the Corporation
shall be established and maintained in the City of Dover, County of Kent, State
of Delaware.

SECTION 2. Other Offices. The Corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the Corporation may
require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. Annual Meetings. Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
then may transact such other corporate business as shall be stated in the notice
of the meeting.

SECTION 2. Other Meetings. Meetings of stockholders for any purpose other
than the election of directors may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3. Business of Meetings. At each annual meeting, the stockholders
shall elect by plurality vote a Board of Directors and transact such other
business as may properly be brought before the meeting.

SECTION 4. Notice of the Annual Meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting, unless waived in writing by
such stockholder.

SECTION 5. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the chairman, and shall be called
by the president or secretary at the request in writing of a majority of the
Board of Directors. Such request shall state the purpose or purposes of the
proposed meeting.

SECTION 6. Notice of Special Meetings. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting, unless waived in writing by such stockholder.

SECTION 7. Business of Special Meetings. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

SECTION 8. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, the Certificate
of Incorporation or these By-laws. After a quorum has been established at a
meeting of stockholders, the subsequent withdrawal of stockholders, so as to
reduce the number of shares entitled to vote at the meeting below the number
required for a quorum, shall not affect the validity of any action taken at the
meeting or any

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adjournment thereof. A majority of the shares present or represented and
entitled to vote at any meeting of stockholders may adjourn the meeting to
another time and place whether or not a quorum exists. When a meeting is
adjourned to another time and place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. If,
however, after such adjournment, the Board of Directors fixes a new record date
for the adjourned meeting or the adjournment is for more than thirty days, a
notice of the adjourned meeting shall be given, as provided above, to each
stockholder of record entitled to vote at such meeting. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

SECTION 9. Vote Required. When a quorum is present at any meeting, the
affirmative vote of a majority of the stock present in person or represented by
proxy and entitled to vote on the subject matter shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of law, the Certificate of Incorporation, or these By-laws, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

SECTION 10. Voting Rights of Stockholders. Each stockholder shall be
entitled to one vote in person or by proxy for each outstanding share of capital
stock entitled to vote on the subject matter held by such stockholder, except as
may otherwise be provided by the Certificate of Incorporation or by resolution
of the Board of Directors pursuant thereto. No proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. At each election of directors, every stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such stockholder for as many persons as there are directors to
be elected at the time for whose election such stockholder has a right to vote.
No cumulative voting shall be permitted.

SECTION 11. Action Without Meeting. Except as otherwise provided by the
Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provision of law, the Certificate of Incorporation or these
By-laws, the notice, meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken.

SECTION 12. Notice of Stockholder Proposals. (a) At an annual meeting of
the stockholders, only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been brought before the annual meeting (i)
by, or at the direction of, the Board of Directors or (ii) by any stockholder of
record of the Corporation who complies with the notice procedures set forth in
this Article II, Section 12 of these By-laws. For a proposal to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to, or mailed and received
at, the principal executive offices of the Corporation not less than sixty (60)
days nor more than ninety (90) days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, that if less than seventy (70) days' notice or
prior public disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder to be timely must be so delivered or received
not later than the close of business on the tenth (10th) day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the proposal desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting; (ii) the name and address,
as they appear on the Corporation's books, of the stockholders proposing such
business and any other stockholders known by such stockholder to be supporting
such proposal; (iii) the class and number of shares of the Corporation's stock
which are beneficially owned by the stockholder on the date of such stockholder
notice and by any other stockholders known by such stockholder to be supporting
such proposal on the date of such stockholder notice; and (iv) any financial or
other interest of the stockholder in such proposal.

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(b) If the presiding officer at the annual meeting determines that a
stockholder proposal was not made in accordance with the terms of this Section
12, such officer shall so declare at the annual meeting and any such proposal
shall not be acted upon at the annual meeting.

(c) This Article II, Section 12 shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors
and committees of the Board of Directors, but, in connection with such reports,
no business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

SECTION 13. Director Nominations. Nominations for the election of
directors may be made by the Board of Directors or a nominating committee
appointed by the Board of Directors or by any stockholder entitled to vote in
the election of directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors at a meeting only if written notice of such stockholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, not less than sixty (60) days nor more than
ninety (90) days prior to the scheduled annual meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than seventy (70) days' notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, notice
by the stockholder to be timely must be so delivered or received not later than
the close of business on the tenth (10th) day following the earlier of the day
on which such notice of the date of the scheduled annual meeting was mailed or
the day on which such public disclosure was made, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the tenth (10th) day following the date on
which notice of such meeting is first given to stockholders. Each such notice
shall set forth: (i) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated; (ii) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (iv) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy or other applicable rules of the Securities and Exchange
Commission as then in effect; and (v) the consent of each nominee to serve as a
director of the Corporation if so elected. The presiding officer of the meeting
may refuse to acknowledge the nomination of any person not made in compliance
with the foregoing procedure.

ARTICLE III

DIRECTORS

SECTION 1. Number and Classification of Directors. The number of directors
which shall constitute the whole board shall be not less than five nor more than
eleven. The first Board of Directors shall consist of five directors.
Thereafter, within the limits above specified, the number of directors shall be
determined solely by resolution of the Board of Directors. The directors shall
be elected at the annual meeting of the stockholders. The directors shall be
divided into three (3) classes, each class to be as equal in number as possible;
the term of office of the first class shall expire on the day of the annual
meeting of stockholders of this Corporation to be held in 1995; the term of
office of the second class shall expire on the day of the annual meeting of
stockholders to be held in 1996; and that of the third class on the day of the
annual meeting of stockholders to be held in 1997. At each annual election after
such classification, the number of directors equal to the number of the class
whose term expires on the day of such election shall be elected for a term of
three (3) years. In the case of any increase in the number of directors of the
Corporation, the additional directors shall be so classified that all classes of
directors shall be increased equally as nearly as possible. Directors need not
be stockholders. The provisions of this section with respect to the sole power
of the Board of Directors to determine the number of directors which will
constitute the entire Board and with respect to

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the classified Board of Directors shall not be amended, altered, repealed or
otherwise changed without the approval of at least three-fourths of the
outstanding voting stock of the Corporation.

SECTION 2. Resignations. Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time is specified, at
the time of its receipt by the Chairman or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

SECTION 3. Vacancies. If the office of any director, member of a committee
or other officer becomes vacant, the remaining directors in office, though less
than a quorum, by a majority vote may appoint any qualified person to fill such
vacancy, who shall hold office for the unexpired term and until his or her
successor shall be duly chosen.

SECTION 4. Removal. Any director or directors of the Corporation may be
removed only as provided in the Certificate of Incorporation.

SECTION 5. Newly Created Directorships. Any directorship newly-created by
the Board of Directors pursuant to Section 1 of Article III shall be filled
exclusively by a majority of the directors then in office, though less than a
quorum. Any directorship newly-created by the stockholders after amendment,
alteration or repeal of Section 1 of Article III (duly adopted by the
stockholders in accordance with the terms thereof) may be filled by the
stockholders. In either case, for so long as the directors of the Corporation
are divided into classes, any director chosen under this Section 5 shall hold
office until the next election of the class for which such director shall have
been chosen and until his or her successor shall have been elected and
qualified.

SECTION 6. Powers. The Board of Directors shall exercise all of the powers
of the Corporation except such as are by law, the Certificate of Incorporation
or these By-laws conferred upon or reserved to the stockholders.

SECTION 7. Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution or in these By-laws, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not the member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

SECTION 8. Meetings. (a) The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware. The newly elected directors may hold their first meeting for the
purpose of organization and the transaction of business, if a quorum be present,
immediately after the annual meeting of the stockholders or the time and place
of such meeting may be fixed by consent in writing of all the directors.

(b) Regular meetings of the Board of Directors may be held without notice
at such places and times as shall be determined from time to time by resolution
of the Board.

(c) Special meetings of the Board of Directors may be called by the
Chairman or by the President or Secretary on the written request of any two
directors and shall be held at such place or places as may be determined by the
directors or as shall be stated in the call of the meeting. Notice of any
special meeting shall be given to each director at least (i) twelve (12) hours
before the meeting if given by telephone or if delivered at the director's
residence or usual place of business by facsimile, expedited delivery service,
telegraph or similar means or (ii) three (3) days before the meeting if
delivered by mail to the director's residence or usual place of business. Such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage pre-paid, when delivered by expedited delivery
service or when transmitted if sent by

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telex, telecopy, telegraph or similar means. Neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

(d) Any director may waive notice of any meeting by a writing signed by the
director entitled to the notice and filed with the minutes or corporate records
of the Corporation. The attendance or participation of the director at a meeting
shall constitute waiver of notice of such meeting, unless the director at the
beginning of the meeting or promptly upon his or her arrival objects to holding
the meeting or transacting business at the meeting.

(e) The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.

SECTION 9. Quorum. A majority of the directors shall constitute a quorum
for the transaction of business. A majority of the directors present, whether or
not a quorum exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such adjourned meeting shall be given, as
provided in these By-laws, to the directors who are not present at the time of
the adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other directors.

SECTION 10. Compensation. The Board of Directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation in any capacity.

SECTION 11. Action without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting, if prior to such action a written consent thereto is
signed by all members of the Board, or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the Board
or such committee.

ARTICLE IV

OFFICERS

SECTION 1. Officers. The officers of the Corporation shall be a chief
executive officer, a chief financial officer and a secretary, all of whom shall
be elected by the Board of Directors and who shall hold office until their
successors are elected and qualified. In addition, the Board of Directors may
elect a chairman, a president, and one or more vice chairmen as they may deem
proper. The chief executive officer is authorized to appoint such officers on an
interim basis, subject to election by the Board of Directors at its next
meeting. None of the officers of the Corporation need be directors. The officers
shall be elected at the first meeting of the Board of Directors after each
annual meeting. More than two offices may be held by the same person.

SECTION 2. Other Officers and Agents. Executive vice presidents and senior
vice presidents may be appointed by the chairman, the chief executive officer or
the Board of Directors as may be deemed advisable. Vice presidents, a treasurer,
assistant vice presidents, assistant secretaries, assistant treasurers and other
officers and agents may be appointed by the chairman, the chief executive
officer, any vice chairman, the president or the Board of Directors as may be
deemed advisable. Such officers shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the appointing officer, such other appropriate officer or by the
Board of Directors, as the case may be. Whenever any officer of the Corporation
ceases to be an employee of the Corporation, such person shall immediately cease
to be an officer of the Corporation without any further action by such officer,
any other appropriate officer or the Board of Directors.

SECTION 3. Chairman. The chairman of the Board of Directors, if one is
elected, shall preside at all meetings of the Board of Directors and shall have
and perform such other duties as from time to time may be assigned by the Board
of Directors. The chairman shall have general authority to execute bonds, deeds,
contracts and other documents in the name and on behalf of the Corporation and
shall perform all such other acts and duties as are incident to the office or
are properly required of such chairman by the Board of Directors.

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SECTION 4. Chief Executive Officer. The chief executive officer of the
Corporation shall have general and active management of the business of the
Corporation in accordance with the objectives and policies established by and
subject to the control of the Board of Directors and shall see that all orders
and resolutions of the Board of Directors are carried into effect. The chief
executive officer shall have authority to suspend or to remove any employee,
agent or appointed officer of the Corporation and to suspend for cause any
officer of the Corporation elected by the Board of Directors and, in the case of
the suspension for cause of any such elected officer, to recommend to the Board
of Directors what further action should be taken. The chief executive officer
shall have general authority to execute bonds, deeds, contracts and other
documents in the name and on behalf of the Corporation and shall make reports to
the Board of Directors and the stockholders and shall perform all such other
duties as are incident to the office or are properly required of the chief
executive officer by the Board of Directors. In the absence of the chairman, the
chief executive officer shall perform and exercise the authority of the
chairman. In the absence of the chairman and the chief executive officer, the
officer designated by the chief executive officer as the most senior officer of
the Corporation may perform the duties and exercise the authority of the
chairman and the chief executive officer, subject to the Board of Directors'
right to make the designation or supersede any designation so made.

SECTION 5. Vice Chairman. Each vice chairman shall have the general and
active management of certain functions of the business of the Corporation as
assigned by the chairman, the chief executive officer or the Board of Directors
and shall exercise all powers delegated to such vice chairman in accordance with
the objectives and policies established by the Board of Directors. A vice
chairman shall have general authority to execute bonds, deeds, contracts and
other documents in the name and on behalf of the Corporation, shall have
authority to suspend or to remove any employee, agent or any appointed officer
reporting to such vice chairman and shall perform all such other duties as are
incident to the office or are properly required of such vice chairman by the
Board of Directors.

SECTION 6. President. The president shall have the general executive
powers and such other duties as assigned by the chairman, the chief executive
officer or the Board of Directors and shall exercise all powers delegated to the
president in accordance with the objectives and policies established by the
Board of Directors. The president shall have general authority to execute bonds,
deeds, contracts and other documents in the name and on behalf of the
Corporation, shall have authority to suspend or to remove any employee, agent or
any appointed officer reporting to the president and shall perform all such
other duties as are incident to the office or are properly required of the
president by the Board of Directors.

SECTION 7. Chief Financial Officer. The chief financial officer shall have
the custody of the corporate funds and securities and shall keep full and
accurate account of receipts and disbursements in books belonging to the
Corporation. The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation in such depositaries
as may be designated by the Board of Directors. The chief financial officer
shall perform all other necessary acts and duties in connection with the
administration of the financial affairs of the Corporation.

The chief financial officer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, the chairman or the chief executive
officer, taking proper vouchers for such disbursements and shall deliver to the
chief executive officer and the Board of Directors at the regular meetings of
the Board of Directors, or whenever they may request it, an account of all
transactions as well as the financial condition of the Corporation. If required
by the Board of Directors, the chief financial officer shall give the
Corporation a bond for the faithful discharge of his or her duties in such
amount and with such surety as the Board of Directors shall prescribe.

SECTION 8. Senior Vice President, Executive Vice President, and Vice
President. Each senior vice president, executive vice president, and vice
president shall have such powers and shall perform such duties as shall be
assigned by the Board of Directors, the chairman, the chief executive officer,
the president or the vice chairman to whom such officer reports.

SECTION 9. Secretary. The secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By-laws, and in case of his or her absence or
refusal or neglect to do so, any such notice may be given by any person
thereunto directed by the

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chairman, chief executive officer, or by the directors or stockholders, upon
whose request the meeting is called as provided in these By-laws. He or she
shall record all the proceedings of the meetings of the Corporation and of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned by the directors, the chairman or the chief executive
officer. The secretary shall have the custody of the seal of the Corporation and
shall affix the same to all instruments requiring it, when authorized by the
Board of Directors, the chairman, or the chief executive officer, and attest the
same.

SECTION 10. Treasurer, Assistant Treasurers and Assistant Secretaries. A
treasurer, assistant treasurers and assistant secretaries, if any, shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors, the chairman, the chief executive
officer, the president or the vice chairman to whom such person reports.

SECTION 11. Compensation. The salaries and other compensation of all
officers elected by the Board of Directors shall be fixed by the Board of
Directors or by a committee of board members designated for that purpose by the
Board of Directors. Compensation of appointed officers, other employees and
agents shall be fixed by or under the authority of the chairman or the chief
executive officer in accordance with the objectives and policies established by
the Board of Directors. No member of the Board of Directors shall be
disqualified from voting on compensation of officers by reason of the fact that
he or she is an officer as well as a director, except that such director's vote
shall not be counted in fixing his or her own compensation.

ARTICLE V

MISCELLANEOUS

SECTION 1. Certificates of Stock. Certificates of stock, signed by the
chairman or vice-chairman of the Board of Directors, if they be elected,
president or vice-president, and the treasurer or an assistant treasurer, or
secretary or an assistant secretary, shall be issued to each stockholder
certifying the number of shares owned by such stockholder in the Corporation.
When such certificates are countersigned (i) by a transfer agent other than the
Corporation or its employee, or (ii) by a registrar other than the Corporation
or its employee, the signatures of such officers may be facsimiles.

SECTION 2. Lost Certificates. A new certificate of stock may be issued in
the place of any certificate theretofore issued by the Corporation, if the
holder of record of the certificate makes proof in affidavit form that it has
been lost or destroyed, and the Board of Directors may, in its discretion,
require the owner of the lost or destroyed certificate, or his or her legal
representatives, to execute such documents as are deemed advisable and to give
the Corporation a bond, in such sum as it may direct, not exceeding double the
value of the stock, to indemnify the Corporation against any claim that may be
made against it on account of the alleged loss of any such certificate, or the
issuance of any such new certificate.

SECTION 3. Transfer of Shares. The Corporation or its transfer agent shall
register a stock certificate presented to it for transfer if (i) the certificate
is properly endorsed by the holder of record or his or her duly authorized
attorney and accompanied by reasonable assurance that such endorsement is
genuine and effective; (ii) the Corporation is not under, or has discharged, any
duty to inquire into adverse claims to the shares represented by such
certificate; and (iii) applicable laws relating to the collection of taxes have
been complied with. The shares of stock of the Corporation shall be transferable
only upon its books by the holders thereof in person or by their duly authorized
attorneys or legal representatives, and upon such transfer the old certificates
shall be surrendered to the Corporation by the delivery thereof to the person in
charge of the stock and transfer books and ledgers, or to such other person as
the Board of Directors may designate, by whom they shall be cancelled, and new
certificates shall thereupon be issued. A record shall be made of each transfer
and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the event of the transfer.

SECTION 4. Stockholders Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or

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exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

SECTION 5. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend, there may be set apart out of any funds of the Corporation available
for dividends, such sum or sums as the Board of Directors from time to time in
its discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem in the best interests of the Corporation.

SECTION 6. Seal. The corporate seal shall be circular in form and shall
contain the name of the Corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7. Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

SECTION 8. Checks. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer, officers, agent or agents of the
Corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

SECTION 9. Notice and Waiver of Notice. (a) Whenever any notice is
required by these By-laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage pre-paid,
addressed to the person entitled thereto at such person's address as it appears
on the records of the Corporation, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by law.

(b) Whenever any notice whatever is required to be given under the
provisions of any law, the Certificate of Incorporation, or these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

SECTION 10. Indemnification of Directors, Officers and Others. Each
person who is or was a director or officer of the Corporation and each person
who serves or may have served at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise (and the heirs, executors, administrators and estates of any such
persons), shall be indemnified by the Corporation in accordance with, and to the
fullest extent authorized by, the provisions of the General Corporation Law of
the State of Delaware as it may from time to time be amended. Each person who is
or was an employee or agent of this Corporation, and each person who serves or
may have served, at the request of this Corporation, as an employee or agent of
another corporation, partnership, joint venture trust or other enterprise may be
similarly indemnified at the discretion of the Board of Directors.

ARTICLE VI

AMENDMENTS

Except as otherwise provided in Section 1 of Article III of these By-laws,
these By-laws may be amended or repealed or new By-laws adopted (i) at any
annual or special meeting of the stockholders by the affirmative vote of the
holders of two-thirds of the capital stock issued and outstanding and entitled
to vote thereat, or (ii) by the affirmative vote of a majority of the Board of
Directors.

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APPENDIX C

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Ideon Group, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY:

FIRST: that ARTICLE FOURTH of the Certificate of Incorporation of the
Corporation is amended so that the total number of shares of stock which the
Corporation is authorized to issue is Ninety Million (90,000,000) common shares
("Common Stock").

SECOND: that the Certificate of Incorporation of the Corporation is amended
by adding the following to the end of ARTICLE FOURTH:

and Ten Million (10,000,000) shares of preferred stock, having a par
value of $.01 per share ("Preferred Stock"). The Board of Directors is
authorized, at any time or from time to time, to issue Preferred Stock and
(1) to divide the shares of Preferred Stock into series; (2) to determine
the designation for any such series by number, letter, or title that shall
distinguish such series from any other series of Preferred Stock; (3) to
determine the number of shares in any such series (including a
determination that such series shall consist of a single share); and (4) to
determine with respect to the shares of any series of Preferred Stock the
following:

(a) the rate at which dividends, if any, on the shares of such
series shall be declared and paid, or set aside for payment, whether
dividends at the rate so determined shall be cumulative, noncumulative
or partially cumulative, whether the shares of such series shall be
entitled to any participating or other dividends in addition to
dividends at the rate so determined, and if so on what terms, and the
relative rights of priority, if any, of payment of dividends on shares
of that series;

(b) the right, if any, of the Corporation to redeem shares of such
series and, if redeemable, the price, terms and manner of such
redemption;

(c) the special and relative rights and preferences, if any, and
the amount or amounts per share, which the shares of such series shall
be entitled to receive upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;

(d) the terms and conditions, if any, upon which shares of such
series shall be convertible into, or exchangeable for, shares of any
other class or classes or any other series of the same or any other
class or classes of stock of the Corporation, including the price or
prices or the rate or rates of conversion or exchange and the terms of
adjustment, if any;

(e) the obligation, if any, of the Corporation to retire or
purchase shares of such series pursuant to a sinking fund or fund of a
similar nature or otherwise, and the terms and conditions of such
obligation;

(f) the voting rights, if any, of shares of such series; provided,
however, that the holders of shares of Preferred Stock will not be
entitled to more than one vote per share when voting as a class with the
holders of shares of Common Stock;

(g) the limitations, if any, on the issuance of additional shares
of such series or any shares of any other series of the Preferred Stock;
and

(h) such other preferences, powers, qualifications, and special or
relative rights and privileges as shall be stated in the vote or votes
providing for the establishment of such series of Preferred Stock.

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THIRD: that this amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Corporation has executed this Certificate of Amendment on this of ,
1995.

IDEON GROUP, INC.
By:
----------------------------
Paul G. Kahn,
Chairman and Chief Executive
Officer

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APPENDIX D

SAFECARD SERVICES, INCORPORATED

DIRECTORS STOCK PLAN

1. PURPOSE OF THE PLAN.

The purpose of this Directors Stock Plan (the "Plan") is to attract and
retain the services of well-qualified directors who are not employees of
SafeCard Services, Incorporated (the "Company") by providing directors with
flexibility to decide the form of payment of annual retainers and meeting fees
and an opportunity to participate in the growth of the Company through the grant
of options to purchase shares of the Company's common stock. The Plan provides
for non-employee directors to elect to receive all or a portion of their annual
retainer and meeting fees in shares of the Company's common stock and for an
automatic grant of options to purchase 15,000 shares of the Company's common
stock upon a director's initial election or appointment to the Board of
Directors.

2. DEFINITIONS.

For purposes of the Plan, the following capitalized terms shall have the
meanings set forth below:

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

2.1 "CHANGE IN CONTROL" means the occurrence during the term of the Plan of
any one of the following events: (a) when the Company acquires actual knowledge
that any person (as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act), other than an employee benefit plan established or maintained by
the Company or any of its affiliates, is or becomes the beneficial owner (as
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then-outstanding securities, (b) upon the first purchase of the
Company's common stock pursuant to a tender or exchange offer (other than a
tender or exchange offer made by the Company or an employee benefit plan
established or maintained by the Company or any of its affiliates), (c) upon the
approval by the Company's stockholders of (i) a merger or consolidation of the
Company with or into another corporation (other than a merger or consolidation
in which the Company is the surviving corporation and which does not result in
any capital reorganization or reclassification or other change in the Company's
then-outstanding shares of common stock), (ii) a sale or disposition of all or
substantially all of the Company's assets or (iii) a plan of liquidation or
dissolution of the Company, or (d) if during any period of two (2) consecutive
years, individuals who at the beginning of such period constitute the Board
cease for any reason to constitute at least two-thirds thereof, unless the
election or nomination for election by the Company's stockholders of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period; provided
however, that notwithstanding the above, a "Change in Control" shall not be
deemed to occur if the foregoing events, are approved by a vote of at least a
majority of the directors then still in office who were directors on the date
immediately after the date the Plan was adopted.

2.2 "CHANGE IN CAPITALIZATION" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind of
shares or other securities of the Company, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, spin-off, issuance of
warrants or rights or debentures, stock dividend, stock split or reverse stock
split, cash dividend, property dividend, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise.

2.3 "CODE" means the Internal Revenue Code of 1986, as amended.

2.4 "COMMITTEE" means the Compensation Committee of the Board or such other
committee as may be designated from time to time by the Board to administer the
Plan.

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2.5 "DISABILITY" means a physical or mental infirmity which impairs an
Eligible Director's ability to perform his or her duties for a period of one
hundred eighty (180) consecutive days.

2.6 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

2.7 "ELIGIBLE DIRECTOR" means any person who is a member of the Board and
who is not an employee, full time or part time, of the Company.

2.8 "FAIR MARKET VALUE" on any date means the closing price of the Shares
on such date on the principal national securities exchange on which such Shares
are listed or admitted to trading, or if such Shares are not so listed or
admitted to trading, the per share closing bid price on such date as quoted on
the National Association of Securities Dealers Automated Quotation System or
such other market in which such prices are regularly quoted, or if there have
been no published bid quotation with respect to the Shares on such date, the
Fair Market Value shall be the value established by the Board in good faith.

2.9 "HURDLE PRICE 1, HURDLE PRICE 2 AND HURDLE PRICE 3" mean the market
prices of a Share in effect at the time of any Eligible Director's appointment
or election to the Board for determining the hurdle vesting of options granted
to senior officers of the Company under the Company's 1994 Long Term Stock-Based
Incentive Plan or any successor plan. As of January 1995, Hurdle Price 1 is $21
per Share; Hurdle Price 2 is $24 per Share; and Hurdle Price 3 is $27 per Share.

2.10 "HURDLE-VESTING OPTION" means an option to purchase 6,000 Shares
vesting as set forth in Section 6.3.

2.11 "OPTION" means an option to purchase Shares granted under the Plan.

2.12 "OPTIONEE" means a person to whom an Option has been granted under the
Plan.

2.13 "OPTION PRICE" means the Fair Market Value of a Share on the date of
an Eligible Director's initial appointment or election to the Board.

2.14 "PLAN" means this Directors Stock Plan.

2.15 "SECURITIES ACT" means the Securities Act of 1933, as amended.

2.16 "SHARES" means shares of the common stock, par value $.01 per share,
of the Company.

2.17 "TIME-VESTING OPTION" means an option to purchase 9,000 Shares vesting
as set forth in Section 6.2.

3. ADMINISTRATION OF THE PLAN.

The Committee shall administer the Plan and shall have authority to adopt
such rules and regulations, and to make such determinations, as are not
inconsistent with the Plan and are necessary or desirable for its implementation
and administration.

4. SHARES SUBJECT TO THE PLAN.

Subject to the provisions of Section 8 of the Plan, the maximum aggregate
number of Shares which may be granted or issued under the Plan is 105,000 Shares
which are hereby reserved for this purpose. Such Shares shall be Shares
currently authorized but unissued, or currently held or subsequently acquired by
the Company, in the open market, private transactions or otherwise. Whenever any
outstanding Option or portion thereof is cancelled or is otherwise terminated
for any reason, the Shares allocable to the cancelled or otherwise terminated
portion of the Option may again be the subject of grants hereunder; provided,
however, that the exemptions provided pursuant to Rule 16b-3 under the Exchange
Act will continue to be available for transactions involving all current and
future grants.

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5. TERMINATION AND AMENDMENT OF THE PLAN.

The Plan shall become effective upon its adoption by the Board, subject to
its approval by the stockholders of the Company, and shall continue in effect
until January 30, 2005, unless sooner terminated in accordance with the terms
hereof. No Option shall be granted after such termination date. Options may be
granted prior to approval of the Plan by the Company's stockholders, but such
Options shall be contingent upon such approval being obtained. The Board may
terminate, amend, modify or suspend the Plan at any time and from time to time
in such respects as the Board may deem advisable, subject to any stockholder or
other approval required by law or regulation; provided, however, that in no
event shall the Plan be amended more than once every six (6) months other than
to comport with changes in the Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder. Any termination, suspension,
amendment or modification of the Plan shall not adversely impair or alter any
Option already granted, except with the consent of the Optionee.

6. OPTIONS

6.0 GRANT OF OPTIONS UPON INITIAL ELECTION OR APPOINTMENT TO THE
BOARD. Upon an Eligible Director's initial election or appointment to the Board
after December 31, 1994, such Eligible Director shall automatically be granted
Options to purchase 15,000 Shares vesting as set forth in Sections 6.2 and 6.3
below.

6.1 EXERCISE PRICE. The per share exercise price of any Option shall be
the Fair Market Value of a Share on the date the Option is granted.

6.2 TIME VESTING. Subject to Sections 6.8 and 6.9, an Option to purchase
an aggregate of 9,000 Shares shall become exercisable in cumulative annual
increments of 2,250 Shares over a period of four years beginning on the first
anniversary of the date of grant (the "Time-Vesting Option"). Thus, one year
from the date of grant, the Time-Vesting Option shall be exercisable for up to
2,250 Shares; two years from the date of grant, the Time-Vesting Option shall be
exercisable for up to 4,500 Shares; three years from the date of grant, the
Time-Vesting Option shall be exercisable for up to 6,750 Shares and four years
from the date of grant, the Time-Vesting Option shall be exercisable for up to
9,000 Shares.

6.3 HURDLE VESTING. Subject to Sections 6.8 and 6.9, an Option to purchase
6,000 Shares (the "Hurdle-Vesting Option") shall become exercisable as follows:
2,000 Shares of the Hurdle-Vesting Option shall become exercisable when a Share
has traded at or above Hurdle Price 1 for a period of twenty consecutive trading
days (as defined below); an additional 2,000 Shares of the Hurdle-Vesting Option
shall become exercisable when a Share has traded at or above Hurdle Price 2 for
a period of twenty consecutive trading days; and the remaining 2,000 Shares of
the Hurdle-Vesting Option shall become exercisable when a Share has traded at or
above Hurdle Price 3 for a period of twenty consecutive trading days; provided,
however, that the Hurdle-Vesting Option may not be exercised, in whole or in
part, prior to one (1) year from the date of grant; and provided, further, that
the Hurdle-Vesting Option shall in all events fully vest nine (9) years from the
date of grant. A "trading day" shall mean a day on which the national securities
exchanges in the United States are open for trading of securities. For purposes
of this Section 6.3, each trading day on which the Company has acquired Shares
in market transactions, whether pursuant to a stock repurchase program or
otherwise, shall be excluded from the calculation of consecutive trading days.

6.4 TERM. Subject to Sections 6.8 and 6.9, the term of each Option shall
be ten (10) years from the date of grant.

6.5 EXERCISE OF OPTIONS. The exercise of an Option shall be made only by a
written notice delivered (a) in person, (b) by expedited delivery service, (c)
by facsimile transmission followed by a confirmation copy by first class mail or
(d) by first class mail to the Secretary of the Company at the Company's
principal executive office, specifying the number of Shares to be purchased and
accompanied by payment of the full exercise price of the Shares for which the
Option is being exercised, in cash or certified check and otherwise in
accordance with the agreement pursuant to which the Option was granted.
Notwithstanding the foregoing, the Committee shall have discretion to determine
at the time of grant of each Option or at any later date (up to and including
the date of exercise) the form of payment acceptable in respect of the exercise
of such Option.

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6.6 NON-TRANSFERABILITY. No Option granted hereunder shall be transferable
by the Optionee to whom granted otherwise than by will or the laws of descent
and distribution, and an Option may be exercised during the lifetime of such
Optionee only by the Optionee or his or her guardian or legal representative.
The terms of such Option shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the Optionee.

6.7 NO RIGHTS OF STOCKHOLDERS. No Optionee shall be deemed for any purpose
to be the owner of any Shares subject to any Option unless and until (a) the
Option shall have been exercised pursuant to the terms thereof, (b) the Company
shall have issued and delivered the Shares to the Optionee and (c) the
Optionee's name (or that of his or her designee) shall have been entered as a
stockholder of record on the books of the Company. Thereupon, the Optionee (or
his or her designee) shall have full voting, dividend and other ownership rights
with respect to such Shares.

6.8 EFFECT OF A CHANGE IN CONTROL. Notwithstanding anything contained in
the Plan to the contrary, in the event of a Change in Control, all the Options
outstanding on the date of such Change in Control shall become immediately and
fully exercisable.

6.9 EFFECT OF TERMINATION OF SERVICE, DISABILITY, RETIREMENT OR DEATH.

(A) TERMINATION OF SERVICE. In the event an Eligible Director's
service to the Company shall terminate for any reason other than
Disability, death or retirement from the Board, Optionee may, at any time
within a period of thirty (30) days after the date of Optionee's
termination of service, exercise the Option to the extent (and only to the
extent) the Option was exercisable on the date of Optionee's termination of
service. Upon the expiration of such thirty-day period, the Option shall,
to the extent not previously exercised or terminated, terminate and become
null and void.

(B) DISABILITY, RETIREMENT OR DEATH. In the event an Eligible
Director's service to the Company shall terminate because of Disability,
death or retirement from the Board, the Option, to the extent not yet
vested, shall fully vest, and Optionee or Optionee's legal representative
may, at any time within six (6) months after such termination, exercise the
Option. Upon the expiration of such six-month period, the Option shall, to
the extent not theretofore exercised or terminated, terminate and become
null and void.

7. COMMON STOCK IN LIEU OF FEES AND RETAINER.

Any Eligible Director may elect to receive a fixed percentage or fixed
amount of the annual retainer and/or meeting fees paid to such director in
Shares. Such election to receive Shares in lieu of the annual retainer or
meeting fees shall be made by the Eligible Director six months in advance of
such payment or such shorter or longer period as may be permitted or required
under any applicable law or regulation in order to qualify for any exemption,
deferral or other benefit under applicable law or regulation.

8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

8.0 CHANGES IN CAPITALIZATION. In the event of a Change in Capitalization,
appropriate and proportionate adjustments shall be made, if any, to (a) the
maximum number and class of Shares or other stock or securities with respect to
which Options may be granted under the Plan; and (b) the number and class of
Shares or other stock or securities which are subject to outstanding Options.
If, by reason of a Change in Capitalization, an Optionee shall be entitled to
new, additional or different shares of stock or securities, such new, additional
or different shares shall thereupon be subject to the terms and conditions which
were applicable to the Shares subject to the Option prior to such Change in
Capitalization.

8.1 CERTAIN TRANSACTIONS. Subject to Section 6.8, in the event of (a) the
liquidation or dissolution of the Company or (b) a merger or consolidation of
the Company (each a "Transaction"), the Plan and the Options issued hereunder
shall continue in effect in accordance with their respective terms and each
Optionee shall be entitled to receive in respect of each Share subject to any
outstanding Option upon exercise of any Option the same number and kind of
stock, securities, cash, property, or other consideration that each holder of a
Share was entitled to receive in the Transaction in respect of a Share.

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<PAGE> 65

9. LIMITATION OF LIABILITY.

As illustrative of the limitations of liability of the Company, but not
intended to be exhaustive thereof, nothing in the Plan shall be construed to:
(a) give any person any right to be granted Options other than as provided in
the Plan; (b) give any person any rights whatsoever with respect to Shares
except as specifically provided in the Plan; or (c) confer any right on any
person at any time to continued service to the Company.

10. CONDITIONS UPON ISSUANCE OF SHARES.

10.0 GOVERNING LAW. Except as to matters of federal law, the Plan and the
rights of all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of Delaware without giving effect to
conflict of laws principles. Shares shall not be issued with respect to any
Option granted under the Plan unless the issuance and delivery of such Shares
pursuant to such Option shall comply with all relevant provisions of law and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance. Inability of the Company to obtain authority from any
regulatory body having jurisdictional authority deemed by its counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
Shares as to which such requisite authority shall not have been obtained.

10.1 CONDITIONS TO ISSUANCE. Notwithstanding anything contained in the
Plan or any agreement to the contrary, in the event that the disposition of
Shares acquired pursuant to the Plan is not covered by a then current
registration statement under the Securities Act and is not otherwise exempt from
such registration, such Shares shall be restricted against transfer to the
extent required by the Securities Act or regulations thereunder. The Company may
require any individual receiving Shares pursuant to Options, as a condition
precedent to receipt of such Shares, to represent and warrant to the Company in
writing that the Shares acquired by such individual are acquired without a view
to any distribution thereof and will not be sold or transferred other than
pursuant to an effective registration thereof, or pursuant to an applicable
exemption under the Securities Act or the rules and regulations promulgated
thereunder. The certificates evidencing any of such Shares shall be
appropriately amended to reflect their status as restricted securities as
aforesaid.

10.2 WITHHOLDING OF TAXES. The Company shall have the right to deduct from
any distribution of cash to any Optionee an amount equal to the federal, state
and local income taxes and other amounts as may be required by law to be
withheld (the "Withholding Taxes") with respect to any Option. If an Optionee is
to experience a taxable event in connection with the receipt of Shares pursuant
to an Option, the Optionee shall pay the Withholding Taxes to the Company prior
to the issuance or release from escrow of such Shares. In satisfaction of the
obligation to pay Withholding Taxes to the Company, the Optionee may make a
written election (the "Tax Election"), which may be accepted or rejected in the
discretion of the Committee, to have withheld a portion of the Shares then
issuable to the Optionee having an aggregate Fair Market Value on the day
immediately preceding the date of such issuance equal to the Withholding Taxes,
provided that such election is made in accordance with the conditions imposed on
participant directed transactions under Rule 16b-3 or any successor regulation
promulgated under Section 16 of the Exchange Act.

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Suite 3000 Telephone 305 381 9400
First Union Financial Center
Miami, FL 33131-2330

PRICE WATERHOUSE LLP (Logo)

To The Board of Directors
and Shareholder of
Ideon Group, Inc.

In our opinion, the accompanying balance sheet presents fairly, in all material
respects, the financial position of Ideon Group, Inc. at December 31, 1994 in
conformity with generally accepted accounting principles. This financial
statement is the responsibility of the Company's management; our responsibility
is to express an opinion on this financial statement based on our audit. We
conducted our audit in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the balance sheet is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP
March 27, 1995

F-1

<PAGE> 67
IDEON GROUP, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
ASSETS
Cash $100
----
Total assets $100
====

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES

Total liabilities $ --
----

STOCKHOLDER'S EQUITY
Common stock--authorized 35,000,000 shares
($.01 par value); 100 shares issued
and outstanding 1
Additional paid-in capital 99
----
Total stockholder's equity 100
----

Total liabilities and stockholder's equity $100
====

</TABLE>

The accompanying note is an integral part of this financial statement.

F-2
<PAGE> 68
NOTE TO FINANCIAL STATEMENT

1. ORGANIZATION

Ideon Group, Inc. (the "Company") was incorporated on December 29,
1994 as a Delaware corporation. The Company was capitalized with the issuance
of 100 shares of common stock at a price of $1 per share. The Company is a
wholly-owned subsidiary of SafeCard Services, Incorporated (the "Parent"). The
Company has not had any operations since the date of its incorporation.

At the Annual Meeting of Stockholders of the Parent in April 1995, the
stockholders of the Parent will consider and vote upon a proposal to reorganize
the corporate structure of the Company pursuant to which the Parent would
become a wholly-owned subsidiary of the Company. Under the proposal, all
shares of common stock of the Parent would automatically be converted into an
equal number of shares of common stock of the Company. In addition, the
stockholders will be asked to approve the proposed capital structure of the
Company consisting of 90 million shares of Ideon Group, Inc. common stock and
10 million shares of Ideon Group, Inc. preferred stock. The reorganization
will not result in any change in the Parent's business, management, operations
or financial statements or any change in the percentage ownership of each
present stockholder of the Parent in the consolidated assets and liabilities of
the Parent.

F-3

<PAGE> 69
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law generally provides
Ideon broad powers to indemnify its directors, officers, employees and agents.

Section 145(a) provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of a
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against expenses (including
attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if such
person acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, if he or she had no reasonable
cause to believe his or her conduct was unlawful.

Section 145(b) provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation against expenses
(including attorneys fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner that he or she reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court deems proper.

Section 145(c) provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by him or her in connection
therewith.

Section 145(d) provides that any indemnification under subsections
145(a) and (b) (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the indemnitee has met
the applicable standard of conduct set forth in subsections (a) and (b) of
Section 145. Such determination shall be made (i) by a majority vote of
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

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Section 145(e) provides that expenses (including attorneys fees)
incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the corporation as authorized in
Section 145.

Section 145(f) provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of Section
145 shall not be deemed exclusive of any other rights to which any director or
officer seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding office.

Section 145(j) provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.

Article NINTH of the Ideon Certificate provides that Ideon shall, to
the full extent permitted by law, indemnify all persons whom it may indemnify
pursuant thereto.

Article TENTH of the Ideon Certificate, consistent with Section
102(b)(7) of the Delaware General Corporation Law, provides that a director of
Ideon shall not be personally liable to Ideon or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the directors' duty of loyalty to Ideon or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for any improper payment of
dividends or any unlawful stock purchase or redemption as provided under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TENTH further provides no amendment or repeal of such article or
adoption of any provision of the Certificate of Incorporation inconsistent with
Article TENTH shall prejudice the exculpatory effect of Article TENTH with
respect to any act or omission occurring prior to the effective date of such
amendment, repeal or inconsistent provision.

Section 10 of Article V of the Ideon By-laws provides that each
person who is or was a director or officer of Ideon and each person who serves
or may have served at the request of Ideon as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise (and the
heirs, executors, administrators and estates of any such persons), shall be
indemnified by Ideon in accordance with and to the fullest extent authorized
by, the provisions of the Delaware General Corporation Law as it may from time
to time be amended. Each person who is or was an employee or agent of Ideon,
and each person who serves or may have served as an employee or agent of
another corporation, partnership, joint venture trust or other enterprise, may
be similarly indemnified at the discretion of the Board of Directors.

II-2

67
<PAGE> 71
In addition to indemnification provided by statutes, the Ideon
Certificate and By-laws, Ideon will assume written indemnity agreements with its
directors and with certain of its officers. In general, the written indemnity
agreements provide broad protection to the indemnitee, including, among other
things, (i) mandatory advancement of litigation expenses (including attorneys
fees), subject to an undertaking by the indemnitee to repay such advances if it
is later determined that he or she is not entitled to indemnification; (ii)
contribution toward the amount incurred by the indemnitee under certain
circumstances where complete indemnification may otherwise be unavailable;
(iii) continuation of the maximum directors and officers liability insurance
available to Ideon; and (iv) payment of expenses incurred by the indemnitee in
actions brought by the indemnitee under certain circumstances. The indemnity
agreements provide additional benefits in the event of a change in control of
Ideon. The indemnity agreements also provide that no action may be brought by
or on behalf of Ideon against the indemnitee after the expiration of two years
from the date of the accrual of such action.

ITEM 21. Exhibits.

2 Plan of Reorganization and Agreement of Merger dated
January 23, 1995 between the Company, Ideon Group, Inc., and
Ideon Merger Company, included in the Proxy Statement.

3(a) SafeCard Services, Incorporated's Certificate of
Incorporation, incorporated by reference to Exhibit 3(a) of
the Company's Annual Report on Form 10-K for its fiscal year
ended October 31, 1992.

3(b) SafeCard Services Insurance Company's Certificate of
Incorporation, incorporated by reference to Exhibit 3(e) of
the Company's Annual Report on Form 10-K for its fiscal year
ended October 31, 1987.

3(c) SafeCard Services Insurance Company's By-Laws, incorporated
by reference to Exhibit 3(f) of the Company's Annual Report
on Form 10-K for its fiscal year ended October 31, 1987.

3(d) SafeCard Services, Incorporated's By-Laws as amended through
December 31, 1994, incorporated by reference to Exhibit 3(e)
to the Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.

3(e) Ideon Group, Inc.'s Certificate of Incorporation, included in
the Proxy Statement.

3(f) Ideon Group, Inc.'s By-Laws, included in the Proxy Statement.

3(g) Certificate of Incorporation of Ideon Merger Company.

3(h) By-laws of Ideon Merger Company.

II-3

68
<PAGE> 72

5 Opinion of Mahoney Adams & Criser, P.A., counsel for the
Company, concerning the legality of the securities being
registered.

8 Opinion of Mahoney Adams & Criser, P.A. to certain federal
income tax consequences.

MANAGEMENT CONTRACTS AND COMPENSATORY PLANS

10(a) Form of Non-Qualified Stock Option Agreement dated August 30,
1989 between the Company and an outside director, incorporated
by reference to Exhibit 10(a) of the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ended July 31, 1989.

10(b) Form of Non-Qualified Stock Option Agreement dated October 16,
1991 between the Company and an outside director, incorporated
by reference to Exhibit 10(n) of the Company's Annual Report on
Form 10-K for its fiscal year ended October 31, 1991.

10(c) Form of Non-Qualified 1991 Employee Stock Option Plan dated
October 16, 1991 between the Company and twenty key employees,
incorporated by reference to Exhibit 10(o) of the Company's
Annual Report on Form 10-K for its fiscal year ended
October 31, 1991.

10(d) Board of Directors Resolution dated December 6, 1991
establishing a non-employee director retirement plan,
incorporated by reference to Exhibit 10(s) of the Company's
Annual Report on Form 10-K for its fiscal year ended
October 31, 1991.

10(e) Indemnification Agreements for certain of the Company's
directors dated October 2, 1992, incorporated by reference to
Exhibit 10(x) to the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1992.

10(f) Indemnification Agreements for two of the Company's directors
dated February 11, 1993 and September 1, 1993, incorporated by
reference to Exhibit 10(ai) of the Company's Annual Report on
Form 10-K for its fiscal year ended October 31, 1993.

10(g) Forms of Non-Qualified Stock Option Agreements dated
February 11, 1993 and September 1, 1993 between the Company
and two outside directors, incorporated by reference to
Exhibit 10(aj) of the Company's Annual Report on Form 10-K
for its fiscal year ended October 31, 1993.

10(h) 1994 Long Term Stock-Based Incentive Plan, incorporated by
reference to the Company's 1993 definitive proxy statement.

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<PAGE> 73
10(i) Second Amendment to the 1994 Long Term Stock-Based Incentive
Plan, incorporated by reference to Exhibit 10(i) of the
Company's Annual Report on Form 10-K for year ended
October 31, 1994.

10(j) Employment Agreement, effective as of December 1, 1993,
between the Company and Paul G. Kahn, incorporated by
reference to Exhibit 1 of the Company's Current Report on
Form 8-K filed on December 6, 1993.

10(k) Employment Agreement, effective as of February 1, 1994,
between the Company and Francis J. Marino, incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended January 31, 1994.

10(l) Amendment to Exhibit 3 of the Employment Agreement, effective
as of February 1, 1994, between the Company and Francis J.
Marino, incorporated by reference to Exhibit 10(l) of the
Company's Annual Report of Form 10-K for year ended
October 31, 1994.

10(m) Employment Agreement as of May 2, 1994, between the Company
and G. Thomas Frankland, incorporated by reference to Exhibit
10(a) of the Company's Quarterly Report for its fiscal
quarter ended April 30, 1994.

10(n) Amendment to Exhibit 3 of the Employment Agreement, effective
as of May 2, 1994, between the Company and G. Thomas
Frankland, incorporated by reference to Exhibit 10(n) of the
Company's Annual Report on Form 10-K for the year ended
October 31, 1994.

10(o) Indemnification Agreement as of April 7, 1994, between the
Company and one outside director, incorporated by reference
to Exhibit 10(b) of the Company's Quarterly Report for its
fiscal quarter ended April 30, 1994.

10(p) Non-Qualified Stock Option Agreement as of April 7, 1994,
between the Company and one outside director, incorporated by
reference to Exhibit 10(c) of the Company's Quarterly Report
for its fiscal quarter ended April 30, 1994.

10(q) Employment Agreement, effective as of September 14, 1994,
between the Company and John R. Birk, incorporated by
reference to Exhibit 10(q) of the Company's Annual Report of
Form 10-K for the year ended October 31, 1994.

10(r) Amendment, effective as of January 1, 1995, to Employment
Agreement, between the Company and John R. Birk, incorporated
by reference to Exhibit 10(r) to the Company's Annual Report
on Form 10-K for the year ended October 31, 1994.

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<PAGE> 74
10(s) Executive Deferred Compensation Plan, incorporated by
reference to Exhibit 10(s) to the Company's Annual Report on
Form 10-K for the year ended October 31, 1994.

10(t) Form of Executive Agreement between the Company and certain
senior officers, incorporated by reference to Exhibit 10(t)
to the Company's Annual Report on Form 10-K for the year ended
October 31, 1994.

10(u) Form of Non-Qualified Stock Option Agreement under the 1994
Long Term Stock-Based Incentive Plan between the Company and
certain officers of the Company, incorporated by reference to
Exhibit 10(u) to the Company's Annual Report on Form 10-K
for the year ended October 31, 1994.

10(v) Board of Director's resolution dated January 24, 1995 reducing
benefit under the non-employee director retirement plan.

10(w) Form of Indemnification Agreement between the Company and
certain outside directors.

OTHER MATERIAL CONTRACTS

10(x) Termination Agreement dated as of May 26, 1994 between the
Company and Steven J. Halmos and Recission Agreement made and
entered into as of June 9, 1994 between the Company and
Steven J. Halmos, incorporated by reference to Exhibit 10(e)
from the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1994.

10(y) Agreement with Citicorp (South Dakota), N.A., effective
January 1, 1989, incorporated by reference to the Company's
Form 8 Amendment No. 3, dated November 10, 1989, to its
Quarterly Report on Form 10-Q for its fiscal quarter ended
April 30, 1989.

10(z) Second Amendment to Agreement with Citicorp (South Dakota),
N.A. dated March 31, 1992, incorporated by reference to
Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q
for its fiscal quarter ended April 30, 1992.

10(aa) Third Amendment to the Agreement with Citibank (South Dakota),
N.A., dated August 30, 1993, incorporated by reference to
Exhibit 10(ah) of the Company's Annual Report on Form 10-K
for its fiscal year ended October 31, 1993.

10(ab) Agreement with Peter Halmos, dated November 1, 1988, regarding
a marketing license for credit information services,
incorporated by reference to Exhibit 10(e) of the Company's
Annual Report on Form 10-K, for its fiscal year ended
October 31, 1988.

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<PAGE> 75
10(ac) First Amendment to Agreement, dated January 25, 1991,
regarding marketing license for credit information services,
incorporated by reference to Exhibit 10(m) of the Company's
Annual Report on Form 10-K for its fiscal year ended
October 31, 1990.

10(ad) Letter Agreement dated January 27, 1992, between CreditLine
Corporation and the Company, incorporated by reference to
Exhibit 10(q) of the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1991.

10(ae) Confirmation Agreement between Peter Halmos, High Plains
Capital Corporation, CreditLine Corporation and the Company
dated January 27, 1992, incorporated by reference to Exhibit
10(r) of the Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1991.

10(af) Public Relations Consulting Agreement dated October 25, 1994
between the Dilenschneider Group, Inc. and the Company,
incorporated by reference to Exhibit 10(ad) to the Company's
Annual Report on Form 10-K for the year ended October 31, 1994.

10(ag) Special Projects Public Relations Consulting Agreement dated
December 14, 1994 between the Company and the Dilenschneider
Group, Inc., incorporated by reference to Exhibit 10(ae) to the
Company's Annual Report on Form 10-K for the year ended
October 31, 1994.

15 Letter regarding unaudited financial information.

21 Subsidiaries of the Registrant.

23(a) Consent of Price Waterhouse LLP, Independent

23(b) Consent of Mahoney Adams & Criser, P.A., counsel for the
Company, incorporated by reference to Exhibits 5 and 8.

23(c) Consents of Directors

99 Form of Proxy to be used at the Annual Meeting of Stockholders
of SafeCard Services, Incorporated.

ITEM 22. Undertakings.

(1) The undersigned registrant hereby undertakes:

(a) to file during any period in which offers or sales of the
securities registered hereunder are being made, a post-
effective amendment to this Registration Statement;

II-7
<PAGE> 76
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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
this Registration Statement or any material change to
such information in this Registration Statement;

provided however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference
in this Registration Statement.

(b) That, for the purpose of determining any liability under the
Securities Act, 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.

(c) 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.

(2) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of the registrant's employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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.

(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under
Item 20 above, 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 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 Securities Act and will be governed by the final
adjudication of such issue.

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<PAGE> 77
(4) The undersigned registrant hereby undertakes that prior to any
public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning
of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration
form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.

(5) The undersigned registrant hereby undertakes that every
prospectus (i) that is filed pursuant to paragraph (4) immediately
preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until
such amendment is effective and that for purposes of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offering therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(6) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within
one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through
the date of responding to the request.

(7) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was
not the subject of and included in the registration statement when it
became effective.

II-9
<PAGE> 78
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Jacksonville, Florida, on the
24th day of March, 1995.

IDEON GROUP, INC.

By: /s/ Paul G. Kahn
---------------------------------------
Paul G. Kahn, Chairman and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ PAUL G. KAHN Director, Chairman and March 24, 1995
- ------------------------------ Chief Executive Officer
Paul G. Kahn

/S/ G. THOMAS FRANKLAND Director, Vice Chairman March 24, 1995
- ------------------------------ and Chief Financial Officer
G. Thomas Frankland (Principal Accounting Officer)

/S/ FRANCIS J. MARINO Director March 24, 1995
- ------------------------------
Francis J. Marino

/S/ JOHN R. BIRK Director March 24, 1995
- ------------------------------
John R. Birk

/S/ MARC F. JOSEPH Director March 24, 1995
- ------------------------------
Marc F. Joseph

</TABLE>

II-10
<PAGE> 79
<TABLE>
<CAPTION>
EXHIBIT INDEX PAGINATION BY SEQUENTIAL NUMBERING SYSTEM
<S> <C> <C>
2 Plan of Reorganization and Agreement of Merger dated 45-48
January 23, 1995 between the Company, Ideon Group, Inc.,
and Ideon Merger Company (included in the Proxy
Statement).

3(a) SafeCard Services, Incorporated's Certificate of Incorporated by reference to Exhibit 3(a) of the
Incorporation. Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1992.

3(b) SafeCard Services Insurance Company's Certificate of Incorporated by reference to Exhibit 3(e) of the
Incorporation. Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1987.

3(c) SafeCard Services Insurance Company's By-laws. Incorporated by reference to Exhibit 3(f) of the
Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1987.

3(d) SafeCard Services, Incorporated's By-laws. Incorporated by reference to Exhibit 3(e) of the
Company's Annual Report on Form 10-K for the
year ended October 31, 1994.

3(e) Certificate of Incorporation of Ideon Group, Inc. 49-50

3(f) By-laws of Ideon Group, Inc. 51-58

3(g) Certificate of Incorporation of Ideon Merger Company 82-85
dated January 20,1995.

3(h) By-laws of Ideon Merger Company. 86-94

5 Opinion of Mahoney Adams & Criser, P.A., counsel for the 95-96
Company, concerning the legality of the securities being
registered.

8 Opinion of Mahoney Adams & Criser, P.A. as to certain 97-100
federal income tax consequences.

MANAGEMENT CONTRACTS AND COMPENSATORY PLANS

10(a) Form of Non-Qualified Stock Option Agreement dated Incorporated by reference to Exhibit 10(a) of the
August 30, 1989 between the Company and an outside Company's Quarterly Report on Form 10-Q for its
director. fiscal quarter ended July 31, 1989.
</TABLE>

II-12
<PAGE> 80
<TABLE>
<S> <C> <C>
10(b) Form of Non-Qualified Stock Option Agreement dated Incorporated by reference to Exhibit 10(n) of the
October 16, 1991 between the Company and an outside Company's Annual Report on Form 10-K for its fiscal
director. year ended October 31, 1991.

10(c) Form of Non-Qualified 1991 Employee Stock Option Plan Incorporated by reference to Exhibit 10(o) of the
dated October 16, 1991 between the Company and twenty Company's Annual Report on Form 10-K for its fiscal
key employees. year ended October 3, 1991.

10(d) Board of Directors Resolution dated December 6, 1991 Incorporated by reference to Exhibit 10(s) of the
establishing a non-employee director retirement plan. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1991.

10(e) Indemnification Agreements for certain of the Incorporated by reference to Exhibit 10(x) to the
Company's directors dated October 2, 1992. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1992.

10(f) Indemnification Agreements for two of the Company's Incorporated by reference to Exhibit 10(ai) of the
Directors dated February 11, 1993 and September 1, Company's Annual Report on Form 10-K for its fiscal
1993. year ended October 31, 1993.

10(g) Forms of Non-Qualified Stock Option Agreements dated Incorporated by reference to Exhibit 10(aj) of the
February 11, 1993 and September 1, 1993 between the Company's Annual Report on Form 10-K for its fiscal
Company and two outside directors. year ended October 31, 1993.

10(h) 1994 Long Term Stock-Based Incentive Plan. Incorporated by reference to the Company's 1993
definitive proxy statement.

10(i) Second Amendment to the 1994 Long Term Stock-Based Incorporated by reference to Exhibit 10(i) of the
Incentive Plan. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.

10(j) Employment Agreement, effective as of December 1, Incorporated by reference to Exhibit 1 of the
1993, between the Company and Paul G. Kahn. Company's Current Report on Form 8-K filed on
December 6, 1993.

10(k) Employment Agreement, effective as of February 1, Incorporated by reference to the Company's Quarterly
1994, between the Company and Francis J. Marino. Report on Form 10-Q for the fiscal quarter ended
January 31, 1994.
</TABLE>

II-13
<PAGE> 81
<TABLE>
<S> <C> <C>
10(l) Amendment to Exhibit 3 of the Employment Agreement, Incorporated by reference to Exhibit 10(l) of the
effective as of February 1, 1994, between the Company Company's Annual Report on Form 10-K for its fiscal
and Francis J. Marino. year ended October 31, 1994.

10(m) Employment Agreement as of May 2, 1994, between the Incorporated by reference to Exhibit 10(a) of the
Company and G. Thomas Frankland. Company's Quarterly Report for its fiscal quarter
ended April 30, 1994.

10(n) Amendment to Exhibit 3 of the Employment Agreement, Incorporated by reference to Exhibit 10(n) of the
effective as of May 2, 1994, between the Company and Company's Annual Report of Form 10-K for its fiscal
G. Thomas Frankland. year ended October 31, 1994.

10(o) Indemnification Agreement as of April 7, 1994, between Incorporated by reference to Exhibit 10(b) of the
the Company and one outside director. Company's Quarterly Report for its fiscal quarter
ended April 30, 1994.

10(p) Non-Qualified Stock Option Agreement as of April 7, Incorporated by reference to Exhibit 10(c) of the
1994, between the Company and one outside director. Company's Quarterly Report for its fiscal quarter
ended April 30, 1994.

10(q) Employment Agreement, effective as of September 14, Incorporated by reference to Exhibit 10(q) of the
1995, between the Company and John R. Birk. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.

10(r) Amendment, effective as of January 1, 1995, to Incorporated by reference to Exhibit 10(r) of the
Employment Agreement, between the Company and John R. Company's Annual Report on Form 10-K for its fiscal
Birk. year ended October 31, 1994.

10(s) Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10(s) of the
Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.

10(t) Form of Executive Agreement between the Company and Incorporated by reference to Exhibit 10(t) of the
certain senior officers. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.

10(u) Form of Non-Qualified Stock Option Agreement under the Incorporated by reference to Exhibit 10(u) of the
1994 Long Term Stock-Based Incentive Plan between the Company's Annual Report on Form 10-K for its fiscal
Company and certain officers of the Company. year ended October 31, 1994.
</TABLE>

II-14
<PAGE> 82
<TABLE>
<S> <C> <C>
10(v) Board of Directors Resolution dated January 24, 1995 101
reducing benefit under the nonemployees directors
retirement plan.

10(w) Form of Indemnification Agreement between the 102-110
Company and certain outside directors.

OTHER MATERIAL CONTRACTS

10(x) Termination Agreement dated as of May 26, 1994 between Incorporated by reference to Exhibit 10(e) from the
the Company and Steven J. Halmos and Recission Company's Quarterly Report on Form 10-Q for the
Agreement made and entered into as of June 9, 1994 fiscal quarter ended July 31, 1994.
between the Company and Steven J. Halmos.

10(y) Agreement with Citicorp (South Dakota), N.A., effective Incorporated by reference to the Company's Form 8
January 1, 1989. Amendment No. 3, dated November 10, 1989, to its
Quarterly Report on Form 10-Q for its fiscal quarter
ended April 30, 1989.

10(z) Second Amendment to Agreement with Citicorp (South Incorporated by reference to Exhibit 10(b) to the
Dakota), N.A. dated March 31, 1992. Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended April 30, 1992.

10(aa) Third Amendment to the Agreement with Citibank (South Incorporated by reference to Exhibit 10(ah) of the
Dakota), N.A., dated August 30, 1993. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1993.

10(ab) Agreement with Peter Halmos, dated November 1, 1988, Incorporated by reference to Exhibit 10(e) of the
regarding a marketing license for credit information Company's Annual Report on Form 10-K, for its fiscal
services. year ended October 31, 1988.

10(ac) First Amendment to Agreement, dated January 25, 1991, Incorporated by reference to Exhibit 10(m) of the
regarding marketing license for credit information Company's Annual Report on Form 10-K for its fiscal
services. year ended October 31, 1990.

10(ad) Letter Agreement dated January 27, 1992, between Incorporated by reference to Exhibit 10(q) of the
CreditLine Corporation and the Company. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1991.

10(ae) Confirmation Agreement between Peter Halmos, High Incorporated by reference to Exhibit 10(r) of the
Plains Capital Corporation, CreditLine Corporation and Company's Annual Report on Form 10-K for its fiscal
the Company dated January 27, 1992. year ended October 31, 1991.
</TABLE>

II-15
<PAGE> 83
<TABLE>
<S> <C> <C>
10(af) Public Relations Consulting Agreement dated October 25, Incorporated by reference to Exhibit 10(ad) of the
1994 between the Dilenschneider Group, Inc. and the Company's Annual Report on Form 10-K for its fiscal
Company. year ended October 31, 1994.

10(ag) Special Projects Public Relations Consulting Agreement Incorporated by reference to Exhibit 10(ae) of the
dated December 14, 1994 between the Company and the Company's Annual Report on Form 10-K for its fiscal
Dilenschneider Group, Inc. year ended October 31, 1994.

15 Letter regarding unaudited financial information. 111

21 Subsidiaries of the Registrant. 112

23(a) Consent of Price Waterhouse LLP, Independent Accountants. 113

23(b) Consent of Mahoney Adams & Criser, P.A., counsel for Incorporated by reference to Exhibits 5 and 8.
the Company.

23(c) Consents of Directors 114-122

99 Form of Proxy to be used for the Annual Meeting of 123-124
Stockholders of SafeCard Services, Incorporated.
</TABLE>

II-16

<PAGE> 1

EXHIBIT 3(g)

CERTIFICATE OF INCORPORATION
OF
IDEON MERGER COMPANY

The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and the purposes hereinafter stated,
under the provisions and subject to the requirements of the laws of the State
of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts
thereof and supplemental thereto, and referred to as the "Delaware General
Corporation Law") hereby adopts the following Certificate of Incorporation:

Article I

The name of this corporation shall be IDEON MERGER COMPANY.

Article II

The principal place of business and mailing address of this
corporation shall be 7596 Centurion Parkway, Jacksonville, Florida 32256.

Article III

The maximum number of shares of stock which this corporation is
authorized to issue is 1,000 shares of common stock having a par value of $0.01
per share.

Article IV

The address, including street, number, city and county, of the initial
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, Dover, Kent County, Delaware, 19904, and the name of the
initial registered agent at that office is THE PRENTICE-HALL CORPORATION
SYSTEM, INC.

Article V

The name and street address of the incorporator of this corporation
are:

Lisa Ormand
7596 Centurion Parkway
Jacksonville, Florida 32256

Article VI

The corporation shall exist perpetually.
<PAGE> 2

Article VII

Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

Article VIII

This corporation is organized for the purpose of engaging in any or
all lawful acts or activities permitted under the laws of the United States of
America and of the State of Delaware.

Article IX

The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders:

(1) The management of the business and the conduct of the affairs
of the corporation shall be vested in its Board of Directors.
The number of directors of the corporation which shall
constitute the whole Board of Directors shall be fixed by, or
in the manner provided in, the By-Laws. The phrase "whole
Board" shall be deemed to have the same meaning as the total
number of directors which the corporation would have if there
were no vacancies. No election of directors need be by
written ballot unless the By-Laws so provide.

(2) After the original or other By-Laws of the corporation have
been adopted, amended, or repealed, as the case may be, in
accordance with Section 109 of the Delaware General
Corporation Law, and after the corporation has received any
payment for any of its stock, the power to adopt, amend or
repeal the By-Laws of the

2
<PAGE> 3

corporation may be exercised by the Board of Directors of the
corporation.

(3) Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the
holder thereof to notice of, and the right to vote at, any
meeting of stockholders.

(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such
acts and things as may be exercised or done by the
corporation; subject, nevertheless, to the provisions of the
Delaware General Corporation Law, this Certificate, and to any
By-Laws.

Article X

The personal liability of the directors of the corporation hereby is
eliminated to the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the Delaware General Corporation Law, as
the same may be amended or supplemented. No amendment to or repeal of this
Article X or adoption of any provision of this Certificate of Incorporation
inconsistent with this Article X shall prejudice the exculpatory effect of this
Article X with respect to any act or omission occurring prior to the effective
date of such amendment repeal or inconsistent provision.

Article XI

The corporation shall, to the fullest extent permitted by Section 145
of the Delaware General Corporation Law, as amended or supplemented from time
to time, indemnify all persons whom it may indemnify pursuant thereto, and such
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Article XII

The corporation expressly elects not to be governed by Section 203 of
Delaware General Corporation Law.

Article XIII

From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed and other provisions
authorized by the laws of the State of

3
<PAGE> 4

Delaware at the time in force may be added or inserted in the manner
and at the time prescribed by said laws, and all rights at any time
conferred upon the stockholders of the corporation by this Certificate
of Incorporation are granted subject to the provisions of this Article
XIII.

IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation the 19th of January, 1995.

/s/ LISA ORMAND
----------------------------------
Lisa Ormand, Incorporator

<PAGE> 1

EXHIBIT 3(h)

BYLAWS
OF
IDEON MERGER COMPANY

ARTICLE I
BUSINESS OFFICES

The corporation shall have such offices as its business may require in
or out of the State of Delaware.

ARTICLE II
REGISTERED OFFICES AND REGISTERED AGENTS

The address of the initial registered office in the State of Delaware
and the name of the initial registered agent of the corporation at such address
are set forth in the Certificate of Incorporation. The corporation may, from
time to time, designate a different address as its registered office or a
different person as its registered agent. The corporation may also have other
offices at such other places, either within or without the State of Delaware,
as the Board of Directors may determine or as the activities of the corporation
may require.

ARTICLE III
STOCKHOLDERS' MEETINGS

A. PLACE OF MEETING. Meetings of the stockholders shall be held at
the principal office of the corporation or at any other place (in or out of the
State of Delaware) designated in the notice of the meeting or in a duly
executed waiver of notice thereof.

B. ANNUAL MEETING. An annual meeting of the stockholders shall be
held within one hundred and twenty (120) days after the close of each fiscal
year of the corporation, or on such other date as the Board of Directors may
designate, at a time and place designated by the Board of Directors. The
stockholders shall elect a Board of Directors and transact other business at
the annual meeting.

C. SPECIAL MEETINGS. Special meetings of the stockholders shall be
held: (1) when directed by the President, (2) when directed by the Board of
Directors, or (3) when called by the President or the Secretary at the request
in writing of a majority of the Board of Directors. Such request in writing
shall state the purpose or purposes of the proposed meeting.

D. NOTICE. Written notice stating the place, day, and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by transmitting
such notice with confirmed delivery (including, by telex, cable or other form
of recorded communication, provided that the delivery of such notice in written
form
<PAGE> 2

is confirmed in writing), or by first class mail, by or at the direction of the
President, the Secretary, or the officer or persons calling the meeting to each
stockholder of record entitled to vote at such meeting. If mailed, the notice
shall be deemed to be delivered when deposited, postage prepaid, in the United
States mail addressed to the stockholder at his or her address as it appears on
the stock transfer books of the corporation.

E. NOTICE OF ADJOURNED MEETINGS. When a meeting is adjourned to
another date, time or place, it shall not be necessary to give any notice of the
adjourned meeting if the date, time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken, and any
business may be transacted at the adjourned meeting that might have been
transacted on the original date of the meeting. If, however, after the
adjournment, the Board of Directors fixes a new record date for the adjourned
meeting or if the adjournment is for more than thirty days, a notice of the
adjourned meeting shall be given as provided herein to each stockholder of
record entitled to vote at such meeting. At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.

F. WAIVER OF NOTICE. A stockholder may waive any notice required to
be given to the stockholder, whether before or after the time stated in the
notice, if a waiver thereof in writing. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the stockholders need
be specified in the written waiver of notice. Attendance of a stockholder at a
meeting shall constitute a waiver of notice of the meeting, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the holding of the meeting or the transacting of
business at the meeting.

G. STOCKHOLDER QUORUM. The holders of a majority of the stock
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at a meeting of stockholders, except as otherwise specially provided by
these By-laws, by the Certificate of Incorporation or by statute. In all
matters other than the election of directors, the affirmative vote, at a
meeting of stockholders duly held and at which a quorum is present, of a
majority of the shares present in person or represented by proxy at such
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, except as is otherwise specially provided by these By-laws, by
the Certificate of Incorporation or by statute. Directors shall be elected by
a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors. A
majority of the shares present or represented and entitled to vote at any
meeting of stockholders may adjourn the meeting to another time and place
whether or not a quorum exists.

H. VOTING OF SHARES. Except as may otherwise be provided in the
Certificate of Incorporation, each stockholder shall have one vote for each
share of capital stock entitled to vote registered in his or her name. Each
stockholder entitled to vote may authorize another person or persons to act as
proxy; however, no proxy shall be voted three years after the date thereof,
unless the proxy provides for a longer period. At each election of directors,
every stockholder entitled to vote at such election shall have the right to
vote, in person or by proxy, the number of shares owned by such stockholder for
as many persons as there are directors to be elected at the time for whose
election such stockholder has a right to vote. No cumulative voting shall be
permitted.

2
<PAGE> 3

I. ACTION BY STOCKHOLDERS WITHOUT A MEETING. Except as may otherwise
be provided in the Certificate of Incorporation, any action which may be taken
at any meeting of stockholders of the corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in writing
setting forth the action so taken, is signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous consent shall be
given to those stockholders who have not so consented.

ARTICLE IV
DIRECTORS

A. FUNCTION. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of this corporation shall be managed
by or under the direction of the Board of Directors.

B. COMPENSATION. The Board of Directors shall have authority to fix
the compensation of directors unless otherwise provided in the Certificate of
Incorporation.

C. NUMBER. This corporation initially shall have one (1) director.
The number of directors may be increased or diminished from time to time by the
Board of Directors, but shall never be less than one (1).

D. ELECTION AND TERM.

(1) Each person elected at the organizational meeting as
a member of the initial Board of Directors shall hold office until the first
annual meeting of stockholders and until his or her successor shall have been
elected and qualified or until his or her earlier resignation, removal from
office or death.

(2) At the first annual meeting of stockholders and at
each annual meeting thereafter, the stockholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold
office for the term for which he or she is elected and until his or her
successor shall have been elected and qualified or until his or her earlier
resignation, removal from office or death.

E. REMOVAL OF DIRECTORS. Unless otherwise provided in any contract
with the corporation, any director may resign or be removed at any time. A
director who intends to resign shall give written notice to the President or to
the Secretary. Removal of a director, with or without cause, may be effected
by the affirmative vote of the holders of a majority of the stock entitled to
vote.

3
<PAGE> 4

F. VACANCIES. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, or by the
stockholders. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor and until his successor is duly chosen.

G. QUORUM AND VOTING. At a meeting of the Board, a majority of the
number of directors fixed by these bylaws shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which the quorum is present shall be the act of the Board of
Directors, unless a greater number is specially required by the By-laws,
Certificate of Incorporation or by statute. A majority of the directors
present, whether or not a quorum exists, may adjourn any meeting of the Board
of Directors to another time and place. Notice of any such adjourned meeting
shall be given, as provided in these By-laws, to the directors who are not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.

H. COMMITTEES.

(1) The Board of Directors, by resolution adopted by a
majority of the whole Board of Directors, may designate one or more directors
to constitute a committee. Such committee, to the extent provided in such
resolution, shall have and may exercise the powers of the Board of Directors,
except as limited by the laws of the State of Delaware. Any director may be
removed from a committee with or without cause by the affirmative vote of a
majority of the entire Board of Directors.

(2) The Board of Directors, by resolution adopted in
accordance with this section, may designate one or more directors as alternate
members of any such committee, who may act in the place and stead of any absent
or disqualified member or members at any meeting of such committee.

I. PLACE OF MEETING. Regular and special meetings of the Board of
Directors may be held in or out of the State of Delaware.

J. TIME, NOTICE AND CALL OF MEETINGS.

(1) Regular meetings of the Board of Directors shall be
held immediately following the annual meeting of stockholders each year.
Other regular or special meetings may be held at such times thereafter as the
Board of Directors may fix and at such other times as called by the President
of the corporation. Written notice of the time and place of special meetings
of the Board of Directors shall be given to each director by either personal
delivery, telephone, telegram, or facsimile transmission or by first class
mail, at least twenty four (24) hours before the meeting.

(2) Notice of a meeting of the Board of Directors need
not be given to any director who signs a waiver of notice either before or
after the meeting. Attendance of a director

4
<PAGE> 5

at a meeting shall constitute a waiver of notice of such meeting and waiver of
any and all objections to the place of the meeting, the time of the meeting, or
the manner in which it has been called or convened, except when a director
states, at the beginning of the meeting (or upon the director s arrival, if
later), any objection to the transaction of business because the meeting is not
lawfully called or convened.

(3) Members of the Board of Directors may participate in
a meeting of the board by conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation by a director by such means shall constitute
presence in person at a meeting.

K. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of the Board of Directors or at a meeting of a committee
thereof, may be taken without a meeting if all of the directors, or all of the
members of the committee, as the case may be, consent in writing, and such
consent is filed in the minutes of the proceedings of the board or of the
committee. Action taken under such a consent shall become effective when the
last director signs the consent (unless the consent provides a different
effective date), and shall have the same effect as a unanimous vote.

ARTICLE V
OFFICERS

A. OFFICERS. This corporation shall have a President and a
Secretary. This corporation may have a chairman, one or more executive vice
presidents, one or more senior vice presidents, one or more vice presidents, a
treasurer, one or more assistant secretaries and assistant treasurers. Each
officer shall be elected by the Board of Directors and shall serve until his or
her successor is chosen and qualified or until his or her earlier removal or
termination. The President is authorized to appoint such officers on an
interim basis, subject to election by the Board of Directors at its next
meeting. All other officers and agents shall be chosen, serve for such terms
and have such duties as may be determined by the President or the Board of
Directors. Any person may simultaneously hold two or more offices.

B. DUTIES. The officers of this corporation shall have the following
duties:

(1) The Chairman, if a chairman shall be elected, shall
preside at meetings of stockholders and directors, discharging all duties
incumbent upon a presiding officer, and shall perform such other duties as the
By-laws provide and as the Board of Directors may prescribe. The chairman
shall have general authority to execute bonds, deeds, contracts and other
documents in the name and on behalf of the corporation and shall perform all
such other acts and duties as are incident to the office or are properly
required of such chairman by the Board of Directors.

(2) The President shall be the chief executive officer of
the corporation, shall have general and active management of the business and
affairs of the corporation subject to the directions of the Board of Directors.
The president shall report to the Board of Directors and shall also exercise

5
<PAGE> 6

such other powers and perform such other duties as the Board of Directors may
prescribe. The president shall have general authority to execute bonds, deeds,
contracts and other documents in the name and on behalf of the corporation and
shall make reports to the Board of Directors and the stockholders and shall
perform all such other duties as are incident to the office or are properly
required of the chief executive officer by the Board of Directors. In the
absence of the chairman, the chief executive officer shall perform and exercise
the authority of the chairman. In the absence of the chairman and the chief
executive officer, the officer designated by the president as the most senior
officer of the corporation may perform the duties and exercise the authority of
the chairman and the president, subject to the Board of Directors' right to
make the designation or supersede any designation so made.

(3) Any Executive Vice President, Senior Vice President
and Vice President shall have such powers and perform such duties as shall be
prescribed by the Board of Directors or the president.

(4) The Secretary shall keep true and complete records of
the proceedings of the meetings of the stockholders, the Board of Directors and
any committees of directors and shall file any written consents of the
stockholders, the Board of Directors and any committees of directors with these
records. It shall be the duty of the secretary to be custodian of the records
and of the seal of the corporation. The secretary shall also attend to the
giving of all notices and shall perform such other duties as the By-laws may
provide or the Board of Directors may assign.

(5) The Assistant Secretary, if one shall be elected,
shall have such powers and perform such duties as the president, secretary or
the Board may from time to time assign and shall perform such other duties as
may be prescribed by these By-laws. At the request of the secretary, or in
case of his or her absence or inability to act, the assistant secretary shall
perform the duties of the secretary and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the secretary.

(6) The Treasurer shall be the chief financial officer of
the Company and shall keep correct and complete records of account showing
accurately at all times the financial condition of the corporation. The
treasurer shall also act as legal custodian of all moneys, notes, securities,
and other valuables that may from time to time come into the possession of the
corporation, and shall promptly deposit all funds of the corporation coming
into his hands in the bank or other depository designated by the Board of
Directors and shall keep this bank account in the name of the corporation.
Whenever requested by the Board of Directors, the treasurer shall furnish a
statement of the financial condition of the corporation and shall perform such
other duties as the By-laws may provide and the Board of Directors may assign.

(7) The Assistant Treasurer, if one shall be elected,
shall have such powers and perform such duties as the president, treasurer or
Board may from time to time assign and shall perform such other duties as may
be prescribed by these By-laws. At the request of the treasurer, or in case of
his absence or inability to act, the assistant treasurer shall have all the
powers of, and be subject to all the restrictions upon, the treasurer.

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<PAGE> 7

C. REMOVAL OF OFFICERS. Unless otherwise provided in any contract
with the corporation, any officer may resign or be removed at any time. An
officer who intends to resign shall give written notice to the President or to
the Secretary. Removal of an officer, with or without cause, may be effected
by the Board of Directors.

D. VACANCIES. Any vacancy, however occurring, in any office may be
filled by the Board of Directors.

E. TRANSFER OF AUTHORITY. In case of the absence of any officer of
the corporation for any other reason that the Board of Directors may deem
sufficient, the Board may transfer the powers of duties of that officer to any
other officer or to any director or employee of the corporation, provided that
a majority of the entire Board approves.

ARTICLE VI
STOCK CERTIFICATES

A. CONSIDERATION AND PAYMENT. The capital stock may be issued for
such consideration, not less than the par value of any such stock expressed in
dollars, as shall be fixed by the Board of Directors. Payment of such
consideration may be made, in whole or in part, in money, other tangible or
intangible property, labor or services performed. No certificate shall be
issued for any share until the share is fully paid.

B. STOCK CERTIFICATE. Every holder of the capital stock of the
corporation shall be entitled to a certificate signed by, or in the name of the
corporation, by the chairman or vice-chairman, if any, or the president or a
vice- president and by the secretary or an assistant secretary or the treasurer
or an assistant treasurer. Any of or all the signatures on the certificate may
be a facsimile. Upon each such certificate shall appear such legend or legends
as may be required by law or by any contract or agreement to which the
corporation is a party. No certificate shall be valid without such signatures
or legends as are required hereby.

C. LOST CERTIFICATE. Whenever a person shall request the issuance of
a certificate of stock to replace a certificate alleged to have been lost by
theft, destruction or otherwise, the Board of Directors shall require that such
person make an affidavit to the fact of such loss before the Board shall
authorize the requested issuance. Before issuing a new certificate the Board
may also require a bond of indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost.

D. TRANSFER OF STOCK. The corporation or its transfer agent shall
register a transfer of a stock certificate, issue a new certificate and cancel
the old certificate upon presentation for transfer of a stock certificate duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer if there has been compliance with any applicable tax law
relating to the collection of taxes and after the corporation or its agent has
discharged any duty to inquire into any adverse claims of which the corporation
or agent has notice. Notwithstanding the foregoing, no such transfer shall be
effected by the corporation or its transfer agent if such transfer is
prohibited by statute, by the Certificate of Incorporation or a By-Law of the
corporation or by any contract or agreement to which the corporation is a
party.

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<PAGE> 8

ARTICLE VII
SPECIFIC CORPORATE ACTIONS

All checks, drafts, notes, bonds, bills of exchange, and orders for
the payment of money of the corporation; all deeds, mortgages and other written
contracts and agreements to which the corporation shall be a party; and all
assignments or endorsements of stock certificates, registered bonds or other
securities owned by the corporation shall be signed by any officer of the
corporation and, if required by law, attested by the secretary or an assistant
secretary, unless otherwise directed by the Board of Directors or otherwise
required by statute.

ARTICLE VIII
DIVIDENDS

A. DIVIDENDS. Subject to any limitations or conditions contained in
the Certificate of Incorporation, dividends may be declared by a resolution
duly adopted by the Board of Directors and may be paid in cash, property or in
shares of the capital stock of the corporation.

B. RESERVES. Before payment of any dividend, the Board of Directors
may set aside out of any funds available for dividends such sum or sums as the
Board, it its absolute discretion, deems proper as a reserve fund to meet
contingencies or for equalizing dividends or to repair or maintain property or
to serve such other purposes conducive to the interests of the corporation.

ARTICLE IX
CORPORATE SEAL

The Board of Directors may provide a corporate seal which shall have
the name of the corporation inscribed thereon, and may be facsimile, engraved,
printed or an impression seal.

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<PAGE> 9

ARTICLE X
AMENDMENT

A. POWER TO AMEND. These By-laws may be altered, amended or repealed,
and new By-laws may be adopted, by either the Board of Directors or the
stockholders.

B. REQUISITES FOR AMENDMENT BY STOCKHOLDERS. These By-laws (including
any By-Law that may be amended by the Board of Directors) may be amended or
repealed, wholly or in part, by a majority of the stockholders entitled to vote
thereon present at any stockholder's meeting if notice of the proposed action
was included in the notice of the meeting or is waived in writing by a majority
of the stockholders entitled to vote thereon.

ARTICLE XI
INDEMNIFICATION OF DIRECTORS AND OFFICERS

A. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each person who at any
time is or shall have been a director or officer of the corporation, or
is or shall have been serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, and his heirs, executors and administrators, shall
be indemnified by the corporation in accordance with and to the full extent
permitted by the General Corporation Law of Delaware as in effect at the time
of the adoption of these By-laws or as amended from time to time, and as
provided in the Certificate of Incorporation. The foregoing right of
indemnification shall not be deemed exclusive of other rights to which any
director, officer, employee, agent or other person may be entitled in any
capacity as a matter of law or under these By-laws, vote of stockholders or
directors, or otherwise.

B. FURTHER INDEMNIFICATION. In addition to any indemnification
provided for herein, this corporation may make such other and further
indemnification or advancement of expenses of any of its directors, officers,
employees, or agents as may be approved from time to time by the Board of
Directors.

C. INSURANCE. Without limiting the generality of the foregoing, this
corporation shall have the power to (i) purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of this corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
or her and incurred by him or her in any capacity, or arising out of his or her
status as such, whether or not this corporation would have the power to
indemnify him or her against such liability under applicable law and (ii) to
enter into agreements with the persons of the class identified in clause (i)
above indemnifying them against any and all liabilities (or such lesser
indemnification as may be provided in such agreements) asserted against or
incurred by them in such capacities.

<PAGE> 1

EXHIBIT 5

March 23, 1995

SafeCard Services, Incorporated
3001 East Pershing Boulevard
Cheyenne, Wyoming 82001

Ideon Group, Inc.
7596 Centurion Parkway
Jacksonville, Florida 32256

Ladies and Gentlemen:

We refer to the registration statement of SafeCard Services,
Incorporated ("SafeCard") on Form S-4 filed with the Securities and Exchange
Commission on March 24, 1995, covering the registration under the Securities Act
of 1933, as amended, of up to 32,100,000 shares, $.01 par value (the "Shares"),
of common stock of Ideon Group, Inc., a wholly-owned subsidiary of SafeCard
("Ideon"). Such registration statement is hereinafter referred to as the
"Registration Statement". The Shares are to be issued to shareholders of
SafeCard upon consummation of the merger of Ideon Merger Company, a
wholly-owned subsidiary of Ideon, with and into SafeCard pursuant to the terms
and subject to the conditions of the Plan of Reorganization and Agreement of
Merger dated January 23, 1995 by and among SafeCard, Ideon and Ideon Merger
Company (the "Reorganization Agreement").

As counsel for Ideon, we have examined the Registration Statement and
the Reorganization Agreement, and we are familiar with the proceedings taken by
Ideon relating to them. We have also examined the Articles of Incorporation
and the Bylaws of Ideon, and such Ideon records, certificates and other
documents as we have considered necessary or appropriate for the purposes of
this opinion.

Based on the foregoing, it is our opinion that the issuance of the
Shares has been duly and validly authorized by Ideon and that the Shares, upon
issuance in accordance with the terms of the Reorganization Agreement, will be
legally issued, fully paid and non-assessable.
<PAGE> 2

We hereby consent to the use of our name in the Registration Statement
as counsel for Ideon who will pass upon the legality of the Shares and as
having prepared this opinion and to the use of this opinion as an exhibit to
the Registration Statement. We also consent to the use of our name as counsel
for Ideon and to the references to this firm in the joint Proxy Statement and
Prospectus which constitutes part of the Registration Statement.

In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Mahoney Adams & Criser, P.A.
MAHONEY ADAMS & CRISER, P.A.

<PAGE> 1
EXHIBIT 8

March 17, 1995

SafeCard Services, Inc.
7596 Centurion Parkway
Jacksonville, Florida 32256

Re: Plan of Reorganization and Agreement of Merger dated as of
January 23, 1995 among SafeCard Services, Inc., Ideon Group,
Inc. and Ideon Merger Company

Ladies and Gentlemen:

This letter responds to your request for our opinion as to whether the
merger (the "Merger") of Ideon Merger Company, a Delaware corporation ("IMC")
into and with SafeCard Services, Inc., a Delaware corporation (the "Company")
pursuant to the Plan of Reorganization and Agreement of Merger dated as of
January 23, 1995, among the Company, Ideon Group, Inc., a Delaware corporation
("Ideon") and IMC (the "Agreement") constitutes a reorganization under Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code") and
the regulations thereunder as well as certain other related tax issues arising
as a consequence of such reorganization. All references herein to "Section"
refer to the Code and all references to "Treas. Reg." refer to the Treasury
Regulations adopted or proposed as of the date of this opinion.

The Company owns one hundred percent of the stock of Ideon and Ideon
owns one hundred percent of the stock of IMC. Both Ideon and IMC are
newly-formed corporate entities. Pursuant to the Agreement, IMC will merge
into and with the Company, under the General Corporation Law of the State of
Delaware, with the Company being the surviving corporation. As a result, the
Company will become a wholly-owned subsidiary of Ideon. Pursuant to the
Agreement and by operation of law, stockholders of the Company will be deemed
to have surrendered one hundred percent of the issued and outstanding shares of
the Company solely in exchange for voting stock of Ideon. No consideration
will be paid to the stockholders of the Company other than voting stock of
Ideon.

In rendering the opinions expressed herein, we have reviewed such
information as we have deemed relevant, including the Agreement, and the
Certificates of Representations dated March 16, 1995 of the Company, Ideon and
IMC (which "Certificates" are incorporated herein by reference (all of which
are collectively referred to herein as the "Documents"). In our examination of
the Documents, we have assumed with your consent that all Documents submitted
to us as photocopies faithfully reproduce the originals thereof, that such
originals are authentic, that all such Documents have been duly executed to the
extent required, and that all statements set forth in such Documents are
accurate.
<PAGE> 2

LAW

In order to qualify as a Section 368(a)(1)(A) reorganization, the
Merger must (1) constitute a merger effected pursuant to State law, (2) be
consummated pursuant to a duly adopted plan of reorganization, (3) meet the
requirements of Section 368(a)(2)(E) of the Code, (4) be undertaken for a
genuine corporate or business purpose, (5) satisfy the continuity of business
enterprise requirement and (6) satisfy the continuity of interest requirement,
as discussed below:

(1) The Merger must constitute a merger effected pursuant to the
corporation laws of the United States or a state or territory or the District
of Columbia. Treas. Reg. Section 1.368-2(b)(1). In this regard, IMC will be
merged into and with the Company pursuant to and in conformity with the General
Corporation Law of the State of Delaware.

(2) The Merger and exchange of stock must be consummated pursuant
to a plan of reorganization. The plan of reorganization must be adopted by
each of the corporations that are parties to the transaction, and the adoption
must be shown by the acts of its duly constituted responsible officers and
appear upon the official records of the corporation. Treas. Reg. Section
1.368-3(a). In this regard, the Merger and the exchange of stock will be
effected pursuant to the Agreement and a plan of reorganization duly adopted
and executed by the Company, Ideon and IMC.

(3) Pursuant to Section 368(a)(2)(E) of the Code and Revenue
Ruling 77-428, a transaction which otherwise qualifies as a statutory merger
under Section 368(a)(1)(A) of the Code will not be disqualified by reason of
the fact that stock of a corporation which before the merger was in control of
the merged corporation is used in the transaction if, after the transaction:

(a) The Company holds substantially all of its properties and
substantially all of the properties of IMC.

The term "substantially all" for this purpose has the
meaning set forth in Section 368(a)(1)(C) of the Code and
applies separately to the Company and IMC. As noted in the
Documents, and confirmed in the Certificates it is anticipated
that the Company will hold one hundred percent of the fair
market value of all of its own properties and one hundred
percent of the fair market value of all of the properties of
IMC after the Merger.

(b) Former stockholders of the Company must exchange, for voting
stock of Ideon, an amount of stock in the Company which
constitutes control of the Company.

"Control" is defined in Section 368(c) as ownership of
stock possessing at least eighty percent of the total combined
voting power of all classes of stock entitled to vote and at
least eighty percent of the total number of shares of all
other classes of stock of the corporation. Pursuant to the
Agreement,

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<PAGE> 3

stockholders of the Company will be deemed to have surrendered
one hundred percent of their stock in the Company in exchange
solely for voting stock of Ideon. As described in the
Documents and confirmed in the Certificates, it is anticipated
that no consideration other than voting stock of Ideon will be
transferred to or will be exchanged with stockholders of the
Company. In addition, Ideon will own one hundred percent of
the stock of the Company immediately after the transaction and
does not intend to sell, redeem or otherwise dispose of such
stock.

(4) The Merger must be undertaken for a genuine corporate or
business purpose other than the avoidance of federal income taxes. Treas. Reg.
Sections 1.368-1(b), 1(c) and 2(g); Gregory v. Helvering, 293 U.S. 465 (1935).
In this regard, it has been represented to us that the purpose of the Merger
is, among other reasons, (a) to form a holding company structure to provide the
organization with flexibility in establishing and separating different business
ventures into wholly-owned subsidiaries, (b) to allow the Company to increase
the number of shares of common stock authorized for issuance by the Company and
to facilitate stock splits, stock dividends and additional stock-based
incentives, (c) to allow the Board of Directors of the Company to issue
preferred stock for a variety of business reasons, and (d) to facilitate a
change of the name of the organization to reflect the varied business ventures
of the Company.

(5) The Merger must satisfy the continuity of business enterprise
requirement. To qualify, Ideon must either (i) continue the historic business
of the Company or (ii) use a significant portion of the historic business
assets of the Company in a business. Treas. Reg. Section 1.368-1(d). We
understand that Ideon intends to acquire and retain, through its one hundred
percent ownership of the stock of the Company, all of the historic business
assets of the Company and to continue indefinitely the historic business of the
Company.

(6) The owners of the Company must also receive and retain a
continuing proprietary interest in Ideon. Treas. Reg. Sections 1.368-1(b) and
(c). For advance ruling purposes, the Internal Revenue Service will consider
the continuity of interest requirement satisfied if stockholders of the Company
receive and retain an amount of stock of Ideon equal in value, as of the
effective date of the reorganization, to at least fifty percent of the value of
all of the outstanding stock of the Company as of the same date. Rev. Proc.
77-37, 1977-2 C.B. 568, 569. In addition, courts have held the continuity of
interest requirement to be satisfied where the stockholders of the acquired
corporation receive and retain an amount of stock equal in value to somewhat
less than fifty percent of the value of the acquired corporation's stock. See,
e.g., John A. Nelson Co. v. Helvering, 296 U.S. 374 (1935). In this regard,
the Certificates state that stockholders of the Company will receive and are
expected to retain an amount of stock of Ideon equal in value, as of the date
of the Merger, in excess of fifty percent of the value of all of the
outstanding stock of the Company as of the same date.

OPINIONS

Based on the foregoing and in reliance on the Certificates of
Representations as to factual matters relevant to our determinations, we are of
the opinion that the Merger qualifies as

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<PAGE> 4

reorganization under Section 368(a)(1)(A) of the Code by reason of Section
368(a)(2)(E) of the Code. We are also of the opinion that:

(1) No gain or loss will be recognized by the Company, Ideon or
IMC as a result of the Merger. See Code Sections 361(a) and
1032; Revenue Rulings 77-428 and 57-278.

(2) No gain or loss will be recognized by the stockholders of the
Company in connection with the Merger upon the receipt of
stock of Ideon in exchange for the stock of the Company. See
Code Section 354(a)(1).

(3) The tax basis of the Ideon stock to be received by the
stockholders of the Company in connection with the Merger will
be the same as the basis in the stock of the Company deemed to
have been surrendered in exchange therefor. See Code Section
358(a)(1).

(4) The holding period of the Ideon stock to be received by
stockholders of the Company in connection with the Merger will
include the holding period of the Company's stock surrendered
in exchange therefor, provided that the Company's stock is
held as a capital asset by such stockholder at the effective
time of the Merger. See Code Section 1223(1).

The opinions expressed herein are based upon existing statutory and
regulatory authority, any of which may be changed at any time with retroactive
effect. In addition, our opinions are based solely on the Documents that we
have examined, the Certificates, the additional information that we have
obtained, and the statements set out herein, which we have assumed are true on
the date hereof and will be true on the date on which the sale is consummated.
Our opinions cannot be relied upon if any of the facts pertinent to the Federal
income tax treatment of the Merger stated in such Documents or Certificates, or
in such additional information is, or later becomes, inaccurate or incomplete,
or if any of the statements set out herein are, or later become, inaccurate or
incomplete. Finally, our opinions are limited to the tax matters specifically
covered thereby. We have not been asked to address, nor have we addressed, any
other tax consequences associated with any other transactions involving the
Merger, the Company, Ideon, IMC or any stockholders thereof.

These opinions are being provided solely for the benefit of the
Company and the stockholders of the Company. No other person or party shall be
entitled to rely on these opinions without our prior written permission.

Sincerely,

MAHONEY ADAMS & CRISER, P.A.

<PAGE> 1

EXHIBIT 10(v)

FURTHER RESOLVED, that the directors retirement plan hereby is
amended so that (a) the maximum annual annuity payable thereunder is
one half of the amount of then current retainer and (b) the 50%
annuity paid to the surviving spouse of a deceased director is
eliminated;

FURTHER RESOLVED, that the foregoing changes shall not affect
the retirement benefits of that director whose annuity has been earned
and vested;

<PAGE> 1

EXHIBIT 10(w)

INDEMNITY AGREEMENT

AGREEMENT, effective as of January 24, 1995 (as defined in the
Employment Agreement), between SafeCard Services, Incorporated, a Delaware
corporation (the "Company"), and __________________________________ (the
"Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as
directors and officers the most capable persons available;

WHEREAS, Indemnitee is director of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors and officers of
public companies in today's environment;

WHEREAS, the By-laws (the "By-laws") and Certificate of Incorporation
(the "Certificate") of the Company require the Company to indemnify and advance
expenses to its directors and officers to the fullest extent permitted by law,
and the Indemnitee has agreed to serve as a director of the Company in part in
reliance on such provisions in the By-laws and Certificate;

WHEREAS, in recognition of Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's
continued service to the Company in an effective manner and Indemnitee's
reliance on the foregoing provisions in the By-laws and Certificate, and in
part to provide Indemnitee with specific contractual assurance that the
protection promised by such provisions in the By-laws and Certificate will be
available to Indemnitee (regardless of, among other things, any amendment to or
revocation of such provisions in the By-laws or Certificate or any change in
the composition of the Company's Board of Directors (the "Board") or
acquisition transaction relating to the Company), the Company wishes to provide
in this Agreement for the indemnification of and the advancing of expenses to
Indemnitee to the fullest extent permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the continued
coverage of Indemnitee under Company directors' and officers' liability
insurance policies;

NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties hereto agree
as follows:
<PAGE> 2

1. Certain Definitions:

(a) Change in Control shall be deemed to have occurred
upon any of the following events:

(i) The acquisition in one or more transactions
by any "Person" (as the term person is used
for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended
(the "1934 Act"), of "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of twenty-five percent
(25%) or more of the combined voting power of
the Company's then outstanding voting
securities (the "Voting Securities"),
provided, however, that for purposes of this
Section l(a)(i), the Voting Securities
acquired directly from the Company by any
Person shall be excluded from the
determination of such Person's Beneficial
Ownership of Voting Securities (but such
Voting Securities shall be included in the
calculation of the total number of Voting
Securities then outstanding); or

(ii) The individuals who, as of the Effective
Date, are members of the Board (the
"Incumbent Board"), cease for any reason to
constitute at least two-thirds of the Board;
provided, however, that if the election, or
nomination for election by the Company's
stockholders, of any new director was
approved by a vote of at least two-thirds of
the Incumbent Board, such new director shall,
for purposes of this Agreement, be considered
as a member of the Incumbent Board; or

(iii) Approval by stockholders of the Company of
(A) a merger or consolidation involving the
Company if the stockholders of the Company
immediately before such merger or
consolidation do not own, directly or
indirectly immediately following such merger
or consolidation, more than seventy-five
percent (75%) of the combined voting power of
the outstanding voting securities of the
corporation resulting from such merger or
consolidation in substantially the same
proportion as their ownership of the Voting
Securities immediately before such merger or
consolidation or (B) a complete liquidation
or dissolution of the Company or an agreement
for the sale or other disposition of all or
substantially all of the assets of the
Company.

(iv) Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur solely
because twenty-five percent (25%) or more of
the then outstanding Voting Securities is
acquired by (i) a trustee or other fiduciary
holding securities under one or more employee
benefit plans maintained by the Company or
any of its

2
<PAGE> 3

subsidiaries or (ii) any corporation that,
immediately prior to such acquisition, is
owned directly or indirectly by the
stockholders of the Company in the same
proportion as their ownership of stock in the
Company immediately prior to such
acquisition;

(v) Moreover, notwithstanding the foregoing, a
Change in Control shall not be deemed to
occur solely because any Person (the
"Subject Person") acquired Beneficial
Ownership of more than the permitted amount
of the outstanding Voting Securities as a
result of the acquisition of Voting
Securities by the Company which, by reducing
the number of Voting Securities outstanding,
increases the proportional number of shares
Beneficially Owned by the Subject Person,
provided that if a Change in Control would
occur (but for the operation of this
sentence) as a result of the acquisition of
Voting Securities by the Company, and after
such share acquisition by the Company, the
Subject Person becomes the Beneficial Owner
of any additional Voting Securities which
increases the percentage of the then
outstanding Voting Securities Beneficially
Owned by the Subject Person, then a Change
in Control shall occur.

(b) Claim means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative or other, including,
without limitation, an action by or in the right of
any other corporation of any type or kind, domestic
or foreign or any partnership, joint venture, trust,
employee benefit plan or other enterprise, whether
predicated on foreign, federal, state or local law
and whether formal or informal.

(c) Expenses include attorneys' fees and all other costs,
charges and expenses paid or incurred in connection
with investigating, defending, being a witness in or
participating in (including on appeal), or preparing
to defend, be a witness in or participate in any
Claim relating to any Indemnifiable Event.

(d) Indemnifiable Event means any event or occurrence
related to the fact that Indemnitee is or was or has
agreed to become a director, officer, employee, agent
or fiduciary of the Company, or is or was serving or
has agreed to serve in any capacity, at the request
of the Company, in any other corporation,
partnership, joint venture, trust, employee benefit
plan or other enterprise, or by reason of anything
done or not done by Indemnitee in any such capacity.

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<PAGE> 4

(e) Potential Change in Control shall be deemed to have
occurred if (i) the Company enters into an agreement
or arrangement, the consummation of which would
result in the occurrence of a Change in Control; or
(ii) the Board adopts a resolution to the effect
that, for purposes of this Agreement, a Potential
Change in Control has occurred.

(f) Voting Securities means any securities of the Company
that vote generally in the election of directors.

2. Basic Indemnification Arrangement:

(a) In the event Indemnitee was, is or becomes a party to
or witness or other participant in, or is threatened
to be made a party to or witness or other participant
in, a Claim by reason of or arising in part out of an
Indemnifiable Event, the Company shall indemnify
Indemnitee (without regard to the negligence or other
fault of the Indemnitee) to the fullest extent
permitted by applicable law, as soon as practicable
but in no event later than thirty days after written
demand is presented to the Company, against any and
all Expenses, judgments, fines, penalties, excise
taxes and amounts paid or to be paid in settlement
(including all interest, assessments and other
charges paid or payable in connection with or in
respect of such Expenses, judgments, fines,
penalties, excise taxes or amounts paid or to be paid
in settlement) of such Claim. If Indemnitee makes a
request to be indemnified under this Agreement, the
Board of Directors (acting by a quorum consisting of
directors who are not parties to the Claim with
respect to an Indemnifiable Event or, if such a
quorum is not obtainable, acting upon an opinion in
writing of independent legal counsel ("Board
Action")) shall, as soon as practicable but in no
event later than thirty days after such request,
authorize such indemnification. Notwithstanding
anything in the Certificate, the By-laws or this
Agreement to the contrary, following a Change in
Control, Indemnitee shall be entitled to
indemnification pursuant to this Agreement in
connection with any claim initiated by Indemnitee.

(b) Notwithstanding anything in the Certificate, the
By-laws or this Agreement to the contrary, if so
requested by Indemnitee, the Company shall advance
(within two business days of such request) any and
all Expenses relating to a Claim to Indemnitee (an
"Expense Advance"), upon the receipt of a written
undertaking by or on behalf of Indemnitee to repay
such written undertaking by or on behalf of
Indemnitee to repay such Expense Advance if a
judgment or other final adjudication or determination
adverse to Indemnitee establishes that Indemnitee,
with respect to such claim, is not eligible for
indemnification.

(c) If there has been no Board Action or Arbitration (as
defined in Section 3), or if Board Action determines
that Indemnitee would not be permitted to be
indemnified, in any respect, in whole or in part, in
accordance with Section

4
<PAGE> 5

2(a) of this Agreement, Indemnitee shall have the
right to commence litigation in the court that is
hearing the action or proceeding relating to the
Claim for which indemnification is sought or in any
court in the States of Delaware or Florida having
subject matter jurisdiction thereof and in which
venue is proper seeking an initial determination by
the court or challenging any Board Action or any
aspect thereof, and the Company hereby consents to
service of process and to appear in any such
proceeding. Notwithstanding anything in the
Certificate, the By-laws or this Agreement to the
contrary,if Indemnitee has commenced legal
proceedings in a court of competent jurisdiction or
Arbitration to secure a determination that Indemnitee
should be indemnified under this Agreement, the
By-laws of the Company or applicable law, any Board
Action under which Indemnitee would not be permitted
to be indemnified in accordance with Section 2(a) of
this Agreement shall not be binding. Any Board
Action not followed by such litigation or Arbitration
shall be conclusive and binding on the Company and
Indemnitee.

3. Change in Control. The Company agrees that if there is a
Change in Control, Indemnitee, by giving written notice to the Company and the
American Arbitration Association (the "Notice"), may require that any
controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration (the "Arbitration") in
Jacksonville, Florida in accordance with the Rules of the American Arbitration
Association (the "Rules"). The Arbitration shall be conducted by a panel of
three arbitrators selected in accordance with the Rules within thirty days of
delivery of the Notice. The decision of the panel shall be made as soon as
practicable after the panel has been selected, and the parties agree to use
their reasonable efforts to cause the panel to deliver its decision within
ninety days of its selection. The Company shall pay all fees and expenses of
the Arbitration. The Arbitration shall be conclusive and binding on the
Company and Indemnitee, and the Company or Indemnitee may cause judgment upon
the award rendered by the arbitrators to be entered in any court having
jurisdiction thereof.

4. Establishment of Trust. In the event of a Potential Change in
Control or a Change in Control, the Company shall, promptly upon written
request, by Indemnitee, create a Trust for the benefit of Indemnitee and from
time to time, upon written request of Indemnitee to the Company, shall fund
such Trust in an amount, as set forth in such request, sufficient to satisfy
any and all Expenses reasonably anticipated at the time of each such request to
be incurred in connection with investigating, preparing for and defending any
Claim relating to an Indemnifiable Event, and any and all judgments, fines,
penalties and settlement amounts of any and all Claims relating to an
Indemnifiable Event from time to time actually paid or claimed, reasonably
anticipated or proposed to be paid. The terms of the Trust shall provide that
upon a Change in Control (i) the Trust shall not be revoked or the principal
thereof invaded, without the written consent of Indemnitee; (ii) the Trustee
shall advance, within two business days of a request by Indemnitee, any and all
Expenses to Indemnitee, not advanced directly by the Company to Indemnitee (and
Indemnitee hereby agrees to reimburse the Trust under the circumstances under
which Indemnitee would be required to reimburse the Company under Section 2(b)
of this Agreement); (iii) the Trust shall continue to be funded by the Company
in accordance with the funding obligation set forth above; (iv) the Trustee
shall promptly pay to Indemnitee all amounts

5
<PAGE> 6

for which Indemnitee shall be entitled to indemnification pursuant to this
Agreement or otherwise; and (v) all unexpended funds in such Trust shall revert
to the Company upon a final determination by Board Action or Arbitration or a
court of competent jurisdiction, as the case may be, that Indemnitee has been
fully indemnified under the terms of this Agreement. The Trustee shall be
chosen by indemnitee. Nothing in this Section 4 shall relieve the Company of
any of its obligations under this Agreement.

5. Indemnification For Additional Expenses. The Company shall
indemnify Indemnitee against any and all expenses (including attorneys' fees)
and, if requested by Indemnitee, shall (within two business days of such
request) advance such expenses to Indemnitee, which are incurred by Indemnitee
in connection with any claim asserted by or action brought by Indemnitee for
(i) indemnification or advance payment of Expenses by the Company under law,
this Agreement, or any other agreement or By-law of the Company now or
hereafter in effect relating to Claims for Indemnifiable Events and/or (ii)
recovery under any directors' and officers' liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be.

6. Partial Indemnity, Etc. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses, judgments' fines, penalties, excise taxes and amounts
paid or to be paid in settlement of a Claim but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding
any other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all Claims relating
in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, including, without limitation, dismissal without prejudice,
Indemnitee shall be indemnified against any and all Expenses, judgments, fines,
penalties, excise taxes and amounts paid or to be paid in settlement of such
Claim. In connection with any determination by Board Action, Arbitration or a
court of competent jurisdiction that Indemnitee is not entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.

7. No Presumption. For purposes of this Agreement, the
termination of any claim, action, suit or proceeding, by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law or this Agreement.

8. Contribution. In the event that the indemnification provided
for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes,
amounts paid or to be paid in settlement and/or for Expenses, in connection
with any Claim relating to an Indemnifiable Event, in such proportion as is
deemed fair and reasonable in light of all of the circumstances of such action
by Board Action or Arbitration or

6
<PAGE> 7

by the court before which such action was brought in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a result of the
event(s) and/or transactions(s) giving cause to such action; and/or (ii) the
relative fault of the Company (and its other directors, officers, employees and
agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Indemnitee's right to contribution under this Paragraph 8 shall be determined
in accordance with, pursuant to and in the same manner as, the provisions in
Paragraphs 2 and 3 hereof relating to Indemnitee's right to indemnification
under this Agreement.

9. Notice to the Company by Indemnitee. Indemnitee agrees to
notify the Company promptly in writing upon being served with or having actual
knowledge of any citation, summons, compliant, indictment or any other similar
document relating to any action which may result in a claim of indemnification
or contribution hereunder.

10. Non-exclusive, Etc. The rights of the Indemnitee hereunder
shall be in addition to any other rights Indemnitee may have under the
Company's Certificate or By-laws or the Delaware General Corporation Law or
otherwise, and nothing herein shall be deemed to diminish or otherwise restrict
Indemnitee's right to indemnification under any such other provision. To the
extent applicable law or the Certificate or the By-laws of the Company, as in
effect on the date hereof or at any time in the future, permit greater
indemnification than as provided for in this Agreement, the parties hereto
agree that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such law or provision of the Certificate or By-laws and this
Agreement shall be deemed amended without any further action by the Company or
Indemnitee to grant such greater benefits. Indemnitee may elect to have
Indemnitee's rights hereunder interpreted on the basis of applicable law in
effect at the time of execution of this Agreement, at the time of the
occurrence of the Indemnifiable Event giving rise to a Claim or at the time
indemnification is sought.

11. Liability Insurance.

(a) To the extent the Company maintains at any time an
insurance policy or policies providing directors' and
officers' liability insurance, Indemnitee shall be
covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the
coverage available for any other Company director or
officer under such insurance policy. The purchase
and maintenance of such insurance shall not in any
way limit or affect the rights and obligations of the
parties hereto, and the execution and delivery of
this Agreement shall not in any way be construed to
limit or affect the rights and obligations of the
Company and/or of the other parties under any such
insurance policy.

(b) For seven years after the Indemnitee no longer serves
as a director of the Company, the Company shall
continue to provide directors' and officers'
liability coverage for liabilities of the Indemnitee
occurring during his service with the Company on
terms no less favorable in terms of coverage and
amount than such insurance maintained by the Company
at the date of the Indemnitee's separation from the
Company. In the event such coverage

7
<PAGE> 8

is not available, the maximum available coverage
shall be maintained pursuant to this covenant.

12. Period of Limitations. No legal action shall be brought and
no cause of action shall be asserted by or an behalf of the Company or any
affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs,
executors or personal or legal representatives after the expiration of two
years from the date of accrual of such cause of action, and any claim or cause
of action of the Company or its affiliate shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such
two-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to any such cause of action such shorter period shall
govern.

13. Amendments, Etc. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

14. Subrogation. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery with respect to such payment of Indemnitee, who shall
execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the Company effectively to bring suit to enforce such rights.

15. No Duplication of Payments. The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, By-law or otherwise) of the amounts
otherwise indemnifiable hereunder.

16. Binding Effect, Etc. This Agreement shall be binding upon and
inure to the benefit of and be enforceable against and by the parties hereto
and their respective successors, assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company), spouses, heirs
and personal and legal representatives. The Company shall require and cause
any successor (whether direct or indirect by purchase, merger, consolidation
or, otherwise) to all, substantially all, or a substantial part, of the
business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as
a director and/or officer of the Company or of any other enterprise at the
Company's request.

17. Severability. The provisions of this Agreement shall be
severable in the event that any of the provisions thereof (including any
provision within a single section, paragraph or sentence) are held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable, and
the remaining provisions shall remain enforceable to the fullest extent
permitted by law.

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<PAGE> 9

18. Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand or when mailed by
certified registered mall, return receipt requested, with postage prepaid:

A. If to Indemnitee, to:

or to such other person or address which Indemnitee shall furnish to the
Company in writing pursuant to the above.

B. If to the Company, to: SafeCard Services, Inc.
7596 Centurion Parkway
Jacksonville, Florida 32256
Attention: Chief Executive Officer

or to such person or address as the Company shall furnish to lndemnitee in
writing pursuant to the above.

19. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such State without giving
effect to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the Effective Date.

SAFECARD SERVICES, INCORPORATED

By:_________________________________
Paul G. Kahn
Chief Executive Officer

INDEMNITEE

____________________________________
[Name]

<PAGE> 1

EXHIBIT 15

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

We are aware that SafeCard Services, Incorporated has included our report dated
February 6, 1995 except for Note 1, as to which the date is March 24, 1995
(issued pursuant to the provisions of Statement on Auditing Standards No. 71)
in the Prospectus constituting part of the Registration Statement on Forms S-4
to be filed on or about March 17, 1995. We are also aware of our
responsibilities under the Securities Act of 1933.

Your very truly,

PRICE WATERHOUSE LLP
Denver, Colorado
March 17, 1995

<PAGE> 1

EXHIBIT 21

Subsidiaries of the Registrant

Ideon Merger Company Delaware

All other subsidiaries are inactive and insignificant.

<PAGE> 1

EXHIBIT 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Forms S-4 of our report
dated December 5, 1994 except for Note 1, as to which the date is March 24,
1995 appearing on page 25 of the Annual Report on Form 10-K/A of SafeCard
Services, Incorporated for the year ended October 31, 1994. We also consent to
the references to us under the heading "Selected Financial Data" in such
Prospectus. However, it should be noted that Price Waterhouse has not prepared
or certified such "Selected Financial Data."

PRICE WATERHOUSE LLP
Denver, Colorado
March 17, 1995

<PAGE> 1

EXHIBIT 23(c)

CONSENT OF DIRECTOR

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or
Officer of SafeCard Services, Incorporated (the "Company") hereby consents to
serve and to being named in the registration statement on Form S-4, and any
amendments thereto, as a director of Ideon Group, Inc., such appointment to
become effective upon the effectiveness of the reorganization and merger
between the Company and Ideon Merger Company, a wholly-owned subsidiary of
Ideon Group, Inc.

IN WITNESS WHEREOF, I have hereunto set my hand and seal as of this
28th day of March, 1995.

/s/ Paul G. Kahn
----------------------------
Paul G. Kahn

(SEAL)
<PAGE> 2

CONSENT OF DIRECTOR

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or
Officer of SafeCard Services, Incorporated (the "Company") hereby consents to
serve and to being named in the registration statement on Form S-4, and
amendments thereto, as a director of Ideon Group, Inc., such appointment to
become effective upon the effectiveness of the reorganization and merger
between the Company and Ideon Merger Company, a wholly-owned subsidary of Ideon
Group, Inc.