STOCK OPTIONS§18.259
August 1998 18-239
EXHIBIT A
PROGRAMMER’S PARADISE, INC. 1995 STOCK PLAN *
[AMENDMENT IS SET FORTH IN BOLD]
1. Purpose. The 1995 Stock Plan (the “Plan”) is intended to provide incentives: (a) to the
officers and other employees of Programmer’s Paradise, Inc. (the “Company”) and any present
or future subsidiaries of the Company (collectively, “Related Corporations”) by providing them
with opportunities to purchase stock in the Company pursuant to options granted hereunder
which qualify as “incentive stock options” (“ISO” or “ISOs”) under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the “Code”); (b) to directors, officers, employees
and consultants of the Company and Related Corporations by providing them with opportunities
to purchase stock in the Company pursuant to options granted hereunder which do not qualify as
ISOs (“Non-Qualified Option” or “Non-Qualified Options”); (c) to directors, officers, employees
and consultants of the Company and Related Corporations by providing them with awards of
stock in the Company (“Awards”); and (d) to directors, officers, employees and consultants of
the Company and Related Corporations by providing them with opportunities to make direct
purchases of stock in the Company (“Purchases”). Both ISOs and Non-Qualified Options are
referred to hereafter individually as an “Option” and collectively as “Options”. Opti ons, Awards
and authorizations to make Purchases are referred to hereafter collectively as “ Stock Rights”. As
used herein, the terms “parent” and “subsidiary” mean “parent corporation” and “subsidiary
corporation”, respectively, as those terms are defined in Section 425 of the Code.
2. Administration of the Plan
(a)Board or Committee Administration. The Plan shall be administered by the Board of
Directors of the Company (the “Board”). The Board may appoint a Compensation Committ ee
(the “Committee”) of two more of its members to administer this Plan. To the extent required by
Rule 16b-3 or any successor provision (“Rule 16b-3”) of the Securities Exchange Act of 1934,
with respect to specific grants of Stock Rights, the Plan shall be administered by a disinterested
administrator or administrators within the meaning of Rule 16b-3. Subject to ratificati on of the
grant or authorization of each Stock Right by the Board (if so required by applicable st ate law),
and subject to the terms of the Plan, the Committee shall have the authority to (i) determine the
employees of the Company and Related Corporations (from among the class of employees
eligible under paragraph 3 to receive ISOs) to whom ISOs may be granted, and to determine
(from among the class of individuals and entities eligible under paragraph 3 to re ceive Non-
Qualified Options and Awards and to make Purchases) to whom Non-Qualified Options, Awards
and authorizations to make Purchases may be granted; (ii) determine the time or t imes at which
Options or Awards may be granted or Purchases made; (iii) determine the option price of share s
subject to each Option, which price shall not be less than the minimum price speci fied in
paragraph 6, and the purchase price of shares subject to each Purchase; (iv) determine whet her
each Option granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to
paragraph 7) the time or times when each option shall become exercisable and the dura tion of the
exercise period; (vi) determine whether restrictions such as repurchase options are to be imposed
on shares subject to Options, Awards and Purchases and the nature of such restrictions, if any,
and (vii) interpret the Plan and prescribe and rescind rules and regulations relating to it. If the
Committee determines to issue a Non-Qualified Option, it shall take whatever act ions it deems
necessary, under Section 422 of the Code and the regulations promulgated thereunder, to ensure
that such Option is not treated as an ISO. The interpretation and construction by the Committee
of any provisions of the Plan or of any Stock Right granted under it shall be final unless
otherwise determined by the Board. The Committee may from time
* All numbers of shares of Common Stock set forth herein have been adjusted to account for the four-for-three
reverse stock split effected on May 25, 1995. to time adopt such rules and regulations for carrying out
the Plan as it may deem best. No member of the Board or the Committee shal l be liable for
any action or determination made in good faith with respect to the Plan or any St ock Right
granted under it. (b) Committee Action. The Committee may select one of its members as its chairman, and
shall hold meetings at such time and places as it may determine. Acts by a majority of the
Committee, or acts reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. All references in t his Plan to the Committee
shall mean the Board if no Committee has been appointed. From time to time the Board may
increase the size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill vacancies however
caused, or remove all members of the Committee and thereafter directly administer the Plan. (c)Grant of Stock Rights to Board Members. Stock Rights may be granted to members of
the Board consistent with the provisions of the third sentence of paragraph 2(a) above, if
applicable. All grants of Stock Rights to members of the Board shall in all other respects be
made in accordance with the provisions of this Plan applicable to other eligible pe rsons.
Consistent with the provisions of the third sentence of paragraph 2(a) above, members of the
Board who are either (i) eligible for Stock Rights pursuant to the Plan or (ii) have bee n granted
Stock Rights may vote on any matters affecting the administration of the Plan or the grant of any
Stock Rights pursuant to the Plan, except that no such member shall act upon the granting to
himself of Stock Rights, but any such member may be counted in determining the exist ence of a
quorum at any meeting of the Board during which action is taken with respect to the granting to
him of Stock Rights. 3. Eligible Employees and Others. ISOs may be granted to any employee of the Company
or any Related Corporation. Those officers and directors of the Company who are not employee s
may not be granted ISOs under the Plan. Non-Qualified Options, Awards and authorizations to
make Purchases may be granted to any director (whether or not an employee), officer, employe e
or consultant of the Company or any Related Corporation. The Committee may take into
consideration a recipient’s individual circumstances in determining whether to grant an ISO, a
Non-Qualified Option or an authorization to make a Purchase. Granting of any Stock Right to
any individual or entity shall neither entitle that individual or entity to, nor disqualify him from,
participation in any other grant of Stock Rights.
4. Stock. The stock subject to Options, Awards and Purchases shall be authorized but
unissued shares of Common Stock of the Company, par value $.01 per share (the “Common
Stock”), or shares of Common Stock re-acquired by the Company in any manner. The aggregate
number of shares which may be issued pursuant to the Plan is 462,500 shares, subject to
adjustment as provided in paragraph 13. Any such shares may be issued as ISOs, Non-Qualified
Options or Awards, or to persons or entities making Purchases, so long as the number of shares
so issued does not exceed such number, as adjusted or amended from time to time by a vote of
stockholders or otherwise pursuant to paragraph 13. If any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full or shall cease for any
STOCK OPTIONS§18.259
August 1998 18-239
reason to be exercisable in whole or in part, the unpurchased shares subject to such Options shall
again be available for grants of Stock Rights under the Plan. 5. Grunting of Stock Rights. Stock Rights may be granted under the Plan at any time on or
after April 21, 1995 and prior to April 21, 2005. The date of grant of a Stock Right under the
Plan will be the date specified by the Committee at the time it grant s the Stock Right; provided,
however, that such date shall not b e prior to the date on which the Committee acts to approve the
grant. The Committee shall have the right, with the consent of the optionee, to conve rt an ISO
granted under the Plan to a Non-Qualified Option pursuant to paragraph 16.
6. Minimum Option Price; ISO Limitations.
(a)Price for Non-Qualified Options. The exercise price per share specified in the agreement
relating to each Non-Qualified Option granted under the Plan shall in no event be l ess than the
lesser of (i) the book value per share of Common Stock as of the end of the fiscal year of the
Company immediately preceding the date of such grant, or (ii) fifty (50%) percent of the fa ir
market value per share of Common Stock on the date of such grant.
(b)Price for ISOs. The exercise price per share specified in the agreement relating to each
ISO granted under the Plan shall not be less than the fair market value per share of C ommon
Stock on the date of such grant. In the case of an ISO to be granted to an employee owning stock
possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Related Corporation, the price per share specified in the agreement
relating to such ISO shall not be less than one hundred ten percent (110%) of the fair market
value per share of Common Stock on the date of grant.
(c)$100,000 Annual Limitation on ISOs. Each eligible employee may be granted ISOs only
to he extent that, in the aggregate under this Plan and all incentive stock opti on plans of the
Company and any Related Corporation, such ISOs do not become exercisable for the first ti me
by such employee during any calendar year in a manner which would entitle the employee to
purchase more than $100,000 in fair market value (determined at the time the ISOs were granted)
of Common Stock in that year. Any options granted to an employee in excess of such amount
will be granted as Non-Qualified Options.
(d)Determination of Fair Market Value. If, at the time an Option is granted under the Plan,
the Company’s Common Stock is publicly traded, “fair market value” shall be det ermined as of
the last business day for which the prices or quotes discussed in this sentence are availa ble prior
to the date such Option is granted and shall mean (i) the average (on that date) of the high and
low prices of the Common Stock on the principal national securities exchange on which t he
Common Stock is traded, if the Common Stock is then traded on a national securiti es exchange;
or (ii) the last reported sale price (on that date) of the Common Stock on the NASDAQ Nati onal
Market List, if the Common Stock is not then traded on a national securities excha nge; or (iii) the
average of the closing bid and asked prices last quoted (on that date) by an establi shed quotation
service for over-the-counter securities, if the Common Stock is not reported on the NASDAQ
National Market List. However, if the Common Stock is not publicly traded at the tim e an option
is granted under the Plan, “fair market value” shall be deemed to be the fair value of the
Common Stock as determined by the Committee after taking into consideration all factors which
it deems appropriate, including, without limitation, recent sale and offer prices of the Common
Stock in private transactions negotiated at arm’s length.
(e)Maximum Option Grant. The maximum option grant which may be made to an
employee of the Company in any calendar year shall not cover more than 200,000 shares,
subject to adjustment as provided in paragraph 13.7. Option Duration. Subject to earlier termination as provided in paragraphs 9 and 10, each
Option shall expire on the date specified by the Committee, but not more than (i) ten years and
one day from the date of grant in the case of Non-Qualified Options, (ii) ten years from the da te
of grant in the case of ISOs generally, and (iii) five years from the date of grant in the case of
ISOs granted to an employee owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Related Corporation.
Subject to earlier termination as provided in paragraphs 9 and 10, the term of each ISO shal l be
the term set forth in the original instrument granting such ISO, except with respect t o any part of
such ISO that is converted into a Non-Qualified Option pursuant to paragraph 16.
8. Exercise of Option. Subject to the provisions of paragraphs 9 through 12, each option
granted under the Plan shall be exercisable as follows:
(a)Full Vesting or Partial Vesting. The Option shall either be fully exercisable on the
date of grant or shall become exercisable thereafter in such installments as t he Committee
may specify.
(b) Full Vesting of Installments. Once an installment becomes exercisable it shall
remain exercisable until expiration or termination of the Option, unless otherwise spec ified
by the Committee.
(c) Partial Exercise. Each Option or installment may be exercised at any time or from
time to time, in whole or in part, for up to the total number of shares with respect to which it
is then exercisable.
(d) Acceleration of Vesting. The Committee shall have the right to accelerate the date
of exercise of any installment of any Option; provided that the Committee shall not
accelerate the exercise date of any installment of any Option granted to any e mployee as an
ISO (and not previously converted into a Non-Qualified Option pursuant to paragraph 16) if
such acceleration would violate the annual vesting limitation contained in Se ction 422(b)(7)
of the Code, as described in paragraph 6(c).
9. Termination of Employment. If an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as defined i n paragraph
10, no further installments of his ISOs shall become exercisable, and his ISOs shall terminat e
after the passage of sixty (60) days from the date of termination of his employment, but in no
event later than on their specified expiration dates, except to the extent that such ISOs (or
unexercised installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16. Employment shall be considered as continuing uninterrupted during any bona fide
leave of absence (such as those attributable to illness, military obligations or gove rnmental
service) provided that the period of such leave does not exceed ninety (90) days or, if longer, any
period during which such optionee’s right to reemployment is guaranteed by statute. A bona fide
leave of absence with the written approval of the Committee shall not be conside red an
interruption of employment under the Plan, provided that such written approval contractually
obligates the Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence. ISOs granted under the Plan shall not be affected by a ny
change of employment within or among the Company and Related Corporations, so long as t he
optionee continues to be an employee of the Company or any Related Corporation. Nothing i n
STOCK OPTIONS§18.259
August 1998 18-239
the Plan shall be deemed to give any grantee of any Stock Right the right to be retained in
employment or other service by the Company or any Related Corporation for any period of time.
10. Death; Disability.
(a) Death. If an ISO optionee ceases to be employed by the Company and all Related
Corporations by reason of his death, any ISO of his may be exercised, to the extent of the
number of shares with respect to which he could have exercised it on the date of his dea th, by his
estate, personal representative or beneficiary who has acquired the ISO by will or by the la ws of
descent and distribution, at any time prior to the earlier of the specified expirat ion date of the
ISO or 180 days from the date of the optionee’s death.
(b) Disability. If an ISO optionee ceases to be employed by the Company and all Related
Corporations by reason of his disability, he shall have the right to exercise any ISO held by him
on the date of termination of employment, to the extent of the number of shares with respect to
which he could have exercised it on that date, at any time prior to the ea rlier of the specified
expiration date of the ISO or 180 days from the date of the termination of the optionee’s
employment. For the purposes of the Plan, the term “disability” shall mean “permanent and total
disability” as defined in Section 22(e)(3) of the Code or successor statute.
11. Assignability. No Option shall be assignable or transferable by the grantee except by
will or by the laws of descent and distribution, and during the lifetime of the grantee each option
shall be exercisable only by him.
12. Terms and Conditions of Options. Options shall be evidenced by instruments (which
need not be identical) in such forms as the Committee may from time to tim e approve. Such
instruments shall conform to the terms and conditions set forth in paragraphs 6 through 11 hereof
and may contain such other provisions as the Committee deems advisable which are not
inconsistent with the Plan, including restrictions applicable to shares of Common Stoc k issuable
upon exercise of Options. In granting any Non-Qualified Option, the Committee may specify
that such Non-Qualified Option shall be subject to the restrictions set forth herein wi th respect to
ISOs, or to such other termination and cancellation provisions as the Committee may det ermine.
The Committee may from time to time confer authority and responsibility on one or more of its
own members and/or one or more officers of the Company to execute and deliver such
instruments. The proper officers of the Company are authorized and directed to take any a nd all
action necessary or advisable from time to time to carry out the terms of such instruments.
13. Adjustments. Upon the occurrence of any of the following events, an optionee’s rights
with respect to options granted to him hereunder shall be adjusted as hereinafter provided, unle ss
otherwise specifically provided in the written agreement between the optionee and the Company
relating to such Option:
(a) Stock Dividends and Stock Splits. If the shares of Common Stock shall be subdivided
or combined into a greater or smaller number of shares or if the Company shall issue any shares
of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares
of Common Stock deliverable upon the exercise of Options shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made in the purchase price per
share to reflect such subdivision, combination or stock dividend.
(b) Consolidations or Mergers. If the Company is to be consolidated with or acquired by
another entity in a merger, sale of all or substantially all of the Company’s assets or otherwise
(an “Acquisition”), the Committee or the board of directors of any entity assuming the
obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options,
take one or more of the following actions: (a) make appropriate provision for the continuati on of
such Options by substituting on an equitable basis for the shares then subject to such Options, or
make provision for the exchange of such Options, the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Acquisition (less the exercise pric e
thereof not paid); or (b) make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the shares then subject to such Options any equity securities
of the successor corporation; or (c) upon written notice to the optionees, provide that all Opt ions
must be exercised, to the extent then exercisable, within a specified number of days of the date of
such notice, at the end of which period the Options shall terminate; or (d) termina te all Options
in exchange for a cash payment equal to the excess of the fair market value of the shares subject
to such Options (to the extent then exercisable) over the exercise price thereof; or (e) accelerate
the date of exercise of such options or of any installment of any such Options; or (f) terminat e all
options in exchange for the right to participate in any stock option or other employee bene fit plan
of any successor corporation.
(c) Recapitalization or Reorganization. In the event of a recapitalization or reorganization
of the Company (other than a transaction described in subparagraph (b) above) pursuant to which
securities of the Company or of another corporation are issued with respect to the outstandi ng
shares of Common Stock, an optionee upon exercising an option shall be entitled to rece ive for
the purchase price paid upon such exercise the securities he would have received if he had
exercised his Option prior to such recapitalization or reorganization.
(d) Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant
to subparagraphs (a), (b) or (c) with respect to ISOs shall be made only after the Committe e,
after consulting with counsel for the Company, determines whether such adjustments would
constitute a “modification” of such ISOs (as that term is defined in Section 425 of the Code) or
would cause any adverse tax consequences for the holders of such ISOs. If the Committee
determines that such adjustments made with respect to ISOs would constitute a modific ation of
such ISOs, it may refrain from making such adjustments.
(e) Dissolution or Liquidation. In the event of the proposed dissolution of the Company,
each option will terminate immediately prior to the consummation of such proposed ac tion or at
such other time and subject to such other conditions as shall be determined by the Committee.
(f) Issuances of Securities. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of shares subject to Options. No adjustments shall be made for dividends paid in ca sh or
in property other than securities of the Company.
(g) Fractional Shares. No fractional shares shall be issued under the Plan and the optionee
shall receive from the Company cash in lieu of such fractional shares.
(h) Adjustments. Upon the happening of any of the foregoing events described in
subparagraphs (a), (b) or (c) above, the class and aggregate number of shares set forth in
paragraph 4 hereof that are subject to Stock Rights which previously have been or subsequently
may be granted under the Plan shall also be appropriately adjusted to reflect the e vents described
STOCK OPTIONS§18.259
August 1998 18-239
in such subparagraphs. The Committee or the Successor Board shall determine the specific
adjustments to be made under this paragraph 13 and, subject to paragraph 2, its determinati on
shall be conclusive. If any person or entity owning restricted Common Stock obtained by
exercise of a Stock Right made hereunder receives shares or securities or cash in c onnection with
a corporate transaction described in subparagraphs (a), (b) or (c) above as a result of owning
such restricted Common Stock, such shares or securities or cash shall be subject to all of the
conditions and restrictions applicable to the restricted Common Stock with respect to which such
shares or securities or cash were issued, unless otherwise determined by the Committee or t he
Successor Board.
14. Means of Exercising Stock Rights. A Stock Right (or any part or installment thereof)
shall be exercised by giving written notice to the Company at its principal office address. Such
notice shall identify the Stock Right being exercised and specify the number of share s as to
which such Stock Right is being exercised, accompanied by full payment of the purchase price
therefor either (a) in United States dollars in cash or by check, or (b) at the discretion of the
Committee, through delivery of shares of Common Stock having a fair market value equal as of
the date of the exercise to the cash exercise price of the Stock Right, or (c) at the discretion of the
Committee, by delivery of the grantee’s personal recourse note bearing interest payable not less
than annually at no less than 100% of the lowest applicable Federal rate, as defined in Section
1274(d) of the Code, or (d) in the discretion of the Committee, by delivery (including by
telecopier) to the Company or its designated agent of an executed irrevocable option e xercise
form together with irrevocable instructions to a broker-dealer to sell (or margin) a sufficient
portion of the shares and deliver the sale (or margin loan) proceeds directly to the C ompany to
pay for the exercise price, or (e) at the discretion of the Committee, by any combina tion of (a),
(b), (c) or (d) above. If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or (e) of the preceding
sentence, such discretion shall be exercised in writing at the time of the grant of the ISO in
question. The holder of a Stock Right shall not have the rights of a shareholder with respec t to
the shares covered by his Stock Right until the date of issuance of a stock certi ficate to him for
such shares. Except as expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends or simila r rights
for which the record date is before the date such stock certificate is issued.
15. Term and Amendment of Plan. The Plan shall expire on April 21, 2005 (except as to
Options outstanding on that date). The Board may terminate or amend the Plan in any respect at
any time, except that, without the approval of the stockholders obtained within 12 months before
or after the Board adopts a resolution authorizing any of the following actions: (a) the tot al
number of shares that may be issued under the Plan may not be increased (except by adjust ment
pursuant to paragraph 13); (b) the provisions of paragraph 3 regarding eligibility for grants of
ISOs may not be modified; (c) the provisions of paragraph 6(b) regarding the exercise price at
which shares may be offered pursuant to ISOs may not be modified (except by adjustment
pursuant to paragraph 13); and (d) the expiration date of the Plan may not be extended. Exc ept as
otherwise provided in this paragraph 15, in no event may action of the Board or stockholders
alter or impair the rights of a grantee, without his consent, under any Stock Right previousl y
granted to him.
16. Conversion of ISOs Into Non-Qualified Options; Termination of ISOs. The
Committee, at the written request of any optionee, may in its discretion ta ke such actions as may
be necessary to convert such optionee’s ISOs (or any installments or portions of installments
thereof) that have not been exercised on the date of conversion into Non-Qualified Options at
any time prior to the expiration of such ISOs, regardless of whether the optionee is an empl oyee
of the Company or a Related Corporation at the time of such conversion. Such actions may
include, but not be limited to, extending the exercise period or reducing the exercise price of the
appropriate installments of such Options. At the time of such conversion, the Committee (wi th
the consent of the optionee) may impose such conditions on the exercise of the resulting Non-
Qualified Options as the Committee in its discretion may determine, provided that such
conditions shall not be inconsistent with the Plan. Nothing in the Plan shall be deeme d to give
any optionee the right to have such optionee’s ISOs converted into Non-Qualified Options, and
no such conversion shall occur until and unless the Committee takes appropriate ac tion. The
Committee, with the consent of the optionee, may also terminate any portion of any ISO that has
not been exercised at the time of such termination.
17. Application of Funds. The proceeds received by the Company from the sale of
shares pursuant to Options granted and Purchases authorized under the Plan shall be used for
general corporate purposes.
18. Governmental Regulation. The Company’s obligation to sell and deliver shares of
the Common Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such shares.
19. Withholding of Additional Income Taxes. Upon the exercise of a Non-Qualified
Option, the grant of an Award, the making of a Purchase of Common Stock for less than its
fair market value, the making of a Disqualifying Disposition (as defined in paragraph 20) or
the vesting of restricted Common Stock acquired on the exercise of a Stock Right he reunder,
the Company, in accordance with Section 3402(a) of the Code, may require the optionee,
Award recipient or purchaser to pay additional withholding taxes in respect of the amount
that is considered compensation includable in such person’s gross income. The Committee i n
its discretion may condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value, or (iv) the vesti ng
of restricted Common Stock acquired by exercising a Stock Right, on the grantee’s payme nt
of such additional withholding taxes.
20. Notice to Company of Disqualifying Disposition. Each employee who receives an
ISO must agree to notify the Company in writing immediately after the employee makes a
Disqualifying Disposition of any Common Stock acquired pursuant to the exercise of an ISO.
A Disqualifying Disposition is any disposition (including any sale) of such Common Stock
before the later of (a) two years after the date the employee was granted the ISO, or (b) one
year after the date the employee acquired Common Stock by exercising the ISO. If the
employee has died before such stock is sold, these holding period requirements do not apply
and no Disqualifying Disposition can occur thereafter.
21. Governing Law; Construction. The validity and construction of the Plan and the
instruments evidencing Stock Rights shall be governed by the laws of the State of Dela ware
or the laws of any jurisdiction in which the Company or its successors in interest may be
organized. In construing this Plan, the singular shall include the plural and the masculine
gender shall include the feminine and neuter, unless the context otherwise requires.
Programmer’s Paradise, Inc. 4/30/97
