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                                                                    EXHIIBT 10.2

                                 BANCTEC, INC.

                                1989 STOCK PLAN


                           Scope and Purpose of Plan
                           -------------------------

        This BancTec, Inc. 1989 Stock Plan (the "Plan") provides for the
granting of:

               (a)  Incentive Options (hereinafter defined) to certain key
               employees of BancTec, Inc., a Delaware corporation (the
               "Corporation"), or of its Affiliates (hereinafter defined), and

               (b)  Nonstatutory Stock Options (hereinafter defined) to certain
               key employees and nonemployee directors of the Corporation or of
               its Affiliates.

               (c)  Restricted Stock (hereinafter defined) to certain key
               employees and nonemployee directors of the Corporation or of its
               Affiliates.

        The purpose of the Plan is to provide an incentive for key employees and
directors of the Corporation or its Affiliates to remain in the service of the
Corporation or its Affiliates, to extend to them the opportunity to acquire a
proprietary interest in the Corporation so that they will apply their best
efforts for the benefit of the Corporation, and to aid the Corporation in
attracting able persons to enter the service of the Corporation and its
Affiliates.

SECTION 1.     Definitions.

        1.1.   "Act" shall mean the Securities Exchange Act of 1934, as amended.

        1.2.   "Affiliates" shall mean (a) any corporation, other than the
Corporation, in an unbroken chain of corporations ending with the Corporation if
each of the corporations, other than the Corporation, owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain and (b) any corporation,
other than the Corporation, in an unbroken chain of corporations beginning with
the Corporation if each of the corporations, other than the last corporation in
the unbroken chain, owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

        1.3.   "Agreement" shall mean the written agreement between the
Corporation and a Holder evidencing the Award granted by the
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Corporation and the understanding of the parties with respect thereto.

        1.4.   "Award" shall mean an award granted in accordance with the
provisions of the Plan in the form of an Option, Restricted Stock or any
combination thereof.

        1.5.   "Board of Directors" shall mean the board of directors of the
Corporation.

        1.6.   "Code" shall mean the Internal Revenue Code of 1986, as amended.

        1.7.   "Committee" shall mean the committee appointed pursuant to
Section 3 hereof by the Board of Directors to administer this Plan.

        1.8.   "Eligible Individuals" shall mean (a) key employees, including
officers and directors who are also employees of the Corporation or of any of
its Affiliates and (b) nonemployee directors of the Corporation or of any of its
Affiliates.  Notwithstanding the foregoing provisions of this Section 1.8, to
ensure that the requirements of the third sentence of Section 3.1 are satisfied,
the Board of Directors may from time to time specify individuals who shall not
be eligible for the Awards or the grant of options or stock appreciation rights
or allocations of stock under any other plan of the Corporation or its
affiliates (as such terms are used in subsection (d)(3) of Rule 16b-3
promulgated under the Act); provided, however, that the Board of Directors may
at any time determine that any individual who has been so excluded from
eligibility shall become eligible for Awards and grants of such options or stock
appreciation rights or allocations of stock under any other plans of the
Corporation and its Affiliates as it may specify.

        1.9.   "Fair Market Value" shall mean:

        (a)  If shares of Stock of the same class are listed or admitted to
unlisted trading privileges on any national or regional securities exchange at
the date of determining the Fair Market Value, the last reported sale price on
such exchange on the last business day prior to the date in question; or

        (b)  If shares of Stock of the same class shall not be listed or
admitted to unlisted trading privileges as provided in Subsection 1.9(a) and
sales prices therefor in the over-the-counter market shall be reported by the
National Association of Securities Dealers, Inc. Automated Quotations, Inc.
("NASDAQ") National Market System at the date of determining the Fair Market
Value, the last reported sale price so reported on the last business day prior
to the date in question; or

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        (c)  If shares of Stock of the same class shall not be listed or
admitted to unlisted trading privileges as provided in Subsection 1.9(a) and
sales prices therefor shall not be reported by the NASDAQ National Market System
as provided in Subsection 1.9(b), and bid and asked prices therefor in the over-
the-counter market shall be reported by NASDAQ (or, if not so reported, by the
National Quotation Bureau Incorporated) at the date of determining the Fair
Market Value, the average of the closing bid and asked prices on the last
business day prior to the date in question; and

        (d)  If shares of Stock of the same class shall not be listed or
admitted to unlisted trading privileges as provided in Subsection 1.9(a) and
sales prices or bid and asked prices therefor shall not be reported by NASDAQ
(or the National Quotation Bureau Incorporated) as provided in Subsection 1.9(b)
or Subsection 1.9(c) at the date of determining the Fair Market Value, the value
determined in good faith by the Board of Directors.

For purposes of valuing Incentive Options, the Fair Market Value of Stock shall
be determined without regard to any restriction other than one which, by its
terms, will never lapse.

        1.10.  "Holder" shall mean an Eligible Individual to whom an Award has
been granted.

        1.11.  "Incentive Options" shall mean stock options that are intended to
satisfy the requirements of section 422A of the Code.

        1.12.  "Nonstatutory Options" shall mean stock options that do not
satisfy the requirements of section 422A of the Code.

        1.13.  "Options" shall mean either Incentive Options or Nonstatutory
Options, or both.

        1.14.  "Restricted Stock" shall mean Stock delivered under the Plan that
is subject to (i) the requirements of Section 6 and (ii) such other restrictions
as the Committee deems appropriate or desirable.

        1.15.  "Restriction Period" shall mean the period or periods specified
in the Restricted Stock Agreement of the Holder, which shall specify a period
commencing on the date an Award is granted and ending on such date as the
Committee shall determine.

        1.16.  "Stock" shall mean the Corporation's authorized $.01 par value
common stock, together with any other securities with respect to which Options
granted hereunder may become exercisable.





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SECTION 2.     Stock and Maximum Number of Shares Subject to the Plan.
               ------------------------------------------------------ 

        2.1.   Description of Stock and Maximum Shares Allocated. Both
               -------------------------------------------------      
Restricted Stock and Stock which Options granted hereunder give a Holder the
right to purchase may be unissued or reacquired shares of Stock, as the Board of
Directors may, in its sole and absolute discretion, from time to time determine.

        Subject to the adjustments in Section 7.6 hereof, the aggregate number
of (i) shares of Restricted Stock that may be the subject of an Award hereunder
and (ii) shares of Stock that may be issued pursuant to the exercise of all
Options granted hereunder shall not exceed 1,000,000 shares of BancTec, Inc.
Stock.

        2.2.   Restoration of Unpurchased Shares.  If an Award hereunder expires
               ---------------------------------                                
or terminates for any reason during the term of this Plan and prior to the
completion of the Restriction Period or exercise of an Option in full or if all
of the shares of Stock subject to an Award have not for any other reason been
issued pursuant to the Award, the shares of Stock subject to but not issued or
otherwise used under such Award shall be "restored" to the Plan by again being
available for Awards granted after the shares' restoration.

        2.3.   Maximum Number of Shares and Awards that May Be Granted to
               ----------------------------------------------------------
Committee Members.  Notwithstanding any other provision in the Plan or any
-----------------                                                         
Agreement, other than the provisions of Subsection 3.1(a) concerning
"disinterested persons," the maximum number of shares that any Committee member
who is not a disinterested person (as specified in Section 3) may acquire
hereunder pursuant to an Award to any Committee member who is not a
disinterested person is 200,000 shares.  In addition, the maximum period that
may be specified in the Agreement of a Committee member who is not a
disinterested person within which an Option or Award granted hereunder may be
exercised is ten (10) years.

        2.4.   Issuance of Stock in Name of Holder.  Upon issuance of Stock to
               -----------------------------------                            
any Holder pursuant to the terms of this Plan and any Holder's Agreement, such
Stock shall only be issued into the name of the Holder or his legal
representative.

SECTION 3.     Administration of the Plan.
               -------------------------- 

        3.1    Committee.  The Plan shall be administered by the Committee.  The
               ---------                                                        
Committee shall consist of all non-employee members of the Board of Directors.
In the event that the Stock is registered under Section 12 of the Act, all
members of the Committee shall be "disinterested persons," as defined in Rule
16b-3 promulgated under the Act, and shall be subject to the following
limitations:

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        (a)    Except for awards granted pursuant to Section 3.1(b), members of
        the Committee shall not be eligible to receive stock options, stock
        appreciation rights, or an allocation of stock under any plan of the
        Corporation or its Affiliates (as such terms are used in Rule 16b-3)
        while they are serving as members of the Committee, and they must not
        have received such options, stock appreciation rights, or an allocation
        of stock under any plan of the Corporation or its Affiliates within one
        year prior to their appointment to the Committee.

        (b)    Options shall be granted to each current and future member of the
        Committee as follows:

                    1.   An Option to purchase 5,000 shares of Stock will be
               granted to current members of the Committee and to future members
               of the Committee upon appointment and participation as a member
               thereof.  Said Option may be exercised with respect to 20 percent
               of said Stock on each of the first five anniversaries of the date
               of such grant.  This grant shall be effective as of the first
               meeting of the Committee at which such member shall attend in
               person and vote; provided, however, that for those persons who
                                --------                                     
               are members of the Committee at the date the stockholders of the
               Corporation approve this section, this grant shall be effective
               as of the first meeting of the Board of Directors in the calendar
               year following the date of such approval by the stockholders.

                    2.   For each person who is a member of the Committee both
               before and after the regular annual meeting of stockholders of
               the Corporation each year (beginning with the annual meeting in
               1992), an Option to purchase 5,000 shares of Stock will be
               granted.  Said Option may be exercised with respect to 20 percent
               of said Stock on each of the first five anniversaries of the date
               of such grant.  The grant shall be effective as of the first
               meeting of the Board of Directors in each calendar year following
               each such annual meeting of stockholders.

                    3.   The Options granted pursuant to this section shall be
               exercisable at 100 percent of Fair Market Value at the effective
               date of the grant.

                    4.   The number of shares exercisable hereunder and exercise
               prices shall be adjusted according to the provisions of Section 7
               and any other relevant provisions hereof.

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                    5.   These provisions may not be amended more than once
               every six months, other than to comport with changes in the Code,
               the Act, or the regulations thereunder.

        3.2    Duration, Removal, Etc.  The members of the Committee shall serve
               -----------------------                                          
at the pleasure of the Board of Directors, which shall have the power, at any
time and from time to time, to remove members from the Committee or to add
members thereto.  Vacancies on the Committee, however caused, shall be filled by
action of the Board of Directors.

        3.3    Meetings and Actions of Committee. The Committee shall elect one
               ---------------------------------                               
of its members as its Chairman and shall hold its meetings at such times and
places as it may determine.  All decisions and determinations of the Committee
shall be made by the majority vote or decision of all of its members present at
a meeting; provided, however, that any decision or determination reduced to
writing and signed by all of the members of the Committee shall be as fully
effective as if it had been made at a meeting duly called and held.  The
Committee may make any rules and regulations for the conduct of its business
that are not inconsistent with the provisions hereof and with the bylaws of the
Corporation as it may deem advisable.

        3.4    Committee's Powers.  Subject to the express provisions hereof,
               ------------------                                            
the Committee shall have the authority, in its sole and absolute discretion, (a)
to adopt, amend, and rescind administrative and interpretive rules and
regulations relating to the Plan; (b) to determine the terms and provisions of
the respective Agreements (which need not be identical), including, but not
limited to provisions defining or otherwise relating to (i) subject to Section 7
of the Plan, the term and the period or periods and extent of exercisability of
the Options, (ii) the extent to which the transferability of shares of Stock
issued upon exercise of Options is restricted, (iii) the extent to which the
transferability of shares of Restricted Stock shall be restricted, (iv) the
restrictions that shall be placed upon Restricted Stock at the time of its
Award, (v) the effect of termination of employment upon the exercisability of
the Options and the termination of the Restriction Period with respect to
Restricted Stock, and (vi) the effect of approved leaves of absence (consistent
with any applicable regulations of the Internal Revenue Service); (c)  to
accelerate the time of exercisability of any Option that has been granted; (d)
to construe the respective Agreements and the Plan; and (e) to make all other
determinations and perform all other acts necessary or advisable for
administering the Plan, including the delegation of such ministerial acts and
responsibilities as the Committee deems appropriate.  The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any Agreement in the manner and to the extent it shall deem expedient to
carry it into effect, and it shall be the sole and

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final judge of such expediency.  The Committee shall have full discretion to
make all determinations on the matters referred to in this Section 3.4, and such
determinations shall be final, binding and conclusive.

SECTION 4.     Eligibility and Participation.
               ----------------------------- 

        4.1.   Eligible Individuals.  Awards may be granted hereunder only to
               --------------------                                          
persons who are Eligible Individuals at the time of the grant thereof.

        Notwithstanding any provision contained herein to the contrary, a person
shall not be eligible to receive an Incentive Option hereunder unless he is an
employee of the Corporation or an Affiliate, nor shall a person be eligible to
receive an Incentive Option hereunder if he, at the time such Option is granted,
would own (within the meaning of sections 422A and 425 of the Code) stock
possessing more than ten percent (10%) of the total combined voting power or
value of all classes of stock of the Corporation or of an Affiliate, unless at
the time such Incentive Option is granted, (i) the exercise price per share of
Stock is at least one hundred and ten percent (110%) of the Fair Market Value of
each share of Stock to which the Incentive Option relates and (ii) the Incentive
Option is not exercisable after the expiration of five (5) years from the date
it is granted.

        4.2.   No Right to Award.  The adoption of the Plan shall not be deemed
               -----------------                                               
to give any person a right to be granted an Option or to receive an Award.

SECTION 5.     Grant of Awards and Certain Terms of the Agreements.
               --------------------------------------------------- 

        Subject to the express provisions hereof, the Committee shall determine
which Eligible Individuals shall be granted Awards hereunder from time to time.
In making grants, the Committee shall take into consideration the contribution
the potential Holder has made or may make to the success of the Corporation or
its Affiliates and such other considerations as the Board of Directors may from
time to time specify.  The Committee shall also determine the number of shares
subject to each such Award and shall authorize and cause the Corporation to
grant Awards in accordance with such determinations.

        The date on which the Committee completes all action constituting an
offer of an Award to an individual, including the specification of the number of
shares of Stock to be subject to the Award, shall be the date on which the Award
covered by an Agreement is granted, even though certain terms of the Agreement
may not be at such time determined and even though the Agreement may not be
executed until a later time.  For purposes of the preceding sentence, an offer
shall not be deemed made until the Committee has

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communicated the grant thereof to the potential Holder.  In no event, however,
shall an Optionee gain any rights in addition to those specified by the
Committee in its grant, regardless of the time that may pass between the grant
of the Award and the actual execution of the Agreement by the Corporation and
the Holder.

        Each Award granted hereunder shall be evidenced by an Agreement,
executed by the Corporation and the Eligible Individual to whom the Award is
granted, incorporating such terms as the Committee shall deem necessary or
desirable.  More than one Award may be granted hereunder to the same Eligible
Individual and be outstanding concurrently hereunder.  In the event an Eligible
Individual is granted any combination of one or more Incentive Options, one or
more Nonstatutory Options and one or more grants of Restricted Stock, such
grants shall be evidenced by separate Agreements, one for each of the Incentive
Option grants, one for each of the Nonstatutory Option grants and one for each
of the Restricted Stock awards.

        Each Agreement may contain or otherwise provide for conditions giving
rise to the forfeiture of the Stock acquired pursuant to an Award granted
hereunder or otherwise, and such restrictions on the transferability of shares
of the Stock acquired pursuant to an Award granted hereunder or otherwise as the
Committee in its sole and absolute discretion shall deem proper or advisable.
Such conditions giving rise to forfeiture may include, but need not be limited
to, the requirement that the Holder render substantial services to the
Corporation or its Affiliates for a specified period of time.  Such restrictions
on transferability may include, but need not be limited to, options and rights
of first refusal in favor of the Corporation and shareholders of the Corporation
other than the Holder of such shares of Stock who is a party to the particular
Agreement or a subsequent holder of the shares of Stock who is bound by such
Agreement.

        In addition, the Committee may grant cash awards payable in connection
with the exercise of an Award the terms and conditions of such awards to be such
as the Committee in its sole discretion deems appropriate; provided, however,
that no such cash award shall be effective unless it can comply and does comply
with any applicable requirements for exemption from liability pursuant to Rule
16b-3 promulgated under the Act.

        Notwithstanding the foregoing provisions of this Section 5, the Chief
Executive Officer of the Corporation may, from time to time, at his sole
discretion but subject to the following provisions of this Section 5, grant
Awards to individuals who are not at the time of grant individuals subject to
liability under section 16(b) of the Act.  The total number of shares of the
Restricted Stock or other Stock, as appropriate, that shall at any time be
subject to grant pursuant to the immediately preceding sentence shall be
specified from time to time by resolution of the

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Board of Directors, and such number of shares shall be included within the
number of shares stated in Section 2.1.  The Board of Directors may further
limit the authority of the Chief Executive Officer to grant Awards and may
prescribe some or all of the terms of any such Awards to such extent as the
Board of Directors deems appropriate.

SECTION 6.     Restricted Stock
               ----------------

        6.1.   Methods of Acquisition.  Restricted Stock may be received by an
               ----------------------                                         
Eligible Individual either as an Award or as the result of an exercise of an
Option.  Restricted Stock shall be subject to a Restriction Period, after which
restrictions will lapse.

        6.2.   Restrictions on Disposal.  Except as otherwise provided in this
               ------------------------                                       
Section 6 and Section 7 of the Plan, no shares of Restricted Stock received by
an Eligible Individual shall be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction Period.

        6.3.   Custody of Stock During Restriction Period.  The Committee may
               ------------------------------------------                    
require under such terms and conditions as it deems appropriate or desirable
that the certificates for Restricted Stock delivered under the Plan may be held
in custody by a bank or other institution, or that the Corporation may itself
hold such shares in custody until the Restriction Period expires or until
restrictions thereon otherwise lapse, and may require, as a condition of receipt
of any Restricted Stock that the Eligible Individual shall have delivered a
stock power endorsed in blank relating to the Restricted Stock.

        6.4.   Limited Exchange of Restricted Stock.  Nothing in this Section 6
               ------------------------------------                            
shall preclude a Eligible Individual from exchanging any shares of Restricted
Stock subject to the restrictions contained herein for any other shares of Stock
that are similarly restricted, but only to the extent such exchanges are
permitted under the terms of the Plan or his Agreement at the time of the
exchange.

SECTION 7.     Terms and Conditions of Awards.
               ------------------------------ 

        All Awards granted hereunder shall comply with, be deemed to include,
and shall be subject to the following terms and conditions:

        7.1.   Number of Shares.  Each Agreement shall state the number of
               ----------------                                           
shares of Stock to which it relates.

        7.2.   Option Exercise Price.  Each Incentive Stock Option Agreement and
               ---------------------                                            
Nonstatutory Stock Option Agreement shall state the exercise price per share of
Stock.  The exercise price per share of

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Stock subject to an Incentive Option shall not be less than the greater of (a)
the par value per share of the Stock or (b) 100% of the Fair Market Value per
share of the Stock on the date of the grant of the Option.  The exercise price
per share of Stock subject to a Nonstatutory Option shall not be less than fifty
percent (50%) of the Fair Market Value per share of the Stock on the date of the
grant of the Option.

        7.3.   Medium and Time of Payment, Method of Exercise, and Withholding
               ---------------------------------------------------------------
Taxes.  The exercise price of an Option shall be payable upon the exercise of
-----                                                                        
the Option (i) in cash (ii) by check payable to the order of the Corporation,
(iii) with the consent of the Committee, with shares of Stock of the Corporation
owned by the Holder, including a multiple series of exchanges of such Stock, or
(iv) by a combination of cash and such shares.

        Exercise of an Option shall not be effective until the Corporation has
received written notice of exercise.  Such notice must specify the number of
whole shares to be purchased and be accompanied by payment in full of the
aggregate exercise price of the number of shares purchased.  The Corporation
shall not in any case be required to sell, issue, or deliver a fractional share
of Stock with respect to any Award.

        The Committee may, in its discretion, require a Holder to pay to the
Corporation at the time of exercise of an Option or portion thereof or the lapse
of a Restriction Period, as applicable, the amount that the Corporation deems
necessary to satisfy its obligation to withhold Federal, state or local income
or other taxes incurred by reason of the exercise.  Where the exercise of an
Option or lapse of a Restriction Period does not give rise to an obligation to
withhold Federal income or other taxes on the date of exercise, the Corporation
may, in its discretion, require a Holder to place unrestricted shares of Stock,
which may be the shares received upon exercise of the Option or released by the
lapse of the Restriction Period, in escrow for the benefit of the Corporation
until such time as Federal income or other tax withholding is no longer required
with respect to such shares or until such withholding is required on amounts
included in the gross income of the Holder as a result of the exercise of an
Option, the disposition of shares of Stock acquired pursuant thereto or the
lapse of the Restriction Period.  At such later time, the Corporation, in its
discretion, may require a Holder to pay to the Corporation the amount that the
Corporation deems necessary to satisfy its obligation to withhold Federal, state
or local income or other taxes incurred by reason of the exercise of the Option,
the disposition of shares of Stock or the lapse of the Restriction Period.  Upon
receipt of such payment by the Corporation, such shares of Stock shall be
released from escrow to the Holder.

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        7.4.   Term, Time of Exercise, and Transferability of Awards and
               ---------------------------------------------------------
Options.  In addition to such other terms and conditions as may be included in a
-------
particular Agreement granting an Award, the rights of a Holder under an Award
shall be exercisable during a Holder's lifetime only by him or by his guardian
or legal representative.  Each Award shall also be subject to the following
terms and conditions:

        (a)    Termination of Employment or Directorship.  The provisions of
               -----------------------------------------   
        this Section 7.4(a) shall apply to the extent a Holder's Agreement does
        not expressly provide otherwise. If a Holder ceases to be employed by at
        least one of the employers in the group of employers consisting of the
        Corporation and its Affiliates because the Holder voluntarily terminates
        employment with such group of employers and the Holder does not remain
        or thereupon become a director of the Corporation or one or more of its
        Affiliates, or if a Holder voluntarily ceases to be a director of at
        least one of the corporations in the group of corporations consisting of
        the Corporation and its Affiliates and the Holder does not remain or
        thereupon become an employee of the Corporation or one or more of it's
        Affiliates, the Holder shall have the right for thirty (30) days after
        such termination or cessation to exercise the Option with respect to
        that portion thereof that has become exercisable and, with respect to
        Restricted Stock, receive an additional thirty (30) days for
        restrictions on such Restricted Stock to lapse pursuant to the Holder's
        Agreement as of the date of the Holder's termination of employment or
        cessation of directorship, whichever occurs latest, and thereafter (i)
        that portion of the Option shall terminate and cease to be exercisable
        and (ii) the shares of Restricted Stock with respect to which the
        restrictions applicable to such Restricted Stock have not lapsed shall
        revert to the Corporation.

        If a Holder ceases to be employed by at least one of the employers in
        the group of employers consisting of the Corporation and its Affiliates
        because any of such entities terminates the Holder's employment for
        misconduct, (i) the portion, if any, of an Award or Option that remains
        unexercised, including that portion, if any, that pursuant to the
        Agreement is not yet exercisable, at the time of the Holder's
        termination of employment, shall terminate and cease to be exercisable
        as of such time and (ii) the shares of Restricted Stock with respect to
        which the restrictions applicable to such Restricted Stock have not
        lapsed shall revert to the Corporation.  "Misconduct" shall be as
        defined in the Corporation's Personnel Policy and Procedures Manual.





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        If a Holder ceases to be employed by at least one of the employers in
        the group of employers consisting of the Corporation and its Affiliates
        because one or more of such entities terminates the employment of the
        Holder, but not for misconduct, and the Holder does not remain or
        thereupon become a director of the Corporation or one or more of it's
        Affiliates, the Holder shall have the right for ninety (90) days after
        such termination or cessation to exercise the Option with respect to
        that portion thereof that has become exercisable and, with respect to
        Restricted Stock, receive an additional ninety (90) days for
        restrictions on such Restricted Stock to lapse pursuant to the Holder's
        Agreement as of the date of the Holder's termination of employment or
        cessation of directorship, whichever occurs latest, and thereafter (i)
        that portion of the Option shall terminate and cease to be exercisable
        and (ii) the shares of Restricted Stock with respect to which the
        restrictions applicable to such Restricted Stock have not lapsed shall
        revert to the Corporation.

        That portion of an Option which is not exercisable on the date of
        termination of employment or cessation of directorship shall terminate
        and be forfeited to the Corporation on the date of such termination or
        cessation.

        (b)    Disability.  The provisions of this Section 7.4(b) shall apply to
               ----------                                                       
        the extent a Holder's Agreement does not expressly provide otherwise.
        If a Holder ceases to be employed by at least one of the employers in
        the group of employers consisting of the Corporation and its Affiliates
        by reason of disability (as defined in section 22(e)(3) of the Code) and
        does not remain or thereupon become a director of the Corporation or one
        or more of its Affiliates, or if the Holder is only a director and
        ceases by reason of such disability to be a director of at least one of
        the corporations in the group of corporations consisting of the
        Corporation and its Affiliates, the Holder shall have the right for
        twelve (12) months after the date of termination of employment with or
        cessation of directorship of such group of employers by reason of
        disability, whichever occurs latest, to exercise an Option to the extent
        such Option is exercisable and, with respect to Restricted Stock,
        receive an additional twelve (12) months for restrictions on such
        Restricted Stock to lapse pursuant to the terms of the Holder's
        Agreement on the date of his termination of employment or cessation of
        directorship, and thereafter (i) the Option shall terminate and cease to
        be exercisable and (ii) the shares of Restricted Stock with respect to
        which the restrictions applicable to such Restricted Stock have not
        lapsed shall revert to the Corporation.

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        (c)    Death.  The provisions of this Section 7.4(c) shall apply to the
               -----                                                           
        extent a Holder's Agreement does not expressly provide otherwise.  If a
        Holder dies while in the employ of the Corporation or an Affiliate or
        dies while a director of the Corporation or an Affiliate, an Option
        shall be exercisable by the Holder's legal representatives, heirs,
        legatees, or distributees for twelve (12) months following the date of
        the Holder's death to the extent such Option is exercisable and, with
        respect to Restricted Stock, receive an additional twelve (12) months
        for restrictions on such Restricted Stock to lapse pursuant to the
        Holder's Agreement on the Holder's date of death, and thereafter (i) the
        Option shall terminate and cease to be exercisable and (ii) the shares
        of Restricted Stock with respect to which the restrictions applicable to
        such Restricted Stock have not lapsed shall revert to the Corporation.

        Notwithstanding any other provision of this Plan, including the
provisions of items (a), (b), and (c) of this Section 7.4, no Incentive Option
shall be exercisable after the expiration of the later of six (6) years from the
date it is granted, or the period specified in Section 4.1, if applicable.

        The Committee shall have authority to prescribe in any Option Agreement
that the Option evidenced thereby may be exercised in full or in part as to any
number of shares subject thereto at any time or from time to time during the
term of the Option, or in such installments at such times during said term as
the Committee may prescribe.  Except as provided above and unless otherwise
provided in any Agreement, an Option may be exercised at any time or from time
to time during the term of the Option.  Such exercise may be as to any or all
whole (but no fractional) shares which have become purchasable under the Award
or Option.

        Within a reasonable time or such time as may be permitted by law after
(i) the Corporation receives written notice that the Holder has elected to
exercise all or a portion of an Option, such notice to be accompanied by payment
in full of the aggregate Option exercise price of the number of shares of Stock
purchased or (ii) the Restriction Period with respect to a Holder's Restricted
Stock has lapsed, the Corporation shall deliver a certificate representing such
shares and pay any other amounts payable in consequence of such exercise.  In
the event that a Holder is entitled to receive shares due to his exercise of any
combination of an Incentive Option, or portion thereof, or a Nonstatutory Stock
Option, or a portion thereof and the lapse of a Restriction Period, separate
Stock certificates shall be issued, one for the Stock subject to the Incentive
Option one for the Stock subject to the Award or Nonstatutory Stock Option, and
one for the released Restricted Stock.  The number of the shares of Stock
transferrable due to an exercise of an Option or the lapse of a Restriction
Period under this Plan shall not be increased due to the passage of

1989 STOCK PLAN                   NEXTRECORD
<PAGE>
 
time, except as may be provided in an Agreement.  However, this number of such
shares of Stock which are transferrable may increase due to the occurrence of
certain events which are fully described in Section 7.6.

        Nothing herein or in any Award granted hereunder shall require the
Corporation to issue any shares pursuant to such Award if such issuance would,
in the opinion of counsel for the Corporation, constitute a violation of the
Securities Act of 1933, as amended, or any similar or superseding statute or
statutes, or any other applicable statute or regulation, as then in effect.  At
the time of receipt of shares pursuant to an Award, the Corporation may, as a
condition precedent, require from the Holder of the Award (or in the event of
his death, his legal representatives, heirs, legatees, or distributees) such
written representations, if any, concerning his intentions with regard to the
retention or disposition of the shares being acquired pursuant to such Award and
such written covenants and agreements, if any, as to the manner of disposal of
such shares as, in the opinion of counsel to the Corporation, may be necessary
to ensure that any disposition by such Holder (or in the event of his death, his
legal representatives, heirs, legatees, or distributees), will not involve a
violation of the Securities Act of 1933, as amended, or any similar or
superseding statute or statutes, or any other applicable state or federal
statute or regulation, as then in effect.

        7.5.   Limitation on Aggregate Value of Shares That May Become First
               -------------------------------------------------------------
Exercisable During Any Calendar Year Under an Incentive Option.  Except as is
--------------------------------------------------------------               
otherwise provided in the second paragraph of Section 7.6 hereof, with respect
to any Incentive Option granted under this Plan, the sum of:

        (a)    the aggregate Fair Market Value of shares of Stock subject to
               such Incentive Option that first become purchasable in a calendar
               year under such Incentive Option, and

        (b)    the aggregate Fair Market Value of shares of Stock or stock of
               any Affiliate (or a predecessor of the Corporation or an
               Affiliate) subject to any other incentive stock option (within
               the meaning of section 422A of the Code) of the Corporation or
               its Affiliates (or a predecessor corporation of any such
               corporation), that first become purchasable in a calendar year
               under such incentive stock option

may not (with respect to any Holder) exceed $100,000 or such other amount as may
be specified by section 422A of the Code, with such Fair Market Value to be
determined as of the date the Incentive Option or such other incentive stock
option is granted.

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<PAGE>
 
For purposes of this Section 7.5, "predecessor corporation" means (i) a
corporation that was a party to a transaction described in section 425(a) of the
Code (or which would be so described if a substitution or assumption under such
section had been effected) with the Corporation, (ii) a corporation which, at
the time the new incentive stock option (within the meaning of section 422A of
the Code) is granted, is an Affiliate of the Corporation or a predecessor
corporation of any such corporations, or (iii) a predecessor corporation of any
such corporations.

        7.6.   Adjustments Upon Changes in Capitalization, Merger, Etc.
               -------------------------------------------------------  
Notwithstanding any other provision hereof, in the event of any change in the
number of outstanding shares of Stock

        (a)    effected without receipt of consideration therefor by the
               Corporation, by reason of a stock dividend, or split,
               combination, exchange of shares or other recapitalization,
               merger, or otherwise, in which the Corporation is the surviving
               corporation,

        (b)    by reason of a spin-off to the shareholders of a part of the
               Corporation into a separate entity, or

        (c)    by reason of assumptions and conversions of outstanding grants
               due to an acquisition by the Corporation of a separate entity,

(1) the aggregate number and class of the reserved shares, (2) the number and
class of shares subject to each outstanding Award and (3) the exercise price of
each outstanding Option shall be automatically adjusted to accurately and
equitably reflect the effect thereon of such change; provided, however, that any
fractional share resulting from such adjustment may be eliminated. In the event
of a dispute concerning such adjustment, the Committee has full discretion to
determine the resolution of the dispute.  Such determination shall be final,
binding and conclusive. The number of reserved shares or the number of shares
subject to any outstanding Award shall be automatically reduced by any fraction
included therein which results from any adjustment made pursuant to this Section
7.6.

        The following provisions of this Section 7.6 shall apply unless a
Holder's Agreement provides otherwise.  The occurrence of:

        (a)    a dissolution or liquidation of the Corporation,

        (b)    a merger or consolidation (other than a merger effecting a
               reincorporation of the Corporation in another state or any other
               merger or a consolidation in which the shareholders of the
               surviving corporation and their proportionate interests therein
               immediately after the merger or

1989 STOCK PLAN                   NEXTRECORD
<PAGE>
 
               consolidation are substantially identical to the shareholders of
               the Corporation and their proportionate interests therein
               immediately prior to the merger or consolidation) in which the
               Corporation is not the surviving corporation (or survives only as
               a subsidiary of another corporation in a transaction in which the
               shareholders of the parent of the Corporation and their
               proportionate interests therein immediately after the transaction
               are not substantially identical to the shareholders of the
               Corporation and their proportionate interests therein immediately
               prior to the transaction),

        (c)    a transaction in which any person becomes the owner of 50% or
               more of the total combined voting power of all classes of stock
               of the Corporation

shall cause every Award then outstanding to terminate, but (i) the Holders of
each such then outstanding Options shall, in any event, have the right,
immediately prior to such dissolution, liquidation, merger, consolidation, or
transaction, to exercise such Options, to the extent not theretofore exercised,
without regard to the determination as to the periods and installments of
exercisability made pursuant to a Holder's Agreement if (and only if) such
Options have not at that time expired or been terminated and (ii) the
restrictions applicable to the Holders of Restricted Stock pursuant to every
such terminating award shall lapse immediately prior to such dissolution,
liquidation, merger, consolidation, or transaction without regard to the
determination as to the periods and installments of vesting of Restricted Stock
made pursuant to a Holder's Agreement if (and only if) such Restricted Stock has
not at that time otherwise reverted to the Corporation.

        7.7.   Rights as a Shareholder.  A Holder shall have no right as a
               -----------------------                                    
shareholder with respect to any shares covered by his Award until a certificate
representing such shares is issued and delivered to him.  No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash or other
property) or distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Section 7.6 hereof.

        7.8.   Modification, Extension and Renewal of Awards.  Subject to the
               ---------------------------------------------                
terms and conditions of and within the limitations of the Plan, the Committee
may modify, extend or renew outstanding Awards granted under the Plan, or accept
the surrender of Awards outstanding hereunder (to the extent not theretofore
exercised) and authorize the granting of new Awards hereunder in substitution
therefor (to the extent not theretofore exercised).  The Committee may not,
however, without the consent of the Holder, modify any outstanding Awards so as
to specify a higher or lower exercise

1989 STOCK PLAN                   NEXTRECORD
<PAGE>
 
price as to Options or accept the surrender of outstanding Incentive Options and
authorize the granting of new Awards in substitution therefor specifying a
higher or lower exercise price.  In addition, no modification of an Award
granted hereunder shall, without the consent of the Holder, alter or impair any
rights or obligations under any Award theretofore granted hereunder to such
Holder under the Plan, except as may be necessary, with respect to Incentive
Options, to satisfy the requirements of section 422A of the Code.

        7.9.   Furnish Information.  Each Holder shall furnish to the
               -------------------                                   
Corporation all information requested by the Corporation to enable it to comply
with any reporting or other requirement imposed upon the Corporation by or under
any applicable statute or regulation.

        7.10.  Obligation to Exercise.  The granting of an Option hereunder
               ----------------------                                      
shall impose no obligation upon the Holder to exercise the same or any part
thereof.

        7.11.  Agreement Provisions.  The Agreements authorized under the Plan
               --------------------                                           
shall contain such provisions in addition to those required by the Plan
(including, without limitation, restrictions or the removal of restrictions upon
(i) the exercise of an Option and the retention or transfer of shares thereby
acquired and (ii) Restricted Stock and the lapse of the Restriction Period) as
the Committee shall deem advisable.  Each Option Agreement shall identify the
Option evidenced thereby as an Incentive Option or a Nonstatutory Option, as the
case may be, and no Agreement shall cover both an Incentive Option and a
Nonstatutory Option or both either type of Option and Restricted Stock.  Each
Agreement relating to an Incentive Option granted hereunder shall contain such
limitations and restrictions upon the exercise of the Incentive Option to which
it relates as shall be necessary for the Incentive Option to which such
Agreement relates to constitute an incentive stock option, as defined in section
422A of the Code.

        7.12.   Non-Transferability of Award.  An Award granted under this Plan
                ----------------------------                                   
shall not be transferable except by will or by the laws of descent and
distribution.  The Holder may not make any disposition of an Award or any
interest therein.  As used in this Plan, "disposition" means any sale, transfer,
encumbrance, gift, donation, assignment, pledge, hypothecation, or other
disposition, whether similar or dissimilar to those previously enumerated,
whether voluntary or involuntary, and whether during the Holder's lifetime or
upon or after his death, including, but not limited to, any disposition by
operation of law, by court order, by judicial process, or by foreclosure,  levy,
or attachment, except a transfer by will or by the laws of descent or
distribution.  Any attempted disposition in violation of this Section 7.12 shall
be void and ineffective for all purposes.

1989 STOCK PLAN                   NEXTRECORD
<PAGE>
 
SECTION 8.     Remedies
               --------

        8.1.   Remedies.  The Corporation shall be entitled to recover from a
               --------                                                      
Holder reasonable attorneys' fees incurred in connection with the enforcement of
the terms and provisions of the Plan and any Agreement whether by an action to
enforce specific performance or for damages for its breach or otherwise.

        8.2.   Specific Performance.  The Corporation shall be entitled to
               --------------------                                       
enforce the terms and provisions of this Section 8, including the remedy of
specific performance, in Dallas, Dallas County, Texas.

SECTION 9.     Duration of Plan.
               ---------------- 

        No Incentive Options may be granted hereunder after the date that is ten
(10) years from the earlier of (i) the date the Plan is adopted by the Board of
Directors or (ii) the date the Plan is approved by the shareholders of the
Corporation.

SECTION 10.    Amendment of Plan.
               ----------------- 

        The Board of Directors may, insofar as permitted by law, with respect to
any shares at the time that are not subject to Awards, suspend or discontinue
the Plan or revise or amend it in any respect whatsoever; provided, however,
that, without the approval of the holders of a majority of the outstanding
shares of voting stock of all classes of the Corporation, no such revision or
amendment shall (i) cause the Plan to no longer comply with the requirements of
Section 16(b) of the Act, any rule promulgated thereunder, any successor statute
or rule or other such regulatory requirements, or in any manner cause Incentive
Options issued under it to fail to satisfy the requirements applicable to
incentive stock options as defined in section 422A of the Code.

SECTION 11.    General.
               ------- 

        11.1.  Application of Funds.  The proceeds received by the Corporation
               --------------------                                           
from the sale of shares pursuant to Awards and Options shall be used for general
corporate purposes.

        11.2.  Right of the Corporation and Affiliates to Terminate Employment.
               ---------------------------------------------------------------  
Nothing contained in the Plan, or in any Agreement, shall confer upon any Holder
the right to continue in the employ of the Corporation or any Affiliate, or
interfere in any way with the rights of the Corporation or any Affiliate to
terminate his employment any time.

        11.3.  No Liability for Good Faith Determinations.  Neither the members
               ------------------------------------------                     
of the Board of Directors nor any member of the Committee shall be liable, even
if negligent, for any act, omission, or determination taken or made in good
faith with respect

1989 STOCK PLAN                   NEXTRECORD
<PAGE>
 
to the Plan or any Award granted under it, and members of the Board of Directors
and the Committee shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is
approved by independent legal counsel selected by the Corporation, and amounts
paid in satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising therefrom to the full extent permitted by law and under any
directors and officers liability or similar insurance coverage that may from
time to time be in effect.

        11.4.  Information Confidential.  As partial consideration for the
               ------------------------                                   
granting of each Award hereunder, the Agreement may, in the Committee's sole and
absolute discretion, provide that the Holder shall agree with the Corporation
that he will keep confidential all information and knowledge that he has
relating to the manner and amount of his participation in the Plan; provided,
however, that such information may be disclosed as required by law and may be
given in confidence to the Holder's spouse, tax and financial advisors, or to a
financial institution to the extent that such information is necessary to secure
a loan. In the event any breach of this promise comes to the attention of the
Committee, it shall take into consideration such breach in determining whether
to recommend the grant of any future Award to such Holder as a factor militating
against the advisability of granting any such future Award to such individual.

        11.5.  Other Benefits.  Participation in the Plan shall not preclude the
               --------------                                                   
Holder from eligibility in any other stock option plan of the Corporation or any
Affiliate or any old age benefit, insurance, pension, profit sharing,
retirement, bonus, or other extra compensation plans which the Corporation or
any Affiliate has adopted, or may, at any time, adopt for the benefit of its
employees.

        11.6.  Execution of Receipts and Releases.  Any payment of cash or any
               ----------------------------------                             
issuance or transfer of shares of Stock to the Holder, or to his legal
representative, heir, legatee, or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of
such persons hereunder. The Committee may require any Holder, legal
representative, heir, legatee, or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.

        11.7.  No Guarantee of Interests.  The Committee, the Board of Directors
               -------------------------                                        
and the Corporation, individually and collectively, do not guarantee the Stock
                                                       ---                    
of the Corporation from loss or depreciation.

        11.8.  Payment of Expenses.  All expenses incident to the
               -------------------                               
administration, termination, or protection of the Plan, including,

1989 STOCK PLAN                   NEXTRECORD
<PAGE>
 
but not limited to, legal and accounting fees, shall be paid by the Corporation
or its Affiliates; provided, however, the Corporation or an Affiliate may
recover any and all damages, fees, expenses, and/or costs arising out of any
actions taken by the Corporation to enforce its rights hereunder.

        11.9.  Corporation Records.  Records of the Corporation or its
               -------------------                                    
Affiliates regarding the Holder's period of employment, termination of
employment and the reason therefor, leaves of absence, re-employment, and other
matters shall be conclusive for all purposes hereunder, unless determined by the
Committee to be incorrect.

        11.10. Information.  The Corporation and its Affiliates shall, upon
               -----------                                                 
request or as may be specifically required hereunder, furnish or cause to be
furnished, all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the Plan.

        11.11. No Liability of Corporation.  The Corporation assumes no
               ---------------------------                             
obligation or responsibility to the Holder or his legal representatives, heirs,
legatees, or distributees for any act of, or failure to act on the part of, the
Committee.

        11.12. Corporation Action.  Any action required of the Corporation shall
               ------------------                                               
be by resolution of its Board of Directors or by a person authorized to act by
resolution of the Board of Directors.

        11.13. Severability.  If any provision of this Plan is held to be
               ------------                                              
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions hereof, but such provision shall be fully severable,
and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included herein.

        11.14. Notices.  Whenever any notice is required or permitted hereunder,
               -------                                                          
such notice must be in writing and personally delivered or sent by mail or by a
nationally recognized courier service.  Any notice required or permitted to be
delivered hereunder shall be deemed to be delivered on the date on which it is
personally delivered, or, if mailed, whether actually received or not, on the
third business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address which such person has previously specified by written notice delivered
in accordance herewith or, if by courier, twenty-four (24) hours after it is
sent, addressed as described in this Section.  The Corporation or a Holder may
change, at any time and from time to time, by written notice to the other, the
address which it or he had previously specified for receiving notices.  Until
changed in accordance herewith, the Corporation and each Holder shall specify as
its and his address for receiving notices the address set forth

1989 STOCK PLAN                   NEXTRECORD
<PAGE>
 
in the Agreement pertaining to the shares to which such notice relates.

        11.15. Waiver of Notice.  Any person entitled to notice hereunder may
               ----------------                                              
waive such notice.

        11.16. Successors.  The Plan shall be binding upon the Holder, his legal
               ----------                                                       
representatives, heirs, legatees and distributees upon the Corporation, its
successors, and assigns, and upon the Committee, and its successors.

        11.17. Headings.  The titles and headings of Sections are included for
               --------                                                       
convenience of reference only and are not to be considered in construction of
the provisions hereof.

        11.18. Governing Law.  All questions arising with respect to the
               -------------                                            
provisions of the Plan shall be determined by application of the laws of the
State of Delaware except to the extent Delaware law is preempted by federal law.
Questions arising with respect to the provisions of an Agreement that are
matters of contract law shall be governed by the laws of the state specified in
the Agreement, except to the extent preempted by federal law and except to the
extent that Delaware corporate law conflicts with the contract law of such
state, in which event Delaware corporate law shall govern.  The obligation of
the Corporation to sell and deliver Stock hereunder is subject to applicable
laws and to the approval of any governmental authority required in connection
with the authorization, issuance, sale, or delivery of such Stock.

        11.19. Word Usage.  Words used in the masculine shall apply to the
               ----------                                                 
feminine where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.

SECTION 12.    Approval of Shareholders.
               ------------------------ 

        The Plan shall take effect on the date it is approved by the
shareholders of the Corporation.  If this Plan is not approved by the holders of
a majority of the outstanding shares of equity securities of the Corporation
having voting rights within the period beginning on the date the Board of
Directors adopts the Plan and ending twelve (12) months after the date the Plan
is adopted by the Board of Directors, none of the Options granted hereunder
shall constitute Incentive Options; and in the event that the Plan is not so
approved on or before the first annual meeting of stockholders of the
Corporation following the date the Board of Directors adopts the Plan, if any
Awards or Options are granted under the Plan before the date such stockholders
do approve the Plan to individuals subject to suit under Section 16b of the Act
at the time of grant, such Awards or Options shall be null, void, and of no
force and effect as of their grant date.  If subsequent to the adoption of this
Plan, the rules and regulations promulgated under

1989 STOCK PLAN                   NEXTRECORD
<PAGE>
 
the Act associated with the beneficial treatment of certain events under Section
16(b) of the Act are amended so as to remove a requirement for shareholder
approval listed in this Section 12 or in Section 10, and the Code does not
require shareholder approval, that requirement for shareholder approval in this
Section 12 and Section 10 shall be automatically deleted from this Plan.