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                                                                    EXHIBIT 10.3

                                TALX CORPORATION
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN



1. Purpose of the Plan.

         The TALX Corporation 1994 Stock Option Plan (the "Plan") is intended as
an incentive to, and to encourage ownership of the stock of TALX Corporation
("Company") by certain key management employees of the Company and its
subsidiaries. It is intended that some options granted hereunder will qualify as
Incentive Stock Options ("Incentive Stock Options") within the meaning of
Section 422 of the Internal Revenue Code of 1986 as amended (the "Code") and
that other options granted hereunder will not so qualify.

2. Stock Subject to the Plan.

         (a) Stock Available For Grants of Options . A total of 2,772,000 shares
of the Common Stock of the Company ("Common Stock") have been allocated to the
Plan and will be reserved for the grant of options under the Plan, subject to
subsequent adjustments under Paragraph 15. The maximum number of shares with
respect to which any individual may be granted options in any calendar year is
2,772,000.

         (b) Reservation of Shares. The Company will allocate and reserve in
each calendar year, a sufficient number of shares of its Common Stock for issue
upon the exercise of options granted under the Plan.

         (c) Treasury Shares. The Company may, in its discretion, use shares
held in the Treasury under this Plan in lieu of authorized but unissued shares
of Common Stock. If any option shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
again be available for the purposes of the Plan. Any shares of Common Stock
which are used as full or partial payment to the Company by an optionee of the
purchase price upon exercise of an option shall again be available for the
purposes of the Plan.

3. Administration.

         The Plan shall be administered by the Committee referred to in
Paragraph 4 (the "Committee"). Subject to the express provisions of the Plan,
the Committee shall have plenary authority, in its discretion, to determine the
individuals to whom, and the time or times at which, options shall be granted
and the number of shares to be subject to each option. In making such
determinations the Committee may take into account the nature of the services
rendered by the respective individuals, their present and potential
contributions to the Company's success and such other factors as the Committee,
in its discretion, shall deem relevant. Subject to the express provisions of the
Plan, the Committee shall also have plenary authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective stock option agreements (which need
not be identical) and to make all

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other determinations necessary or advisable for the administration of the Plan.
The Committee's determinations on the matters referred to in this Paragraph 3
shall be conclusive.

4. The Committee.

         The Committee shall be appointed by the Board of Directors of the
Company ("Board"), which may from time to time appoint members of the Committee
in substitution for members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee may select one of its members as its
Chairman, and shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by a majority of the
members shall be fully as effective as if it had been made by a majority vote at
a meeting duly called and held. The Committee may appoint a secretary, shall
keep minutes of its meetings and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.

5. Eligibility.

         Options may be granted to key employees of the Company or its
subsidiaries (as defined below). The term "key employees" is not limited to, but
includes, officers who are employees whether or not they are directors,
employees who are employed in positions of management, and such other employees
as the Committee shall determine. The term "subsidiary" shall mean any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the option each of
the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain, or such other meaning
as may be hereafter ascribed to it in Section 424 of the Code.

6. Option Prices.

         The purchase price of the Common Stock under each Option which is an
Incentive Stock Option shall not be less than 100% of the fair market value of
the stock at the time of the granting of the option (110% in the case of an
option granted to a holder of 10% or more of the then outstanding Common Stock
of the Company (a "10% Owner")). The purchase price of the Common Stock under
each option, which is not an Incentive Stock Option, shall be determined by the
Committee. The Committee shall determine fair market value and may adopt such
criterion for such determination of as it may determine to be appropriate;
provided, that if the Common Stock is included on the NASDAQ National Market,
the fair market value shall be the mean between the high and the low sales price
on the date as of which the Common Stock is to be valued, or if the Common Stock
shall not have been traded on such date, the mean between the high and low sales
price on such market on the first day prior thereto on which the Common Stock is
traded.


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7. Payment of Option Prices.

         The purchase price is to be paid in full upon the exercise of the
option, either (i) in cash, (ii) in the discretion of the Committee, by tender
of shares of the Common Stock of the Company, already owned by the optionee
having a fair market value equal to the cash exercise price of the option being
exercised, or (iii) in the discretion of the Committee, by any combination of
the payment methods specified in clauses (i) and (ii) hereof; provided, however,
that no shares of Common Stock may be tendered in exercise of an option if such
shares were acquired by the optionee through the exercise of an Incentive Stock
Option unless (i) such shares have been held by the optionee for at least one
year and (ii) at least two years have elapsed since such Incentive Stock Option
was granted. The cash proceeds of sale of stock subject to option are to be
added to the general funds of the Company and used for its general corporate
purposes. The shares of Common Stock of the Company received by the Company as
payment of the option price are to be added to the shares of the Common Stock of
the Company held in its Treasury and used for the purposes of granting options
under the Plan.

8. Option Amounts.

         The maximum aggregate fair market value (determined at the time an
option is granted in the same manner as provided for in Paragraph 6 hereof) of
the Common Stock of the Company with respect to which Incentive Stock Options
are exercisable for the first time by any optionee during any calendar year
(under all plans of the Company and its subsidiaries) shall not exceed $100,000.

9. Exercise of Options.



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         The term of each option shall be not more than ten (10) years from the
date of granting thereof (five (5) years in the case of an Incentive Stock
Option granted to a 10% Owner) or such shorter period as is prescribed in
Paragraph 10 hereof; provided, that the right to exercise an option shall be
restricted so that no shares may be purchased during the first year of the term
thereof, that at any time during the term of the option after the end of the
first year from the date of the grant, the optionee may purchase up to 20% of
the total number of shares to which the option relates; that at any time during
the term of the option after the end of the second year from the date of grant
the optionee may purchase up to an additional 20% of the total number of shares
to which the option relates; that at any time during the term of the option
after the end of the third year from the date of grant, the optionee may
purchase up to an additional 20% of the total number of shares to which the
option relates; that at any time during the term of the option after the end of
the fourth year from the date of grant the optionee may purchase up to an
additional 20% of the total number of shares to which the option relates; and
that at any time during the term of the option after the end of the fifth year
from the date of the grant, the optionee may purchase an additional 20% of the
total number of shares to which the option relates so that the optionee may
purchase 100% of the total number of shares to which the option relates after
five (5) years from the date of grant; provided, further that except as provided
in Paragraphs 10 and 11 hereof, no option may be exercised at any time unless
the optionee is then an employee or an officer or director of the Company or a
subsidiary and has been so continuously since the granting of the option. The
holder of an option shall have none of the rights of a stockholder with respect
to the shares subject to option until such shares shall be issued to such holder
upon the exercise of the option.

         Notwithstanding the foregoing, in the event of a Change in Control (as
hereinafter defined), the option holder will be entitled to purchase, at any
time thereafter and during the term thereof (subject, however, to Section 10 of
this Plan), the entire number of shares to which the option relates.

                           The term "Change in Control" shall mean:

                           (i) The purchase or other acquisition by any person,
         entity or group of persons, within the meaning of Section 13(d) or
         14(d) of the Securities Exchange Act of 1934, as amended (the Exchange
         Act") (excluding, for this purpose, the Company or its subsidiaries or
         any employee benefit plan of the Company or its subsidiaries), of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 20% or more of the combined voting power of
         the Company's then-outstanding voting securities entitled to vote
         generally in the election of directors in any transaction or series of
         transactions; or

                           (ii) When individuals who, as of June 30, 1996,
         constitute the Board (the "Continuing Directors"), cease for any reason
         to constitute at least a majority of the Board, provided that any
         person who becomes a director subsequent to the date hereof whose
         election or nomination for election by the Company's shareholders, was
         approved




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         in advance by a vote of at least three-quarters of the Continuing
         Directors (other than a nomination of an individual whose initial
         assumption of office is in connection with an actual or threatened
         election contest relating to the election of the directors of the
         Company, as such terms are used in Rule 14a-11 of Regulation 14A
         promulgated under the Exchange Act) shall be, for purposes of this
         Paragraph, considered as though such person were a Continuing Director;
         or

                           (iii) Approval by the stockholders of the Company of
         (a) a reorganization, merger or consolidation with respect to which
         persons who were stockholders of the Company immediately prior to such
         reorganization, merger or consolidation do not, immediately thereafter,
         own more than 50% of the combined voting power of the voting securities
         entitled to vote generally in the election of directors of the
         reorganized, merged or consolidated corporation's then-outstanding
         voting securities, or (b) a liquidation or dissolution of the Company
         or of the sale of all or substantially all of the assets of the
         Company; or

                           (iv) Any other event that a majority of the
         Continuing Directors, in their sole discretion, shall determine
         constitutes a Change of Control.


10. Termination of Employment.

         Except as provided in Section 11, below, any option issued hereunder
may only be exercised during the period prior to the holder's termination of
service with the Company or a subsidiary, except that (i) if such termination
follows a Change in Control, the holder may exercise any or all of the holder's
unexercised unexpired options, but not after the term of the option, provided
such termination is within twelve (12) months of the date of the Change in
Control, and (ii) if the service of an optionee terminates with the consent and
approval of the holder's employer, the Committee in its absolute discretion may
permit the optionee to exercise the option, to the extent that the holder was
entitled to exercise it at the date of such termination of service, at any time
within three (3) months after such termination, but not after ten (10) years
from the date of the granting thereof (five (5) years in the case of an option
granted to a 10% Owner). Options granted under the Plan shall not be affected by
any change of employment so long as the holder continues to be an employee of
the Company or a subsidiary. The option agreements may contain such provisions
as the Committee shall approve with reference to the effect of approved leaves
of absence. Nothing in the Plan or in any option granted pursuant to the Plan
shall confer on any individual any right to continue in the employ of the
Company or any subsidiary or interfere in any way with the right of the Company
or any subsidiary thereof to terminate his or her employment at any time.

11. Death or Disability.

         In the event of the death of an individual to whom an option has been
granted



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under the Plan, while he or she is employed by the Company (or a subsidiary) or
within three (3) months after termination of service (or one (1) year in the
case of the termination of service of an option holder who is disabled as
provided below) the option theretofore granted may be exercised, to the extent
exercisable at the date of death, by a legatee or legatees under the option
holder's last will, or by personal representatives or distributees, at any time
within a period of one (1) year after death, but not after ten (10) years from
the date of granting thereof (five (5) years in the case of an option granted to
a 10% Owner), and only if and to the extent that the option was exercisable at
the date of death. If the holder of this option terminates service on account of
disability, the holder may exercise such option to the extent the holder was
entitled to exercise it at the date of such termination at any time within one
(1) year of the termination of employment but not after ten (10) years from the
date of the granting thereof (five (5) years in the case of an option granted to
a 10% or more owner of the Company). For this purpose a person shall be deemed
to be disabled if he or she is permanently and totally disabled within the
meaning of Section 422(c)(6) of the Code, which, as of the date hereof, means
that he or she is unable to engage in any substantial gainful activity by reason
of any medically determined physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a period
of not less than 12 months. A person shall be considered disabled only if he or
she furnishes such proof of disability as the Committee may require.

12. Non-Transferability of Options.

         Each option granted under the Plan shall, by its terms, be
non-transferable otherwise than by will or the laws of descent and distribution
and an option may be exercised, during the lifetime of the holder thereof, only
by such holder.

13. Successive Option Grants.

         Successive option grants may be made to any holder of options under
this Plan.

14. Investment Purpose.

         Each option under the Plan shall be granted only on the condition that
all purchases of Common Stock thereunder shall be for investment purposes, and
not with a view to resale or distribution, except that the Committee may make
such provision with respect to options granted under this Plan as it deems
necessary or advisable for the release of such condition upon the registration
with the Securities and Exchange Commission of Common Stock subject to the
option, or upon the happening of any other contingency warranting the release of
such condition.

15. Adjustments Upon Changes in Capitalization or Corporate Acquisitions.

         Notwithstanding any other provisions of the Plan, the option agreements
may contain such provisions as the Committee shall determine to be appropriate
for the adjustment of the number and class of shares subject to each outstanding
option, the option prices amounts in



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the event of changes in the outstanding Common Stock by reason of stock
dividends, recapitalizations, mergers, consolidations, spin-offs, split-offs,
split-ups, combinations or exchanges of shares and the like, and, in the event
of any such change in the outstanding Common Stock, the aggregate number and
class of shares available under the Plan and the maximum number of shares as to
which options may be granted to any individual shall be appropriately adjusted
by the Committee, whose determination shall be conclusive. In the event the
Company or a subsidiary enters into a transaction described in Section 424(a) of
the Code with any other corporation, the Committee may grant options to
employees or former employees of such corporation in substitution of options
previously granted to them upon such terms and conditions as shall be necessary
to qualify such grant as a substitution described in Section 424(a) of the Code.

16. Amendment and Termination.

         The Board may at any time terminate the Plan, or make such
modifications of the Plan as it shall deem advisable; provided, however, that
the Board or Committee may not, without further approval by the holders of
Common Stock, make any modifications which, by applicable law, require such
approval. No termination or amendment of the Plan may, without the consent of
the optionee to whom any option shall theretofore have been granted, adversely
affect the rights of such optionee under such option. The Committee may, but
need not, amend option agreements existing as of the effective date of the
amendments to the Plan to incorporate the provisions thereof.

17. Effectiveness of the Plan.

         The Plan, as amended, shall become effective as of the day it is
adopted by the Board subject, however, to its further approval by the
stockholders of the Company within one (1) year from the date of adoption by the
Board. Options may be granted before such approval by stockholders but none may
be exercised before the approval, and if such approval is not given, such grants
shall be void.

18. Time of Granting of Options.

         An option grant under the Plan shall be deemed to be made on the date
on which the Committee, by formal action of its members duly recorded in the
records thereof, makes an award of an option to an eligible employee of the
Company or one of its subsidiaries, provided that such option is evidenced by a
written option agreement duly executed on behalf of the Company and on behalf of
the optionee within a reasonable time after the date of the Committee action.

19. Term of Plan.

         This Plan shall terminate ten (10) years after the date on which the
amendments



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hereto are approved and adopted by the Board as set forth under Paragraph 17 and
no option shall be granted hereunder after the expiration of such ten-year
period. Options outstanding at the termination of the Plan shall continue in
full force and effect and shall not be affected thereby.














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