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                                                                    Exhibit 10.1
                                                                    ------------

                             INSURDATA INCORPORATED
                             1999 STOCK OPTION PLAN
                                  (the "Plan")



                         Purpose and Intent of the Plan


         The purpose of the Plan is (a) to aid INSURDATA INCORPORATED (the
"Company") in securing and retaining individuals of outstanding ability,
including key personnel who are or may be employed by the Company or any
subsidiary; and (b) to provide additional motivation to such persons to exert
their best efforts on behalf of the Company. The Company expects that it will
benefit from the added interest such persons will have in the welfare of the
Company as a result of their ownership or increased ownership of the Company.

         The Stock Options ("Option") granted pursuant to the Plan are not to be
treated as incentive stock options as defined by Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code").



                                    Article I
                                   Definitions

         1.1 "Company" means INSURDATA INCORPORATED, a Texas corporation.

         1.2 "Disability" means the Participant is qualified for long-term
disability benefits under the disability plan or insurance policy of the
Participant's employer.

         1.3 "Optionee" means any employee of the Company or any Subsidiary, or
any person on the payroll of the Plan Sponsor who is, or who is proposed to be,
a recipient of Options.

         1.4 "Plan" means the 1999 Stock Option Plan of INSURDATA INCORPORATED,
as it may be amended from time to time.



                                   Article II
                            Stock Subject to the Plan

         The total number of shares of common stock of the Company for which
options may be granted under the Plan is 2,500,000 shares, which may consist, in
whole or in part, of unissued shares. Any option granted hereunder, or portion
thereof, shall be forfeited to the extent that it fails by its terms to become
exercisable or is not otherwise exercised before its expiration. If a
participant forfeits options under the terms of the Plan, then the shares
reserved or such forfeited options shall revert to the Plan.


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                                   Article III
                           Administration of the Plan

         A Compensation Committee appointed by the Board of Directors of the
Company (the "Committee") shall administer the Plan. The Committee shall have
the authority, consistent with the Plan, to determine the provisions of the
options to be granted, to interpret the Plan and the options granted under the
Plan, to adopt, amend and rescind rules and regulations for the administration
of the Plan and generally to administer the Plan and to make all determinations
in connection therewith which may be necessary or advisable. All such actions of
the Committee shall be binding upon all participants. The Committee shall have
the authority to name new optionees and to grant shares to any optionees,
including increasing the number of shares available to any existing optionee, as
the Committee in its sole discretion deems appropriate. No director shall be
granted an option pursuant to the Plan.

         At a meeting of the Committee, a majority of the Members of the
Committee, represented in person or by proxy shall constitute a quorum. The
decisions and selections shall be made by a majority of Members of the Committee
at which a quorum exists and shall be final. Any decision or selection 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 held.


                                   Article IV
                                   Eligibility

         Each option is granted in consideration of each optionee being or
agreeing to become an employee or officer of the Company or any subsidiary. The
persons who shall receive options under the Plan shall be selected from time to
time by the Committee from among those eligible, and the Committee shall
determine, in its sole discretion, the number of shares to be covered by the
options or options granted to each such optionee selected.


                                    Article V
                      Terms and Conditions of Stock Options

         All options granted under the Plan shall be subject to all the
applicable provisions of the Plan, including the following terms and conditions,
and to such other terms and conditions not inconsistent therewith as the
Committee shall determine:

         (a) Exercise Price. The exercise price shall be the price at which the
Committee established on the date the option was granted.

         (b) Expiration of Options. No option shall be exercisable after the
"Expiration Date", except as provided in paragraph (g) and (i) below. The
"Expiration Date" shall be the ninetieth day following the fourth anniversary of
the date the option is granted.

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         (c) When Options Are Exercisable. Subject to the discretion of the
Committee, options shall become exercisable: (i) 25% after twelve months from
the date of the granting of the option and an additional 25% after each twelve
month period thereafter, except as otherwise provided in paragraph (g) below; or
(ii) sooner, at the discretion of the Committee. Thus, each option, to the
extent not previously exercised would be 100% exercisable on the fourth
anniversary of the granting of the option.

         (d) How Options Are Exercised. Each option shall be exercised by giving
written notice to the Company specifying the number of shares to be purchased
and accompanied by payment as described in (e) below. No optionee shall have any
rights to distributions or other rights of a shareholder with respect to shares
subject to the option until the optionee has given written notice of exercise of
the option and paid in full for such shares.

         (e) Payment Upon Exercise of Options. Upon exercise of an option, the
exercise price for the shares to be purchased shall be paid for, at the election
of the optionee:

                  (1) in cash;

                  (2) by retendering to the Company a sufficient number of the
shares of the Company which have been held for a minimum of six months, to
produce a fair market value equal to the total exercise price;

                  (3) if approved by the Committee, by a loan from the Company
to the optionee for the amount of the total exercise price. The terms of the
note or loan agreement shall be determined by the Committee; interest shall not
exceed prime plus 1% at the time of the loan, and the principal and interest
shall not be due thereunder until at least the end of the 12th month after the
date of the loan or 1 month after termination of employment, whichever is
earlier, or

                  (4) by any combination of the above.

         (f) Retender or Withholding for Income Tax Liabilitv. The optionee may
also retender to the Company a number of the optioned shares sufficient to pay
the optionee's statuatory minimum income tax liability arising from the exercise
of an option. The optionee may retender an amount of shares equal in value to
the amount of income tax withholding determined using either the flat percentage
rate on supplemental wage payments or the optionee's marginal income tax rate,
if higher, resulting from the exercise, whichever the optionee chooses. If an
optionee chooses not to retender shares for such tax liability and if the
Company is subject to income tax withholding liability for such exercise, the
Company may withhold an amount of shares equal in value to such liability or may
otherwise require the optionee to pay or indemnify the Company for such
liability as the Committee may determine.

         (g) Accelerated Exercisability Upon Certain Events.

                  (1) Permanent Disability. If prior to the Expiration Date an
optionee's employment with the Company terminates by reason of permanent
disability, the options, to the extent not previously exercised, shall
immediately become 100% exercisable. Such options may only thereafter be
exercised in full at any time prior to the Expiration Date or three hundred
sixty-five (365) days after the date of such termination, whichever is earlier.

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                  (2) Death. If prior to the Expiration Date the optionee's
employment with the Company terminates by reason of the optionee's death, the
options, to the extent not previously exercised, shall become 100% exercisable.
Such options may only thereafter be exercised in full by the legal
representative of the estate or by the legatee of the optionee under the last
will at any time prior to the Expiration Date or three hundred sixty-five (365)
days after the date of the optionee's death, whichever is earlier.

                  (3) Change of Control. There is no acceleration exercisability
in the event of any change in control.

                  (4) Termination for Any Other Reason. If an optionee who is an
employee or officer of the Company or any subsidiary terminates the optionee's
employment for any reason other than death of permanent disability, his or her
unexercised options may only thereafter be exercised the earlier of ninety (90)
days after the date of such termination or cessation, or the Expiration Date,
but only to the extent they were exercisable at the time of such termination.
However, in the event of termination of employment or cessation of association
for any reason other death or permanent disability, the Committee, in its sole
and absolute discretion, may determine that the options previously granted shall
not expire and be forfeited for reason such as termination of employment or
cessation of association, but shall continue to be exercisable as set forth in
this Article V. The Committee may take into account on each optionee's
individual basis, the nature of the service rendered by the optionee, the
optionee's past, present, or potential contributions to the Company's success
and such other factors as the Committee in its discretion shall deem relevant.
Nothing in this paragraph shall be deemed to give any optionee an absolute right
hereunder.

         (h) Options not Transferable. The option by its terms shall be personal
and shall not be transferable by the optionee other than by will or by the laws
of descent and distribution. During the lifetime of the optionee, the option
shall be exercisable only by the optionee, or by a duly appointed legal
representative.

         (i) Stock Option Agreement. Each optionee shall enter into an agreement
(or agreements) with the Company respecting the options granted. The terms of
the particular stock option agreement may provide more restrictive terms than
those contained in this Plan. In addition, the Committee may, in its sole and
absolute discretion, determine that the optionees options shall not terminate,
but continue to be exercisable.

                                   Article VI
                                Leave of Absence

         For the purpose of the Plan, a leave of absence, duly authorized in
writing by the Company and which leave of absence is recognized by the
Committee, shall not be deemed a termination of a relationship with the Company.


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                                   Article VII
                               Rights of Optionees

         No person shall have any rights or claims under the Plan except in
accordance with the provisions of the Plan. Nothing contained in the Plan shall
be deemed to give any optionee the right to a continuance of any relationship
with the Company.


                                  Article VIII
                               Changes in Capital

         If the outstanding shares of the Company subject to the Plan shall at
any time be changed or exchanged by declaration of a stock dividend, stock
split, combination of shares, recapitalization, merger, consolidation or other
corporate reorganization in which the Company is the surviving corporation, the
total exercise price to be paid shall remain the same although the number of
shares may change to maintain the equivalent economic substance and benefit of
the original grant. To restore the optionee's economic position as a result of
such restructurings, (1) the aggregate intrinsic value of the options
immediately after the change shall not be greater than the aggregate intrinsic
value of the options immediately before the change; (2) the ratio of the
exercise price per option to the market value shall not be reduced; and (3) the
vesting provisions and option period of the original grant shall remain the
same. In the event of a dissolution or liquidation of the Company or a merger,
consolidation, sale of substantially all of its assets, or other corporate
reorganization in which the Company is not the surviving corporation, or any
merger in which the Company is the surviving corporation but the holders of its
shares receive securities of another corporation, there shall be substituted for
any outstanding options hereunder a new option or other equally valuable
security by the surviving corporation, pursuant to which optionees shall receive
not less than substantially the same economic benefit as they would have
received under the Plan. The existence of the Plan or options hereunder shall
not in any way prevent any transaction described herein, and no holder of an
option shall have the night to prevent any such transaction.


                                   Article IX
                                 Use of Proceeds

         Proceeds from the sale of shares pursuant to options granted under this
Plan shall constitute general funds of the Company.

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                                    Article X
                                   Amendments

         The Company may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of any
holder of an option thereto foregranted, without the Optionee's consent.

         IN WITNESS WHEREOF, the Board of Directors have duly caused this
agreement to be executed and to be effective as June 1, 1999.



                                      INSURDATA INCORPORATED

                                      By:
                                         ---------------------------------------

                                      Its:
                                         ---------------------------------------




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                               SAMPLE GRANT LETTER

                  INSURDATA INCORPORATED STOCK OPTION AGREEMENT
                  INSURDATA INCORPORATED 1999 STOCK OPTION PLAN


         Pursuant to the Insurdata Incorporated 1999 Stock Option Plan (the
"Plan"), Insurdata Incorporated, a Texas corporation (the "Company"), grants to
____________,__________ (_______) Stock Options to purchase from the Company one
full share of Common Stock of the Company at $___ per share (the "Exercise
Price") upon the terms and conditions set forth in this Agreement and the Plan.
The date of grant of these Stock Options is _________.

1. Subject to Plan. These Stock Options and their exercise are subject to the
   terms and conditions of the Plan, but the terms of the Plan shall not be
   considered an enlargement of any benefits under this Agreement. The terms
   used herein that are defined in the Plan shall have the same meanings
   assigned to them in the Plan. These Stock Options are subject to any rules
   promulgated pursuant to the Plan by the Compensation Committee of the Board
   of Directors (the "Committee") and communicated to the Optionee in writing.

2. Time of Exercise. Subject to certain restrictions and conditions set forth in
   the Plan, the Stock Options granted hereunder shall be exercisable as
   follows:

   The terms of the option is four years. The options will be exercisable as
   follows:

   Twenty-five percent (25%) after twelve months from ______________ and an
   additional twenty-five percent (25%) after each twelve month period
   thereafter.

   All options shall expire on the ninetieth (90th) day following the fourth
   anniversary of the date the option is granted, or as set forth in the Plan
   due to termination by reason of long-term disability, death or termination
   for any other reason.

3. Optionee's Acknowledgments. The Optionee acknowledges receipt of a copy of
   the Plan and this Agreement, and represents that he or she is familiar with
   the terms and provisions thereof, and hereby accepts these Stock Options
   subject to all terms and provisions thereof. The Optionee hereby agrees to
   accept as binding, conclusive, and final all decisions or interpretations of
   the Committee upon any questions arising under the Plan or Agreement.

4. Optionee's Representations. Notwithstanding any of the provisions hereof, the
   Optionee hereby agrees that he or she will not exercise the Stock Options
   granted hereby, and that the Company will not be obligated to issue any
   shares to the Optionee hereunder, if the exercise thereof or the issuance of
   such shares shall constitute a violation by the Optionee or the Company of
   any provision of any law or regulation of any governmental authority. Any
   determination in this connection by the Committee shall be final, binding,
   and conclusive. The obligations of the Company and the rights of the Optionee
   are subject to all applicable laws, rules and regulations.



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5. Investment Representation. Unless the Common Stock is issued to Optionee in a
   transaction registered under applicable federal and state securities laws, by
   Optionee's execution hereof, the Optionee represents and warrants to the
   Company that all Common Stock which may be purchased hereunder will be
   acquired by the Optionee for investment purposes for his or her own account
   and not with any intent for resale or distribution in violation of federal or
   state securities laws. Unless the Common Stock is issued to Optionee in a
   transaction registered under the applicable federal and state securities
   laws, all certificates issued with respect to the Common Stock shall bear an
   appropriate restrictive investment legend.

6. Notice. Any notice required or permitted to be delivered pursuant to the Plan
   shall be deemed to be delivered only when actually received by the Company or
   by the Optionee, as the case may be, at the Company's address set forth
   below, or the Optionee's address set forth below, or at such other addresses
   as they have theretofore specified by written notice delivered in accordance
   herewith:

                             Insurdata Incorporated
                      800 Central Tower at Williams Square
                                5215 N. O'Connor
                               Irving, Texas 75039
                              Attention: Jim Taylor

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee, to evidence his or
her consent and approval of all the term hereof, has duly executed this
Agreement, as of the date specified above.

                                Insurdata Incorporated

                                By:
                                   ---------------------------------------------

                                Title:
                                      ------------------------------------------

                                Optionee:

                                ------------------------------------------------
                                [Signature]

                                ------------------------------------------------
                                [Handwritten or Typed Name]

                                ------------------------------------------------
                                Street Address

                                ------------------------------------------------
                                City, State, Zip




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