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                    INTEGRATED SYSTEMS CONSULTING GROUP, INC.

              AMENDED AND RESTATED 1989 INCENTIVE STOCK OPTION PLAN

1.       Purpose of the Plan

The purposes of this plan are to foster and promote the long-term financial
success of the Company by (a) attracting and retaining key personnel of
outstanding ability by the granting of stock options; (b) strengthening the
Company's capacity to develop and maintain a competent management team; (c)
providing incentive compensation opportunities which are competitive with those
of other businesses; and (d) enabling key personnel to participate in the
financial success of the Company through the ownership of stock in the Company.
It is intended that stock options granted under this Plan shall be "incentive
stock options", as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). All requirements of Code Section 422 and the
regulations issued thereunder are deemed a part of this Plan and any provision
hereof which is contrary to those requirements shall be null and void.

2.       Definitions

         (a) "Board" means the Board of Directors of the Company.

         (b) "Committee" means a Committee appointed by the Board to administer
the Plan. The Committee shall consist of not less than two persons who shall
serve at the pleasure of the Board.

         (c) "Company" means Integrated Systems Consulting Group, Inc., a
Pennsylvania corporation, and its Subsidiaries, if any.

         (d) "Employee" means any person (including any officer of the Company),
who is employed on a full-time basis by the Company, and any member of the Board
or the Board of Directors of any Subsidiary. For purposes of the Plan,
employment on a full-time basis means employment for 40 or more hours per week.

         (e) "Exercise Period" means the period during which a Participant is
entitled to exercise a Stock Option granted to such Participant under the Plan;
which period shall neither begin prior to two (2) years, nor end later than ten
(10) years from the date of the grant of such Option. Options granted to any
Employee under this Plan shall continue to be exercisable only so long as the
Participant continues to be an Employee, except as provided in Section 7 hereof.

         (f) "Fair Market Value" means the value of the Shares determined in
good faith by the Plan Administrator. If shares of the Stock are listed on a
stock exchange, such determination shall be made on the basis of the closing
sale price of such


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Shares on any stock exchange on which such shares are listed. If shares of the
Stock are not listed on a stock exchange, but are traded on the over-the-counter
market, such determination shall be made on the basis of the mean between the
bid and offer prices for such shares on the over-the-counter market. In no case
shall such Fair Market Value be less than the par value of such Shares. Fair
Market Value of the Shares shall be determined without regard to any
restrictions other than a restriction which, by its terms, will never lapse.

         (g) "Offer" means a tender or exchange offer, other than one made by
the Company, for shares of Stock in the Company.

         (h) "Participant" means any Employee who is selected by the Plan
Administrator to receive a Stock Option.

         (i) "Plan" means the Amended and Restated 1989 Incentive Stock Option
Plan of the Company, including any amendments thereto.

         (j) "Plan Administrator" means either the Board or a Board-appointed
Committee, whichever is designated from time to time to administer the Plan
under Section 3(a) hereof.

         (k) "Reorganization Transaction" means a merger, consolidation or
combination of the Company with another corporation or entity or any similar
reorganization of the Company, the complete liquidation of the Company, or the
sale of all or substantially all of the assets of the Company.

         (l) "Shares" means the shares of Stock reserved for issuance or
transfer by the Company under the Plan as set forth in Section 4(a) hereof. The
term "Shares" shall also include all shares of Stock received with respect to
Shares by a Participant pursuant to a stock dividend, stock split,
recapitalization or other similar transaction.

         (m) "Stock" means the Common Stock, par value $.005 per share, of the
Company.

         (n) "Stock Option" or "Option" means an option to purchase Shares
granted under Section 6 hereof.

         (o) "Subsidiary" means any corporation the majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company.

         (p) "Termination of Employment" means the time when the
employee-employer relationship between the Participant and the Company is
terminated for any reason, including, but not limited to, a termination by
resignation, discharge, death, disability, or retirement, but excluding such
termination where there is a simultaneous reemployment by either the Company or
a Subsidiary.


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         (q) "Vesting Schedule" means the dates when a Participant can exercise
the Options granted under this Plan, as set forth in Section 6(c) hereof.

3.       Administration of the Plan

         (a) The Plan shall be administered under the direction of the Board.
The Board may at any time, in its sole discretion, appoint a Committee of the
Company which shall have all of the powers, duties, and responsibilities of the
Board of Directors under this Plan and shall be subject to all of the terms and
conditions of this Plan applicable to the Board of Directors. The Committee, if
appointed, shall consist of two or more persons who shall serve at the pleasure
of the Board of Directors. Such persons may or may not be Directors of the
Company. The Board shall determine, from time to time, whether the Plan shall be
administered by the Board or the Committee, and whichever body is so designated
shall be the Plan Administrator hereunder.

         (b) Subject to the provisions of the Plan, the Plan Administrator shall
have exclusive power to select the Employees who are to be Participants under
the Plan as set forth in Section 5 hereof and to determine the Options to be
granted to the Participants selected and the time or times when, and terms,
conditions and restrictions subject to which, such Options will be granted.

         (c) Decisions and determinations by the Plan Administrator shall be
final and binding upon all persons, including, but not limited to, the Company
and its shareholders, Participants and their personal representatives, heirs and
assigns, and other Employees. The Plan Administrator shall have the authority to
interpret the Plan, establish and revise rules and regulations relating to the
Plan, and make any other determinations that it believes necessary or advisable
for the administration of the Plan; provided, however, that no such rules,
regulations or determinations are inconsistent with the terms of this Plan.

         (d) The provisions of the By-laws of the Company governing the number
of Directors of the Board required for action to be taken by the Board at a
meeting and the requirements for voting by Directors at a meeting at which a
quorum is present, or for acting by their written consent, shall be complied
with by the Board in order to take valid actions under the Plan. Notwithstanding
anything in the By-laws to the contrary, a majority of the Committee shall
constitute a quorum, and the acts of a majority of the members of the Committee
present at any meeting at which a quorum is present, or acts approved in writing
by a majority of the Committee without a meeting, shall be the acts of the
Committee.


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         (e) All expenses and liabilities incurred by the Plan Administrator in
the administration of the Plan shall be borne by the Company. The Plan
Administrator may employ attorneys, consultants, accountants, or other persons
to render services in connection with the Plan, and the Company, the Board, the
Committee, and the members of the Board and Committee shall be entitled to rely
upon the advice, opinions, or valuations of any such persons. Neither the
Company, the Board, the Committee, nor any member of the Board or Committee
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board and Committee shall be indemnified by the Company with respect to any such
liability to the fullest extent permitted by the By-laws of the Company.

4.       Stock Subject to the Plan

         (a) The maximum number of shares of Stock which may be issued or
transferred by the Company under the Plan and which shall be reserved for such
issuance shall be 1,250,000 Shares.

         (b) The Board may reserve authorized but unissued shares of Stock, or
treasury shares of Stock, not otherwise reserved or restricted, for issuance
under this Plan. Shares reserved for issuance or transfer under outstanding
Stock Options under this Plan which expire unexercised or which are cancelled
shall again become reserved for issuance under this Plan.

         (c) The approval of this Plan by the Board shall constitute the Board's
conclusive judgment and determination that, when Shares have been issued to a
Participant in accordance with the terms and conditions of the Plan, such Shares
shall be considered to be issued for full and adequate consideration and shall
be fully paid and nonassessable Stock, and that such consideration shall be
accounted for in accordance with the Company's standard accounting practice.



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5.       Eligibility

The Plan Administrator shall from time to time, in its absolute discretion,
select Participants to whom Stock Options shall be granted from among those
Employees who are key personnel of the Company. No Stock options shall be
granted to any individual who, at the time the Stock Option is granted, owns
(after application of the ownership attribution rules contained in Code Section
424(d)) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, unless the purchase price
per Share under such Option is at least 110% of the Fair Market Value of such
Share on the date the Option is granted, and such Option is not exercisable
until after the expiration of five (5) years from the date on which such Option
is granted. Moreover, the aggregate fair market value (determined as of the time
the Option is granted) of the shares of stock of the Company with respect to
which incentive stock options (as defined in Code Section 422) are exercisable
for the first time by any Participant during any calendar year (pursuant to all
incentive stock option plans of the Company) shall not exceed $100,000.

6.       Grant of Stock Option; Agreement

At the time an Option is granted pursuant to this Plan, each Participant granted
an Option shall enter into an agreement with the Company (an "Incentive Stock
Option Agreement"), in a form approved by the Plan Administrator, which shall
set forth the general terms and conditions of the Options granted to the
Participant, and such other terms and conditions as the Plan Administrator
shall, in its sole discretion, determine. A copy of a form of Incentive Stock
Option Agreement is attached hereto as Exhibit A. The Incentive Stock Option
Agreement shall specify the following terms and conditions with respect to the
Option:

         (a) Number of Shares. The number of Shares issuable or transferable to
the Participant upon the exercise of the Option.

         (b) Price. The purchase price per Share deliverable upon the exercise
of the Option, which shall not be less than the Fair Market Value of the Shares
on the date the Option is granted. The purchase price may be paid in cash, by
check or in any other form as may be deemed acceptable by the Plan
Administrator.

         (c) Exercise Period and Vesting Schedule. The Stock Options granted
under this Plan shall be exercisable by the Participant in accordance with the
following schedule (the "Vesting Schedule"):
                 
        For Options granted before July 25th, 1996:
                 2 years from date of grant:                 20% of Shares
                 3 years from date of grant:                 40% of Shares
                 4 years from date of grant:                 60% of Shares
                 5 years from date of grant:                 80% of Shares
                 6 years from date of grant:                100% of Shares
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        For Options granted on or after July 25th, 1996:
                 1 year from date of grant:                  20% of Shares
                 2 years from date of grant:                 40% of Shares
                 3 years from date of grant:                 60% of Shares
                 4 years from date of grant:                 80% of Shares
                 5 years from date of grant:                100% of Shares

         (d) Discretion of Plan Administrator. Notwithstanding anything to the
contrary in this Section 6(d), the Plan Administrator, at any time and in its
sole discretion, may establish the Vesting Schedule for any Stock Options
granted under this Plan and may also provide for the acceleration of the Vesting
Schedule with respect to Stock Options previously granted under the Plan to any
Participant and the acceleration of the right to exercise Stock Options prior to
vesting (provided such Stock is subject to the Company's right, but not the
obligation, to repurchase such Stock if vesting does not subsequently occur),
provided that such grant or acceleration shall not impair the qualification of
such Stock Option under Code Section 422.

         (e) Voluntary. The Participant shall expressly acknowledge and agree
that participation in this Plan is voluntary, and that the Participant will be
solely responsible for all taxes to which he or she may become subject as a
consequence of participation in the Plan, the exercise of an Option or the
ownership, sale, transfer or other disposition of Shares acquired pursuant to
the exercise of an Option issued hereunder.

         (f) 30-Day Waiting Period With Respect to Options Granted Prior to July
25, 1996. With respect only to Options granted hereunder prior to July 25, 1996,
there shall be a 30-day period between the date on which the Participant
exercises the Option pursuant to this Plan, and the issuance or transfer of the
Shares covered by such Option to the Participant, and the Participant must
remain an Employee at all times during such 30-day period in order to receive
the Shares.

         (g) Share Certificates Held by Company. The original of any Share
certificates that are issued to a Participant upon exercise of a Stock Option
granted under the Plan may be held by the Plan Administrator as custodian for
the Participant, in the Plan Administrator's sole discretion. The issuance of
such certificates shall be recorded on the Company's stock ledger book and other
records so that the Participant is accorded all rights of a holder of Shares. At
a Participant's request, the Plan Administrator shall furnish to the Participant
a copy of the Share certificate(s) held by the Plan Administrator as custodian
for the Participant.
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         (h) Other. Such other terms and conditions not inconsistent with the
Plan as the Plan Administrator shall specify.

7.       Termination of Employment

         (a) Death. If the Participant dies while an Employee, any Option which
was exercisable, in accordance with the Vesting Schedule, by such Participant on
the date of such Participant's death shall be exercisable by such Participant's
estate, heirs or legatees at any time prior to the expiration of one year after
the date of the Participant's death, but in no event after the expiration of the
Exercise Period applicable to such Option.

         (b) Total Disability. If any Participant becomes permanently and
totally disabled within the meaning of Code Section 22(e)(3) while he or she is
an Employee, any Option held by the Participant which was exercisable, in
accordance with the Vesting Schedule, by the Participant on the date of such
disability shall be exercisable for a period of one year from the date such
Participant ceases Employment, but in no event after the expiration of the
Exercise Period applicable to such Option. If the Participant dies during such
one-year period, the executor, personal representative, distributee or legatee
of the Participant's estate shall have the right to exercise such Option during
the remainder of such period.

         (c) Other. If there is a Termination of Employment of a Participant for
any reason not specified in Sections 7(a) or 7(b) hereof, any Option which was
exercisable, in accordance with the Vesting Schedule, by such Participant on the
date of such Termination shall be exercisable at any time prior to 30 days from
the date of such Termination, but in no event after the termination of the
Exercise Period applicable to such Option. If the Participant dies during such
30-day period, the executor, personal representative, legatee or distributee of
the Participant's estate shall have the right to exercise such Option during the
remainder of such period. The Plan Administrator shall have discretion with
respect to applying this Section 7(c) to members of the Board of Directors who
are Participants under the Plan.

8.       Leave of Absence

If a Participant is granted a leave of absence (as defined in Regulations
ss.1.421-7(b)(2)) by the Company, the Plan Administrator may make such provision
respecting continuance of any Stock Option held by such Participant while such
Participant continues as an Employee as it may deem advisable, except that in no
event shall any Option become exercisable after the expiration of the Exercise
Period applicable to such Option.
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9.       Compliance with Applicable Laws

No Stock Options shall be granted, and no Shares shall be issued or transferred
by the Company to a Participant pursuant to the Plan unless the Plan
Administrator, in its sole discretion, shall have first determined that all
registrations, approvals, exemptions, and any other action required by law to be
taken with respect to the Plan shall have been accomplished, including, but not
limited to, such action, if any, as is then required to comply with the
provisions of the Securities Act of 1933, the Securities Exchange Act of 1934,
any applicable state laws, and the requirements of any exchange on which the
Stock may, at the time, be listed.

10.      Employment

No employee or other person shall have any claim or right to be granted a Stock
Option under the Plan. Nothing herein contained shall at any time be deemed to
give any Employee the right to be retained in the employ of the Company,
interfere with the right of the Company to discharge any Employee, give to the
Company the right to require any Employee to remain in its employ, or interfere
with any Employee's right to terminate employment.

11.      Corporate Changes

         (a) If any change in the number, class, rights or designation of
outstanding shares of Stock occurs by reason of a stock split, recapitalization,
stock dividend, reclassification, or other similar transaction, the maximum
aggregate number and class of Shares reserved under the Plan or the exercise
price of all outstanding Stock Options may be appropriately adjusted by the
Board whose determination in such regard shall be conclusive. When such
adjustment is made, the number of Shares issuable or transferable to
Participants upon the exercise of outstanding Stock Options, or the exercise
price of such Options, as the case may be, shall likewise be appropriately
adjusted by the Board.

         (b) If the Company becomes a party or subject to a Reorganization
Transaction, or if there is an Offer for shares of the Stock, the Board may: (1)
determine what Participants shall be entitled to receive, in substitution for
Shares issuable or transferable to them upon the exercise of outstanding Stock
Options, in the form of stock, securities, cash or other property to be received
by owners of Stock of the Company as a result of such Reorganization Transaction
or Offer; provided, however, that the aggregate fair market value of the stock,
securities, cash or other property subject to the Options immediately after such
substitution shall be no greater than the aggregate Fair Market Value of the
Shares subject to such Options immediately before such substitution; (2) upon
written notice to Participants, provide that the Participant's Options shall be
terminated unless exercised in accordance with the Plan within thirty (30) days
after the date of such notice; or (3) take any other action with respect to any
outstanding Stock Options which it deems to be appropriate; provided that under
no circumstances shall any such Board determination increase the length of the
Exercise Periods applicable to the Options.
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12.      Transferability of Shares

         (a) If a Participant acquires Shares pursuant to the terms of this Plan
and there is, subsequently, a Termination of Employment with the Company, either
voluntarily or involuntarily, such Employee shall be obligated to offer to sell
within fifteen (15) days to the Company and the Company shall be obligated to
purchase from the Participant the Shares so acquired (other than Shares of the
Company for which there shall be a public market). If the termination is by
reason of the death of the Participant, the obligation to offer the Shares shall
pass with the Shares to the Participant's executor, legal representative,
distributee, or legatee. At the discretion of the Plan Administrator this
Section 12 shall not apply to members of the Board of Directors who are
Participants under the Plan.

                  Closing with respect to the repurchase of the Shares described
in the prior paragraph shall take place at the offices of the Company within
thirty (30) days of the date of Termination of Employment (or, in the case of
the death of the Participant, within thirty (30) days of the exercise of the
Option pursuant to Section 7(a) hereof). At the sole discretion of the Company,
however, the date of Closing may be postponed until the first business day
following the date which is the one year anniversary of the date the Shares were
transferred to the Participant pursuant to the Option.

                  The purchase price for the Shares to be purchased hereunder,
other than in the event the Participant is dismissed from Employment with the
Company for cause, shall be the Fair Market Value of such Shares (determined in
accordance with Section 2(f) hereof) as of the date of Termination of
Employment. If a Participant is dismissed from Employment with the Company for
cause, the purchase price of those Shares acquired by the Employee pursuant to
the exercise of Stock Options shall be equal to their Fair Market Value as
determined above or the Participant's exercise price for those Shares, whichever
is less.

         (b) The Shares acquired pursuant to the Plan shall and all share
certificates representing Shares so acquired shall contain a legend stating that
transfer of such Shares is restricted in accordance with the terms of this Plan.
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13.      Miscellaneous

         (a) Effective Date and Duration of the Plan. This Plan shall become
effective upon the approval thereof by the holders of a majority of the
outstanding shares of stock of the Company entitled to vote thereon within
twelve months after the Plan is adopted by the Board of Directors. Unless sooner
terminated, the Plan shall terminate ten years from the date of shareholder
approval, or the date the Plan is adopted, whichever is earlier.

         (b) Effect Upon Other Plans. The adoption of the Plan shall not affect
any stock option or other compensation or incentive plan in effect for the
Company or any Subsidiary, and the Plan shall not preclude the Board from
establishing any other forms of incentive, bonus or other compensation for
Employees.

         (c) Termination. The right to grant Stock Options under the Plan shall
terminate automatically at the close of business on the tenth anniversary of the
effective date of the Plan, and thereafter, the function of the Plan
Administrator shall be limited to the administration of Options previously
granted. The Board shall have the right to suspend or terminate the Plan at any
time provided that no action shall, without the consent of the Participant,
adversely affect any rights or obligations under any Options previously granted
to the Participant. The Plan may be terminated at any time by the shareholders
of the Company in the manner provided by law.

         (d) Amendment of the Plan. The Board may modify or amend the Plan in
any respect, except that without shareholder approval the Board may not, unless
otherwise provided specifically herein, (1) increase the maximum number of
Shares set forth in Section 4(a) hereof; (2) withdraw administration of the Plan
from the Plan Administrator constituted in the manner provided in Section 3(a)
hereof; (3) materially increase the benefits accruing to Participants; or (4)
materially modify the requirements as to eligibility for participation in the
Plan as set forth in Section 5 hereof. Any modification or amendment of the Plan
shall not, without the consent of the Participant, adversely affect any rights
or obligations under Options previously granted to the Participant. Subject to
the foregoing, the Plan may be amended at any time by the shareholders of the
Company in the manner provided by law. The Plan Administrator may, with the
consent of a Participant, amend an outstanding Option held by a Participant, in
a manner not inconsistent with the Plan.

         (e) Assignability of Options. No Stock Options shall be assignable or
transferable by a Participant except by will or by the laws of descent and
distribution. During the life of the Participant, Options shall be exercisable
only by such Participant. No Participant shall have any rights as a shareholder
with respect to any Shares subject to an Option until the date of issuance of
stock certificates to such Participant for such Shares. Except as otherwise
expressly provided herein, no adjustment shall be made for dividends or other
shareholder rights for which the record date is prior to the date such stock
certificates are issued.

         (f) Binding Effect. Any delivery of Shares upon the exercise of Stock
Options and any delivery of cash in settlement of an Option to any Participant
or former Participant or such Participant's legal representative or to any
beneficiary of such Participant in accordance with the provisions of this Plan
shall be in full satisfaction of all claims with respect to such Options which
such Participant, representative or beneficiary may have against the Company,
Plan Administrator or any member of the Plan Administrator. This Plan shall be
binding upon the beneficiaries, heirs, executors, administrators, distributees
and assigns of the Participants and the successors and assigns of the Company.

         (g) Governing Law. This Plan shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

         (h) Compliance with Securities and Exchange Commission Rule 16b-3.
Notwithstanding anything contained in this Plan to the contrary, commencing July
25, 1996, no Options shall be granted to any person who may be deemed to be an
"insider" within the meaning of Securities and Exchange Commission Rule 16b-3
except as follows:

                            (i) Formula Plan for Outside Directors. Each outside
member of the Board of Directors (i.e., a director who is not employed by the
Company) shall automatically be granted an Option for 10,000 Shares upon initial
election to the Board of Directors, and each outside member of the Board of
Directors shall automatically be granted an Option for 2,000 Shares every two
years thereafter following re-election to the Company's Board of Directors.
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                            (ii) Other Insiders. All other "insiders" shall be
granted Options only upon recommendation of the Committee and approval by the
Board of Directors.

                            (iii) It is the intent of this subsection 13(h) that
profits resulting from the exercise of Options granted to "insiders" shall not
be subject to the short-swing profit recovery provisions of section 16 of the
Securities Exchange Act but shall instead be exempt from such provisions
pursuant to Rule 16b-3 or otherwise. Accordingly, this subsection 13(h) shall be
construed and administered in such a manner as to result in the foregoing.