EXHIBIT 10.2  KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN


                      INVESTAMERICA, INC.

             KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN


      1.  Purpose.  The purpose of the Plan is to secure for the Corporation
and its stockholders the benefits which flow from providing employees of the
Corporation with the incentive inherent in common stock ownership.  It is
generally recognized that stock option plans aid in retaining competent
executives and furnish a device to attract executives of exceptional ability
to the Corporation because of the opportunity offered to acquire a proprietary
interest in the business.  The stock options granted under this S&P Index
Stock Option Plan are intended to qualify as incentive stock options within the
meaning of Internal Revenue Code Section 422A.

      2.  Amount of stock.  The total number of shares of Common Stock to be
subject to options granted on and after May 14, 1997 pursuant to this Plan
shall not exceed 500,000 shares of the Corporation's Common Stock.  This total
number of shares shall be subject to appropriate increase or decrease in the
event of a stock dividend upon, or a subdivision, split-up, combination or
reclassification of, the shares purchasable under such options.  In the event
that options granted under this Plan shall lapse without being exercised in
whole or in part, other options may be granted covering the shares not
purchased under such lapsed options.

     3.  Stock option committee.  The Board of Directors may, from time to
time, appoint a Stock Option Committee (hereinafter called the "Committee"),
to serve under this S&P Index Stock Option Plan.  The Committee shall consist,
if possible, of disinterested persons as that term is defined in Section 16 of
the Securities and Exchange Act of 1934, as amended.  In the absence of such a
committee, the entire Board of Directors shall serve as the Stock Option
Committee.

     4.  Eligibility and participation.  Options may be granted pursuant to
the Plan to all employees of the Corporation including its subsidiaries and
included affiliates (hereinafter called "employees/consultants").  From time to
time the Committee shall select the employees/consultants to whom options may
be granted by the Board of Directors and shall determine the number of shares
to be converted by each option so granted.  Future as well as present
employees/consultants (including officers, executives, managerial employees
and key consultants who are directors) shall be eligible to participate in this
Plan.  Directors who are not officers, executives, managerial employees of, or
key consultants to, the Corporation or a subsidiary are not eligible to
participate in this Plan.  No option may be granted under the Plan after May
24, 2001.

     5.  Option agreement.  The terms and provisions of options granted
pursuant to this Plan shall be set forth in an agreement, herein called an
Option Agreement, between the Corporation and the employee receiving the same.
The Option may be in such form, not inconstant with the terms of this Plan, as
shall be approved by the Board of Directors.

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   6.  Price.  The purchase price per share of Common Stock purchasable under
options granted pursuant to the Plan shall not be less than 100 percent of the
fair market value at the time the options are granted.  The purchase price per
share of Common Stock purchasable under options granted pursuant to this Plan
to a person who owns more than ten percent (10%) of the voting power of the
Corporation's vesting stock shall not be less than 110 percent of the fair
market value of such shares, at the time the options are granted.  For the
purposes of the preceding sentence (a) the employee/consultant shall be
considered as owning the stock owned directly or indirectly by or for himself,
the stock which the employee/consultant may purchase under outstanding options
and the stock owned, directly or indirectly, by or for his brothers and sisters
(whether of the whole or half blood), spouse, ancestors, and lineal descendants
and (b) stock owned directly or indirectly, by or for a corporation,
partnership, estate, or trust shall be considered as being owned proportionately
by or for its shareholders, partners, or beneficiaries.  For all purposes of
this Plan, the fair market value of the Common Stock of the Corporation shall
be determined in good faith at the time of the grant of any determination, the
Stock Option Committee shall not take into account the affect of any
restrictions on the Common Stock other than restrictions which, by their terms,
will never lapse.  The full purchase price of shares purchased shall be paid
upon exercise of the option.  Under certain circumstances such purchase price
per share shall be subject to adjustment as referred to in Section 10 of this
Plan.

     7.  Option period.  No option granted pursuant to this Plan shall be
exercisable after the expiration of five (5) years from the date the option is
first granted.	The expiration date stated in the Option Agreement is
hereinafter called the Expiration Date.

     8.  Termination of employment.  The Option Agreement shall proved that:

	 (a)  If, after the vesting date but prior to the Expiration Date the
grantee shall for any reason whatever, other than (1) his authorized
retirement as defined in (b) below, or (2) his death, cease to be employed by
the Corporation or a subsidiary, any unexercised portions of the option
granted shall automatically terminate;

	 (b)  If after the vesting date but prior to the Expiration Date the
grantee shall (1) retire upon or after reaching the age which at the time of
retirement is established as the normal retirement age fore employees of the
Corporation (such normal retirement age


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now being 62 years) or (2) with the written consent of the Corporation retire
prior to such age on account of physical or mental disability (such retirement
pursuant to (1) or (2) being deemed an "authorized retirement") any unexercised
portion of the option shall expire at the end of unexercised portion of the
option shall expire at the end of three (3) months after such authorized
retirement, and during such three months' period the grantee may exercise all
or any part of the then unexercised portion of the option; and

	 (c)  If after the vesting date but prior to the Expiration Date the
employee/consultant shall die (at a time when he is an employee of the
Corporation, a subsidiary or an included affiliate or within three months
after his authorized retirement), the legal representatives of his estate or a
legatee shall have the privilege, for a period of six (6) months after his
death, of exercising all or any part of the then unexercised portion of the
option.

Nothing in (b) or (c) shall extend the time for exercising any option granted
pursuant to this S&P Index Stock Option Plan beyond the Expiration Date.  In
no event shall any option  exercisable before it vests and no option shall vest
unless the grantee is an employee at the end of the twenty-fourth month after
grant.

     9.  Assignability.  The Option Agreement shall provide that the option
granted thereby shall not be transferable or assignable by the employee
otherwise than by will or by the laws of descent and distribution and during
the lifetime of the employee shall be exercisable only by him.

     10.  Adjustment in case of stock splits, stock dividends, etc.  The Option
Agreement may contain such provisions as the Board of Directors may approve as
equitable concerning the effect upon the option granted thereby and upon the
per share or per unit option price, of (a) stock dividends upon, or
subdivision, split-ups, combinations or reclassifications of, the securities
purchasable under the option, or (b) proposals to merge or consolidate the
corporation or to sell all or substantially all of its assets, or to liquidate
or dissolve the Corporation.

     11.  Stock for investment.  The Option Agreement shall provide that unless
the Common Stock to be issued shall have been registered the employee shall
upon each exercise of a part of all of the option granted represent and
warrant that his purchase of stock pursuant to such option is for investment
only, and not with a view to distribution involving a public offering.  At any
time the Board of Directors of the Corporation may waive the requirement of
such a provision in any Option Agreement entered into any stock option plan of
the Corporation.

     12.  Amendment of the Plan.  The Board of Directors of the Corporation
may from time to time alter, amend, suspend or discontinue the Plan and make
rules for its administration, except that the Board of Directors shall not
amend the Plan in any manner which would have the effect of preventing options
issued under the Plan from being "incentive stock options" as divided in
Section 422A of the Internal Revenue Code of 1986.


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     13.  Options discretionary.  The granting of options under this S&P Index
Stock Option Plan shall be entirely discretionary with the Stock Option
Committee and nothing in this Plan shall be deemed to give any person any
right to participate in this Plan or to receive option hereunder.

     14.  Stockholder approval.  The Plan will be submitted to the Common
stockholders of the Corporation at the Special Meeting of Stockholders to be
held on May 14, 1997, for approval by the holders of a majority of the
outstanding shares of Common Stock of the Corporation. If the Plan is not
approved by the holders of a majority of the outstanding shares of Common
Stock of the Corporation by June 1, 1997 then the Plan shall terminate and any
options granted hereunder shall be void and of no further force or effect.




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