Exhibit 4.2

                   INFORMATION MANAGEMENT RESOURCES, INC.

                        DIRECTORS STOCK OPTION PLAN


                                 SECTION 1.
                                  PURPOSE

          The  purpose  of this Plan is to  promote  the  interests  of the
Company and its  stockholders  by  strengthening  the Company's  ability to
attract  and  retain  the  services  of   experienced   and   knowledgeable
nonemployee  directors  and by  encouraging  such  directors  to acquire an
increased proprietary interest in the Company.

                                 SECTION 2.
                                DEFINITIONS

          Each term set forth in this  Section  shall have the  meaning set
forth  opposite  such term for  purposes of this Plan and,  for purposes of
such  definitions,  the  singular  shall  include the plural and the plural
shall include the singular.

          2.1 ANNUAL MEETING DATE means,  with respect to each fiscal year,
the date  within  such  fiscal  year on which  the  annual  meeting  of the
shareholders  of the  Company is held.  If in any fiscal  year the  Company
shall not hold an annual meeting of  shareholders,  the Annual Meeting Date
shall be deemed to occur on the  120th day of the  fiscal  year in which no
such annual meeting of shareholders is held.

          2.2 BOARD means the Board of Directors of the Company.

          2.3 CODE means the Internal Revenue Code of 1986, as amended.

          2.4 COMMITTEE means the committee appointed by the Board pursuant
to Section 5.

          2.5 COMMON STOCK means the common stock of the Company,  $.1O par
value per share, as defined in the Company's Articles of Incorporation,  as
the same may be  amended  from time to time,  and shall also mean any other
stock or securities  (including  any other share or securities of an entity
other than the  Company) for or into which the  outstanding  shares of such
stock are hereinafter exchanged or changed.

          2.6 COMPANY  means  Information  Management  Resources,  Inc.,  a
Florida corporation, and any successor to such organization.

          2.7 ELIGIBLE  DIRECTOR means a director of the Company who is not
an employee of the Company or a Parent or Subsidiary.

          2.8 EXCHANGE ACT means the  Securities  Exchange Act of 1934,  as
amended.

          2.9  EXERCISE  PRICE  means  the  price  which  shall  be paid to
purchase one Share upon the exercise of an Option granted under this Plan.

          2.10 FAIR MARKET  VALUE of each Share of Common Stock on any date
shall mean the price  determined below on the last business day immediately
preceding the date of valuation:

               (a) The closing  sales price per Share,  regular  way, or in
the absence thereof the mean of the last reported bid and asked quotations,
on such date on the exchange  having the greatest  volume of trading in the
Shares  during  the  thirty-day  period  preceding  such  date  (or if such
exchange was not open for trading on such date,  the next preceding date on
which it was open); or

               (b) If  there is no price as  specified  in (a),  the  final
reported sales price per Share, or if not reported, the mean of the closing
high bid and low asked prices in the over-the-counter market for the Shares
as reported by the National  Association  of Securities  Dealers  Automatic
Quotation System,  or if not so reported,  then as reported by the National
Quotation Bureau Incorporated, or if such organization is not in existence,
by an organization  providing  similar  services,  on such date (or if such
date is not a date for which such system or organization generally provides
reports, then on the next preceding date for which it does so); or

               (c) If there also is no price as specified in (b), the price
per  Share  determined  by the  Committee  by  reference  to  bid-and-asked
quotations for the Shares  provided by members of an association of brokers
and dealers  registered  pursuant to Subsection  15(b) of the Exchange Act,
which  members  make a market in the Shares,  for such recent  dates as the
Committee shall determine to be appropriate for fairly determining  current
market value; or

               (d) If there also is no price as specified in (c), an amount
per Share  determined in good faith by the Committee based on such relevant
facts,  which  may  include  opinions  of  independent  experts,  as may be
available to the Committee.

          2.11.  INTERIM  GRANT  DATE  means the date on which an  Eligible
Director  is first  appointed  or elected to the  Board,  if such  Eligible
Director is so appointed or elected on a date other an Annual Meeting Date.

          2.12 OPTION means an option  granted  under this Plan to purchase
Shares;  all Options granted under this Plan are intended by the Company to
be  nonqualified  options  which are not entitled to special tax  treatment
under, and do not satisfy the requirements of, Code Section 422.

          2.13 OPTIONEE means grantee of an Option.

          2.14  PARENT  means  any  corporation  which is a  parent  of the
Company within the meaning of Section 424(e) of the Code.

          2.15  PLAN  means  the  Information  Management  Resources,  Inc.
Directors Stock Option Plan, as amended from time to time.

          2.16 SHARE means a share of the Common Stock of the Company.

          2.17 STOCK OPTION GRANT  CERTIFICATE  means the written agreement
or  instrument  which  sets  forth  the terms of an  Option  granted  to an
Eligible Director under this Plan.

          2.18  SUBSIDIARY  means  any  corporation  which is a  subsidiary
(within the meaning of Section 424(f) of the Code) of the Company.

          2.19  SURRENDERED  SHARES means the Shares described in Section 9
which (in lieu of being  purchased) are surrendered for cash or Shares,  or
for a combination of cash and Shares, in accordance with Section 9.

                                 SECTION 3.
                         SHARES SUBJECT TO OPTIONS

          One Hundred Fifty Thousand (150,000) Shares of Common Stock shall
be reserved for issue under this Plan. Such Shares shall be reserved to the
extent that the Company  deems  appropriate  from  authorized  but unissued
Shares  and  from  Shares  which  have  been  reacquired  by  the  Company.
Furthermore,  any  Shares  subject  to an  Option  which  remain  after the
cancellation,  expiration or exchange of such Option thereafter shall again
become available for use under this Plan, but any Surrendered  Shares which
remain after the  surrender  of an Option  under  Section 9 shall not again
become available for use under this Plan.

                                 SECTION 4.
                               EFFECTIVE DATE

          The  effective  date of this Plan shall be the date it is adopted
by the Board,  provided the  shareholders  of the Company approve this Plan
within twelve (12) months after such effective date. If such effective date
comes before such shareholder approval, any Options granted under this Plan
before the date of such approval  automatically shall be granted subject to
such approval.  The Plan shall continue in effect until it is terminated by
action of the Board or the  Company's  stockholders,  but such  termination
shall not affect the terms of any Options then outstanding.

                                 SECTION 5.
                               ADMINISTRATION

          The Plan shall be  administered  by the  Committee,  which  shall
consist of two (2) or more directors appointed by the Board. The Committee,
acting in its absolute discretion, shall exercise such powers and take such
action as expressly  called for under this Plan.  The Committee  shall have
the power to interpret  this Plan and,  subject to Section 14, to take such
other action in the  administration  and  operation of the Plan as it deems
equitable under the circumstances. The Committee's actions shall be binding
on the  Company,  on each  affected  Eligible  Director,  and on each other
person directly or indirectly affected by such action.

                                 SECTION 6.
                                ELIGIBILITY

          Each Eligible  Director  shall be entitled to  participate in the
Plan and shall be eligible to receive  those grants of Options  which shall
be  applicable  to  such  Eligible  Director  pursuant  to  the  terms  and
conditions of Section 7.

                                 SECTION 7.
                              GRANT OF OPTIONS

          7.1 REGULAR GRANTS.  An Option to purchase Ten Thousand  (10,000)
Shares (as adjusted, pursuant to Section 12) shall automatically be granted
to each Eligible  Director on the Annual  Meeting Date in 1998.  Subsequent
Options to purchase Ten Thousand  (10,000)  Shares shall  automatically  be
granted every other Annual Meeting Date  thereafter,  so that Options shall
be granted  hereunder  every two (2) years.  Options  shall  continue to be
granted  hereunder so long as this Plan  continues in effect,  or until the
Shares  available  for grant  shall no longer be  sufficient  to grant each
Eligible Director an Option for the number of Shares  determined  according
to this  Subsection  7.1,  at which time  Options  shall be granted to each
director to acquire a number of shares  determined by allocating all Shares
remaining  available for grant hereunder among the Eligible  Directors then
entitled to a grant hereunder.  Eligible Directors shall not be entitled to
any payment of cash hereunder in lieu of receiving  Options.  Each grant of
an Option shall be evidenced by a Stock Option Grant Certificate,  and each
Stock  Option  Grant  Certificate  shall  incorporate  such other terms and
conditions  as the  Committee,  acting in its  absolute  discretion,  deems
consistent with the terms of this Plan,  including  (without  limitation) a
restriction  on the  number of Shares  subject to the  Option  which  first
become  exercisable  or subject to surrender  during any calendar year. Any
Option granted to an Eligible Director shall, at his request, be issued to,
in the name and for the benefit of the entity  through  which such Eligible
Director has invested in the Company.

          7.2 INTERIM GRANTS. Each Eligible Director who is first appointed
or elected to the Board on an Interim Grant Date shall be granted an Option
on such  Interim  Grant Date to purchase a number of Shares of Common Stock
equal to the product  (rounded to the nearest One Hundred  (100) Shares) of
Ten Thousand (10,000)  multiplied by a fraction,  the numerator of which is
the number of days during the period  beginning on such Interim  Grant Date
and ending on the next following Annual Meeting Date on which Options shall
be granted  pursuant to Section 7.1, and the  denominator of which is Seven
Hundred Thirty (730).

          7.3 INITIAL  GRANTS.  Upon the  consummation  of an  underwritten
public  offering of the  Company's  Common  Stock (an "IPO"),  an Option to
purchase Ten Thousand (10,000) Shares (as adjusted, pursuant to Section 12)
shall  automatically  be granted to each  Eligible  Director  (an  "Initial
Grant").  An Optionee  shall be entitled to acquire  fifty percent (50%) of
the Shares  subject to an Initial Grant on the Annual Meeting Date in 1997.
An Optionee shall be entitled to acquire one hundred  percent (100%) of the
Shares subject to an Initial Grant on the Annual Meeting Date in 1998.


                                 SECTION 8.
                      TERMS AND CONDITIONS OF OPTIONS

          8.1 EXERCISE  PRICE.  The Exercise  Price for each Option granted
shall be the Fair  Market  Value of the Common  Stock on the second to last
business day preceding the date that the Option is  automatically  granted;
provided, however, that the Exercise Price for each Option granted pursuant
to Section  7.3 shall be the price for the  Company's  Common  Stock  first
offered to the public as of the consummation of the IPO.

          8.2 VESTING OF OPTIONS.  Each Option granted under the Plan shall
vest as provided below unless otherwise  specified in the Plan or the Stock
Option  Grant  Certificate.  For  purposes of the Plan,  that portion of an
Option which is vested may be  exercised  by the Optionee  according to the
terms and conditions of the Plan.

               (a) An Optionee  shall be entitled to acquire  fifty percent
(50%) of the Shares  subject to an Option on the date on which the Optionee
completes  twelve (12) months of continuous  service on the Board following
the date of grant of such Option;

               (b) An  Optionee  shall be  entitled  to acquire one hundred
percent  (100%) of the Shares subject to an Option on the date on which the
Optionee  completes  twenty-four  (24) months of continuous  service on the
Board following the date of grant of such Option.

          8.3 TERM OF  OPTION.  Each  Option  granted  under the Plan shall
include an  expiration  date,  which shall be set forth in the Stock Option
Grant  Certificate.  Unless  otherwise  provided in the Stock  Option Grant
Certificate,  the  termination of service of an Optionee as a member of the
Board by death or otherwise  shall not  accelerate or otherwise  affect the
number of Shares with respect to which an Option may be exercised, and such
Option may only be  exercised  with  respect to that number of Shares which
could have been purchased under the Option had the Option been exercised by
the  Optionee on the date that such  Optionee  ceased to be a member of the
Board by reason of such Optionee's death or for any other reason.

          Each Option granted under this Plan shall be exercisable in whole
or in part at such time or times as set forth in the related  Stock  Option
Grant Certificate, but no Stock Option Grant Certificate shall:

          (a) make an Option  exercisable  before  the date such  Option is
granted; or

          (b) make an Option  exercisable after the earlier of the first to
occur of the  following  (at which time such option shall be deemed to have
terminated):

               (i)  immediately  at the time and on the date such Option is
exercised in full;

               (ii) at 5:00  p.m.,  EST,  on the date  which  is the  tenth
(10th) anniversary of the date such Option is granted;

               (iii) at 5:00 p.m.,  EST on the thirtieth (30) day following
the date an Optionee  ceases to be a member of the Board of  Directors  for
any reason other than his death or disability; or

               (iv) at 5:00 p.m.,  EST on the ninetieth  (90) day following
the date that an Optionee  ceases to be a member of the Board of  Directors
by reason of his death or disability.

          8.4  TIME  AND  MANNER  OF  OPTION   EXERCISE.   Any  vested  and
exercisable  Option is  exercisable in whole or in part at any time or from
time to time prior to the expiration of an Option by giving written notice,
signed by the person  exercising  the Option,  to the  Company  stating the
number of Shares  with  respect  to which  the  Option is being  exercised,
accompanied  by  payment  in full of the  Exercise  Price for the number of
Shares  to be  purchased.  The date  and  time  upon  which  the  Company's
Secretary or  Treasurer  shall have  received  both such notice and payment
shall be the date and time of  exercise  of the  Option as to the number of
Shares  described by the  Optionee.  No Option may be exercised at any time
with respect to a fractional  share. Any Option of a deceased  Optionee may
be exercised, to the extent vested at the time of such Optionee's death, by
the estate of such Optionee or by a person or persons whom the Optionee has
designated  in writing filed with the Company,  or, if no such  designation
has been made, by the person or persons to whom the Optionee's  rights have
passed by will or the laws of descent and distribution.

          8.5 PAYMENT OF EXERCISE PRICE.  Payment of the Exercise Price may
be in cash, by cashier's check, by personal check, or by promissory note of
the Optionee.  The Committee may also provide in an exercise agreement upon
exercise  of an Option  that,  in lieu of cash,  all or any  portion of the
Exercise  Price may be paid by  tendering  to the Company  Shares of Common
Stock duly endorsed for transfer and owned by the Optionee,  to be credited
against  the Option  price at the Fair  Market  Value of such Shares on the
date of  exercise.  A promissory  note  tendered in payment of the Exercise
Price shall be in a form  designated by the  Committee,  shall be signed by
the Optionee  (which  signature shall be notarized or guaranteed) and shall
include substantially the following terms: interest on the principal amount
of the note  shall  accrue at a per annum  rate  equal to the prime rate as
announced from time to time by the principal bank of the Company, or if the
Company  has no  principal  bank,  that rate  announced  by the Wall Street
Journal  as the  prevailing  "prime  rate" of  interest  per  annum;  equal
payments of principal and interest shall be payable in  installments  for a
period  determined  by the  Committee  following  exercise,  and  upon  the
expiration of such period the entire unpaid principal amount, together with
accrued by unpaid  interest,  shall be due and  payable;  and the  Optionee
executing  the note shall be  personally  liable for timely  payment of the
unpaid principal balance and all accrued by unpaid interest.

          8.6  TRANSFERABILITY.  The right of any  Optionee  to exercise an
Option granted under the Plan shall,  during the lifetime of such Optionee,
be  exercisable  only by such  Optionee  or by a person who  obtained  such
Option pursuant to a qualified  domestic  relations order as defined by the
Code or Title I of the Employee  Retirement Income Security Act of 1974, as
amended  ("ERISA") and the rules  thereunder  (a "QDRO"),  and shall not be
assignable or  transferable  by such Optionee  other than by will or by the
laws of descent and distribution or by a QDRO.

          8.7 LIMITATION OF RIGHTS.

               (a)  LIMITATION  AS TO SHARES.  Neither the  recipient of an
Option under the Plan nor an Optionee's successor or successors in interest
shall have any rights as a  stockholder  of the Company with respect to any
Shares  subject  to an  Option  granted  to such  person  until the date of
issuance of a stock certificate for such Shares.

               (b) LIMITATION AS TO DIRECTORSHIP. Neither the Plan, nor the
granting  of an Option,  nor any other  action  taken  pursuant to the Plan
shall constitute or be evidence of any agreement or understanding,  express
or implied,  that an Eligible  Director has a right to continue as a member
of the  Board  for  any  period  of  time  or at  any  particular  rate  of
compensation.

               (c) REGULATORY  APPROVAL AND  COMPLIANCE.  The Company shall
not be required to issue any  certificate or  certificates  for Shares upon
the exercise of an Option  granted  under the Plan or to record as a holder
of record of Shares the name of the  individual  exercising an Option under
the Plan,  without obtaining to the complete  satisfaction of the Board the
approval of all regulatory bodies deemed necessary by the Board and without
complying,  to the  Board's  complete  satisfaction,  with  all  rules  and
regulations  under federal,  state,  or local law deemed  applicable by the
Board.  In addition,  with respect to persons  subject to Section 16 of the
Exchange Act,  transactions under this Plan are intended to comply with all
applicable  conditions of Rule 16b-3 or its  successors  under the Exchange
Act. To the extent any  provision of the Plan or action by the Board or the
Committee  fail to comply,  it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Board.

                                 SECTION 9.
                           SURRENDER OF OPTIONS

          9.1 GENERAL RULE. The Committee,  in its absolute  discretion may
incorporate  a provision in a Stock Option  Grant  Certificate  to allow an
Optionee to surrender  his or her Option in whole or in part in lieu of the
exercise in whole or in part of that Option on any date that

               (a) the Fair  Market  Value of the  Shares  subject  to such
Option exceeds the Exercise Price for such Shares, and

               (b)  the  Option  to  purchase   such  Shares  is  otherwise
exercisable.

          9.2  PROCEDURE.  The  surrender  of an Option in whole or in part
shall be effected by the delivery of the Stock Option Grant  Certificate to
the Committee (or to its delegate)  together with a statement signed by the
Optionee which specifies the number of Shares ("Surrendered  Shares") as to
which the Optionee  surrenders  his or her Option and how he or she desires
payment be made for such Surrendered Shares.

          9.3 PAYMENT.  An Optionee in exchange for his or her  Surrendered
Shares shall receive a payment in cash or in Shares, or in a combination of
cash and Shares,  equal in amount on the date such surrender is effected to
the excess of the Fair Market Value of the Surrendered  Shares on such date
over the Exercise Price for the Surrendered Shares. The Committee acting in
its absolute discretion can approve or disapprove an Optionee's request for
payment in whole or in part in cash and can make that payment in cash or in
such combination of cash and Shares as the Committee deems  appropriate.  A
request for payment  only in Shares shall be approved and made in Shares to
the  extent  payment  can be made in whole  shares  of  Shares  and (at the
Committee's  discretion)  in cash in lieu  of any  fractional  Shares.

          9.4  RESTRICTIONS.  Any  Stock  Option  Grant  Certificate  which
incorporates  a  provision  to allow an Optionee  to  surrender  his or her
Option  in  whole  or  in  part  also  shall  incorporate  such  additional
restrictions  on the exercise or surrender of such Option as the  Committee
deems necessary to satisfy the conditions to the exemption under Rule 16b-3
(or any successor exemption) to Section 16(b) of the Exchange Act.

                                SECTION 10.
                          SECURITIES REGISTRATION

          Each Stock Option Grant  Certificate  may provide that,  upon the
receipt of Shares as a result of the  surrender  or  exercise of an Option,
the Optionee  shall,  if so requested by the Company,  hold such Shares for
investment and not with a view of resale or distribution to the public and,
if so  requested  by the  Company,  shall  deliver to the Company a written
statement  satisfactory  to the Company to that  effect.  Each Stock Option
Grant  Certificate  also may provide  that, if so requested by the Company,
the Optionee shall make a written  representation to the Company that he or
she will not sell or offer to sell any of such Shares unless a registration
statement  shall  be in  effect  with  respect  to such  Shares  under  the
Securities Act of 1933, as amended  ("1933 Act") and any  applicable  state
securities  law or unless he or she shall have  furnished to the Company an
opinion,  in form  and  substance  satisfactory  to the  Company,  or legal
counsel acceptable to the Company,  that such registration is not required.
Certificates  representing  the Shares  transferred  upon the  exercise  or
surrender of an Option granted under this Plan may at the discretion of the
Company  bear a  legend  to the  effect  that  such  Shares  have  not been
registered  under the 1933 Act or any applicable  state  securities law and
that such  Shares may not be sold or offered  for sale in the absence of an
effective  registration  statement as to such Shares under the 1933 Act and
any applicable  state  securities law or an opinion,  in form and substance
satisfactory  to the Company,  of legal counsel  acceptable to the Company,
that such registration is not required.

                                SECTION 11.
                               LIFE OF PLAN

          No  Option  shall be  granted  under  this  Plan on or after  the
earlier of:

               (a) The tenth (10th)  anniversary  of the effective  date of
this Plan (as determined under Section 4 of this Plan), in which event this
Plan otherwise  thereafter  shall continue in effect until all  outstanding
Options  have  been  surrendered  or  exercised  in full or no  longer  are
exercisable; or

               (b) The  date on  which  all of the  Shares  reserved  under
Section 3 of this Plan have (as a result of the  surrender  or  exercise of
Options granted under this Plan) been issued or no longer are available for
use under this Plan, in which event this Plan also shall  terminate on such
date.

                                SECTION 12.
                                ADJUSTMENT

          The number of Shares  reserved  under Section 3 of this Plan, the
number  of  Shares  subject  to  Options  granted  under  this Plan and the
Exercise  Price  of such  Options  shall  be  adjusted  by the  Board in an
equitable  manner  to  reflect  any  change  in the  capitalization  of the
Company,  including, but not limited to, such changes as stock dividends or
stock splits.  Furthermore,  the Board shall have the right to adjust (in a
manner which satisfies the  requirements of Code Section 424(a)) the number
of Shares  reserved  under  Section 3 of this Plan and the number of Shares
subject to Options  granted under this Plan and the Exercise  Price of such
Options in the event of any corporate transaction described in Code Section
424(a) which provides for the  substitution  or assumption of such Options.
If any adjustment  under this Section creates a fractional Share or a right
to acquire a fractional  Share,  such fractional Share shall be disregarded
and the number of Shares reserved under this Plan and the number subject to
any  Options  granted  under this Plan  shall be the next  lower  number of
Shares,  rounding all fractions  downward.  An  adjustment  made under this
Section  by the Board  shall be  conclusive  and  binding  on all  affected
persons and,  further,  shall not  constitute  an increase in the number of
Shares reserved under Section 3 of this Plan.

                                SECTION 13.
                       SALE OR MERGER OF THE COMPANY

          If the  Company:  (i)  agrees  to sell  substantially  all of its
assets for cash or property or for a combination of cash and property, (ii)
agrees to any  merger,  consolidation,  reorganization,  division  or other
transaction in which Shares are converted into another security or into the
right to receive securities or property and such agreement does not provide
for the assumption or  substitution of the Options granted under this Plan,
or (iii)  agrees to dissolve  the  Company or  liquidate  its assets,  then
immediately following such time that the Company manifests its agreement in
writing to do any of the foregoing,  at the direction and discretion of the
Board, or as is otherwise provided in the Stock Option Grant  Certificates,
either (a) each  Option  shall be  exercisable  for a period of thirty (30)
days  following  delivery  of  written  notice to each  holder of an Option
(after which such Option shall expire),  or (b) each Option may be canceled
unilaterally  by the Company in exchange for the whole Shares (or,  subject
to  satisfying  the  conditions  to the  exemption  under Rule 16b-3 or any
successor  exemption to Section  16(b) of the  Exchange  Act, for the whole
Shares and the cash in lieu of a  fractional  Share)  which  each  Optionee
otherwise  would receive if he or she had the right to surrender his or her
outstanding  Option  in full  under  Section  9 of this  Plan and he or she
exercised  that right  exclusively  for Shares on a date fixed by the Board
which comes before such sale or other corporate transaction.

                                SECTION 14.
                          AMENDMENT OR TERMINATION

          This Plan may be  amended  by the Board  from time to time to the
extent that the Board deems necessary or appropriate; provided, however, no
such amendment shall be made absent the approval of the shareholders of the
Company:  (i) to increase the number of Shares  reserved  under  Section 3,
except as set forth in Section 12,  (ii) to extend the maximum  life of the
Plan under Section 11 or the maximum exercise period under Section 8, (iii)
to decrease the minimum  Exercise  Price under Section 7, or (iv) to change
the  designation  of Optionees  eligible for Options  under  Section 6. The
Board also may suspend the granting of Options  under this Plan at any time
and may terminate  this Plan at any time;  provided,  however,  the Company
shall not have the right to  modify,  amend or cancel  any  Option  granted
before such suspension or termination  unless: (a) the Optionee consents in
writing to such modification,  amendment or cancellation, or (b) there is a
dissolution  or  liquidation  of the Company or a transaction  described in
Section 12 or Section 13 of this Plan.

                                SECTION 15.
                               MISCELLANEOUS

          15.1 WITHHOLDING. The exercise or surrender of any Option granted
under this Plan shall constitute an Optionee's full and complete consent to
whatever action the Committee  directs to satisfy the federal and state tax
withholding  requirements,  if any,  which the Committee in its  discretion
deems  applicable to such exercise or surrender.  In addition to and at the
time of  payment  of the  Exercise  Price,  the  Optionee  shall pay to the
Company in cash the full  amount of any  federal,  state and local  income,
employment  or other taxes  required to be withheld from the income of such
Optionee  as a result  of such  exercise;  provided,  however,  that in the
discretion of the Committee any Stock Option Grant  Certificate may provide
that all or any portion of such tax  obligations,  together with additional
taxes not exceeding the actual  additional taxes be owed by the Optionee as
a result  of such  exercise,  may,  upon the  irrevocable  election  of the
Optionee,  be paid by tendering to the Company whole Shares of Common Stock
duly endorsed for transfer and owned by the Optionee, or by authorizing the
Company to withhold Shares of Common Stock otherwise issuable upon exercise
of the Option, in either case in that number of Shares having a Fair Market
Value on the date of  exercise  equal to the amount of such  taxes  thereby
being paid, in all cases subject to such  restrictions as the Committee may
from time to time  determine,  including  any such  restrictions  as may be
necessary or  appropriate  to satisfy the  conditions  of the exemption set
forth in Rule 16b-3 under the Exchange Act.

          15.2 CONSTRUCTION. This Plan shall be construed under the laws of
the State of Florida.

<PAGE>

                             FIRST AMENDMENT TO
                 THE INFORMATION MANAGEMENT RESOURCES, INC.
                        DIRECTORS STOCK OPTION PLAN


     WHEREAS, CGI Group Inc. ("CGI") has entered into an Agreement and Plan
of Merger, dated as of February 21, 2001, with IMRglobal Corp. ("IMR") and
CGI Florida Corporation (a wholly-owned subsidiary of CGI) (the "Merger
Agreement") pursuant to which IMR will become a wholly-owned subsidiary of
CGI as of the Effective Time (as defined in the Merger Agreement);

     WHEREAS, IMR has established the Directors Stock Option Plan (the
"Plan") which provides for the grant of stock options to non-employee
directors of IMR to purchase common stock of IMR;

     WHEREAS, the Merger Agreement provides that all outstanding and
unexercised stock options granted under the Plan shall cease to represent a
right to acquire IMR common stock and shall be converted into options to
acquire the Class A Subordinate Shares, without par value, of CGI and that
CGI shall assume each IMR stock option subject to the terms of the Plan and
any agreements evidencing the grants made thereunder;

     WHEREAS, pursuant to Section 12 of the Plan, the Board has the right
to adjust (in a manner which satisfies the requirements of Section 424(a)
of the Internal Revenue Code of 1986, as amended) the number of shares
reserved under Section 3 of the Plan, and the number of shares subject to
stock options granted under the Plan, and the exercise price of any options
in the event of any corporate transaction described in Section 424 which
provides for the substitution or assumption of such stock options;

     WHEREAS, pursuant to Section 14 of the Plan, the Plan may be amended
by the Board of Directors of IMR (the "Board") from time to time to the
extent that the Board deems necessary or appropriate; and

     WHEREAS, this first amendment of the Plan as follows below will not
(1) increase the number of shares reserved under Section 3 of the Plan, (2)
extend the maximum life of the Plan under Section 11 or the maximum
exercise period under Section 8, (3) decrease the minimum exercise price
under Section 7 or (4) change the designation of optionees eligible for
stock options under Section 6.

     NOW, THEREFORE, the Plan is hereby amended as follows, effective
immediately following the Effective Time:

     1.   Section 1, Section 2.2 (the definition of "Board"), Section 7.1,
          Section 8.7, Section 12, Section 13 and Section 14 of the Plan
          are amended to change the references to "the Company" to "CGI."

     2.   Section 2.2 is amended to add after the word "CGI" the following:

               "or any such persons designated by the Board."

     3.   A new Section 2.3 is added to provide the following:

               "2.3   CGI means CGI Group Inc., a company organized under
                      the laws of the province of Quebec (Canada), and any
                      successor to such organization."

          All subsequent subsections in Section 2 and all references
          thereto are hereby renumbered accordingly.

     4.   Section 2.6 (formerly Section 2.5) is amended in its entirety to
          provide the following:

               "2.6   COMMON STOCK means the Class A Subordinate Shares of
                      CGI, without par value, and shall also mean any other
                      stock or securities (including any other share or
                      securities of an entity other than CGI) for or into
                      which the outstanding shares of such stock are
                      hereinafter exchanged or changed."

     5.   Section 2.7 (formerly Section 2.6), Section 2.16 (formerly
          Section 2.15) and the title of the Plan are amended to replace
          the words "Information Management Resources, Inc." with
          "IMRglobal Corp."

     6.   Section 2.11 (formerly Section 2.10) is amended in its entirety
          to provide the following:

               "2.11  FAIR MARKET VALUE means, as of any specified date,
                      the mean of the high and low sales prices of the
                      Shares reported on the New York Stock Exchange
                      Composite Tape on that date, or if no prices are
                      reported on that date, on the last preceding date on
                      which such prices of the Shares are so reported. In
                      the event Shares are not publicly traded at the time
                      a determination of its value is required to be made
                      hereunder, the determination of its fair market value
                      shall be made by the Committee in such manner as it
                      deems appropriate.

     7.   Section 2.12 (formerly Section 2.11), Section 4, Section 7.2,
          Section 8.2, Section 8.3 and Section 8.7(b) are amended to
          replace the term "Board" with the words "board of the Company."

     8.   The first two sentences of Section 3 are amended in their
          entirety to provide the following:

               "Five hundred thirty nine thousand, one hundred and twenty
               three (539,123) Shares of Common Stock shall be reserved for
               issue under this Plan following the Effective Time (as
               defined in the Agreement and Plan of Merger, dated as of
               February 21, 2001, by and among the Company, CGI and CGI
               Florida Corporation), as adjusted pursuant to Section 12
               hereof. Such Shares shall be reserved, to the extent that
               CGI and the Company deem appropriate, from authorized but
               unissued Shares, and from Shares which have been reacquired
               by CGI."

     9.   Section 8.1 is amended to add "Subject to adjustment in
          accordance with Section 12," prior to the beginning of that
          sentence and to delete the term "Company's".

     10.  Section 10 is amended to change the references to "Company" to
          "Company or CGI".

     11.  Section 11 is amended to delete the period at the end thereof and
          to add the following:

               "; or

               (c) the Effective Time as defined in the Agreement and Plan
               of Merger, dated as of February 21, 2001, by and among CGI,
               the Company and CGI Florida Corporation, in which event this
               Plan otherwise thereafter shall continue in effect until all
               outstanding Options have been surrendered or exercised in
               full or no longer are exercisable."


<PAGE>

IN WITNESS WHEREOF, this amendment to the Information Management Resources,
Inc. Directors Stock Option Plan is hereby executed.



  WITNESS AS TO IMRglobal CORP.             IMRglobal CORP.

  By:  /s/ Dilip Patel                      By:  /s/ Vincent Addonisio
     -------------------------------           ---------------------------
           Dilip Patel                               Vincent Addonisio

  Date:  July 25, 2001                      Date:  July 25, 2001
         ---------------------------               -----------------------





  WITNESS AS TO CGI GROUP INC.              CGI GROUP INC.

  By:  /s/ Christiane Jodoin                By:  /s/ Serge Godin
     -------------------------------           ---------------------------
           Christiane Jodoin                         Serge Godin

  Date:  July 26, 2001                      Date:  July 26, 2001
         ---------------------------              ------------------------