Exhibit 4.3

                              IMRGLOBAL CORP.

                     1999 EMPLOYEE STOCK INCENTIVE PLAN

                                 SECTION 1.
                                  PURPOSE

          The  purpose  of this Plan is to  promote  the  interests  of the
Company by providing  the  opportunity  to purchase  Shares to Employees in
order to attract and retain  Employees by providing an incentive to work to
increase the value of Shares and a stake in the future of the Company which
corresponds  to the stake of each of the Company's  shareholders.  The Plan
provides for the grant of Non-Qualified Stock Options to aid the Company in
obtaining these goals.

                                 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,  and reference to one gender shall include the
other gender.

          2.1 ADMINISTRATOR  means the Board or any of its Committees or an
Officer,  if so designated by the Board; an Administrator  shall administer
the Plan, in accordance with Section 5 of the Plan.

          2.2  APPLICABLE  LAWS  means  the  requirements  relating  to the
administration  of stock option plans under U.S. state corporate laws, U.S.
federal  and state  securities  laws,  the  Code,  any  stock  exchange  or
quotation  system on which the Common  Stock is listed or  quoted,  and the
applicable laws of any foreign  country or jurisdiction  where Options are,
or will be, granted under the Plan.

          2.3 BOARD means the Board of Directors of the Company.

          2.4  CHANGE  OF  CONTROL  means  (i) the  acquisition  by a third
person, including a "person" as defined in Section 13(d)(3) of the Exchange
Act, of  beneficial  ownership (as defined in Rule 13d-3 under the Exchange
Act) directly or  indirectly,  of  securities  of the Company  representing
twenty-five  percent (25%) or more of the total number of votes that may be
cast for the  election  of the  directors  of the  Company;  or (ii) as the
result of, or in connection  with,  any tender or exchange  offer,  merger,
consolidation or other business combination,  sale of assets or one or more
contested elections, or any combination of the foregoing transactions,  the
persons who were  directors  of the Company  shall  cease to  constitute  a
majority of the Board of Directors of the Company.

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

          2.6  COMMITTEE  means a committee of  Directors  appointed by the
Board in accordance with Section 5 of the Plan.

          2.7 COMMON STOCK means the common stock of the Company, $. 10 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.

          2.8 COMPANY means IMRglobal Corp., a Florida corporation, and any
successor to such organization.

          2.9  EMPLOYEE  means an employee of the Company or a  Subsidiary,
but shall not include any member of the Board of  Directors  of the Company
or an Officer.

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

          2.11  EXERCISE  PRICE  means  the  price  which  shall be paid to
purchase  one (1) Share upon the exercise of an Option  granted  under this
Plan.

          2.12 FAIR MARKET  VALUE of each Share on any date means 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 Board 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  Board  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 Board  based on such  relevant
facts,  which  may  include  opinions  of  independent  experts,  as may be
available to the Board.

          2.13 OFFICER  means a person who is an  executive  officer of the
Company  within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.

          2.14 OPTION means an option  granted  under this Plan to purchase
Shares which is not intended by the Company to satisfy the  requirements of
Code Section 422.

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

          2.16  PARTICIPANT  means an  individual  who  receives  an Option
hereunder.

          2.17 PLAN means the IMRglobal Corp. 1999 Employee Stock Incentive
Plan, as amended from time to time.

          2.18 SHARES means shares of the Common  Stock.  A Share means one
(1) share of Common Stock.

          2.19 STOCK  INCENTIVE  AGREEMENT  means an agreement  between the
Company and a Participant evidencing an award of an Option.

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

          2.21   SUCCESSOR   means  any  entity   which   acquires  all  or
substantially  all of the  assets  of the  Company  or is the  survivor  or
Successor entity in any merger, consolidation,  reorganization, division or
other  Transaction in which Shares are converted  into another  security or
into the right to receive  property or another  security or any combination
thereof.

          2.22 SURRENDERED SHARES means the Shares described in Section 9.2
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.

          2.23 TERMINATION OF EMPLOYMENT  WITHOUT CAUSE means a termination
of employment other than a termination for (i) willful dishonesty toward or
deliberate  injury or attempted injury to the employer;  (ii) indictment or
conviction of a felony  involving moral  turpitude;  or (iii) breach of the
terms of a written  employment  agreement  and  failure to cure such breach
within thirty (30) days following written notice from the employer.

          2.24  TRANSACTION  means a transaction  in which  another  entity
acquires  all or  substantially  all of the assets of the Company or is the
survivor or Successor entity in any merger, consolidation,  reorganization,
division or other  transaction  in which Shares are converted  into another
security or into the right to receive  property or another  security or any
combination thereof.

                                 SECTION 3.
                         SHARES SUBJECT TO OPTIONS

          The total number of Shares that may be issued pursuant to Options
under  this Plan  shall not exceed Two  Million  (2,000,000),  as  adjusted
pursuant to Section 12. 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.  No  shareholder  approval will be obtained.

                                 SECTION 5.
                               ADMINISTRATION

          This  Plan  shall  be  administered  by  (a)  the  Board,  (b)  a
Committee, which committee shall be constituted to satisfy Applicable Laws,
and/or (c) one or more  Officers,  to the extent so designated by the Board
and  permitted  by  Applicable  Laws.  To the extent that an  Administrator
determines  it to be  desirable  to qualify  Options  granted  hereunder as
"performance-based  compensation"  within the meaning of Section  162(m) of
the Code,  the Plan shall be  administered  by a  Committee  of two or more
"outside directors" within the meaning of Section 162(m) of the Code.

          An  Administrator,  acting  in  its  absolute  discretion,  shall
exercise  such powers and take such actions as  expressly  called for under
this Plan.  An  Administrator  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. An
Administrator's  actions shall be binding on the Company,  on each affected
Employee,  and on each other person directly or indirectly affected by such
actions.

          An  Administrator   shall  act  according  to  the  policies  and
procedures  set  forth in the Plan and to  those  policies  and  procedures
established by the Board, and an  Administrator  shall have such powers and
responsibilities  as are set forth by the Board.  Reference to the Board in
this Plan shall  specifically  include reference to an Administrator  where
the Board has delegated its authority to an  Administrator,  and any action
by an  Administrator  pursuant to a  delegation  of  authority by the Board
shall be deemed an action by the Board under the Plan.  Notwithstanding the
above, the Board may assume the powers and  responsibilities  granted to an
Administrator at any time, in whole or in part.

                                 SECTION 6.
                                ELIGIBILITY

          Only  Employees  shall be eligible for the grant of Options under
this  Plan,  but no  Employee  shall have the right to be granted an Option
under  this Plan  merely as a result of his or her  status as an  Employee.
Notwithstanding  the foregoing,  for purposes of this Section 6, "Employee"
may include a person who has agreed, or expressed a willingness,  to become
an Employee or to provide valuable  services to the Company,  provided that
any  Option  granted to any such  person  (i) shall not become  exercisable
until  such  person  commences  service  as an  Employee;  and  (ii)  shall
immediately  terminate  if such  person  does not  commence  service  as an
Employee.

                                 SECTION 7.
                              TERMS OF OPTIONS

          7.1 TERMS AND CONDITIONS OF ALL OPTIONS.

               (a) An  Administrator,  in its  absolute  discretion,  shall
grant Options under this Plan from time to time and shall have the right to
grant new Options in exchange for  outstanding  Options.  Options  shall be
granted to Employees  selected by an  Administrator,  and an  Administrator
shall be under no  obligation  whatsoever to grant Options to all Employees
or to grant all  Options  subject  to the same terms and  conditions.  Each
grant of a Stock Option shall be evidenced by a Stock Incentive Agreement.

               (b) The number of Shares as to which a Stock Option shall be
granted,  and whether and to what extent such Shares shall  possess  voting
rights,  shall be determined by an  Administrator  in its sole  discretion,
subject to the  provisions  of  Section 3 as to the total  number of shares
available for grants under the Plan.

               (c)  Each  Stock  Option  shall  be  evidenced  by  a  Stock
Incentive  Agreement  executed by the Company  and the  Participant,  which
shall  be in  such  form  and  contain  such  terms  and  conditions  as an
Administrator in its discretion may, subject to the provisions of the Plan,
from time to time determine.

               (d) The date a Stock Option is granted  shall be the date on
which an  Administrator  has approved the terms and conditions of the Stock
Incentive  Agreement and has  determined  the recipient of the Stock Option
and the number of Shares covered by the Stock Option and has taken all such
other action necessary to complete the grant of the Stock Option.

          7.2 TERMS AND  CONDITIONS  OF  OPTIONS.  Each  grant of an Option
shall be evidenced by a Stock Incentive Agreement which shall:

               (i)  specify  that the Option is a  non-qualified  incentive
stock option; and

               (ii)  incorporate  such  other  terms and  conditions  as an
Administrator, 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.

               In  determining  Employee(s)  to whom  an  Option  shall  be
granted  and  the  number  of  Shares  to be  covered  by such  Option,  an
Administrator may take into account the recommendations of the President of
the Company and its other officers, the duties of the Employee, the present
and potential  contributions of the Employee to the success of the Company,
the anticipated  number of years of service remaining before the attainment
by the Employee of retirement  age, and other factors deemed relevant by an
Administrator, in its sole discretion, in connection with accomplishing the
purpose  of this  Plan;  provided,  however,  that the  Board may limit the
discretion of an  Administrator  in making such decisions if it so chooses.
An  Employee  who has been  granted an Option to purchase  Shares,  whether
under  this  Plan or  otherwise,  may be  granted  one or  more  additional
Options.

               (a) Exercise Price. Subject to adjustment in accordance with
Section 12 and the other  provisions  of this Section,  the Exercise  Price
shall be determined by the  Administrator  authorizing such grant and shall
be set forth in the  applicable  Stock  Incentive  Agreement.  The Exercise
Price for each Share of an Option  shall be no less than the minimum  price
required by applicable state law, or by the Company's governing instrument,
or $0.01, whichever price is greater.

               (b) Option Term.  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 Incentive  Agreement,  but no Stock  Incentive  Agreement
shall:

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

                    (ii) make an Option  exercisable  after the  earlier of
the:

                         (A) the date such Option is exercised in full, or

                         (B) the date which is the tenth (10th) anniversary
of the date such Option is granted.

               A Stock Incentive  Agreement may provide for the exercise of
an Option after the employment of an Employee has terminated for any reason
whatsoever, including death or disability.

               (c)  Payment.  Payment  for all  shares  of Stock  purchased
pursuant to  exercise  of an Option  shall be made in cash or, if the Stock
Incentive  Agreement  provides,  by  delivery to the Company of a number of
Shares  which  have been  owned by the  holder  for at least six (6) months
prior to the date of exercise  having an aggregate Fair Market Value of not
less than the product of the  Exercise  Price  multiplied  by the number of
Shares the  Participant  intends to purchase upon exercise of the Option on
the date of  delivery.  In  addition,  the Stock  Incentive  Agreement  may
provide for cashless  exercise  through a brokerage  transaction  following
registration  of the Company's  equity  securities  under Section 12 of the
Securities  Exchange Act of 1934.  Except as provided in  subparagraph  (f)
below,  payment  shall be made at the  time  that  the  Option  or any part
thereof  is  exercised,  and no Shares  shall be issued or  delivered  upon
exercise of an Option until full payment has been made by the  Participant.
The  holder of an  Option,  as such,  shall  have  none of the  rights of a
stockholder.

               Notwithstanding  the above, and in the sole discretion of an
Administrator,  an  Option  may be  exercised  as to a  portion  or all (as
determined by an  Administrator)  of the number of Shares  specified in the
Stock Incentive  Agreement by delivery to the Company of a promissory note,
such  promissory  note to be  executed by the  Participant  and which shall
include,  with such other terms and  conditions as an  Administrator  shall
determine,  provisions in a form approved by an Administrator  under which:
(i) the balance of the aggregate  purchase  price shall be payable in equal
installments  over such period and shall bear  interest at such rate (which
shall  not be less  than the  prime  bank  loan  rate as  determined  by an
Administrator) as an Administrator shall approve,  and (ii) the Participant
shall be personally  liable for payment of the unpaid principal balance and
all accrued but unpaid interest.

               (d) Conditions to Exercise of an Option. Each Option granted
under the Plan  shall be  exercisable  at such  time or times,  or upon the
occurrence  of  such  event  or  events,   and  in  such  amounts,   as  an
Administrator  shall specify in the Stock  Incentive  Agreement;  provided,
however,  that subsequent to the grant of an Option, an  Administrator,  at
any time before  complete  termination  of such Option,  may accelerate the
time or times at which such Option may be exercised in whole or in part.

               (e)  Special  Provisions  for  Certain  Substitute  Options.
Notwithstanding  anything to the  contrary in this  Section,  any Option in
substitution for a stock option previously issued by another entity,  which
substitution  occurs in connection with a transaction to which Code Section
424(a) is  applicable,  may  provide  for an  exercise  price  computed  in
accordance  with such Code Section and the  regulations  thereunder and may
contain such other terms and conditions as an  Administrator  may prescribe
to cause such  substitute  Option to contain as nearly as possible the same
terms and  conditions  (including the  applicable  vesting and  termination
provisions) as those contained in the previously  issued stock option being
replaced thereby.

          7.3 [Reserved]

          7.4 [Reserved]

                                 SECTION 8.
                            NON-TRANSFERABILITY


          Unless determined  otherwise by an Administrator,  a Stock Option
may not be sold, pledged, assigned, hypothecated,  transferred, or disposed
of in  any  manner  other  than  by  will  or by the  laws  of  descent  or
distribution  and may be  exercised,  during the lifetime of the  Optionee,
only by the  Optionee.  An  Administrator  shall  have  the  authority  and
discretion to make a Stock Option grant assignable by a Participant to such
Participant's  family members, a trust for such Participant's  benefit or a
trust for the  benefit  of such  Participant's  family  members.  Provided,
however,  that no unvested portion of a Stock Option shall be assignable in
whole or in part. If an Administrator makes a Stock Option assignable, such
a Stock Option shall contain such  additional  terms and limitations as the
Administrator deems appropriate.

                                 SECTION 9.
                            SURRENDER OF OPTIONS


          9.1  GENERAL  RULE.  An  Administrator,  acting  in its  absolute
discretion,  may incorporate a provision in a Stock Incentive  Agreement to
allow an  Employee  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  Incentive  Agreement to an
Administrator,  together with a statement  signed by the Participant  which
specifies  the  number of  Shares  ("Surrendered  Shares")  as to which the
Participant  surrenders his or her Option and how he or she desires payment
be made for such Surrendered Shares.

          9.3 PAYMENT. A Participant 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.  An  Administrator,
acting  in  its   absolute   discretion,   can  approve  or   disapprove  a
Participant'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 an
Administrator 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 an Administrator's  discretion) in cash in lieu of
any fractional Shares.

          9.4   RESTRICTIONS.   Any   Stock   Incentive   Agreement   which
incorporates  a provision to allow a  Participant  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  an
Administrator  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 REGULATION

          Each Stock Incentive Agreement may provide that, upon the receipt
of Shares as a result of the surrender or exercise of a Stock  Option,  the
Participant  shall,  if so requested  by the Company,  hold such Shares for
investment  and not with a view to resell or  distribute 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 Incentive
Agreement  may also provide  that,  if so  requested  by the  Company,  the
Participant  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,  of legal
counsel acceptable to the Company,  that such registration is not required.
Certificates  representing  the Shares  transferred  upon the  exercise  or
surrender of a Stock 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 Stock 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, and
the number of Shares  subject to Options  granted under this Plan,  and the
Exercise Price of any Options,  shall be adjusted by an Administrator 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, an Administrator 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, and the number of Shares subject
to Options  granted under this Plan,  and the Exercise Price of any 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
an  Administrator  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.

                                SECTION 13.
                               SALE OR MERGER

          13.1 SALE OR MERGER. In the event that the Company agrees to sell
substantially  all of its  assets  for  another  security,  cash  or  other
property,  or any combination of another security,  cash or other property,
or agrees to any merger, consolidation,  reorganization,  division or other
transaction  in which Shares are converted into another  security,  cash or
other property or into the right to receive another security, cash or other
property,  then, at the sole and complete discretion of the Company, either
of the following will occur:

          (1) the Company and the  Successor in any  Transaction  may agree
that the  Successor  or its Parent or  Subsidiary  will  assume all Options
outstanding hereunder, or substitute or exchange outstanding Options for an
equivalent  interest or right in the Successor or its Parent or Subsidiary;
provided, however, that to the extent the Company and Successor provide for
an assumption or exchange of  outstanding  Options,  then (i) the agreement
for assumption or exchange must provide that, for each Share subject to the
Option,  the  holder  of the  Option  shall  be  entitled  to  receive  the
consideration (whether stock, cash or other securities or property) payable
upon  closing  of the  Transaction  to a holder  of one  Share  held on the
effective date of the Transaction (the "Transaction Closing Date"), (and if
holders were offered a choice of  consideration,  the type of consideration
chosen by the holders of a majority of the  outstanding  Shares);  and (ii)
the aggregate exercise price of the Option shall remain unchanged; or

          (2) the  Company  may  unilaterally  cancel  and  terminate  each
outstanding Option on the Transaction Closing Date in exchange for the cash
or whole Shares which each Participant otherwise would receive if he or she
had the right to surrender or exercise  his or her  outstanding  Option (to
the extent vested on the Transaction  Closing Date) and he or she exercised
that right on a date fixed by the Board which comes before the  Transaction
Closing  Date;  to the  extent  unvested,  all  outstanding  Options  shall
immediately  terminate on the Transaction Closing Date and be of no further
force and  effect  unless  (i) the  applicable  Stock  Incentive  Agreement
provides for  acceleration of vesting upon the occurrence of such an event,
or (ii) the Board agrees (in its sole discretion) to accelerate the vesting
of any  unvested  portion  of  the  Option;  provided,  however,  that  the
Successor  shall have the  contingent  obligation set forth in Section 13.2
below.

          13.2 CONTINGENT  OBLIGATIONS OF A SUCCESSOR.  Upon the occurrence
of a Termination of Employment  Without Cause of any optionee within twelve
(12)  months  following  a Change of  Control,  the  portion of any and all
Options (or any options exchanged therefor) held by such optionee that were
unvested immediately prior to the Change of Control shall be deemed to have
been  accelerated,  and  immediately  vested  at the time of the  Change of
Control,  and (i) to the extent such Option remains outstanding at the time
of the  Termination  of  Employment  Without  Cause,  such Option  shall be
exercisable  by  the  optionee  for a  period  of  90  days  following  the
Termination of Employment Without Cause; (ii) to the extent exchanged for a
Successor option, the Successor option shall be exercisable for a period of
90 days following the Termination of Employment Without Cause; and (iii) to
the extent the  unvested  portion of the Option was  canceled  unilaterally
pursuant  to  Section  13.1 (b),  the  Option  shall be deemed to have been
redeemed by the  Successor to the full extent of the  unvested  portion and
the  Successor  shall  immediately  owe the optionee an amount equal to the
termination  price per share paid for the vested portion  multiplied  times
the number of Shares included in the unvested portion that were accelerated
hereby.

                                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.  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 Options  granted before such
suspension or termination  unless: (i) the Participant  consents in writing
to  such  modification,  amendment  or  cancellation,  or (ii)  there  is a
dissolution  or  liquidation  of the Company or a transaction  described in
Section 12 or Section 13. The  obligations of a Successor  under Section 13
hereof shall survive the  termination of this Plan pursuant to this Section
14.

                                SECTION 15.
                               MISCELLANEOUS

          15.1 SHAREHOLDER  RIGHTS. No Participant shall have any rights as
a shareholder  of the Company as a result of the grant of a Stock Option to
him or to her under this Plan or his or her  exercise or  surrender of such
Stock Option  pending the actual  delivery of Shares  subject to such Stock
Option to such Participant.

          15.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock
Option to a Participant  under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or  relationship  with the Company in addition to
those rights, if any, expressly set forth in the Stock Incentive  Agreement
which evidences his or her Stock Option.

          15.3  WITHHOLDING.  The exercise or surrender of any Stock Option
granted under this Plan shall constitute a Participant's  full and complete
consent to whatever action an Administrator  directs to satisfy the federal
and state tax withholding  requirements,  if any, which an Administrator in
its discretion deems applicable to such exercise or surrender.

          15.4 TRANSFER.  The transfer of an Employee  between or among the
Company,  a Subsidiary or a Parent shall not be treated as a termination of
his or her employment under this Plan.

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

<PAGE>

                            SECOND AMENDMENT TO
                            THE IMRGLOBAL CORP.
                     1999 EMPLOYEE STOCK INCENTIVE 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 1999 Employee Stock Incentive Plan
(the "Plan"), effective August 31, 1999, which provides for the grant of
stock options to employees of IMR and any subsidiary thereof (excluding
directors or officers 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; and

     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.

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

     1.   The first sentence of Section 1 is amended to change the
          reference to "the Company's shareholders" to "CGI's
          shareholders."

     2.   Section 2.3 (the definition of "Board"), Section 2.4 (the
          definition of "Change of Control"), Section 2.21 (the definition
          of "Successor"), Section 2.24 (the definition of "Transaction"),
          Section 12, Section 13.1, Section 14 and Section 15.1 of the Plan
          are amended to change the references to "the Company" to "CGI."

     3.   Section 2.3 is amended to add after the word "CGI" the following:

               "or any such persons designated by the Board."

     4.   A new Section 2.4 is added to provide the following:

               "2.4   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.

     5.   Section 2.8 (formerly Section 2.7) is amended in its entirety to
          provide the following:

               "2.8   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."

     6.   Section 2.13 (formerly Section 2.12) is amended in its entirety
          to provide the following:

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

               "The total number of Shares that may be issued pursuant to
               Options 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) shall not exceed 4,792,200, 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."

     8.   Section 4 is amended to replace the term "Board" with the words
          "board of the Company."

     9.   The second sentence of Section 7.2(c) is amended to replace the
          term "Company's" with "CGI'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 IMRglobal Corp. 1999 Employee
Stock Incentive 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
         ---------------------------              ------------------------