Exhibit 4.1

                   INFORMATION MANAGEMENT RESOURCES, INC.

                         FIRST AMENDED AND RESTATED
                            STOCK INCENTIVE PLAN
                        (EFFECTIVE NOVEMBER 8, 1997)
            WITH APPENDIX A (FRENCH SUB PLAN) ADDED MAY 14, 1998

                                 SECTION 1.
                                  PURPOSE

     The purpose of this Plan is to promote the interests of the Company by
providing the  opportunity  to purchase  Shares or to receive  compensation
which is based upon  appreciation  in the value of Shares to Employees  and
Key  Persons in order to attract  and retain  Employees  and Key Persons 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 Incentive Stock
Options,  Non-Qualified  Stock Options,  Restricted  Stock Awards and Stock
Appreciation Rights 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  Stock
Incentives 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 Information  Management  Resources,  Inc., a Florida
corporation, and any successor to such organization.

     2.8  EMPLOYEE  means an employee of the  Company,  a  Subsidiary  or a
Parent.

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

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

     2.11  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.

     2.12 ISO means an option  granted  under this Plan to purchase  Shares
which is  intended  by the  Company to  satisfy  the  requirements  of Code
Section 422 as an incentive stock option.

     2.13  KEY  PERSON  means  (i) a  member  of  the  Board  who is not an
Employee,  (ii) a consultant,  distributor or other person who has rendered
valuable services to the Company, a Subsidiary or a Parent,  (iii) a person
who has  incurred,  or is willing to incur,  financial  risk in the form of
guaranteeing  or  acting  as  co-obligor  with  respect  to  debts or other
obligations of the Company, or (iv) a person who has extended credit to the
Company.  Key Persons are not limited to  individuals  and,  subject to the
preceding definition, may include corporations,  partnerships, associations
and other entities.

     2.14  NON-ISO  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 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.

     2.16 OPTION means an ISO or a Non-ISO.

     2.17  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.

     2.18  PARTICIPANT  means an individual who receives a Stock  Incentive
hereunder.

     2.19 PLAN  means the  Information  Management  Resources,  Inc.  First
Amended and Restated Stock Incentive Plan, as amended from time to time.

     2.20  RESTRICTED  STOCK AWARD means the grant of Shares by the Company
to Participants referenced in Section 7.4.

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

     2.22 STOCK  APPRECIATION  RIGHT means the grant of certain rights from
the Company to a Participant as described in Section 7.3.

     2.23 STOCK INCENTIVE means an ISO, a Non-ISO, a Restricted Stock Award
or a Stock Appreciation Right.

     2.24 STOCK INCENTIVE  AGREEMENT means an agreement between the Company
and a Participant evidencing an award of a Stock Incentive.

     2.25  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.

     2.26 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.

     2.27  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.

     2.28 TEN PERCENT  SHAREHOLDER  means a person who owns  (after  taking
into account the  attribution  rules of Code Section  424(d)) more than ten
percent (10%) of the total  combined  voting power of all classes of shares
of either the Company, a Subsidiary or a Parent.

     2.29  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.

     2.30 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 STOCK INCENTIVES


     The  total  number  of Shares  that may be  issued  pursuant  to Stock
Incentives  under  this Plan  shall not  exceed  Ten  Million  Six  Hundred
Sixty-Eight  Thousand  Nine  Hundred  Seventy  (10,668,970),   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 a Stock  Incentive  which remain after the  cancellation,
expiration  or  exchange  of such Stock  Incentive  thereafter  shall again
become available for use under this Plan, but any Surrendered  Shares which
remain after the surrender of an ISO or a Non-ISO 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 Stock Incentives granted under this
Plan  before  the date of such  approval  automatically  shall  be  granted
subject to such approval.

                                 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 Stock Incentives 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 or Key Person,  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

     Except as provided  below,  only  Employees  shall be eligible for the
grant of Stock  Incentives  under this Plan, but no Employee shall have the
right to be granted a Stock Incentive under this Plan merely as a result of
his or her status as an Employee. Key Persons may be eligible for the grant
of  Stock  Incentives  under  this  Plan,  but only if the Key  Person  has
provided,  or committed  to provide,  valuable  services to the Company,  a
Subsidiary  or a  Parent,  and only if the Stock  Incentive  is not an ISO.
Notwithstanding  the foregoing,  for purposes of this Section 6, "Employee"
or "Key  Person"  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 Stock Incentive  granted to any such person (i)
shall not become  exercisable  until such  person  commences  service as an
Employee or Key Person; and (ii) shall immediately terminate if such person
does not commence service as an Employee or Key Person.

                                 SECTION 7.
                         TERMS OF STOCK INCENTIVES

     7.1 TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

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

          (b) The number of Shares as to which a Stock  Incentive  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  Incentive 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  Incentive  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 Incentive
and the number of Shares  covered by the Stock  Incentive and has taken all
such other action  necessary to complete the grant of the Stock  Incentive.

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

          (i) specify whether the Option is an ISO or Non-ISO; 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)  or Key  Person(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  or Key
Person,  the present and  potential  contributions  of the  Employee or Key
Person 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 or Key
Person who has been  granted an Option to purchase  Shares,  whether  under
this Plan or otherwise, may be granted one or more additional Options.

          If an Administrator grants an ISO and a Non-ISO to an Employee on
the same date,  the right of the Employee to exercise or surrender one such
Option  shall not be  conditioned  on his or her  failure  to  exercise  or
surrender the other such Option.

          (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.  With respect to
each grant of an ISO to a Participant who is not a Ten Percent Shareholder,
the Exercise Price shall not be less than the Fair Market Value on the date
the ISO is granted.  With respect to each grant of an ISO to a  Participant
who is a Ten Percent Shareholder, the Exercise Price shall not be less than
one hundred ten percent (110%) of the Fair Market Value on the date the ISO
is granted. If a Stock Incentive is a Non-ISO,  the Exercise Price for each
Share 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,  if such  Option is a Non-ISO  or an ISO
granted to a non-Ten  Percent  Shareholder,  or the date which is the fifth
(5th) anniversary of the date such Option is granted,  if such Option is an
ISO granted to a Ten Percent Shareholder.

          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  TERMS  AND  CONDITIONS  OF  STOCK  APPRECIATION  RIGHTS.  A Stock
Appreciation  Right may be granted in connection with all or any portion of
a previously or contemporaneously  granted Option or not in connection with
an Option.  A Stock  Appreciation  Right shall entitle the  Participant  to
receive  upon  exercise or payment the excess of: (I) the Fair Market Value
of a  specified  number  of  Shares  at the time of  exercise,  over (II) a
specified  price which shall be not less than the  Exercise  Price for that
number of  Shares  in the case of a Stock  Appreciation  Right  granted  in
connection with a previously or contemporaneously granted Option, or in the
case of any  other  Stock  Appreciation  Right  not less  than one  hundred
percent  (100%) of the Fair  Market  Value of that  number of Shares at the
time the Stock  Appreciation  Right was granted. A Stock Appreciation Right
granted in  connection  with an Option may only be  exercised to the extent
that the related  Option has not been  exercised.  The  exercise of a Stock
Appreciation  Right  shall  result in a pro rata  surrender  of the related
Option to the extent the Stock Appreciation Right has been exercised.

          (a)  Payment.  Upon  exercise or payment of a Stock  Appreciation
Right, the Company shall pay to the Participant the appreciation in cash or
Shares  (at the  aggregate  Fair  Market  Value on the date of  payment  or
exercise) as provided in the Stock  Incentive  Agreement or, in the absence
of such provision, as an Administrator may determine.

          (b) Conditions to Exercise. Each Stock Appreciation Right 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 a Stock  Appreciation  Right, an
Administrator,  at any  time  before  complete  termination  of such  Stock
Appreciation  Right,  may  accelerate the time or times at which such Stock
Appreciation Right may be exercised in whole or in part.

     7.4 TERMS AND  CONDITIONS OF RESTRICTED  STOCK AWARDS.  Shares awarded
pursuant to Restricted  Stock Awards shall be subject to  restrictions  for
periods  determined by an  Administrator.  An Administrator  shall have the
power to permit,  in its  discretion,  an acceleration of the expiration of
the  applicable  restriction  period with respect to any part or all of the
Shares  awarded  to a  Participant.  An  Administrator  may  require a cash
payment from the  Participant  in an amount no greater  than the  aggregate
Fair Market Value of the Shares awarded  determined at the date of grant in
exchange  for  the  grant  of a  Restricted  Stock  Award  or may  grant  a
Restricted Stock Award without the requirement of a cash payment.

                                 SECTION 8.
                            NON-TRANSFERABILITY

     Unless determined otherwise by an Administrator, a Stock Incentive 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 Incentive 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  Incentive  shall be assignable in whole or in
part. If an Administrator makes a Stock Incentive assignable,  such a Stock
Incentive  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  or Key Person to  surrender  his or 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  Incentive,  the
Participant  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 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  Incentive  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  Incentive  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  Stock
Incentives  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 Stock Incentives
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 Stock  Incentives  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 Stock Incentives  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 Stock
Incentives. 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 Stock Incentives 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;  provided,  however, no such
amendment  shall be made  absent the  approval of the  shareholders  of the
Company:  (a) to increase the number of Shares  reserved  under  Section 3,
except as set forth in Section  12, (b) to extend the  maximum  life of the
Plan under Section 11 or the maximum  exercise  period under Section 7, (c)
to decrease the minimum  Exercise  Price under  Section 7, or (d) to change
the designation of Employees or Key Persons  eligible for Stock  Incentives
under  Section  6.  The  Board  also  may  suspend  the  granting  of Stock
Incentives  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 Stock  Incentive  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 Incentive to
him or to her under this Plan or his or her  exercise or  surrender of such
Stock Incentive pending the actual delivery of Shares subject to such Stock
Incentive to such Participant.

     15.2 NO  GUARANTEE  OF  CONTINUED  RELATIONSHIP.  The grant of a Stock
Incentive 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 Incentive.

     15.3  WITHHOLDING.  The exercise or  surrender of any Stock  Incentive
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>

                                 APPENDIX A
       TO INFORMATION MANAGEMENT RESOURCES, INC. STOCK INCENTIVE PLAN

            RULES OF THE INFORMATION MANAGEMENT RESOURES, INC.
                            STOCK INCENTIVE PLAN
                          FOR EMPLOYEES IN FRANCE


1.   Introduction.

     The Information Management Resources, Inc. Stock Incentive Plan
(hereinafter, the "Plan" or the "U.S. Plan") specifically authorizes the
Administrator to establish rules applicable to options granted under the
U.S. Plan, including options granted to employees in France, as the
Administrator deems advisable. The Administrator has determined that it is
advisable to establish a sub-plan for the purposes of permitting such
options to qualify for favorable treatment in France. Therefore, the
Company now establishes a sub-plan of the U.S. Plan for the purpose of
granting options which quality for the favorable treatment in France
applicable to options granted under Sections L.208-l up to L.208-8-2 of Law
No. 066-537 of July 24, 1966. The terms of the U.S. Plan, as adopted by the
Board of Directors on July 15, 1996 and amended and restated effective
November 8, 1997, of which this sub-plan is a part, shall constitute the
Company's stock option plan for French Employees (the "French Plan"),
subject to the following provisions. Under the French Plan, the qualifying
employees will be granted only stock options. In no case will they be
granted substitute awards, e.g., stock bonuses, restricted stock, stock
appreciation rights or other similar awards.

2.   Definitions.

     Terms used in the French Plan shall have the same meanings as set
forth in the U.S. Plan.

     In addition, the term "Option" shall have the following meaning:

     a.   Purchase Options that are rights to acquire shares repurchased by
          the Company prior to the grant of said Options; or

     b.   Subscription Options that are rights to subscribe newly issued
          shares.

     The term "Grant Date" shall be the date on which the Administrator
both (a) designates the optionee and (b) specifies the terms and conditions
of the Option including the number of shares and the Option price.

     The term "Exercise Date" shall mean the fifth anniversary of the Grant
Date.

3.   Entitlement to Participate.

     Any salaried employee or corporate executive in France shall be
eligible to receive Options under the French Plan, provided that he or she
also satisfies the eligibility conditions of the U.S. Plan. Options may not
be issued under the French Plan to employees or executives owning more than
ten percent (10%) of the Company's capital shares or to individuals other
than employees and corporate executives of a French subsidiary of the
Company. Options may not be issued to directors of a French subsidiary
unless they are employed by such subsidiary.

4.   Conditions of the Option/Option Price.

     Notwithstanding any provision in the U.S. Plan to the contrary, the
conditions of the Options (option price, number of underlying shares and
vesting period) will not be modified after the Grant Date, except as
provided under Section 6 of the French Plan. In this respect, Options will
not be repriced, regranted, nor will the time at which Options may be
exercised be accelerated.

     The Option price per share of common stock payable pursuant to Options
issued hereunder shall be fixed by the Administrator on the date the Option
is granted, but in no event shall the Option price per share be less than
the greater of:

     a.   with respect to purchase Options over the common stock, the
          higher of either 80% of the average quotation price of such
          common stock during the 20 days of quotation immediately
          preceding the Grant Date or 80% of the average purchase price
          paid for such common stock by the Company;

     b.   with respect to subscription Options over the common stock, 80%
          of the average quotation price of such common stock during the 20
          days of quotation immediately preceding the Grant Date; and

     c.   the minimum Option exercise price permitted under the U.S. Plan.

5.   Exercise of an Option.

     Upon exercise of an Option, the full Option price will have to be paid
either by check or credit transfer. The optionee may also give irrevocable
instructions to a stockbroker to properly deliver the Option price to the
Company.

     The shares acquired upon exercise of an Option will be recorded in an
account in the name of the shareholder, or if the shares are held by a
broker after exercise, in an account in the name of the shareholder with
the broker.

     No Option can be exercised before the Exercise Date. However, in the
case of death of an optionee, outstanding Options shall be immediately
vested and exercisable under the conditions set forth by Section 7 of the
French Plan.

6.   Changes in Capitalization.

     In compliance with French law, the Option price shall not be modified
during the Option's duration. Adjustments to the Option exercise price or
number of shares subject to an Option issued hereunder shall be made to
preclude the dilution or enlargement of benefits under such Option only in
the case of one or more of the following transactions by the Company:

     a.   an increase of corporate capital by cash contribution;

     b.   an issuance of convertible or exchangeable bonds;

     c.   a capitalization of retained earnings, profits, or issuance
          premiums;

     d.   a distribution of retained earnings by payment in cash or shares;
          and

     e.   a reduction of corporate capital by set off against losses.

7.   Death.

     In the event of the death of a French optionee, said individual's
heirs may exercise the Option within six months following the death,
provided that any Option which remains unexercised shall expire six months
following the date of the optionee's death.

8.   Interpretation.

     It is intended that Options granted under the French Plan shall
qualify for the favorable tax and social treatment applicable to stock
options granted under Sections L.208-l up to L.208-8-2 of Law No. 066-537
of July 24, 1966. The terms of the French Plan shall be interpreted
accordingly and in accordance with the relevant provisions set forth by
French tax and social security laws, as well as the French tax and social
security administrations.

9.   Amendments.

     Subject to the terms of the U.S. Plan, the Administrator reserves the
right to amend or terminate the French Plan at any time.

10.  Adoption.

     The French Plan was adopted by the Board of Directors of the Company
on May 14, 1998.

<PAGE>

                             FIRST AMENDMENT TO
                 THE INFORMATION MANAGEMENT RESOURCES, INC.
              FIRST AMENDED AND RESTATED 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 First Amended and Restated Stock
Incentive Plan (the "Plan"), effective November 8, 1997, which provides for
the grant of stock options to employees and certain key individuals of IMR
and any subsidiary or parent thereof 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 to 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 7, (3) decrease the minimum exercise price
under Section 7 or (4) change the designation of employees or key
individuals eligible for stock options under Section 6.


         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 2.26 (the
              definition of "Successor"), Section 2.30 (the definition of
              "Transaction"), Section 12, Section 13.1, Section 14 and
              Section 15.1 of the Plan, and Section 2a of the Appendix to
              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 2.9 (formerly Section 2.8 referring to the definition
              of "Company"), Section 2.20 (formerly Section 2.19) and the
              title of the Plan are amended to replace the words
              "Information Management Resources, Inc." with "IMRglobal
              Corp."

         7.   Section 2.12 (formerly Section 2.11) is amended in its
              entirety to provide the following:

                    "2.12  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.

         8.   Section 2.14(i) (formerly Section 2.13(i)) and Section 4 are
              amended to replace the term "Board" with the words "board of
              the Company."

         9.   Section 2.29 (formerly Section 2.28) is amended to replace
              the words "the Company, a Subsidiary or a Parent" with "CGI
              or any subsidiary or parent corporation (within the meaning
              of Section 424 of the Code) of CGI."

         10.  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 Stock Incentives 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 25,563,919, 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."

         11.  The second sentence of Section 7.2(c) is amended to replace
              the term "Company's" with "CGI's."

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

         13.  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 Stock
                    Incentives have been surrendered or exercised in full
                    or no longer are exercisable."

         14.  The second sentence of Section 3 of the Appendix to the Plan
              is amended to replace the words "the Company's capital
              shares" with "the Shares of Common Stock."

<PAGE>

IN WITNESS WHEREOF, this amendment to the Information Management Resources,
Inc. First Amended and Restated 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
         ---------------------------              ------------------------