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                                                                  EXHIBIT 10.1


                         PRECISION RESPONSE CORPORATION

                 AMENDED AND RESTATED 1996 INCENTIVE STOCK PLAN


         1. PURPOSE. The PRECISION RESPONSE CORPORATION Amended and Restated
1996 Incentive Stock Plan (the "Plan") is intended to provide incentives which
will attract and retain highly competent persons as officers and key employees
of PRECISION RESPONSE CORPORATION and its subsidiaries (the "Company"), as well
as independent contractors providing consulting or advisory services to the
Company, by providing them opportunities to acquire the Company's common stock,
$.01 value per share ("Common Shares") or to receive monetary payments based on
the value of such shares pursuant to the Awards described in Paragraph 4 below.

         2. ADMINISTRATION. Prior to the date, if any, upon which the Company
becomes subject to the Securities Exchange Act of 1934 (the "Act"), the Plan
shall be administered by the Board of Directors of the Company (the "Board") or
a committee appointed by the Board. After the date, if any, upon which the
Company becomes subject to the Act, the Plan will be administered by the
Compensation Committee (the administrator of the Plan, initially the Board and
thereafter the Compensation Committee, if and when the Company becomes subject
to the Act, shall be referred to hereinafter as the "Committee") appointed by
the Board from among its members provided, however, that, on and after November
1, 1996 (the "Effective Date") as long as Common Shares are registered under
the Act, members of the Committee must each qualify as a "non-employee
director" within the meaning of Securities and Exchange Commission Regulation
Section 240.16b-3. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board. From time to time the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause), and appoint new members in substitution therefor, and
fill vacancies however caused; provided, however, that at no time shall a
Committee of less than two members of the Board administer the Plan, and
provided further, that all members of the Committee on and after the Effective
Date must be "non-employee directors." The Committee is authorized, subject to
the provisions of the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Awards (as hereinafter defined) granted hereunder as it deems
necessary or advisable. All determinations and interpretations made by the
Board and Committee shall be binding and conclusive on all participants and
their legal representatives. No member of the Board, no member of the Committee
and no employee of the Company shall be liable for any act or failure to act
hereunder, by any other member or employee or by any agent to whom duties in
connection with the administration of this Plan have been delegated or, except
in circumstances involving such person's bad faith, gross negligence or fraud,
for any act or failure to act by the member or employee.





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         3. PARTICIPANTS. Participants will consist of such officers and key
employees or prospective key employees (conditioned upon, and effective not
earlier than his becoming an employee) of the Company, and independent
contractors providing consulting or advisory services to the Company, as the
Committee in its sole discretion determines to be significantly responsible for
the success and future growth and profitability of the Company and whom the
Committee may designate from time to time to receive Awards under the Plan.
Designation of a participant in any year shall not require the Committee to
designate such person to receive an Award in any other year or, once
designated, to receive the same type or amount of Awards as granted to the
participant in any year. The Committee shall consider such factors as it deems
pertinent in selecting participants and in determining the type and amount of
their respective Awards.

         4. TYPES OF AWARDS. Awards under the Plan may be granted in any one or
a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Performance Shares, and (e) Performance Units, all as described
below (collectively "Awards").

         5. SHARES RESERVED UNDER THE PLAN. There is hereby reserved for
issuance under the Plan an aggregate of 1,931,684 Common Shares, which may be
authorized but unissued shares. Any shares subject to Stock Options or Stock
Appreciation Rights or issued under such options or rights or as Stock Awards
may thereafter be subject to new options, rights or awards under this Plan if
there is a lapse, expiration or termination of any such options or rights prior
to issuance of the shares or the payment of the equivalent or if shares are
issued under such options or rights or as such awards and thereafter are
reacquired by the Company pursuant to rights reserved by the Company upon
issuance thereof.

         6. STOCK OPTIONS. Stock Options will consist of awards from the
Company, in the form of agreements, which will enable the holder to purchase a
specific number of Common Shares, at set terms and at a fixed purchase price.
Stock Options may be "incentive stock options" ("Incentive Stock Options")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") or Stock Options which do not constitute Incentive Stock
Options ("Nonqualified Stock Options"). The Committee will have the authority
to grant to any participant one or more Incentive Stock Options, Nonqualified
Stock Options, or both types of Stock Options (in each case with or without
Stock Appreciation Rights). Each Stock Option shall be subject to such terms
and conditions consistent with the Plan as the Committee may impose from time
to time, subject to the following limitations:

            (a) EXERCISE PRICE. Each Stock Option granted hereunder shall
have such per-share exercise price as the Committee may determine at the date
of grant provided, however, that the per-share exercise price for Incentive
Stock Options shall not be less than 100% of the Fair Market Value (as
hereinafter defined) of the Common Shares on the date the option is granted and
provided further that the per-share exercise price for Nonqualified Stock
Options shall not be less than 85% of the Fair Market Value of the Common
Shares on the date the option is granted.


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Notwithstanding the foregoing, the Committee may grant Nonqualified Stock
Options for up to 50,000 Common Shares for a per-share exercise price equal to
and/or in excess of $.01 per share.

                  (b) PAYMENT OF EXERCISE PRICE. The option exercise price may
be paid by check or, in the discretion of the Committee, by the delivery of
Common Shares of the Company then owned by the participant or a combination of
methods of payment; provided, however, that option agreements may provide that
payment of the exercise price by delivery of Common Shares of the Company then
owned by the participant may be made only if such payment does not result in a
charge to earnings for financial accounting purposes as determined by the
Committee. In the discretion of the Committee, if Common Shares are readily
tradeable on a national securities exchange or other market system at the time
of option exercise, payment may also be made by delivering a properly executed
exercise notice to the Company together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan
proceeds to pay the exercise price. To facilitate the foregoing, the Company
may enter into agreements for coordinated procedures with one or more brokerage
firms.

                  (c) EXERCISE PERIOD. Stock Options granted under the Plan
will be exercisable at such times and subject to such terms and conditions as
shall be determined by the Committee. In addition, Nonqualified Stock Options
shall not be exercisable later than fifteen years after the date they are
granted and Incentive Stock Options shall not be exercisable later than ten
years after the date they are granted. All Stock Options shall terminate at
such earlier times and upon such conditions or circumstances as the Committee
shall in its discretion set forth in such option at the date of grant.

                  (d) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock
Options may be granted only to participants who are employees of the Company or
one of its subsidiaries (within the meaning of Section 424(f) of the Code) at
the date of grant. The aggregate Fair Market Value (determined as of the time
the option is granted) of the Common Shares with respect to which Incentive
Stock Options are exercisable for the first time by a participant during any
calendar year (under all option plans of the Company) shall not exceed
$100,000. Incentive Stock Options may not be granted to any participant who, at
the time of grant, owns stock possessing (after the application of the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company, unless the option
price is fixed at not less than 110% of the Fair Market Value of the Common
Shares on the date of grant and the exercise of such option is prohibited by
its terms after the expiration of five years from the date of grant of such
option.

                  (e) REDESIGNATION AS NONQUALIFIED STOCK OPTIONS. Options
designated as Incentive Stock Options that fail to continue to meet the
requirements of Section 422 of the Code shall be redesignated as Nonqualified
Stock Options for Federal income tax purposes automatically



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without further action by the Committee on the date of such failure to continue
to meet the requirements of Section 422 of the Code.

                (f) LIMITATION OF RIGHTS IN SHARES. The recipient of a Stock
Option shall not be deemed for any purpose to be a shareholder of the Company
with respect to any of the shares subject thereto except to the extent that the
Stock Option shall have been exercised and, in addition, a certificate shall
have been issued and delivered to the participant.

         7.     STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,
grant Stock Appreciation Rights to the holders of any Stock Options granted
hereunder. In addition, Stock Appreciation Rights may be granted independently
of and without relation to Stock Options. Each Stock Appreciation Right shall
be subject to such terms and conditions consistent with the Plan as the
Committee shall impose from time to time, including the following:

                (a) A Stock Appreciation Right relating to a Nonqualified
Stock Option may be made part of such option at the time of its grant or at any
time thereafter up to six months prior to its expiration, and a Stock
Appreciation Right relating to an Incentive Stock Option may be made part of
such option only at the time of its grant.

                (b) Each Stock Appreciation Right will entitle the holder to
elect in lieu of exercising the Stock Option to receive the appreciation in the
Fair Market Value of the shares subject thereto up to the date the right is
exercised. In the case of a right issued in relation to a Stock Option, such
appreciation shall be measured from not less than the option price and in the
case of a right issued independently of any Stock Option, such appreciation
shall be measured from not less than 85% of the Fair Market Value of the Common
Shares on the date the right is granted. Payment of such appreciation shall be
made in cash or in Common Shares, or a combination thereof, as set forth in the
Award, but no Stock Appreciation Right shall entitle the holder to receive,
upon exercise thereof, more than the number of Common Shares (or cash of equal
value) with respect to which the right is granted.

                (c) Each Stock Appreciation Right will be exercisable at the
times and to the extent set forth therein, but no Stock Appreciation Right may
be exercisable earlier than six months after the date it was granted or later
than the earlier of (i) the term of the related Stock Option, if any, or (ii)
fifteen years after it was granted. Exercise of a Stock Appreciation Right
shall reduce the number of shares issuable under the Plan (and the related
Stock Option, if any) by the number of shares with respect to which the right
is exercised.

         8.     STOCK AWARDS. Stock Awards will consist of Common Shares
transferred to participants without other payment therefor or payment at less
than Fair Market Value as additional compensation for services to the Company.
Stock Awards shall be subject to such terms and conditions as the Committee
determines appropriate, including, without limitation, restrictions on



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the sale or other disposition of such shares and rights of the Company to
reacquire such shares for no consideration upon termination of the
participant's employment within specified periods. The Committee may require
the participant to deliver a duly signed stock power, endorsed in blank,
relating to the Common Shares covered by such an Award. The Committee may also
require that the stock certificates evidencing such shares be held in custody
until the restrictions thereon shall have lapsed. The participant shall have,
with respect to the Common Shares subject to a Stock Award, all of the rights
of a holder of Common Shares of the Company, including the right to receive
dividends and to vote the shares.

         9.       PERFORMANCE SHARES.

                  (a)  Performance Shares may be awarded either alone or in
addition to other Awards granted under this Plan and shall consist of the right
to receive Common Shares or cash of an equivalent value at the end of a
specified Performance Period (defined below). The Committee shall determine the
participants to whom and the time or times at which Performance Shares shall be
awarded, the number of Performance Shares to be awarded to any person, the
duration of the period (the "Performance Period") during which, and the
conditions under which, receipt of the Common Shares will be deferred, and the
other terms and conditions of the Award in addition to those set forth in this
Section 9. The Committee may condition the grant of Performance Shares upon the
attainment of specified performance goals or such other factors or criteria as
the Committee shall determine.

                  (b)  Performance Shares awarded pursuant to this Section 9
shall be subject to the following terms and conditions:

                  (i)  Unless otherwise determined by the Committee at the time
         of the grant of the Award, amounts equal to any dividends declared
         during the Performance Period with respect to the number of Common
         Shares covered by a Performance Share Award will not be paid to the
         participant.

                  (ii) Subject to the provisions of the Performance Share Award
         and this Plan, at the expiration of the Performance Period, share
         certificates and/or cash of an equivalent value (as the Committee may
         determine) shall be delivered to the participant, or his or her legal
         representative, in a number equal to the vested shares covered by the
         Performance Share Award.

                 (iii) Subject to the applicable provisions of the Performance
         Share Award and this Plan, upon termination of a participant's
         employment with the Company for any reason during the Performance
         Period for a given Performance Share Award, the Performance Shares in
         question will vest or be forfeited in accordance with the terms and
         conditions established by the Committee.



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         10.      PERFORMANCE UNITS.

                  (a) Performance Units may be awarded either alone or in
addition to other Awards granted under this Plan and shall consist of the right
to receive a fixed dollar amount, payable in cash or Common Shares or a
combination of both. The Committee shall determine the participants to whom and
the time or times at which Performance Units shall be awarded, the duration of
Performance Units to be awarded to any person, the duration of the period (the
"Performance Cycle") during which, and the conditions under which, a
participant's right to Performance Units will be vested, the ability of
participants to defer the receipt of payment of such Performance Units, and the
other terms and conditions of the Award in addition to those set forth in this
Section 10. The Committee may condition the vesting of Performance Units upon
the attainment of specified performance goals or such other factors or criteria
as the Committee shall determine.

                  (b) The Performance Units awarded pursuant to this Section 10
shall be subject to the following terms and conditions:

                  (i) At the expiration of the Performance Cycle, the Committee
         shall determine the extent to which the performance goals have been
         achieved, and the percentage of the Performance Units of each
         participant that have vested.

                 (ii) Subject to the applicable provisions of the Performance
         Unit Award and this Plan, at the expiration of the Performance Cycle,
         cash and/or share certificates of an equivalent value (as the
         Committee may determine) shall be delivered to the participant, or his
         or her legal representative, in payment of the vested Performance
         Units covered by the Performance Unit Award.

                (iii) Subject to the applicable provisions of the Performance
         Unit Award and this Plan, upon termination of a participant's
         employment with the Company for any reason during the Performance
         Cycle for a given Performance Unit Award, the Performance Units in
         question will vest or be forfeited in accordance with the terms and
         conditions established by the Committee.

         11.      ADJUSTMENT PROVISIONS.

                  (a) If the Company shall at any time change the number of
issued Common Shares without new consideration to the Company (such as by stock
dividend, stock split, recapitalization, reorganization, exchange of shares,
liquidation, combination or other change in corporate structure affecting the
Common Shares) or make a distribution of cash or property which has a
substantial impact on the value of issued Common Shares, the total number of
shares available


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         for Awards under this Plan shall be appropriately adjusted and the
         number of shares covered by each outstanding Award and the reference
         price or Fair Market Value for each outstanding Award shall be
         adjusted so that the net value of such Award shall not be changed.

                  (b)  In the case of any sale of assets, merger, consolidation,
combination or other corporate reorganization or restructuring of the Company
with or into another corporation which results in the outstanding Common Shares
being converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), subject to the
provisions of this Plan and any limitation applicable to the Award:

                  (i)  any participant to whom a Stock Option has been granted
         shall have the right thereafter and during the term of the Stock
         Option to receive upon exercise thereof the Acquisition Consideration
         (as defined below) receivable upon the Acquisition by a holder of the
         number of Common Shares which might have been obtained upon exercise
         of the Stock Option or portion thereof, as the case may be,
         immediately prior to the Acquisition;

                  (ii) any participant to whom a Stock Appreciation Right has
         been granted shall have the right thereafter and during the term of
         such right to receive upon exercise thereof the difference on the
         exercise date between the aggregate Fair Market Value of the
         Acquisition Consideration receivable upon such acquisition by a holder
         of the number of Common Shares which are covered by such right and the
         aggregate reference price of such right; and

                 (iii) any participant to whom Performance Shares or
         Performance Units have been awarded shall have the right thereafter
         and during the term of the Award, upon fulfillment of the terms of the
         Award, to receive on the date or dates set forth in the Award, the
         Acquisition Consideration receivable upon the Acquisition by a holder
         of the number of Common Shares which are covered by the Award.

         The term "Acquisition Consideration" shall mean the kind and amount of
         securities, cash or other property or any combination thereof
         receivable in respect of one Common Share upon consummation of an
         Acquisition.

                  (c)  Notwithstanding any other provision of this Plan, the
Committee may authorize the issuance, continuation or assumption of Awards or
provide for other equitable adjustments after changes in the Common Shares
resulting from any other merger, consolidation, sale of assets, acquisition of
property or stock, recapitalization, reorganization or similar occurrence upon
such terms and conditions as it may deem equitable and appropriate.



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         (d) In the event that another corporation or business entity is being
acquired by the Company, and the Company assumes outstanding employee stock
options and/or stock appreciation rights and/or the obligation to make future
grants of options or rights to employees of the acquired entity, the aggregate
number of Common Shares available for Awards under this Plan shall be increased
accordingly.

         12.  NONTRANSFERABILITY.

                  (a)  Each Award granted under the Plan to a participant shall
not be transferable by him otherwise than required by law or by will or the
laws of descent and distribution, and shall be exercisable, during his
lifetime, only by him. In the event of the death of a participant while the
participant is rendering services to the Company, each Stock Option or Stock
Appreciation Right theretofore granted to him shall be exercisable during such
period after his death as the Committee shall in its discretion set forth in
such option or right at the date of grant (but not beyond the stated duration
of the option or right) and then only:

                  (i)  By the executor or administrator of the estate of the
         deceased participant or the person or persons to whom the deceased
         participant's rights under the Stock Option or Stock Appreciation
         Right shall pass by will or the laws of descent and distribution; and

                  (ii) To the extent that the deceased participant was entitled
         to do so at the date of his death.

                  (b)  Notwithstanding Section 12(a), in the discretion of the
Committee, Awards granted hereunder may be transferred to members of the
participant's immediate family (which for purposes of this Plan shall be
limited to the participant's children, grandchildren and spouse), or to one or
more trusts for the benefit of such immediate family members or partnerships in
which such immediate family members and/or trusts are the only partners, but
only if the Award expressly so provides.

         13.  OTHER PROVISIONS. Awards under the Plan may also be subject to
such other provisions (whether or not applicable to any other Awards under the
Plan) as the Committee determines appropriate, including without limitation,
provisions for the installment purchase of Common Shares under Stock Options,
provisions for the installment exercise of Stock Appreciation Rights,
provisions to assist the participant in financing the acquisition of Common
Shares, provisions for the forfeiture of, or restrictions on resale or other
disposition of, Shares acquired under any form of Award, provisions for the
acceleration of exercisability or vesting of Awards in the event of a change of
control of the Company or other reasons, provisions for the payment of the
value of Awards to participants in the event of a change of control of the
Company or other reasons, or provisions to comply with Federal and state
securities laws, or setting forth understandings or


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conditions as to the participant's employment in addition to those specifically
provided for under the Plan.

         14. FAIR MARKET VALUE. For purposes of this Plan and any Awards
hereunder, Fair Market value of Common Shares shall be the mean between the
highest and lowest sale prices for the Company's Common Shares as reported on
the NASDAQ National Market (or such other consolidated transaction reporting
system on which such Common Shares are primarily traded) on the date
immediately preceding the date of grant (or on the next preceding trading date
if Common Shares were not traded on the date immediately preceding the date of
grant), provided, however, that if the Company's Common Shares are not at any
time readily tradeable on a national securities exchange or other market
system, Fair Market Value shall mean the amount determined in good faith by the
Committee as the fair market value of the Common Shares of the Company.

         15. WITHHOLDING. All payments or distributions made pursuant to the
Plan shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements. If the Company proposes
or is required to distribute Common Shares pursuant to the Plan, it may require
the recipient to remit to it an amount sufficient to satisfy such tax
withholding requirements prior to the delivery of any certificates for such
Common Shares. The Committee may, in its discretion and subject to such rules
as it may adopt, permit an optionee or Award or right holder to pay all or a
portion of the federal, state and local withholding taxes arising in connection
with (a) the exercise of a Nonqualified Stock Option or a Stock Appreciation
Right, (b) the receipt or vesting of Stock Awards, or (c) the receipt of Common
Shares upon the expiration of the Performance Period or the Performance Cycle,
respectively, with respect to any Performance Shares or Performance Units, by
electing to have the Company withhold Common Shares having a Fair Market Value
equal to the amount to be withheld.

         16. TENURE. A participant's right, if any, to continue to serve the
Company as an officer, employee, independent contractor, or otherwise, shall
not be enlarged or otherwise affected by such individual's designation as a
participant under the Plan, nor shall this Plan in any way interfere with the
right of the Company, subject to the terms of any separate employment agreement
to the contrary, at any time to terminate such employment or to increase or
decrease the compensation of the participant from the rate in existence at the
time of the grant of an Award.

         17. DURATION, AMENDMENT AND TERMINATION. No Award shall be granted
after May 30, 2006 (the "Expiration Date"); provided, however, that the terms
and conditions applicable to any Award granted prior to such date may
thereafter be amended or modified by mutual agreement between the Company and
the participant or such other persons as may then have an interest therein.
Also, by mutual agreement between the Company and a participant hereunder,
under this Plan or under any other present or future plan of the Company,
Awards may be granted to such participant in substitution and exchange for, and
in cancellation of, any Awards previously granted such participant under this
Plan, or any other present or future plan of the Company. The Board may



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amend the Plan from time to time or terminate the Plan at any time. However, no
action authorized by this Section 17 shall reduce the amount of any existing
Award or change the terms and conditions thereof without the participant's
consent. The approval of the Company's shareholders will be required for any
amendment to the Plan which would (i) change the class of persons eligible for
the grant of Stock Options, as specified in Section 3 or otherwise materially
modify the requirements as to eligibility for participation in the Plan, (ii)
increase the maximum number of shares subject to Stock Options, as specified in
Section 5 (unless made pursuant to the provisions of Section 11) or (iii)
materially increase the benefits accruing to participants under the Plan,
within the meaning of Rule 16b-3 promulgated under Act. With respect to persons
subject to Section 16 of the Act, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Act. To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee. Moreover, in the event the Plan does not
include a provision required by Rule 16b-3 to be stated therein, such provision
(other than one relating to eligibility requirements, or the price and amount
of Awards) shall be deemed automatically to be incorporated by reference into
the Plan insofar as participants subject to Section 16 of the Act are
concerned.

         18. GOVERNING LAW. This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Florida (regardless of the law that might otherwise govern under applicable
Florida principles of conflict of laws).

         19. SHAREHOLDER APPROVAL. The Plan was adopted by the Board of the
Company and approved by the Company's shareholders on May 31, 1996.

         20. BOARD AMENDMENT. Section 2 of the Plan was amended by action taken
by the Board of the Company on February 19, 1997, which amendment did not
require approval of the shareholders of the Company.



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