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Exhibit 10.1
------------
                                 IMAGEMAX, INC.
                              1997 INCENTIVE PLAN
                              -------------------

                As Amended And Restated Through April 24, 2001


          SECTION 1.  Purpose; Definitions.  The purpose of the ImageMax, Inc.
                      --------------------
1997 Incentive Plan (the "Plan") is to offer to certain employees, Associates
and Directors of ImageMax, Inc. (the "Company"), a Pennsylvania corporation and
its subsidiaries, equity interests in the Company, options to acquire equity
interests in the Company, and other performance-based incentive awards, thereby
attracting, retaining and motivating such persons, and strengthening the
mutuality of interests between such persons and the Company's shareholders.

          For purposes of the Plan, the following initially capitalized words
and phrases shall be defined as set forth below, unless the context clearly
requires a different meaning:

          a.   "Affiliate" means, with respect to a person or entity, a person
                ---------
that directly or indirectly controls, or is controlled by, or is under common
control with such person or entity.

          b.  "Associate" means a consultant, contractor or other provider of
               ---------
services to the Company.

          c.   "Board" means the Board of Directors of the Company, as
                -----
constituted from time to time.

          d.  "Cause" occurs when the Participant, as determined by the Board:
               -----

               (i)  has engaged in any type of disloyalty to the Company,
                    including without limitation, fraud, embezzlement, theft, or
                    dishonesty in the course of his employment or engagement, or
                    has otherwise breached any fiduciary duty owed to the
                    Company;

               (ii)  has been convicted of a felony;

               (iii)  has disclosed trade secrets or confidential information of
                    the Company; or

               (iv) has breached any agreement with or duty to the Company in
                    respect of confidentiality, non-disclosure, non-competition
                    or otherwise.

                                      -1-
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          e.  "Change of Control" means:
               -----------------

               (i)  the acquisition in one or more transactions by any "Person"
                    (as the term person is used for purposes of Sections 13(d)
                    or 14(d) of the Exchange Act) of "Beneficial ownership"
                    (within the meaning of Rule 13d-3 promulgated under the
                    Exchange Act) of twenty-five percent (25%) or more of the
                    combined voting power of the Company's then outstanding
                    voting securities (the "Voting Securities"), provided that
                    for purposes of this clause (i) Voting Securities acquired
                    directly from the Company by any Person shall be excluded
                    from the determination of such Person's Beneficial ownership
                    of Voting Securities (but such Voting Securities shall be
                    included in the calculation of the total number of Voting
                    Securities then outstanding); or

               (ii) approval by shareholders of the Company of:

                    (A)  a merger, reorganization or consolidation involving the
                         Company if the shareholders of the Company immediately
                         before such merger, reorganization or consolidation do
                         not or will not own directly or indirectly immediately
                         following such merger, reorganization or consolidation,
                         more than fifty percent (50%) of the combined voting
                         power of the outstanding voting securities of the
                         company resulting from or surviving such merger,
                         reorganization or consolidation in substantially the
                         same proportion as their ownership of the Voting
                         Securities outstanding immediately before such merger,
                         reorganization or consolidation; or

                    (B)  a complete liquidation or dissolution of the Company;

                    (C)  an agreement for the sale or other disposition of all
                         or substantially all of the assets of the Company; or

               (iii)  acceptance by shareholders of the Company of shares in a
                    share exchange if the shareholders of the Company
                    immediately before such share exchange do not or will not
                    own directly or indirectly immediately following such share
                    exchange more than fifty percent (50%) of the combined
                    voting power of the outstanding voting securities of the
                    entity resulting from or surviving such share exchange in
                    substantially the same proportion as their ownership of

                                      -2-
<PAGE>

                    the Voting Securities outstanding immediately before such
                    share exchange.

          f.  "Code" means the Internal Revenue Code of 1986, as amended from
               ----
time to time, and any successor thereto.

          g.   "Committee"shall mean the Committee appointed by the Board in
                ---------
accordance with Section 2 of the Plan, if one is appointed, in which event in
connection with this Plan, the Committee shall possess all of the power and
authority of, and shall be authorized to take any and all actions required to be
taken hereunder by, and make any and all determinations required to be taken
hereunder by, the Board.

          h.  "Director" means a member of the Board.
               --------

          i.  "Disability"shall mean a disability of an employee or a Director
               ----------
which renders such employee or Director unable to perform the full extent of his
duties and responsibilities by reason of his illness or incapacity which would
entitle that employee or Director to receive Social Security Disability Income
under the Social Security Act, as amended, and the regulations promulgated
thereunder.  "Disabled" shall mean having a Disability.  The determination of
whether a Participant is Disabled shall be made by the Board, whose
determination shall be conclusive; provided that,
                                   -------- ----

               (i)  if a Participant is bound by the terms of an employment
                    agreement between the Participant and the Company, whether
                    the Participant is "Disabled" for purposes of the Plan shall
                    be determined in accordance with the procedures set forth in
                    said employment agreement, if such procedures are therein
                    provided; and

               (ii)  a Participant bound by such an employment agreement shall
                    not be determined to be Disabled under the Plan any earlier
                    than he would be determined to be disabled under his
                    employment agreement.

          j.  "Exchange Act" means the Securities Exchange Act of 1934, as
               ------------
amended.

          k.  "Fair Market Value" means, as of any date: (i) the closing price
               -----------------
of the Shares as reported on the principal nationally recognized stock exchange
on which the Shares are traded on such date, or if no Share prices are reported
on such date, the closing price of the Shares on the next preceding date on
which there were reported Share prices; or (ii) if the Shares are not listed or
admitted to unlisted trading privileges on a nationally recognized stock
exchange, the closing price of the Shares as reported by The NASDAQ Stock Market
on such date, or if no Share prices are reported on such date, the closing price
of the Shares on the next preceding date on which there were reported Share
prices; or (3) if the Shares are not listed or

                                      -3-
<PAGE>

admitted to unlisted trading privileges on a nationally recognized stock
exchange or traded on The NASDAQ Stock Market, then the Fair Market Value shall
be determined by the Board acting in its discretion, which determination shall
be conclusive.

          l.  "Incentive Stock Option" means any Option intended to be and
               ----------------------
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

          m.  "Long-Term Performance Award" or "Long-Term Award" means an award
               ---------------------------      ---------------
made pursuant to Section 8 hereof that is payable in cash and/or Shares
(including Restricted Stock, Performance Shares and Performance Units) in
accordance with the terms of the grant, based on Company, business unit and/or
individual performance, in each case as determined by the Committee and as set
forth in the grant letter.

          n.  "Non-Employee Director" shall have the meaning set forth in Rule
               ---------------------
16b-3(b)(3)promulgated by the Securities and Exchange Commission under the
Exchange Act, or any successor definition adopted by the Securities and Exchange
Commission; provided, however, that the Board or the Committee may, in its sole
discretion, substitute the definition of "outside director" provided in the
regulations under Section 162(m) of the Code in place of the definition of Non-
Employee Director contained in the Exchange Act.

          o.  "Non-Qualified Stock Option" means any Option that is not an
               --------------------------
Incentive Stock Option.

          p.   "Participant" means an employee, Director, or Associate of the
                -----------
Company or a Subsidiary to whom an award is granted pursuant to the Plan.

          q.   "Performance Share" means an award made pursuant to Section 9
                -----------------
hereof of the right to receive Shares at the end of a specified performance
period.

          r.   "Performance Unit" means an award made pursuant to Section 10
                ----------------
hereof of the right to receive cash at the end of a specified performance
period.

          s.   "Restricted Stock" means an award of Shares that is subject to
                ----------------
restrictions pursuant to Section 7 hereof.

          t.   "Retirement" means termination of the employment of a Participant
                ----------
with the Company, an Affiliate (including parent) or a Subsidiary other than (i)
a termination effected at the direction of the Company or parent (whether or not
the Company effects such termination for Cause), (ii) termination on account of
Disability, or (iii) termination on account of death.  With respect to a
Director who is not also an employee of the Company, Retirement shall occur at
such time as the individual ceases to be a Director.

                                      -4-
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          u.   "Rules" means Section 16 of the Exchange Act and the regulations
                -----
promulgated thereunder.

          v.  "SAR" means a share appreciation right granted under the Plan and
               ---
described in Section 6 hereof.

          w.  "Securities Broker" means a registered securities broker
               -----------------
acceptable to the Company who agrees to effect the cashless exercise of an
Option pursuant to Section 5(l) hereof.

          x.  "Share" means a share of stock of the Company, subject to
               -----
substitution or adjustment as provided in Section 3(c) hereof.

          y.  "Stock Option" or "Option" means any option to purchase Shares
               ------------      ------
(including Restricted Stock, if the Committee so determines) granted pursuant to
Section 5 hereof.

          z.  "Subsidiary" means, in respect of the Company or parent, a
               ----------
subsidiary company, whether now or hereafter existing, as defined in Sections
424(f) and (g) of the Code.

          SECTION 2.  Administration. The Plan shall be administered by the
                      --------------
Board.  The Board may at any time by a unanimous vote, with each member voting,
appoint a Committee consisting of not less than two Directors to administer the
Plan on behalf of the Board, subject to such terms and conditions as the Board
may prescribe.  Members of the Committee shall serve for such period of time as
the Board may determine.  Members of the Board or the Committee who are eligible
for awards or have been granted awards may vote on any matters affecting the
administration of the Plan or any awards pursuant to the Plan, except that no
such member shall act upon an award to himself or herself, but any such member
may be counted in determining the existence of a quorum at any meeting of the
Board or Committee during which action is taken with respect to an award to
himself or herself.

          If a Committee is appointed, all references to actions to be taken by
the Board in the administration of the Plan shall be construed as references to
the Committee.

          From time to time the Board may increase the size of the Committee and
appoint additional members thereto (provided such new members are Non-Employee
Directors), remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies however caused, or remove all members of
the Committee and thereafter directly administer the Plan.

          The Board shall have full authority to grant to eligible persons under
Section 4: (i) Options, (ii) SARs, (iii) Restricted Stock, (iv) Long-Term
Performance Awards, (v) Performance Shares and/or (vi) Performance Units.  In
particular, the Board shall have the authority:

                                      -5-
<PAGE>

          a.  to select the persons to whom Options, SARs, Restricted Stock,
Long-Term Performance Awards, Performance Shares and Performance Units may from
time to time be granted hereunder;

          b.  to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, SARs, Restricted Stock, Long-Term Performance
Awards, Performance Shares and Performance Units, or any combination thereof,
are to be granted hereunder;

          c.  to determine the number of Shares, if any, to be covered by each
such award granted hereunder;

     d.  to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder, including, but not limited to, the
Share price and any restriction or limitation, any vesting provisions, or any
vesting acceleration or forfeiture waiver regarding any Option or other award
and/or the Shares relating thereto, or the length of the period following
termination of employment of any Participant during which any Option or SAR may
be exercised (which, in the case of an Incentive Stock Option, shall be no
longer than one year in the case of the termination of employment of a
Participant by reason of death or Disability, or three months in the case of the
termination of employment of a Participant for any reason other than death or
Disability), based on such factors as the Board shall determine, in its sole
discretion;

          e.  to determine whether and under what circumstances an Option may be
exercised without a payment of cash under Section 5(l); and

     f.  to determine whether, to what extent and under what circumstances
Shares and other amounts payable with respect to an award under the Plan may be
deferred either automatically or at the election of the Participant.

          The Board shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
to amend the terms of any agreement relating to any award issued under the Plan,
provided that the Participant consents to such amendment; and to otherwise
supervise the administration of the Plan.  The Board may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any award
granted in the manner and to the extent it shall deem necessary to carry out the
intent of the Plan.

          All decisions made by the Board pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and
Participants. No member of the

                                      -6-
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Board shall be liable for any good faith determination, act or failure to act in
connection with the Plan or any award made under the Plan.

           SECTION 3.  Shares Subject to the Plan.
                       --------------------------

  a.      Shares Subject to the Plan.  The Shares to be subject or related to
          --------------------------
awards under the Plan shall be authorized and unissued Shares of the Company,
whether or not previously issued and subsequently acquired by the Company.
Originally, the maximum number of Shares subject to awards under the Plan was
600,000.  The Plan was amended effective December 12, 1999 to increase the
number of Shares subject to awards by 1,000,000.  The maximum number of Shares
that presently may be the subject of awards under the Plan is 1,600,000, or such
lesser amount as the Board shall determine, and the Company shall reserve for
the purposes of the Plan, out of its authorized and unissued Shares, such number
of Shares.

  b.      Effect of the Expiration or Termination of Awards.  If and to the
          -------------------------------------------------
extent that an award made under the Plan expires, terminates or is canceled or
forfeited for any reason without having been exercised in full, the Shares
associated with the expired, terminated, canceled or forfeited portion of the
award shall again become available for award under the Plan.

  c.      Other Adjustment.  In the event of any merger, reorganization,
          ----------------
consolidation, recapitalization, Share distribution or dividend, Share split or
combination, or other change in entity structure affecting the Shares, such
substitution or adjustment shall be made in the aggregate number, type and
issuer of the securities reserved for issuance under the Plan, in the number and
Option price of securities subject to outstanding Options granted under the Plan
and in the number and price of securities subject to other awards made under the
Plan, as may be determined to be appropriate by the Board in its sole
discretion, provided that the number of securities subject to any award shall
always be a whole number. The Board, in its sole discretion, shall make
appropriate equitable anti-dilution adjustments to the number of then-
outstanding SARs, and to the Fair Market Value upon which the value of such SARs
is based.

          SECTION 4.  Eligibility.  Employees, Directors and Associates of the
                      -----------
Company or its Subsidiaries are eligible to be granted awards under the Plan.
Directors who are not employees of the Company or a Subsidiary are eligible to
be granted awards under the Plan, but are not eligible to be granted Incentive
Stock Options.

          SECTION 5.  Options.  Options granted under the Plan may be of two
                      -------
types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options.  Options
may be granted alone, in addition to or in tandem with other awards granted
under the Plan.  Any Option granted under the Plan shall be in such form as the
Board may from time to time approve.

          The Board shall have the authority to grant any Participant eligible
under Section 4 Incentive Stock Options, Non-Qualified Stock Options, or both
types of Options (in

                                      -7-
<PAGE>

each case with or without SARs). To the extent that any Option does not qualify
as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option.

          Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Board shall deem appropriate;
provided, however, that the provisions of Option awards need not be the same
with respect to each Participant:

  a.        Option Price.  The exercise price per Share purchasable under a Non-
            ------------
Qualified Stock Option shall be determined by the Board.  The exercise price per
Share purchasable under an Incentive Stock Option shall not be less than 100% of
the Fair Market Value of the Share on the date of the grant.  However, any
Incentive Stock Option granted to any Participant who, at the time the Option is
granted, owns more than 10% of the voting power of all classes of shares of the
Company or of a Subsidiary shall have an exercise price per Share of not less
than 110% of Fair Market Value per Share on the date of the grant.

  b.      Option Term.  The term of each Option shall be fixed by the Board, but
          -----------
no Option shall be exercisable more than ten years after the date the Option is
granted.  However, any Incentive Stock Option granted to any Participant who, at
the time such Option is granted, owns more than 10% of the voting power of all
classes of shares of the Company or of a Subsidiary may not have a term of more
than five years.  No Option may be exercised by any person after expiration of
the term of the Option.

  c.      Exercisability.  Options shall vest and be exercisable at such time or
          --------------
times and subject to such terms and conditions as shall be determined by the
Board at the time of grant. If the Board provides, in its discretion, that any
Option is exercisable only in installments, the Board may waive such installment
exercise provisions at any time at or after grant, in whole or in part, based on
such factors as the Board shall determine, in its sole discretion.

  d.      Method of Exercise.  Subject to the exercise provisions under Section
          ------------------
5(c) and the termination provisions set forth in Sections 5(f) through (i),
Options may be exercised in whole or in part at any time and from time to time
during the term of the Option, by giving written notice of exercise to the
Company specifying the number of Shares to be purchased.  Such notice shall be
accompanied by payment in full of the purchase price, either by certified or
bank check, or such other instrument as the Board may accept.  As determined by
the Board, in its sole discretion, at or after grant, payment in full or in part
of the exercise price of an Option may be made in the form of unrestricted Stock
based on the Fair Market Value of the Shares on the date the Option is
exercised; provided, however, that, in the case of an Incentive Stock Option,
the right to make a payment in the form of already owned Shares may be
authorized only at the time the Option is granted.

                                      -8-
<PAGE>

  No Shares shall be issued upon exercise of an Option until full payment
therefor has been made.  A Participant shall not have the right to distributions
or dividends or any other rights of a shareholder with respect to Shares subject
to the Option until the Participant has given written notice of exercise, has
paid in full for such Shares, and, if requested, has given the representation
described in Section 13(a) hereof.

  e.      Non-transferability of Options.  No Option shall be transferable by
          ------------------------------
the Participant otherwise than by will or by the laws of descent and
distribution, and all Options shall be exercisable, during the Participant's
lifetime, only by the Participant or, in the event of his Disability, by his
personal representative.

  f.      Termination by Reason of Death.  Subject to Section 5(i), if a
          ------------------------------
Participant's service with the Company or any Subsidiary terminates by reason of
death, any Option held by such Participant may thereafter be exercised, to the
extent then exercisable or on such accelerated basis as the Board may determine
at or after grant, by the legal representative of the estate or by the legatee
of the Participant under the will of the Participant, for a period expiring (i)
at such time as may be specified by the Board at or after the time of grant, or
(ii) if not specified by the Board, then one year from the date of death, or
(iii) if sooner than the applicable period specified under (i) or (ii) above,
then upon the expiration of the stated term of such Option.

  g.      Termination by Reason of Disability. Subject to Section 5(i), if an
          -----------------------------------
Participant's service with the Company or any Subsidiary terminates by reason of
Disability, any Option held by such Participant may thereafter be exercised by
the Participant or his personal representative, to the extent it was exercisable
at the time of termination, or on such accelerated basis as the Board may
determine at or after grant, for a period expiring (i) at such time as may be
specified by the Board at or after the time of grant, or (ii) if not specified
by the Board, then one year from the date of termination of service, or (iii) if
sooner than the applicable period specified under (i) or (ii) above, then upon
the expiration of the stated term of such Option.

  h.      Termination for Cause.  If the Participant's employment is terminated
          ---------------------
for Cause, any Option held by such Participant shall immediately expire.

  i.  Other Termination.  Subject to Section 5(i), if a Participant's service
      -----------------
with the Company or any Subsidiary terminates for any reason other than death or
Disability, any Option held by such Participant may thereafter be exercised by
the Participant, to the extent it was exercisable at the time of such
termination or on such accelerated basis as the Board may determine at or after
the time of grant, for a period expiring (i) at such time as may be specified by
the Board at or after the time of grant, or (ii) if not specified by the Board,
then ninety (90) days from the date of termination of service, or (iii) if
sooner than the applicable period specified under (i) or (ii) above, then upon
the expiration of the stated term of such Option.

                                      -9-
<PAGE>

          j.  Change of Control.  In the event of a Change of Control, the Board
              -----------------
may, in its sole discretion, cause all outstanding options to immediately become
fully exercisable, may immediately and fully terminate such options without any
further obligation of the Company under such options whatsoever, or may take any
other or further action or combination of actions as it may determine with
respect to the exercisability or other terms of such options.

          k.  Incentive Stock Option Limitations.  To the extent required for
              ----------------------------------
"incentive stock option" status under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by
the Participant during any calendar year under the Plan and/or any other plan of
the Company or any Subsidiary shall not exceed $100,000.  For purposes of
applying the foregoing limitation, Incentive Stock Options shall be taken into
account in the order granted.

          l.  Cashless Exercise.  The Company may, in the sole discretion of the
              -----------------
Board, cooperate in a "cashless exercise" of an Option.  The cashless exercise
shall be effected by the Participant delivering to the Securities Broker
instructions to sell a sufficient number of Shares to cover the costs and
expenses associated therewith.

          SECTION 6.  Share Appreciation Rights.
                      -------------------------

          a.  Grant.  SARs may be granted alone ("Stand-Alone SARs") or in
              -----
conjunction with all or part of any Option granted under the Plan ("Tandem
SARs"). In the case of a Non-Qualified Stock Option, a Tandem SAR may be granted
either at or after the time of the grant of such Option.  In the case of an
Incentive Stock Option, a Tandem SAR may be granted only at the time of the
grant of such Option.

          b.  Exercise.
              --------

              (i) Tandem SARs.  A Tandem SAR or applicable portion thereof shall
                  -----------
terminate and no longer be exercisable upon the termination or exercise of the
related Option or portion thereof, except that, unless otherwise determined by
the Board, in its sole discretion at the time of grant, a Tandem SAR granted
with respect to less than the full number of Shares covered by a related Option
shall be reduced only after such related Option is exercised or otherwise
terminated with respect to the number of Shares not covered by the Tandem SAR.

          A Tandem SAR may be exercised by a Participant by surrendering the
applicable portion of the related Option, only at such time or times and to the
extent that the Option to which such Tandem SAR relates shall be exercisable in
accordance with the provisions of Section 5 and this Section 6.  Options which
have been so surrendered, in whole or in part, shall no longer be exercisable to
the extent the related Tandem SARs have been exercised.

                                      -10-
<PAGE>

          Upon the exercise of a Tandem SAR, a Participant shall be entitled to
receive, upon surrender to the Company of all (or a portion) of an Option in
exchange for cash and/or Shares, an amount equal to the excess of (A) the Fair
Market Value, as of the date such Option (or such portion thereof) is
surrendered, of the Shares covered by such Option (or such portion thereof) over
(B) the aggregate exercise price of such Option (or such portion thereof).

          Upon the exercise of a Tandem SAR, the Option or part thereof to which
such Tandem SAR is related, shall be deemed to have been exercised for the
purpose of the limitation set forth in Section 3 of the Plan on the number of
Shares to be issued under the Plan, but only to the extent of the number of
Shares issued under the Tandem SAR at the time of exercise based on the value of
the Tandem SAR at such time.

          A Tandem SAR may be exercised only if and when the Fair Market Value
of the Shares subject to the Option exceeds the exercise price of such Option.

             (ii) Stand-Alone SARs. A Stand-Alone SAR may be exercised by a
                  ----------------
Participant giving notice of intent to exercise to the Company, provided that
all or a portion of such Stand-Alone SAR shall have become vested and
exercisable as of the date of exercise.

          Upon the exercise of a Stand-Alone SAR, a Participant shall be
entitled to receive, in either cash and/or Shares, an amount equal to the
excess, if any, of (A) the Fair Market Value, as of the date such SAR (or
portion of such SAR) is exercised, of the Shares covered by such SAR (or portion
of such SAR) over (B) the Fair Market Value of the Shares covered by such SAR
(or a portion of such SAR ) as of the date such SAR  (or a portion of such SAR)
was granted.

          c.  Terms and Conditions. SARs shall be subject to such terms and
              --------------------
conditions, not inconsistent with the provisions of the Plan, as shall be
determined from time to time by the Board, in its sole discretion; provided,
however, that the provisions of SAR awards need not be the same with respect to
each Participant. Such terms and conditions include the following:

             (i) Non-Transferability.  No SAR shall be transferable by the
                 -------------------
Participant otherwise than by will or by the laws of descent and distribution
and all SARs shall be exercisable, during the Participant's lifetime, only by
the Participant or, in the event of his Disability, by his personal
representative.

             (ii) Term of SAR.  The term of each SAR shall be fixed by the
                  -----------
Board, provided that the term of a Tandem SAR shall be determined by the terms
of the applicable Option, and provided further that the term of a Stand-Alone
SAR shall be ten (10) years, unless another term is specified by the Board.

                                      -11-
<PAGE>

             (iii)  Exercisability.  SARs shall vest and be exercisable at such
                    --------------
time or times and subject to such terms and conditions as shall be determined by
the Board at the time of grant, provided that the term of a Tandem SAR shall be
determined by the terms of the applicable Option.  A Participant shall not have
any rights as a shareholder with respect to any SAR.

             (iv) Termination of Employment.  Unless otherwise specified in the
                  -------------------------
terms of an award, SARs shall be subject to the terms of Sections 5(f)-(i) with
respect to exercise upon termination of employment.

             (v) Change of Control.  In the event of a Change of Control, the
                 -----------------
Board may, in its sole discretion, cause all outstanding SARs to immediately
become fully exercisable, may immediately and fully terminate such SARs without
any further obligation of the Company under such SARs whatsoever, or may take
any other or further action or combination of actions as it may determine with
respect to the exercisability or other terms of such SARs.

          SECTION 7.   Restricted Stock.
                       ----------------

          a.  Administration.  Restricted Stock may be issued either alone or in
              --------------
addition to other awards granted under the Plan.  The Board shall determine the
persons to whom, and the time or times at which, grants of Restricted Stock will
be made, the number of Shares to be awarded, the price (if any) to be paid by
the recipient of Restricted Stock, the time or times within which such awards
may be subject to forfeiture, and all other conditions of the awards.

          The Board may condition the vesting of Restricted Stock upon the
attainment of specified performance goals or such other factors as the Board may
determine, in its sole discretion, at the time of the award.

          The provisions of Restricted Stock awards need not be the same with
respect to each Participant.

          b.  Awards and Certificates.  The prospective recipient of a
              -----------------------
Restricted Stock award shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
and has delivered a fully executed copy thereof to the Company, and has
otherwise complied with the applicable terms and conditions of such award.  The
purchase price for Restricted Stock may be zero.

          Each Participant receiving a Restricted Stock award shall be issued a
share certificate in respect of such Restricted Stock.  Such certificate shall
be registered in the name of such Participant, and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
award, substantially in the following form:

                                      -12-
<PAGE>

          "The transferability of this certificate and the shares represented
          hereby are subject to the terms and conditions (including forfeiture)
          of the ImageMax, Inc. 1997 Incentive Plan and an Agreement entered
          into between the registered owner and ImageMax, Inc.  Copies of such
          Plan and Agreement are on file in the principal offices of ImageMax,
          Inc. and will be made available to any Shareholder without charge upon
          request to the Secretary of the Company."

          The Board shall require that the share certificates evidencing
Restricted Stock be held in custody by the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock
award, the Participant shall have delivered to the Company a share power,
endorsed in blank, relating to the Shares covered by such award.

          c.  Restrictions and Conditions.  The Restricted Stock awarded
              ---------------------------
pursuant to this Section 7 shall be subject to the following restrictions and
conditions:

             (i) During a period set by the Board commencing with the date of
such award (the "Restriction Period"), the Participant shall not be permitted to
sell, transfer, pledge, assign or otherwise encumber Restricted Stock awarded
under the Plan. The Board, in its sole discretion, may provide for the lapse of
such restrictions in installments and may accelerate or waive such restrictions
in whole or in part, based on service, performance and/or such other factors or
criteria as the Board may determine, in its sole discretion.

             (ii) Except as provided in this paragraph (ii) and Section 7(c)(i),
once the Participant has been issued a certificate or certificates for
Restricted Stock, the Participant shall have, with respect to the Restricted
Stock, all of the rights of a shareholder of the Company, including the right to
vote the Shares, and the right to receive any cash distributions or dividends.
The Board, in its sole discretion, as determined at the time of award, may
permit or require the payment of cash distributions or dividends to be deferred
and, if the Board so determines, reinvested in additional Restricted Stock to
the extent Shares are available under Section 3 of the Plan.

             (iii) Subject to the applicable provisions of the award agreement
and this Section 7, upon termination of a Participant's service with the Company
for reasons other than death or Disability during the Restriction Period, all
Restricted Stock still subject to restriction shall be forfeited by the
Participant. Subject to the provisions of the Plan, the Board, in its sole
discretion, may provide for the lapse of such restrictions in installments and
may waive such restrictions, in whole or in part, at any time, based on such
factors as the Board shall deem appropriate in its sole discretion. Upon the
death or Disability of a Participant during the Restriction Period, restrictions
will lapse with respect to a percentage of the Restricted Stock award granted to
the Participant that is equal to the percentage of the Restriction Period that
has elapsed as of the date of death or the date on which such Disability
commenced (as determined by the Board in its sole discretion), and a share
certificate or share certificates representing such

                                      -13-
<PAGE>

Shares, without bearing the restrictive legend described in Section 7(b), shall
be delivered by the Company to the Participant or the Participant's estate, as
the case may be, in exchange for the share certificate or share certificates
that contain such restrictive legend.

             (iv) In the event of hardship or other special circumstances of a
Participant whose service with the Company is involuntarily terminated (other
than for Cause), the Board may, in its sole discretion, waive in whole or in
part any or all remaining restrictions with respect to such Participant's
Restricted Stock, based on such factors as the Board may deem appropriate.

             (v) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period, the
certificates for such Shares, without bearing the restrictive legend described
in Section 7(b), shall be promptly delivered by the Company to the Participant,
in exchange for the share certificate or share certificates that contain such
restrictive legend.

             (vi) Change of Control.  In the event of a Change in Control, the
                  -----------------
Board, in its sole discretion, may cause all Restricted Stock remaining subject
to forfeiture to immediately cease to be subject to forfeiture and a share
certificate or shares certificates representing such Shares, without bearing the
restrictive legend described in Section 7(b), shall be issued by the Company and
delivered to the Participant, in exchange for the share certificate or share
certificates that contain such restrictive legend.  Notwithstanding the
foregoing, in the event of a Change of Control, the Board may, in its sole
discretion, cause all outstanding Restricted Stock to immediately become fully
terminable without any further obligation of the Company under such Restricted
Stock whatsoever, or may take any other or further action or combination of
actions as it may determine with respect to the other terms of such Restricted
Stock.

          SECTION 8.  Long-Term Performance Awards.
                      ----------------------------

          a.  Awards and Administration.  Long-Term Performance Awards may be
              -------------------------
awarded either alone or in addition to other awards granted under the Plan.
Prior to award of a Long-Term Performance Award, the Board shall determine the
nature, length and starting date of the performance period (the "performance
period") for each Long-Term Performance Award.  Performance periods may overlap
and Participants may participate simultaneously with respect to Long-Term
Performance Awards that are subject to different performance periods and/or
different performance factors and criteria.  Prior to award of a Long-Term
Performance Award, the Board shall determine the performance objectives to be
used in awarding Long-Term Performance Awards and determine the extent to which
such Long-Term Performance Awards have been earned.  Performance objectives may
vary from Participant to Participant and between groups of Participants and
shall be based upon such Company, business unit and/or individual

                                      -14-
<PAGE>

performance factors and criteria as the Board may deem appropriate, including,
but not limited to, earnings per Share or return on equity.

          At the beginning of each performance period, the Board shall determine
for each Long-Term Performance Award subject to such performance period the
range of dollar values or number of Shares to be awarded to the Participant at
the end of the performance period if and to the extent that the relevant
measure(s) of performance for such Long-Term Performance Award is (are) met.
Such dollar values or number of Shares may be fixed or may vary in accordance
with such performance and/or other criteria as may be specified by the Board, in
its sole discretion.

          b.  Adjustment of Awards.  In the event of special or unusual events
              --------------------
or circumstances affecting the application of one or more performance objectives
to a Long-Term Performance Award, the Board may revise the performance
objectives and/or underlying factors and criteria applicable to the Long-Term
Performance Awards affected, to the extent deemed appropriate by the Board, in
its sole discretion, to avoid unintended windfalls or hardship.

          c.  Termination of Service.  Unless otherwise provided in the
              ----------------------
applicable award agreements, if a Participant terminates service with the
Company during a performance period because of death, Disability or Retirement,
such Participant (or his estate) shall be entitled to a payment with respect to
each outstanding Long-Term Performance Award at the end of the applicable
performance period:

             (i) based, to the extent relevant under the terms of the award,
upon the Participant's performance for the portion of such performance period
ending on the date of termination and the performance of the applicable business
unit(s) for the entire performance period, and

             (ii) pro-rated, where deemed appropriate by the Board, for the
portion of the performance period during which the Participant was employed by
or served on the Board of the Company, all as determined by the Board, in its
sole discretion.

          However, the Board may provide for an earlier payment in settlement of
such award in such amount and under such terms and conditions as the Board deems
appropriate, in its sole discretion.

          Except as otherwise determined by the Board, if a Participant
terminates service with the Company during a performance period for any other
reason, then such Participant shall not be entitled to any payment with respect
to the Long-Term Performance Awards subject to such performance period, unless
the Board shall otherwise determine, in its sole discretion.

                                      -15-
<PAGE>

          In the event of a Change of Control, the Board may, in its sole
discretion, cause all conditions applicable to the Long-Term Performance Award
to immediately terminate and a share certificate or share certificates
representing Shares subject  to such award, or cash, as the case may be, to be
issued and/or delivered to the Participant.  Notwithstanding the foregoing, in
the event of a Change of Control, the Board may, in its sole discretion, cause
all outstanding Long-Term Performance Awards to immediately become fully
terminable without any further obligation of the Company under such Long-Term
Performance Awards  whatsoever, or may take any other or further action or
combination of actions as it may determine with respect to the other terms of
such Long-Term Performance Awards.

          d.  Form of Payment.  The earned portion of a Long-Term Performance
              ---------------
Award may be paid currently or on a deferred basis, together with such interest
or earnings equivalent as may be determined by the Board, in its sole
discretion.  Payment shall be made in the form of cash or whole Shares,
including Restricted Stock, either in a lump sum payment or in annual
installments commencing as soon as practicable after the end of the relevant
performance period, all as the Board shall determine at or after grant.  If and
to the extent a Long-Term Performance Award is payable in Shares and the full
amount of such value is not paid in Shares, then the Shares representing the
portion of the value of the Long-Term Performance Award not paid in Shares shall
again become available for award under the Plan, subject to Section 3(b).  A
Participant whose Long-Term Performance Award is payable in Shares or Restricted
Stock shall not have any rights as a shareholder until such share certificate or
share certificates have been issued to such Participant, and, if requested, the
Participant has given the representation described in Section 13(a) hereof.
Prior to any payment, the Board shall certify that all of the performance goals
or other material terms of the award have been met.

          SECTION 9.  Performance Shares.
                      ------------------

          a.  Awards and Administration.  The Board shall determine the persons
              -------------------------
to whom and the time or times at which Performance Shares shall be awarded, the
number of Performance Shares to be awarded to any such person, the duration of
the period (the "performance period") during which, and the conditions under
which, receipt of the Shares will be deferred, and the other terms and
conditions of the award in addition to those set forth below.

          The Board may condition the receipt of Shares pursuant to a
Performance Share award upon the attainment of specified performance goals or
such other factors or criteria as the Board shall determine, in its sole
discretion.

          The provisions of Performance Share awards need not be the same with
respect to each Participant, and such awards to individual Participants need not
be the same in subsequent years.

                                      -16-
<PAGE>

          b.  Terms and Conditions.  Performance Shares awarded pursuant to this
              --------------------
Section 9 shall be subject to the following terms and conditions and such other
terms and conditions, not inconsistent with the terms of this Plan, as the Board
shall deem desirable:

             (i)   Conditions.  The Board, in its sole discretion, shall specify
                   ----------
the performance period during which, and the conditions under which, the receipt
of Shares covered by the Performance Share award will be deferred.

             (ii) Share Certificate.  At the expiration of the performance
                  -----------------
period, if the Board, in its sole discretion, determines that the conditions
specified in the Performance Share agreement have been satisfied, a share
certificate or share certificates evidencing the number of Shares covered by the
Performance Share award shall be issued and delivered to the Participant. A
Participant shall not be deemed to be the holder of Shares, or to have the
rights of a holder of Shares, with respect to the Performance Shares unless and
until a share certificate or share certificates evidencing such Shares are
issued to such Participant.

             (iii)  Death, Disability or Retirement.  Subject to the
                    -------------------------------
provisions of the Plan, if a Participant terminates service with the Company
during a performance period because of death, Disability or Retirement, such
Participant (or his estate) shall be entitled to receive, at the expiration of
the performance period, a percentage of Performance Shares that is equal to the
percentage of the performance period that had elapsed as of the date of
termination, provided that the Board, in its sole discretion, determines that
the conditions specified in the Performance Share agreement have been satisfied.
In such event, a share certificate or share certificates evidencing such Shares
shall be issued and delivered to the Participant or the Participant's estate, as
the case may be.

             (iv) Termination of Service.  Unless otherwise determined by the
                  ----------------------
Board at the time of grant, the Performance Shares will be forfeited upon a
termination of service during the performance period for any reason other than
death, Disability or Retirement.

             (v) Change of Control.  In the event of a Change in Control, the
                 -----------------
Board may, in its sole discretion, cause all conditions applicable to the
Performance Shares to immediately terminate and a share certificate or share
certificates evidencing Shares subject to the Share award to be issued and
delivered to the Participant. Notwithstanding the foregoing, in the event of a
Change of Control, the Board may, in its sole discretion, cause all outstanding
Performance Shares to immediately become fully terminable without any further
obligation of the Company under such Performance Shares whatsoever, or may take
any other or further action or combination of actions as it may determine with
respect to the other terms of such Performance Shares.

          SECTION 10.  Performance Units.
                       -----------------

                                      -17-
<PAGE>

          a.  Awards and Administration.  The Board shall determine the persons
              -------------------------
to whom and the time or times at which Performance Units shall be awarded, the
number of Performance Units to be awarded to any such person, the duration of
the period (the "performance period") 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 below.

          A Performance Unit shall have a dollar value, which shall be set from
time to time by the Board.

          The Board may condition the vesting of Performance Units upon the
attainment of specified performance goals or such other factors or criteria as
the Board shall determine, in its sole discretion.

          The provisions of Performance Unit awards need not be the same with
respect to each Participant, and such awards to individual Participants need not
be the same in subsequent years.

          b.  Terms and Conditions.  Performance Units awarded pursuant to this
              --------------------
Section 10 shall be subject to the following terms and conditions and such other
terms and conditions, not inconsistent with the terms of this Plan, as the Board
shall deem desirable:

             (i) Conditions.  The Board, in its sole discretion, shall
                 ----------
specify the performance period during which, and the conditions under which, the
Participant's right to Performance Units will be vested.

             (ii) Vesting.  At the expiration of the performance period, the
                  -------
Board, in its sole discretion, 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.

             (iii)  Death, Disability or Retirement.  Subject to the provisions
                    -------------------------------
of this Plan, if a Participant terminates service with the Company during a
performance period because of death, Disability or Retirement, such Participant
(or the Participant's estate) shall be entitled to receive, at the expiration of
the performance period, a cash distribution equal to the value of a percentage
of Performance Units that is equal to the percentage of the performance period
that had elapsed as of the date of termination, provided that the Board, in its
sole discretion, determines that the conditions specified in the Performance
Unit agreement have been satisfied, and payment thereof shall be made to the
Participant or the Participant's estate, as the case may be.

                                      -18-
<PAGE>

             (iv) Termination of Service.  Unless otherwise determined by the
                  ----------------------
Board at the time of grant, the Performance Units will be forfeited upon a
termination of service during the performance period for any reason other than
death, Disability or Retirement.

             (v) Change of Control.  In the event of a Change in Control, the
                 -----------------
Board, may, in its sole discretion, cause all conditions applicable to the
Performance Units to immediately terminate and cash representing the full amount
of such award to be paid to the Participant.  Notwithstanding the foregoing, in
the event of a Change of Control, the Board may, in its sole discretion, cause
all outstanding Performance Units to immediately become fully terminable without
any further obligation of the Company under such Performance Units whatsoever,
or may take any other or further action or combination of actions as it may
determine with respect to the other terms of such Performance Units.

          SECTION 11.  Amendments and Termination.  The Board may amend, alter
                       --------------------------
or discontinue the Plan at any time, but no amendment, alteration or
discontinuation shall be made which would impair the rights of a Participant
with respect to an Option, SAR, Restricted Stock, Long-Term Performance Award,
Performance Share or Performance Unit which has been granted under the Plan,
without the Participant's consent, or which, without the approval of such
amendment within one year (365 days) of its adoption by the Board, by a majority
of the votes cast at a duly held shareholder meeting at which a quorum
representing a majority of the Company's outstanding voting shares is present
(either in person or by proxy), would:

          a.  except as expressly provided in the Plan, increase the total
number of Shares reserved for the purposes of the Plan;

          b.  change the persons or class of persons eligible to participate in
the Plan; or

          c.  extend the maximum Option term under Section 5(b) of the Plan.

          The Board may substitute new Options for previously granted Options,
including previously granted Options having higher exercise prices.

          Subject to the above provisions, the Board shall have broad authority
to amend the Plan to take into account changes in applicable tax laws and
accounting rules, as well as other developments.

          SECTION 12.  Unfunded Status of Plan.  The Plan is intended to
                       -----------------------
constitute an "unfunded" plan for incentive and deferred compensation.  With
respect to any payments not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.  In its sole discretion, the
Board may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Shares or payments in lieu of
Shares or with respect to awards hereunder.

                                      -19-
<PAGE>

          SECTION 13.   General Provisions.
                        ------------------

          a.  The Board may require each person acquiring Shares or a Share-
based award under the Plan to represent to and agree with the Company in writing
that the Participant is acquiring the Shares or Share-based award for investment
purposes and without a view to distribution thereof and as to such other matters
as the Board believes are appropriate to ensure compliance with applicable
Federal and state securities laws.  The certificate evidencing such award and
any securities issued pursuant thereto may include any legend which the Board
deems appropriate to reflect any restrictions on transfer and compliance with
securities laws.

          All certificates for Shares or other securities delivered under the
Plan shall be subject to such share-transfer orders and other restrictions as
the Board may deem advisable under the rules, regulations, and other
requirements of the Securities Act of 1933, as amended, the Exchange Act, any
stock exchange upon which the Shares are then listed, and any other applicable
Federal or state securities laws, and the Board may cause a legend or legends to
be put on any such certificates to make appropriate reference to such
restrictions.

          b.  Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to shareholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

          c.   The adoption of the Plan shall not confer upon any employee of
the Company or a Subsidiary any right to continued employment with the Company
or such Subsidiary, nor shall it interfere in any way with the right of the
Company or such Subsidiary to terminate the employment of any of its employees
at any time.

          d.  No later than the date as of which an amount first becomes
includable in the gross income of the Participant for Federal income tax
purposes with respect to any award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Board regarding the
payment, of any Federal, state or local taxes of any kind required by law to be
withheld with respect to such amount.  Unless otherwise determined by the Board,
the minimum required withholding obligations may be settled with Shares,
including Shares that are part of the award that gives rise to the withholding
requirement.  The obligations of the Company under the Plan shall be conditional
on such payment or arrangements and the Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant.

                                      -20-
<PAGE>

          e.  At the time of grant of an award under the Plan, the Board may
provide that the Shares received as a result of such grant shall be subject to a
right of first refusal, pursuant to which the Participant shall be required to
offer to the Company any Shares that the Participant wishes to sell, with the
price being the then Fair Market Value of the Shares, subject to such other
terms and conditions as the Board may specify at the time of grant.

          f.  The reinvestment of distributions or dividends in additional
Restricted Stock (or in other types of Plan awards) at the time of any
distribution or dividend payment shall only be permissible if sufficient Shares
are available under Section 3 of the Plan for such reinvestment (taking into
account then outstanding Options and other Plan awards).

          g.  The Board shall establish such procedures as it deems appropriate
for a Participant to designate a beneficiary to whom any amounts payable in the
event of the Participant's death are to be paid.

          h.  The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania.

          SECTION 14. Effective Date of Plan.  This Plan shall become effective
                      ----------------------
on the date that it is adopted by the Board; provided, however, that it shall
                                             --------  -------
not be an Incentive Stock Option Plan if it is not approved, within one year
(365 days) of its adoption by the Board, by a majority of the votes cast at a
duly held shareholder meeting at which a quorum representing a majority of
Company's outstanding voting shares is present, either in person or by proxy.
The Board may make awards hereunder prior to approval of the Plan; provided,
                                                                   --------
however, that any and all Incentive Stock Options so awarded automatically shall
-------
be converted into Non-Qualified Stock Options if the Plan is not approved by
shareholders within 365 days of its adoption.

          SECTION 15. Term of Plan.  No Option, SAR, Restricted Stock, Long-Term
                      ------------
Performance Award, Performance Share or Performance Unit shall be granted
pursuant to the Plan on or after the tenth (10th) anniversary of the date of
shareholder approval of the Plan, but awards granted prior to such tenth (10th)
anniversary may extend beyond that date.

                                      -21-