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                                                                    EXHIBIT 10.1

                            U.S. LEGAL SUPPORT, INC.
                           1997 STOCK INCENTIVE PLAN


                                  I.  PURPOSE

     The purpose of the U.S. LEGAL SUPPORT, INC. 1997 STOCK INCENTIVE PLAN (the
"Plan") is to provide a means through which U.S. Legal Support, Inc., a Texas
corporation (the "Company"), and its subsidiaries, may attract able persons to
enter the employ of or provide services to the Company and its subsidiaries and
to provide a means whereby those persons upon whom the responsibilities of the
successful administration and management of the Company and its subsidiaries
rest, and whose present and potential contributions to the welfare of the
Company and its subsidiaries are of importance, can acquire and maintain stock
ownership, thereby strengthening their concern for the welfare of the Company
and its subsidiaries and their desire to remain in the Company's and its
subsidiaries' employ or continue to provide services thereto.  A further purpose
of the Plan is to provide employees, non-employee directors, and consultants
with additional incentive and reward opportunities designed to enhance the
profitable growth of the Company.  The Plan provides for granting Incentive
Stock Options and Nonqualified Stock Options, as is best suited to the
circumstances of the particular employee, non-employee director or consultant
as provided herein.

                               II.  DEFINITIONS

     The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

     (a) "Award" means, individually or collectively, any Incentive Stock Option
or Nonqualified Stock Option.

     (b) "Board" means the Board of Directors of the Company.

     (c) "Cause" shall mean (i) Grantee's willful, material and irreparable
breach of any agreement which governs the terms and conditions of his
employment; (ii) Grantee's gross negligence or gross incompetence in the
performance or intentional nonperformance (continuing for ten (10) days after
receipt of written notice of need to cure) of any of Grantee's material duties
and responsibilities; (iii) Grantee's willful dishonesty, fraud or misconduct
with respect to the business or affairs of the Company any Subsidiary which
materially and adversely affects the operations or reputation of the Company or
any Subsidiary; (iv) Grantee's conviction of a felony crime; or (v) chronic
alcohol abuse or illegal drug abuse by Grantee.

     (d) "Change of Control" means the occurrence of any of the following
events:  (i) the Company shall not be the surviving entity in any merger,
consolidation or other reorganization (or 
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survives only as a subsidiary of an entity other than a previously wholly-owned
subsidiary of the Company), (ii) the Company sells, leases or exchanges all or
substantially all of its assets to any other person or entity (other than a
wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved
and liquidated, (iv) any person or entity, including a "group" as contemplated
by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control
(including, without limitation, power to vote) of more than 50% of the
outstanding shares of the Company's voting stock (based upon voting power), or
(v) as a result of or in connection with a contested election of directors, the
persons who were directors of the Company before such election shall cease to
constitute a majority of the Board.

     (e) "Code" means the Internal Revenue Code of 1986, as amended.  Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to any section and any regulations under such section.

     (f) "Committee" means the Compensation Committee of the Board which shall
be (i) constituted so as to permit the Plan to comply with Rule 16b-3 and (ii)
constituted solely of "outside directors," within the meaning of section 162(m)
of the Code and applicable interpretive authority thereunder.

     (g) "Company" means U.S. Legal Support, Inc. and any successor thereto.

     (h) "Consultant" means any person who is engaged to perform services for
the Company or its Subsidiaries, other than as an employee or Director.

     (i) "Director" means an individual elected to the Board by the stockholders
of the Company or by the Board under applicable corporate law who is serving on
the Board on the date the Plan is adopted by the Board or is elected to the
Board after such date.

     (j) An "employee" means any person (including an officer or a Director) in
an employment relationship with the Employer.

     (k) "Employer" means the Company or any Subsidiary.

     (l) "Fair Market Value" of the Stock on a given date shall be based upon:
(i) if the Stock is listed on a national securities exchange or quoted in an
interdealer quotation system, the last sales price or, if unavailable, the
average of the closing bid and asked prices per share of the Stock on such date
(or, if there was no trading or quotation in the Stock on such date, on the next
preceding date on which there was trading or quotation) as provided by one of
such organizations; or (ii) if the Stock is not listed on a national stock
exchange or quoted in an interdealer quotation system, as 

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determined by the Committee in good faith in its sole discretion; provided,
however, that the "fair market value" of Stock on the date on which shares of
Stock are first issued and sold pursuant to a registration statement filed with
and declared effective by the Securities and Exchange Commission (the
"Registration Statement") shall be the Initial Public Offering price of the
shares so issued and sold, as set forth in the first final prospectus used in
such offering.

     (m) "Grantee" means an employee, Director or Consultant who has been
granted an Award.

     (n) "Incentive Stock Option" means an incentive stock option within the
meaning of section 422(b) of the Code.

     (o) "1934 Act" means the Securities Exchange Act of 1934, as amended.

     (p) "Nonqualified Stock Option" means an option granted under Paragraph VII
of the Plan to purchase Stock which does not constitute an Incentive Stock
Option.

     (q) "Option" means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Stock and Nonqualified Stock
Options to purchase Stock.

     (r) "Option Agreement" means a written agreement between the Company and a
Grantee with respect to an Option.

     (s) "Plan" means the U.S. Legal Support, Inc. 1997 Stock Incentive Plan, as
amended from time to time.

     (t) "Rule 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
such may be amended from time to time, and any successor rule, regulation or
statute fulfilling the same or a similar function.

     (u) "Stock" means the common stock, $0.01 par value of the Company.

     (v) "Subsidiary" means any corporation or entity of which more than 50% of
the outstanding securities or ownership interests having ordinary voting power
to elect a majority of the members of the Board of Directors, or persons in
similar capacity of such corporation or entity, is, directly or indirectly owned
by the Company.

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                 III.  EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall be effective upon the date of its adoption by the Board,
provided that the Plan is approved by the stockholders of the Company within
twelve months thereafter.  No further Awards may be granted under the Plan after
the expiration of ten years from the date of its adoption by the Board.  The
Plan shall remain in effect until all Awards granted under the Plan have been
satisfied or expired.

                              IV.  ADMINISTRATION

     (a) Committee.  The Plan shall be administered by the Committee.

     (b) Powers.  Subject to the provisions of the Plan, the Committee shall
have sole authority, in its discretion, to determine which employees, Directors
or Consultants shall receive an Award, the time or times when such Award shall
be made, whether an Incentive Stock Option or Nonqualified Stock Option shall be
granted and the number of shares of Stock which may be issued under each Option.
In making such determinations the Committee may take into account the nature of
the services rendered by the respective employees, Directors or Consultants,
their present and potential contributions to the Employer's success and such
other factors as the Committee in its discretion shall deem relevant.

     (c) Additional Powers.  The Committee shall have such additional powers as
are delegated to it by the other provisions of the Plan.  Subject to the express
provisions of the Plan, the Committee is authorized to construe the Plan and the
respective agreements executed thereunder, to prescribe such rules and
regulations relating to the Plan as it may deem advisable to carry out the Plan,
and to determine the terms, restrictions and provisions of each Award, including
such terms, restrictions and provisions as shall be requisite in the judgment of
the Committee to cause designated Options to qualify as Incentive Stock Options,
and to make all other determinations necessary or advisable for administering
the Plan.  The Committee may correct any defect or supply any omission or
reconcile any inconsistency in any agreement relating to an Award in the manner
and to the extent it shall deem expedient to carry it into effect.  The
determinations of the Committee on the matters referred to in this Article IV
shall be conclusive.

     (d) Expenses.  All expenses and liabilities incurred by the Committee in
the administration of this Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants or other persons to assist the
Committee in the carrying out of its duties hereunder.

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                         V.  STOCK SUBJECT TO THE PLAN

     (a) Stock Grant and Award Limits.  The Committee may from time to time
grant Awards to one or more employees, Directors or Consultants determined by it
to be eligible for participation in the Plan in accordance with the provisions
of Paragraph VI.  Subject to Paragraph IX, the aggregate number of shares of
Stock that may be issued under the Plan shall not exceed 750,000 shares.  Shares
of Stock shall be deemed to have been issued under the Plan only to the extent
actually issued and delivered pursuant to an Award.  To the extent that an Award
lapses or the rights of its Grantee terminate, any shares of Stock subject to
such Award shall again be available for the grant of an Award.  Separate stock
certificates shall be issued by the Company for those shares acquired pursuant
the exercise of an Incentive Stock Option and for those shares acquired pursuant
to the exercise of a Nonqualified Stock Option.

     (b) Stock Offered.  The stock to be offered pursuant to the grant of an
Award may be authorized but unissued Stock or Stock previously issued and
outstanding and reacquired by the Company.

                               VI.  ELIGIBILITY

     Awards may be granted only to persons who, at the time of grant, are
employees, Directors or Consultants.  An Award may be granted on more than one
occasion to the same person, and, subject to the limitations set forth in the
Plan, such Award may include an Incentive Stock Option or a Nonqualified Stock
Option.

                              VII. STOCK OPTIONS

     (a) Option Period.  The term of each Option shall be as specified by the
Committee at the date of grant.

     (b) Limitations on Exercise of Option.  An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

     (c) Special Limitations on Incentive Stock Options.  To the extent that the
aggregate Fair Market Value (determined at the time the respective Incentive
Stock Option is granted) of Stock with respect to which Incentive Stock Options
are exercisable for the first time by an individual during any calendar year
under all incentive stock option plans of the Company and its Subsidiaries
exceeds $100,000, such Incentive Stock Options shall be treated as Nonqualified
Stock Options as determined by the Committee.  The Committee shall determine, in
accordance with applicable provisions of the Code, Treasury Regulations and
other administrative pronouncements, which of 

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an optionee's Incentive Stock Options will not constitute Incentive Stock
Options because of such limitation and shall notify the optionee of such
determination as soon as practicable after such determination. No Incentive
Stock Option shall be granted to an individual if, at the time the Option is
granted, such individual owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of its parent or
subsidiary corporation, within the meaning of section 422(b)(6) of the Code,
unless (i) at the time such Option is granted the option price is at least 110%
of the Fair Market Value of the Stock subject to the Option and (ii) such Option
by its terms is not exercisable after the expiration of five years from the date
of grant.

     (d) Option Agreement.  Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code.  An Option Agreement may provide for the payment
of the option price, in whole or in part, in cash or by the delivery of a number
of shares of Stock (plus cash if necessary) having a Fair Market Value equal to
such option price.  Moreover, an Option Agreement may provide for a "cashless
exercise" of the Option by establishing procedures whereby the Grantee, by a
properly-executed written notice, directs (i) an immediate market sale or margin
loan respecting all or a part of the shares of Stock to which he is entitled
upon exercise pursuant to an extension of credit by the Company to the Grantee
of the option price, (ii) the delivery of the shares of Stock from the Company
directly to a brokerage firm and (iii) the delivery of the option price from the
sale or margin loan proceeds from the brokerage firm directly to the Company.
Such Option Agreement may also include, without limitation, provisions relating
to (i) vesting of Options, subject to the provisions hereof accelerating such
vesting on a Change of Control,  (ii) tax matters (including provisions (y)
permitting the delivery of additional shares of Stock or the withholding of
shares of Stock from those acquired upon exercise to satisfy federal or state
income tax withholding requirements and (z) dealing with any other applicable
employee wage withholding requirements), and (iii) any other matters not
inconsistent with the terms and provisions of this Plan that the Committee shall
in its sole discretion determine.  The terms and conditions of the respective
Option Agreements need not be identical.

     (e) Option Price and Payment.  The price at which a share of Stock may be
purchased upon exercise of an Option shall be determined by the Committee, but
(i) such purchase price shall not be less than the Fair Market Value of Stock
subject to an Incentive Stock Option on the date the Incentive Stock Option is
granted and (ii) such purchase price shall be subject to adjustment as provided
in Paragraph IX.  The Option or portion thereof may be exercised by delivery of
an irrevocable notice of exercise to the Company.  The purchase price of the
Option or portion thereof shall be paid in full in the manner prescribed by the
Committee.

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     (f) Stockholder Rights and Privileges.  The Grantee shall be entitled to
all the privileges and rights of a stockholder only with respect to such shares
of Stock as have been purchased under the Option and for which certificates of
stock have been registered in the Grantee's name.

     (g) Options in Substitution for Stock Options Granted by Other
Corporations.  Options may be granted under the Plan from time to time in
substitution for stock options held by individuals employed by corporations who
become employees as a result of a merger or consolidation of the employing
corporation with the Company or any Subsidiary, or the acquisition by the
Company or a Subsidiary of the assets of the employing corporation, or the
acquisition by the Company or a Subsidiary of stock of the employing corporation
with the result that such employing corporation becomes a Subsidiary.

                  VIII.  EXERCISE OF OPTIONS UPON TERMINATION

     (a) Upon the termination of a Grantee's relationship with the Company and
its Subsidiaries, the period during which such Grantee may exercise any
outstanding and then exercisable installments of his Options shall not exceed:
(i) if such termination is due to death or permanent and total disability
(within the meaning of Section 22(3)(3) of the Code), one year from the date of
such termination, and (ii) in all other cases, three months (six months for Non-
Employee Directors) from the date of such termination, provided, however, that
in no event shall the period extend beyond the expiration of the Option term.
Notwithstanding the foregoing, all Options shall immediately terminate upon a
termination of a Grantee's employment if the Committee determines, in its sole
discretion, that such termination is for Cause.

     (b) In no event shall any Option be exercisable for more than the maximum
number of shares that the Grantee was entitled to purchase at the date of
termination of the relationship with the Company and its Subsidiaries.

     (c) The Committee may, in its discretion, extend the period of
exercisability set forth in clause (i) and (ii) in paragraph (a) above,
provided, however, that such period may not be extended for Options to Non-
Employee Directors.

     (d) The sale of any Subsidiary shall be treated as a termination of
employment with respect to any Grantee employed by such Subsidiary.

     (e) Subject to the foregoing, in the event of death, Options may be
exercised by a Grantee's legal representative.

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                    IX.  RECAPITALIZATION OR REORGANIZATION

     (a) The shares with respect to which Awards may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Award theretofore granted, the Company shall effect a subdivision or
consolidation by the Company, the number of shares of Stock with respect to
which such Award may thereafter be exercised or satisfied, as applicable, (i) in
the event of an increase in the number of outstanding shares shall be
proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased.

     (b) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Award theretofore granted the
Grantee shall be entitled to (or entitled to purchase, if applicable) under such
Award, in lieu of the number of shares of Stock then covered by such Award, the
number and class of shares of stock and securities to which the Grantee would
have been entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitalization, the Grantee had been the holder of record of the
number of shares of Stock then covered by such Award.

     (c) The Board, in its sole discretion, may allow all outstanding Options of
a Grantee to immediately vest and become exercisable in the event of a Change of
Control.

     (d) In the event of changes in the outstanding Stock by reason of
recapitalization, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Award and not otherwise provided for by this Paragraph IX,
any outstanding Awards and any agreements evidencing such Awards shall be
subject to adjustment by the Committee at its discretion as to the number and
price of shares of Stock subject to such Awards.  In the event of any such
change in the outstanding Stock, the aggregate number of shares available under
the Plan may be appropriately adjusted by the Committee, whose determination
shall be conclusive.

     (e) The existence of the Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities ahead of or
affecting Stock or the rights thereof, the dissolution or liquidation of the
Company or any sale, lease, exchange or other disposition of all or any part of
its assets or business or any other corporate act or proceeding.

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     (f) Any adjustment provided for in Subparagraphs (a), (b), (c) or (d) above
shall be subject to any required stockholder action.

     (g) Except as hereinbefore expressly provided, the issuance by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares of obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Stock subject to Awards theretofore granted or the purchase price per
share, if applicable.

                   X.  AMENDMENT AND TERMINATION OF THE PLAN

     The Board in its discretion may terminate the Plan at any time with respect
to any shares for which Awards have not theretofore been granted.  The Board
shall have the right to alter or amend the Plan or any part thereof from time to
time; provided that no change in any Award theretofore granted may be made which
would impair the rights of the Grantee without the consent of the Grantee
(unless such change is required in order to cause the benefits under the Plan to
qualify as performance-based compensation within the meaning of section 162(m)
of the Code and applicable interpretive authority thereunder), and provided,
further, that the Board may not, without approval of the stockholders, amend the
Plan:

     (a) to increase the maximum number of shares which may be issued on
exercise of an Award, except as provided in Paragraph IX;

     (b) to change the class of employees eligible to receive Awards or
materially increase the benefits accruing to employees under the Plan;

     (c) to extend the maximum period during which Awards may be granted under
the Plan;

     (d) to modify materially the requirements as to eligibility for
participation in the Plan; or

     (e) to decrease any authority granted to the Committee hereunder in
contravention of Rule 16b-3.

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                              XI.  MISCELLANEOUS

     (a) No Right to An Award.  Neither the adoption of the Plan by the Company
nor any action of the Board or the Committee shall be deemed to give an employee
any right to be granted an Award to purchase Stock, or any of the rights
hereunder except as may be evidenced by an Option Agreement on behalf of the
Company, and then only to the extent and on the terms and conditions expressly
set forth therein.

     (b) No Employment Rights Conferred.  Nothing contained in the Plan shall
(i) confer upon any employee any right with respect to continuation of
employment with any Employer or (ii) interfere in any way with the right of any
Employer to terminate an employee's employment at any time.

     (c) Other Laws; Withholding.  The Plan, the grant and exercise of an
Option, and the obligation of the Company to sell and deliver shares shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any governmental or regulatory agency as may be required.  The
Company shall not be obligated to issue any Stock pursuant to any Award granted
under the Plan at any time when the shares covered by such Award have not been
registered under the Securities Act of 1933 and such other state and federal
laws, rules or regulations as the Company or the Committee deems applicable and,
in the opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for the
issuance and sale of such shares.  Unless the Awards and Stock covered by this
Plan have been registered under the Securities Act of 1993, or the Company has
determined that such registration is unnecessary, each Grantee exercising an
Award under this Plan may be required by the Company to give representation in
writing that such Grantee is acquiring such shares for his or her own account
for investment and not with a view to, or for sale in connection with, the
distribution of any part thereof.  No fractional shares of Stock shall be
delivered, nor shall any cash in lieu of fractional shares be paid.  The Company
shall have the right to deduct in connection with all Awards any taxes required
by law to be withheld and to require any payments required to enable it to
satisfy its withholding obligations.

     (d) No Restriction on Corporate Action.  Nothing contained in the Plan
shall be construed to prevent the Company, an Affiliate or any Subsidiary from
taking any corporate action which is deemed by the Company, an Affiliate or any
Subsidiary to be appropriate or in its best interest, whether or not such action
would have an adverse effect on the Plan or any Award made under the Plan.  No
employee, beneficiary or other person shall have any claim against the Company,
an Affiliate or any Subsidiary as a result of any such action.

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     (e) Restrictions on Transfer.  An Award shall not be transferable otherwise
than by will or the laws of descent and distribution and shall be exercisable
during the Grantee's lifetime only by such Grantee or the Grantee's guardian or
legal representative.

     (f) Beneficiary Designation.  Each Grantee may name, from time to time, any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit.  Each designation will revoke all
prior designations by the same Grantee, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Grantee in writing with
the Committee during his lifetime.  In the absence of any such designation,
benefits remaining unpaid at the Grantee's death shall be paid to his estate.

     (g) Rule 16b-3.  It is intended that the Plan and any grant of an Award
made to a person subject to Section 16 of the 1934 Act meet all of the
requirements of Rule 16b-3.  If any provision of the Plan or any such Award
would disqualify the Plan or such Award under, or would otherwise not comply
with, Rule 16b-3, such provision or Award shall be construed or deemed amended
to conform to Rule 16b-3.

     (h) Section 162(m).  If the Plan is subject to Section 162(m) of the Code,
it is intended that the Plan comply fully with and meet all the requirements of
Section 162(m) of the Code so that Options granted hereunder shall constitute
"performance-based" compensation within the meaning of such section.  If any
provision of the Plan would disqualify the Plan or would not otherwise permit
the Plan to comply with Section 162(m) as so intended, such provision shall be
construed or deemed amended to conform to the requirements or provisions of
Section 162(m); provided that no such construction or amendment shall have an
adverse effect on the economic value to a Grantee of any Award previously
granted hereunder.

     (i) Indemnification. Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with the
Company's approval, or paid by him in satisfaction of any judgment in any such
action, suit, or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights or indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

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     (j) Governing Law.  This Plan shall be construed in accordance with the
laws of the State of Texas.

     IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by the Board, _________________________________________________ has
caused this document to be duly executed in its name and behalf by its proper
officer thereunto duly authorized as of this ____ day of _________, 1997.

                                            U.S. LEGAL SUPPORT, INC.
 


                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

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