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                                                                    EXHIBIT 10.1

                          EDUTREK INTERNATIONAL, INC.
                   AMENDED AND RESTATED 1997 INCENTIVE PLAN

     The following plan has been amended to reflect the changes effected by
Amendment No. 1 adopted by the Board of Directors on September 25, 1998 and
approved by the shareholders on October 29, 1998 and Amendment No. 2 adopted by
the Board of Directors on October 16, 1998.

SECTION 1. GENERAL PURPOSE OF PLAN;  DEFINITIONS.

     The name of this plan is the EduTrek International, Inc. 1997 Incentive
Plan (the "Plan").  The purpose of the Plan is to enable EduTrek International,
Inc. (the "Company") and its Subsidiaries and Affiliates to attract and retain
employees and directors who contribute to the Company's success by their
ability, ingenuity and industry, and to enable such employees and directors to
participate in the long-term success and growth of the Company through an equity
interest in the Company.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     a.  "Affiliate" means any corporation (other than a Subsidiary),
partnership, joint venture or any other entity in which the Company owns,
directly or indirectly, at least a 10 percent beneficial ownership interest.

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

     c.  "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's willful
misconduct or dishonesty, any of which is harmful to the business or reputation
of the Company or any Subsidiary or Affiliate.

     d.  "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto and the Treasury Regulations and rulings promulgated
thereunder.

     e.  "Committee" means a committee of the Board appointed for the purpose of
administering the Plan, which committee shall at all times consist of two or
more Non-Employee Directors.

     f.  "Commission" means the U.S. Securities and Exchange Commission.

     g.  "Company" means EduTrek International, Inc., a corporation organized
under the laws of the State of Georgia (or any successor corporation).

     h.  "Disability" means total and permanent disability as determined under
the Company's long term disability program.

     i.  "Early Retirement" means retirement from active employment with the
Company, any Subsidiary and any Affiliate pursuant to the early retirement
provisions of the applicable company pension plan.
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     j.  "Eligible Employee" means a person regularly employed by the Company or
a Subsidiary and who is responsible for or contributes to the management, growth
and/or profitability of the business of the Company or a Subsidiary.

     k.  "Eligible Participant" means an Eligible Employee or a Non-Employee
Director.

     l.  "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor thereto.

     m.  "Fair Market Value" means, as of any given date, the mean between the
high "bid" and low "ask" prices as of the close of business for the Company's
Stock in the over-the-counter market, as reported by the Nasdaq Stock Market (or
other national quotation service), or, if the Stock is registered on a national
securities exchange, the closing price of the Stock on such national securities
exchange or, if neither traded in the over-the-counter market nor listed on a
national securities exchange, then the fair market value as determined by the
Board or the Committee, but in no case less than the par value of such Stock.

     n.  "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

     o.  "Non-Employee Director" means a member of the Board who is not a
regular salaried employee of the Company or one of its Subsidiaries.  As it
relates to the members of the Committee and for the purpose of Sections 2 and 10
of the Plan, "Non-Employee Director" shall have the meaning set forth in Rule
16b-3(b) (3) as promulgated by the Commission under the Securities Exchange Act
of 1934, as amended, or any successor definition adopted by the Commission.

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

     q.  "Normal Retirement" means retirement from active employment with the
Company, any Subsidiary, and any Affiliate on or after the normal retirement
date specified in the applicable company pension plan.

     r.  "Performance "ward" means an award of shares of Stock or cash pursuant
to Section 9 contingent upon achieving certain performance goals.

     s.  "Plan" means this 1997 Incentive Plan.

     t.  "Restricted Stock" means an award of shares of Stock that are subject
to restrictions under Section 8.

     u.  "Retirement" means Normal or Early Retirement.

     v.  "Stock" means the Class A Common Stock of the Company.

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     w.  "Stock Appreciation Right" means a right granted under Section 7 which
entitles the holder to receive a cash payment or an award of Stock in an amount
equal to the difference between (i) the Fair Market Value of the Stock covered
by such right at the date the right is granted, unless otherwise determined by
the Board or the Committee pursuant to Section 7 and (ii) the Fair Market Value
of the Stock covered by such right at the date the right is exercised multiplied
by the number of shares covered by the right.

     x.  "Stock Option" means any option to purchase shares of Stock granted to
Eligible Employees or Eligible Participants under the Plan.

     y.  "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2. ADMINISTRATION.

     The Plan shall be administered by the Board or the Committee.  Subject to
the provisions of Section 10 of the Plan, the Board or the Committee shall have
the power and authority to grant to Eligible Employees or Eligible Participants,
pursuant to the terms of the Plan: (i) Incentive Stock Options; (ii) Non-
Qualified Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock;
or (v) Performance Awards.

     In particular, the Board or the Committee shall have the authority:

     (i)    to select the Eligible Employees or Eligible Participants to whom
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock, or Performance Awards or a combination of the foregoing from
time to time will be granted hereunder;

     (ii)   to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, or
Performance Awards or a combination of the foregoing, are to be granted
hereunder;

     (iii)  to determine the number of shares of Stock to be covered by each
such award granted hereunder;

     (iv)   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 option price per share, any restriction on any Stock Option or other award
and/or the shares of Stock relating thereto based on performance and/or such
other factors as the Board or the Committee may determine, in its sole
discretion, and any vesting acceleration features based on performance and/or
such other factors as the Board or the Committee may determine, in its sole
discretion;

     (v)    to determine whether, to what extent and under what circumstances
Stock and other amounts payable with respect to an award under this Plan shall
be deferred either automatically or at

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the election of a participant, including providing for and determining the
amount (if any) of deemed earnings on any deferred amount during any deferral
period.

     Subject to Section 12, the Board or the Committee 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); and to otherwise supervise the administration
of the Plan.

     All decisions made by the Board or the Committee pursuant to the provisions
of the Plan shall be final and binding on all persons, including the Company and
Plan participants.

SECTION 3. STOCK SUBJECT TO PLAN.

     The total number of shares of Stock reserved and available for distribution
under the Plan shall be 1,200,000.  Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares.

     If any shares of Stock that have been subject to option cease to be subject
to option, or if any shares subject to any Restricted Stock award granted
hereunder are forfeited or such award is otherwise terminated, such shares shall
again be available for distribution in connection with future awards under the
Plan.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in the number and option
price of shares subject to outstanding Stock Options granted under the Plan and
in the number of shares subject to Restricted Stock awards granted under the
Plan as may be determined to be appropriate by the Board or the Committee, in
its sole discretion, provided that the number of shares subject to any award
shall always be a whole number.  Such adjusted option price shall also be used
to determine the amount payable by the Company upon the exercise of any Stock
Appreciation Right associated with any Stock Option.

SECTION 4. ELIGIBILITY.

     Awards granted pursuant to Section 5 hereunder shall be granted only to
Eligible Employees. Awards granted pursuant to Sections 6, 7, 8 and 9 shall be
granted only to Eligible Participants.  Awards granted pursuant to Section 10
shall be granted only to Non-Employee Directors who are serving as members of
the Committee.  The optionees and participants under the Plan shall be selected
from time to time by the Board or the Committee, in its sole discretion, from
among those eligible, and the Board or the Committee shall determine, in its
sole discretion, the number of shares covered by each award or grant.

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SECTION 5. INCENTIVE STOCK OPTIONS.

     Incentive Stock Options may be granted either alone or in addition to other
awards granted under the Plan.  Any Incentive Stock Option granted under the
Plan shall be in such form as the Board or the Committee may from time to time
approve, and the provisions of Incentive Stock Option awards need not be the
same with respect to each optionee.

     The Board or the Committee shall have the authority to grant any Eligible
Employee Incentive Stock Options (with or without Stock Appreciation Rights)
except that Incentive Stock Options shall not be granted to employees of an
Affiliate.  To the extent that any Stock Option does not qualify as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Stock Option.

     Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code.  Notwithstanding the foregoing, in the event an optionee
voluntarily disqualifies an option as an Incentive Stock Option within the
meaning of Section 422 of the Code, the Board or the Committee may, but shall
not be obligated to, make such additional grants, awards or bonuses as the Board
or the Committee shall deem appropriate, to reflect the tax savings to the
Company which results from such disqualification.

     Incentive Stock Options granted under the Plan shall be evidenced by
agreements to be consistent with and subject to the following terms and
conditions and shall contain such additional terms and conditions, consistent
with the terms of the Plan, as the Board or the Committee shall deem desirable:

          (a)  Option Price.  The option price per share of Stock purchasable
     under an Incentive Stock Option shall be not less than the Fair Market
     Value of the Stock on the date of the grant of the Incentive Stock Option;
     provided, however, that the option price per share of an Incentive Stock
     Option granted to an individual who, at the time the option is granted,
     owns directly or indirectly more than ten percent (10%) of the total
     combined voting power of all classes of stock of the Company (a "Ten
     Percent Owner"), shall be not less than one hundred ten percent (110%) of
     the Fair Market Value on the date the option is granted.

          (b)  Option Term.  The term of each Incentive Stock Option shall be
     fixed by the Board or the Committee, but no Incentive Stock Option shall be
     exercisable more than ten years after the date such option is granted.
     Notwithstanding the foregoing, no Incentive Stock Option granted to a Ten
     Percent Owner shall be exercisable more than five (5) years from the date
     of grant of the option.

          (c)  Exercisability.  Subject to paragraph (j) of this Section 5,
     Incentive Stock Options shall be exercisable at such time or times and
     subject to such terms and conditions as shall be determined by the Board or
     the Committee at grant.  If the Board or the Committee provides, in its
     discretion, that any Incentive Stock Option is exercisable only in

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     installments, the Board or the Committee may waive such installment
     exercise provision at any time in whole or in part based on performance
     and/or such other factors as the Board or the Committee may determine in
     its sole discretion.

          (c)  Method of Exercise.  Incentive Stock Options may be exercised in
     whole or in part at any time during the option period, by giving written
     notice of exercise to the Company specifying the number of shares to be
     purchased, accompanied by payment in full of the purchase price, in cash,
     by check or such other instrument as may be acceptable to the Board or the
     Committee.  As determined by the Board or the Committee, in its sole
     discretion, at or after grant, payment in full or in part may also be made
     in the form of unrestricted Stock owned by the optionee (based on the Fair
     Market Value of the Stock on the date the option is exercised).  An
     optionee shall have the right to dividends or other rights of a stockholder
     with respect to shares subject to the option only when the optionee has
     given written notice of exercise and has paid in full for such shares.

          (d)  Non-transferability of Options.  No Incentive Stock Option shall
     be transferable by the Optionee otherwise than by will or by the laws of
     descent and distribution.  All Incentive Stock Options shall be
     exercisable, during the optionee's lifetime, only by the optionee.

          (e)  Termination by Death. Unless otherwise determined by the Board or
     the Committee at grant, if any optionee's employment with the Company, any
     Subsidiary, and any Affiliate terminates by reason of death, the Incentive
     Stock Option may thereafter be immediately exercised, to the extent then
     exercisable (or on such accelerated basis as the Board or the Committee
     shall determine at or after grant), by the legal representative of the
     estate or by the legatee of the optionee under the will of the optionee,
     for a period of three years from the date of such death or until the
     expiration of the stated term of such Incentive Stock Option, whichever
     period is the shorter.

          (f)  Termination by Reason of Disability.  Unless otherwise determined
     by the Board or the Committee at grant, if any optionee's employment with
     the Company, any Subsidiary and any Affiliate terminates by reason of
     Disability, any Incentive Stock Option held by such optionee may thereafter
     be exercised, to the extent it was exercisable at the time of termination
     due to Disability (or on such accelerated basis as the Board or Committee
     shall determine at or after grant), but may not be exercised after three
     years from the date of such termination of employment or the expiration of
     the stated term of such Incentive Stock Option, whichever period is the
     shorter; provided, however, that, if the optionee dies within such three-
     year period, any unexercised Incentive Stock Option held by such optionee
     shall thereafter be exercisable to the extent to which it was exercisable
     at the time of death for a period of twelve months from the date of such
     death or for the stated term of such Incentive Stock Option, whichever
     period is the shorter.  In the event of termination of employment by reason
     of Disability, if an Incentive Stock Option is exercised after the
     expiration of the exercise periods that apply for purposes of Section 422
     of the Code, such Stock Option will thereafter be treated as a Non-
     Qualified Stock Option.

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          (g)  Termination by Reason of Retirement.  Unless otherwise determined
     by the Board or the Committee at grant, if any optionee's employment with
     the Company, any Subsidiary and any Affiliate terminates by reason of
     Normal or Early Retirement, any Incentive Stock Option held by such
     optionee may thereafter be exercised to the extent it was exercisable at
     the time of such Retirement (or on such accelerated basis as the Board or
     the Committee shall determine at or after grant), but may not be exercised
     after three years from the date of such termination of employment or the
     expiration of the stated term of such Incentive Stock Option, whichever
     period is the shorter; provided, however, that, if the optionee dies within
     such three-year period any unexercised Incentive Stock Option held by such
     optionee shall thereafter be exercisable, to the extent to which it was
     exercisable at the time of death, for a period of twelve months from the
     date of such death or for the stated term of the Incentive Stock Option,
     whichever period is the shorter.  In the event of termination of employment
     by reason of Retirement, if an Incentive Stock Option is exercised after
     the exercise periods that apply for purposes of Section 422 of the Code,
     such Stock Option will thereafter be treated as a Non-Qualified Stock
     Option.

          (h)  Other Termination.  Unless otherwise determined by the Board or
     the Committee at grant, if an optionee's employment with the Company, any
     Subsidiary and any Affiliate terminates for any reason other than death,
     Disability or Normal or Early Retirement, the Incentive Stock Option shall
     thereupon terminate, except that such option may be exercised for the
     lesser of three months from the date of termination or the balance of such
     option's term if the optionee's employment with the Company, any Subsidiary
     and any Affiliate is involuntarily terminated by the optionee's employer
     without Cause.

          (i)  Limit on Value of Incentive Stock Option First Exercisable
     Annually. To the extent that the aggregate Fair Market Value (determined at
     the time the option is granted) of shares of Stock with respect to which
     Incentive Stock Options are exercisable for the first time by an individual
     during any calendar year (under all of the Company's option plans) exceeds
     $100,000, such options shall be treated as Non-Qualified Stock Options.

SECTION 6. NON-QUALIFIED STOCK OPTIONS.

     The Board or the Committee may grant to Eligible Participants options under
the Plan which are not Incentive Stock Options under the provisions of Section
422 of the Code.  Such Non-Qualified Stock Options shall be evidenced by
agreements in such form and consistent with this Plan as the Board or the
Committee shall approve from time to time, which agreements shall contain in
substance the same terms and conditions as set forth in Section 5 hereof with
respect to Incentive Stock Options (except that references to employment with
the Company shall be deemed to mean service on the Board); provided, however,
that the limitations set forth in Sections 5(a), 5(b) or 5(i) shall not be
applicable to Non-Qualified Stock Options.  Payment of the option exercise price
for a Non-Qualified Stock Option may be made in the form of Restricted Stock
owned by the optionee, in which case the shares received upon the exercise of
such Non-Qualified Stock Option shall be restricted or deferred, as the case may
be, in accordance with the original term of the Restricted Stock award in
question, except that the Board or the Committee may direct that such
restrictions or deferral provisions shall apply only to the number of such
shares equal to the number of shares of Restricted Stock surrendered 

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upon the exercise of such option. No shares of unrestricted Stock shall be
issued until full payment therefor has been made.

SECTION 7. STOCK APPRECIATION RIGHTS.

     (a)  Grant and Exercise When Granted in Conjunction With Stock Options.
Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option granted under the Plan and may contain terms and conditions
different from those of the related Stock Option, except as otherwise provided
below.  In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of the grant of such Non-Qualified Stock Option.  In
the case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Incentive Stock Option.

     A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that,
unless otherwise provided by the Board or the Committee at the time of grant, a
Stock Appreciation Right granted with respect to less than the full number of
shares covered by a related Stock Option shall only be reduced if and to the
extent that the number of shares covered by the exercise or termination of the
related Stock Option exceeds the number of shares not covered by the Stock
Appreciation Right.

     A Stock Appreciation Right may be exercised by an optionee, in accordance
with paragraph (d) of this Section 7, by surrendering the applicable portion of
the related Stock Option.  Upon such exercise and surrender, the optionee shall
be entitled to receive an amount determined in the manner prescribed in
paragraph (d) of this Section 7.  Stock Options which have been so surrendered,
in whole or in part, shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

     (b)  Grant and Exercise When Granted in Tandem With Stock Option.  Stock
Appreciation Rights may be granted in tandem either at the time of grant of a
Non-Qualified Stock Option or at any time during the term of such Stock Option.
Stock Appreciation Rights are not permitted to be granted in tandem with an
Incentive Stock Option under this Plan.

     A Stock Appreciation Right may be exercised at any time to the extent that
the Stock Option to which it relates is then exercisable, and shall be subject
to the conditions applicable to such Stock Option.  When a Stock Appreciation
Right is exercised in accordance with Section 7(d), the Stock Option to which it
relates shall cease to be exercisable to the extent of the number of shares with
respect to which the Stock Appreciation Right is exercised.  Similarly, when an
option is exercised, the Stock Appreciation Right relating to the shares covered
by such Stock Option exercise shall terminate.  Any Stock Appreciation Right
which is outstanding on the last day of the term of the Stock Option to which it
is related shall be automatically exercised on such date for cash or Stock, as
determined by the Board or the Committee, without any action by the optionee.

     (c)  Grant and Exercise When Granted Alone.  Stock Appreciation Rights may
be granted at the discretion of the Board or the Committee in a manner not
related to an award of a Stock Option.  A Stock Appreciation Right granted under
this Section 7(c) is not exercisable for a period of six 

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months from the date of grant, unless a longer period is otherwise determined by
the Board or the Committee. The Stock Appreciation Right, granted under Section
7(c), shall be exercisable in accordance with Section 7(d) over a period not to
exceed ten years. Any Stock Appreciation Right which is outstanding on the last
day of the exercisable period shall be automatically exercised on such date for
cash or Stock, as determined by the Board or the Committee, without any action
by the holder.

     (d)  Terms and Conditions.  Stock Appreciation Rights 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 or the Committee, including
the following:

          (i)   Stock Appreciation Rights granted pursuant to Section 7(a) and
     7(b) shall be exercisable only at such time or times and to the extent that
     the Stock Options to which the Stock Appreciation Rights relate shall be
     exercisable in accordance with the provisions of Sections 5 and 6 and this
     Section 7 of the Plan; provided, however, that any Stock Appreciation Right
     granted subsequent to the grant of the related Stock Option shall not be
     exercisable during the first six months of the term of the Stock
     Appreciation Right, except that this additional limitation shall not apply
     in the event of death or Disability of the optionee prior to the expiration
     of the six-month period.

          (ii)  Upon the exercise of a Stock Appreciation Right granted pursuant
     to Section 7(a) or 7(b), an optionee shall be entitled to receive an amount
     in cash or shares of Stock equal in value to the excess of the Fair Market
     Value of one share of Stock over the option price per share specified in
     the related Stock Option multiplied by the number of shares in respect of
     which the Stock Appreciation Right shall have been exercised, with the
     Board or the Committee having the right to determine the form of payment.
     Upon the exercise of a Stock Appreciation Right granted pursuant to Section
     7(c), the holder shall be entitled to receive an amount in cash or shares
     of Stock equal in value to the excess of the Fair Market Value of one share
     of Stock over the Fair Market Value of one share of Stock at the date the
     Stock Appreciation Right was granted multiplied by the number of shares in
     respect of which the Stock Appreciation Right shall have been exercised,
     with the Board or the Committee having the right to determine the form of
     payment.

          (iii) No Stock Appreciation Right shall be transferable by the holder
     otherwise than by will or the laws of descent and distribution.  All Stock
     Appreciation Rights shall be exercisable, during the holder's lifetime,
     only by the holder.

          (iv)  Upon the exercise of a Stock Appreciation Right granted pursuant
     to Section 7(a) or Section 7(b), the Stock Option or part thereof to which
     such Stock Appreciation Right 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 of Stock to be issued under the Plan.

          (v)   A Stock Appreciation Right granted in connection with an
     Incentive Stock Option pursuant to Section 7(a), may be exercised only if
     and when the market price of the Stock subject to the Incentive Stock
     Option exceeds the exercised price of such Stock Option. 

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          (vi)   In its sole discretion, the Board or the Committee may provide,
     at the time of grant of a Stock Appreciation Right under this Section 7,
     that such Stock Appreciation Right can be exercised only in the event of a
     "Change of Control" and/or a "Potential Change of Control" (as defined in
     Section 14 below).

          (vii)  The Board or the Committee, in its sole discretion, may also
     provide that in the event of a "Change of Control" and/or a "Potential
     Change of Control" (as defined in Section 14 below) the amount to be paid
     upon the exercise of a Stock Appreciation Right shall be based on the
     "Change of Control Price" (as defined in Section 14 below).

          (viii) Any exercise by a participant of all or a portion of a Stock
     Appreciation Right for cash, may only be made during the period beginning
     on the third business day following the date of the Company's release of
     its quarterly or annual summary statements of sales and earnings to the
     public and ending on the twelfth business day following such date;
     provided, however, that the foregoing shall not apply to any exercise by a
     participant of a Stock Appreciation Right for cash where the date of
     exercise is automatic or fixed in advance under the Plan and is outside the
     control of the participant.

SECTION 8.  RESTRICTED STOCK.

     (a)  Administration.  Shares of Restricted Stock may be issued either alone
or in addition to other awards granted under the Plan.  The Board or the
Committee shall determine the Eligible Participants 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
(subject to Section 8(b) hereof), the time or times within which such awards may
be subject to forfeiture, and all other conditions of the awards.  However, in
no event shall any restriction, including risk of forfeiture, attach to the
Restricted Stock for a term to exceed ten years from the date such Stock was
granted.  The Board or the Committee may also condition the grant of Restricted
Stock upon the attainment of specified performance goals, or such other criteria
as the Board or the Committee may determine, in its sole discretion.  The
provisions of Restricted Stock awards need not be the same with respect to each
recipient.

     (b)  Awards and Certificates.  The prospective recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the then applicable
terms and conditions.

          (i)  Awards of Restricted Stock must be accepted within a period of 60
     days (or such shorter period as the Board or the Committee may specify)
     after the award date by executing a Restricted Stock Award Agreement and
     paying whatever price, if any, is required.

          (ii) Each participant who is awarded Restricted Stock shall be issued
     a stock certificate in respect of such shares of Restricted Stock.  Such
     certificate shall be registered in the name 

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     of the participant, and shall bear an appropriate legend referring to the
     terms, conditions, and restrictions applicable to such award, substantially
     in the following form:

               "The transferability of this certificate and the shares of stock
          represented hereby are  subject to the terms and conditions (including
          forfeiture) of the E Holdings, Inc. 1997 Incentive Plan and a
          Restricted Stock Agreement entered into between  the registered owner
          and EduTrek International, Inc.  Copies of such Plan and Agreement are
          on file in the offices of EduTrek International, Inc., 3340 Peachtree
          Road, Suite 2000, Atlanta, Georgia 30326."

          (iii) The Board or the Committee shall require that the stock
     certificates evidencing such shares 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 a stock power,
     endorsed in blank, relating to the Stock covered by such award.

     (c) Restrictions and Conditions.  The shares of Restricted Stock awarded
pursuant to this Section 8 shall be subject to the following restrictions and
conditions:

          (i)   Subject to the provisions of this Plan and Restricted Stock
     Award Agreements, during the period of six months after the award or such
     longer period as may be set by the Board or the Committee commencing on the
     grant date (the "Restriction Period"), the participant shall not be
     permitted to sell, transfer, pledge or assign shares of Restricted Stock
     awarded under the Plan. Within these limits, the Board or the Committee
     may, in its sole discretion, provide for the lapse of such restrictions in
     installments and may accelerate or waive such restrictions in whole or in
     part based on performance and/or such other factors as the Board or the
     Committee may determine, in its sole discretion.

          (ii)  Except as provided in paragraph (c)(i) of this Section 8, the
     participant shall have, with respect to the shares of Restricted Stock, all
     of the rights of a stockholder of the Company, including the right to
     receive any dividends.

          Dividends paid in cash with respect to shares of Restricted Stock
     shall not be subject to any restrictions or subject to forfeiture.
     Dividends paid in stock of the Company or stock received in connection with
     a stock split with respect to Restricted Stock shall be subject to the same
     restrictions as on such Restricted Stock.  Certificates for shares of
     unrestricted Stock shall be delivered to the participant promptly after,
     and only after, the period of forfeiture shall expire without forfeiture in
     respect of such shares of Restricted Stock.

          (iii) Subject to the provisions of the Restricted Stock Award
     Agreement and this Section 8, upon termination of employment for any reason
     during the Restriction Period, all shares still subject to restriction
     shall be forfeited by the participant, and the participant shall only
     receive the amount, if any, paid by the participant for such forfeited
     Restricted Stock.

          (iv)  In the event of special hardship circumstances of a participant
     whose employment is involuntarily terminated (other than for Cause), the
     Board or the Committee may, in it sole 

                                     -12-
<PAGE>
 
     discretion, waive in whole or in part any or all remaining restrictions
     with respect to such participant's shares of Restricted Stock.

SECTION 9.  PERFORMANCE AWARDS.

     (a)  Administration.  Shares of Stock or a payment in cash may be
distributed under the Plan upon the attainment of achievement objectives to a
participant as a Performance Award.  The Board or the Committee shall determine
the Eligible Participants to whom the Performance Award is granted, the terms
and conditions of the achievement objectives, the term of the performance
period, and the level and form of the payment of the Performance Award.

     (b)  Achievement Objectives.  The Board or the Committee, at its sole
discretion may establish, under this Section 9, achievement objectives either in
terms of Company-wide objectives or in terms of objectives that are related to
the specific performance of the participant or the division, subsidiary,
department or function within the Company in which the participant is engaged.
A minimum level of acceptance, at the discretion of the Board or the Committee,
may be established.

     If at the end of the performance period the specified objectives have been
attained, the participant is deemed to have fully earned the Performance Award.
If such achievement objectives have not been attained, the participant is deemed
to have partly earned the Performance Award and becomes eligible to receive a
portion of the total award, as determined by the Board or the Committee.  If a
required minimum level of achievement has not been met, the participant is
entitled to no portion of the Performance Award.  The Company may adjust the
payment of awards or the achievement objectives if events occur or circumstances
arise which would cause a particular payment or set of achievement objectives to
be inappropriate as a measure of performance.

     (c)  Terms and Conditions.  A participant to whom a Performance Award has
been granted is given achievement objectives to be reached over a specified
period, the "performance period." Generally this period shall be not less than
one year but in no case shall the period exceed five years.

     Any participant granted a Performance Award pursuant to this Section 9 who
by reason of death, disability or retirement terminates his position with the
Company before the end of the performance period is entitled to receive a
portion of any earned Performance Award.

     A participant who terminates his position with the Company for any other
reason forfeits all rights under the Performance Award.

SECTION 10.  PARTICIPATION OF NON-EMPLOYEE DIRECTOR COMMITTEE MEMBERS.

     Each Non-Employee Director serving on the Committee shall be eligible to
receive awards granted pursuant to Sections 6, 7, 8 and 9 of the Plan only upon
authorization and approval of the Board or the stockholders of the Company.

SECTION 11.  LOAN PROVISIONS.

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<PAGE>
 
     With the consent of the Board or the Committee, the Company may make, or
arrange for, a loan or loans to an Eligible Employee or Eligible Participant
with respect to the exercise of any Stock Option granted under the Plan and/or
with respect to the payment of the purchase price, if any, of any Restricted
Stock awarded hereunder.  The Board or the Committee shall have full authority
to decide whether to make a loan or loans hereunder and to determine the amount,
term and provisions of any such loan or loans, including the interest rate to be
charged in respect of any such loan or loans, whether the loan or loans are to
be with or without recourse against the borrower, the terms on which the loan is
to be repaid and the conditions, if any, under which the loan or loans may be
forgiven.

SECTION 12.  AMENDMENTS AND TERMINATION.

     The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the right of an
optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, or Performance Award theretofore granted, without the
optionee's or participant's consent, or which without the approval of the
shareholders would (i) except as expressly provided in this Plan, increase the
total number of shares reserved for the purpose of the Plan or (ii) change the
catergory or class of employees eligible to receive Incentive Stock Options
under the Plan.

     The Plan may at any time or from time to time be terminated, modified or
amended by the affirmative vote of not less than a majority of the votes
entitled to be cast thereon by the Company's stockholders.  The Board or the
Committee may amend the terms of any award or option theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any holder without his consent.  The Board or the Committee may also substitute
new Stock Options for previously granted Stock Options including options granted
under other plans applicable to the participant and previously granted Stock
Options having higher option prices.

SECTION 13.  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 or optionee by the Company, nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company.  In its sole discretion, the Board or the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or a payment in lieu of or with respect
to awards hereunder, provided, however, that the existence of such trusts or
other arrangements is consistent with the unfunded status of the Plan.

SECTION 14.  CHANGE OF CONTROL.

     The following acceleration and valuation provisions shall apply in the
event of a "Change of Control" or "Potential Change of Control," as defined in
this Section 14:

     (a)  In the event of a "Change of Control" as defined in paragraph (b) of
this Section 14, unless otherwise determined by the Board or the Committee in
writing at or after grant, but prior to the occurrence of such Change of
Control, or, if and to the extent so determined by the Board or the 

                                     -14-
<PAGE>
 
Committee in writing at or after grant (subject to any right of approval
expressly reserved by the Board or the Committee at the time of such
determination) in the event of a "Potential Change of Control," as defined in
paragraph (c) of this Section 14:

          (i)   any Stock Appreciation Rights and any Stock Options awarded
     under the Plan which have been outstanding for at least six months, if not
     previously exercisable and vested shall become fully exercisable and
     vested;

          (ii)  with the exception of the six month restriction in Section
     8(c)(i), the restrictions and deferral limitations applicable to any
     Restricted Stock award under the Plan shall lapse and such shares and
     awards shall be deemed fully vested; and

          (iii) the value of all outstanding Stock Options, Stock Appreciation
     Rights, Restricted Stock or Performance Awards shall, to the extent
     determined by the Board or the Committee at or after grant, be cashed out
     on the basis of the "Change of Control Price" (as defined in paragraph (d)
     of this Section 14) as of the date the Change of Control occurs or
     Potential Change of Control is determined to have occurred, or such other
     date as the Board or the Committee may determine prior to the Change of
     Control or Potential Change of Control.

     (b)  For purpose of paragraph (a) of this Section 14, a "Change of Control"
means the happening of any of the following:

          (i)   when any "person," as such term used in Section 13(d) and 14(d)
     of the Exchange Act (other than Steven Bostic or any affiliate of Steven
     Bostic, the Company or a Subsidiary or any Company employee benefit plan
     (including its trustee)), is or becomes the "beneficial owner" (as defined
     in Rule 13d-3 under the Exchange Act), directly or indirectly of securities
     of the Company representing 20 percent or more of the combined voting power
     of the Company's then outstanding securities;

          (ii)  when, during any period of two consecutive years during the
     existence of the Plan, the individuals who, at the beginning of such
     period, constitute the Board cease, for any reason other than death, to
     constitute at least a majority thereof, unless each director who was not a
     director at the beginning of such period was elected by, or on the
     recommendation of, at least two-thirds of the directors at the beginning of
     such period; or

          (iii) the occurrence of a transaction requiring stockholder approval
     for the acquisition of the Company by an entity other than the Company or a
     Subsidiary through purchase of assets, or by merger, or otherwise.

     (c)  For purposes of paragraph (a) of this Section 14, a "Potential Change
of Control" means the happening of any of the following:

          (i)   the entering into an agreement by the Company, the consummation
     of which would result in a Change of Control of the Company as defined in
     paragraph (b) of this Section 14; or

                                     -15-
<PAGE>
 
          (ii)  the acquisition of beneficial ownership, directly or indirectly,
     by any entity, person or group (other than Steven Bostic or any affiliate
     of Steven Bostic, the Company or a Subsidiary or any Company employee
     benefit plan (including its trustee)) of securities of the Company
     representing five percent or more of the combined voting power of the
     Company's outstanding securities and the adoption by the Board of Directors
     of a resolution to the effect that a Potential Change of Control of the
     Company has occurred for purposes of this Plan.

     (d)  For purposes of this Section 14, "Change of Control Price" means the
highest price per share paid in any transaction reported on the Nasdaq Stock
Market or the New York Stock Exchange Composite Tape, whichever then applies to
the Stock, or paid or offered in any transaction related to a potential or
actual Change of Control of the Company at any time during the preceding 60 day
period as determined by the Board or the Committee, except that in the case of
Incentive Stock Options and Stock Appreciation Rights relating to Incentive
Stock Options, such price shall be based only on transactions reported for the
date on which the Board or the Committee decides to cash out such options.

SECTION 15.  GENERAL PROVISIONS.

     (a)  All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the Board or the
Committee may deem advisable under the rules, regulations, and other
requirements of the Commission, any stock exchange upon which the Stock is then
listed, and any applicable federal or state securities law, and the Board or the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions.

     (b)  Nothing set forth in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any employee or director of the Company, any Subsidiary or any
Affiliate, any right to continued employment (or, in the case of a director,
continued retention as a director) with the Company, a Subsidiary or an
Affiliate, as the case may be, nor shall it interfere in any way with the right
of the Company, a Subsidiary or an Affiliate to terminate the employment of any
of its employees at any time.

     (c)  Each participant shall, no later than the date as of which the value
of an award first becomes includable in the gross income of the participant for
federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Board or the Committee regarding payment of, any federal,
state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under the Plan shall be conditional on
such payment or arrangements and the Company (and, where applicable, its
Subsidiaries and Affiliates), 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. A participant may irrevocably elect to have the withholding tax
obligations or, in the case of all awards hereunder except Stock Options which
have related Stock Appreciation Rights, if the Board or the Committee so
determines, any additional tax obligation with respect to any awards

                                     -16-
<PAGE>
 
hereunder satisfied by (a) having the Company withhold shares of Stock otherwise
deliverable to the participant with respect to the award or (b) delivering to
the Company shares of unrestricted Stock.

     (d)  At the time of grant or purchase, the Board or the Committee may
provide in connection with any grant or purchase made under this Plan that the
shares of Stock received as a result of such grant or purchase shall be subject
to a right of first refusal, pursuant to which the participant shall be required
to offer the Company any shares that the participant wishes to sell, with the
price being the then Fair Market Value of the Stock, subject to provisions of
Section 15 hereof and to such other terms and conditions as the Board or the
Committee may specify at the time of grant.

     (e)  No member of the Board or the Committee, nor any officer or employee
of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.

SECTION 16.  EFFECTIVE DATE OF PLAN.

     The Plan shall be effective on the date it is approved by a majority vote
of the Company's stockholders.

SECTION 17.  TERM OF PLAN.

     No Stock Option, Stock Appreciation Right, Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary of
the date of stockholder approval, but awards theretofore granted may extend
beyond that date.

                                     -17-