Exhibit 10.30

                               HAGLER BAILLY, INC.
                   EMPLOYEE INCENTIVE AND NON-QUALIFIED STOCK
                        OPTION AND RESTRICTED STOCK PLAN

                         Originally Adopted May 17, 1995

             Amended and Restated, Effective as of December 31, 1996

                             Amended March 11, 1997

                              Amended July 22, 1998


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                                TABLE OF CONTENTS

                               HAGLER BAILLY, INC.
                   EMPLOYEE INCENTIVE AND NON-QUALIFIED STOCK
                        OPTION AND RESTRICTED STOCK PLAN




Section 1.  Purposes. .........................................................1


Section 2.  Definitions. ......................................................1


Section 3.  Participation......................................................4


Section 4.  Administration. ...................................................5


Section 5.  Eligibility. ......................................................6


Section 6.  Stock Subject to the Plan. ........................................6


Section 7.  Terms and Conditions of Options. ..................................6


Section 8.  Restricted Stock. ................................................10


Section 9.  Determination of Fair Market Value Per Share of Common Stock......10
           

Section 10.  Adjustments......................................................11


Section 11.  Rights as a Stockholder..........................................11


Section 12.  Time of Awarding Options. .......................................12


Section 13.  Modification, Extension and Renewal of Option. ..................12


Section 14.  Purchase for Investment and Other Restrictions. .................12


Section 15.  Transferability. ................................................13


Section 16.  Other Provisions. ...............................................13


Section 17.  Power of Board in Case of Change of Control. ....................13
             

Section 18.  Amendment of the Plan. ..........................................14


Section 19.  Application of Funds. ...........................................14


Section 20.  No Obligation to Exercise Option. ...............................14


Section 21.  Approval of Stockholders. .......................................14


Section 22.  Conditions Upon Issuance of Shares. .............................14


Section 23.  Reservation of Shares. ..........................................15


Section 24.  Stock Option and Stock Purchase Agreements. .....................15


Section 25.  Taxes, Fees, Expenses and Withholding of Taxes. .................15


Section 26.  Notice. .........................................................16


Section 27.  No Enlargement of Awardee Rights.................................16


Section 28.  Information to Awardees. ........................................16


Section 29.  Availability of Plan. ...........................................16


Section 30.  Invalid Provisions. .............................................16


Section 3 1.  Applicable Law. ................................................17
             

Section 32.  Board Action. ...................................................17









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17

                               HAGLER BAILLY, INC.
                   EMPLOYEE INCENTIVE AND NON-QUALIFIED STOCK
                        OPTION AND RESTRICTED STOCK PLAN


Section 1. Purposes.

     The Hagler Bailly,  Inc. Employee Incentive and Non-Qualified  Stock Option
and Restricted  Stock Plan (the "Plan") was originally  adopted on May 17, 1995.
The Plan was amended and  restated,  effective  December 31, 1996.  The plan was
amended further on March 11, 1997 and on July 22, 1998. The purposes of the Plan
are (a) to recognize and  compensate  selected key  Employees of Hagler  Bailly,
Inc. (the "Company") and its  Subsidiaries who contribute to the development and
success of the Company and its  Subsidiaries;  (b) to maintain  the  competitive
position of the Company and its  Subsidiaries  by  attracting  and retaining key
Employees; and (c) to provide incentive compensation to such key Employees based
upon the Company's performance, as measured by the appreciation in Common Stock.
The Options  granted  pursuant to the Plan are  intended  to  constitute  either
Incentive  Stock  Options  within the  meaning of  section  422 of the Code,  or
non-qualified stock options, as determined by the Committee,  or the Board if no
Committee has been appointed,  at the time of Award. The type of Options awarded
will be specified in the Option Agreement  between the Company and the Optionee.
The terms of this Plan  shall be  incorporated  in the  Option  Agreement  to be
executed by the Optionee.

Section 2. Definitions.

     (a)  "Affiliate"  shall  mean,  with  respect  to a Person,  a Person  that
directly or indirectly controls, or is controlled by, or is under common control
with such Person.

     (b)  "Award"  shall  mean a grant of an  Option or  Options  or an award of
Restricted  Stock to an Employee  pursuant to the provisions of this Plan.  Each
separate  grant of an Option or Options to an Employee,  and each separate award
of Restricted Stock, and each group of Options which matures on a separate date,
is treated as a separate Award.

     (c) "Awardee" shall mean an Employee to whom an Award is made.

     (d)  "Board"  shall  mean  the  Board  of  Directors  of  the  Company,  as
constituted from time to time.

     (e) "Change of  Control"  shall mean a change in the control of the Company
which  shall  be  deemed  to have  occurred  upon the  earliest  to occur of the
following:  (i) the date the  stockholders  of the  Company  (or the  Board,  if
stockholder action is not required) approve a plan or other arrangement pursuant
to which the  Company  will be  dissolved  or  liquidated,  or (ii) the date the
stockholders of the Company approve a definitive  agreement to sell or otherwise
dispose of all or substantially  all of the assets of the Company,  or (iii) the
date  the  stockholders  of the  Company  and  the  stockholders  of  the  other
constituent corporations (or their respective boards of directors, if and to the
extent that  stockholder  action is not  required)  have  approved a  definitive
agreement to merge or consolidate the Company with or into another  corporation,
other than,  in either case, a merger or  consolidation  of the Company in which
the Company is the surviving entity, and in which shares of the Company's voting
capital stock  outstanding  immediately  before such merger or consolidation are
exchanged  or  converted  into  shares  which  represent  more  than  50% of the
Company's  voting  capital  stock  after such merger or  consolidation,  as such
holders' ownership of voting capital stock of the Company immediately before the
merger  or  consolidation,  or (iv)  the  date any  Person,  other  than (A) the
Company,  or (B)  any of its  Subsidiaries,  or (C)  any of the  holders  of the
capital  stock of the  Company,  as  determined  on the date  that  this Plan is
adopted  by the Board,  or (D) any  employee  benefit  plan (or  related  trust)
sponsored or  maintained  by the Company or any of its  Subsidiaries  or (E) any
Affiliate of any of the foregoing,  shall have acquired beneficial ownership of,
or shall have  acquired  voting  control  over more than 50% of the  outstanding
shares of the Company's voting capital stock (on a fully diluted basis),  unless
the transaction pursuant to which such Person acquired such beneficial ownership
or control  resulted from the original  issuance by the Company of shares of its
voting  capital  stock and was approved by at least a majority of the  directors
then in office.

     (f) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (g)  "Committee"  shall  mean  the  Committee  appointed  by the  Board  in
accordance with Section 4(a) 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 taken hereunder
by, the Board.

     (h) "Common  Stock" shall mean common stock of the Company,  $.01 par value
per Share.

     (i) "Company" shall mean Hagler Bailly, Inc., a Delaware corporation.

     (j) "Covenant Not to Compete"  shall mean the  noncompetition  covenant set
forth in Section  10 of the  Stockholders  Agreement  or (if an Awardee is not a
party  thereto)  otherwise  applicable  to the  Awardee  and the  Company or its
Subsidiaries.

     (k)  "Disability"  shall mean a  disability  of an  employee,  officer or a
director which renders such employee,  officer 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,  officer 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 an Optionee is Disabled shall be made
by the Board, whose determination shall be conclusive;  provided that, (i) if an
Optionee is bound by the terms of an Employment  Agreement  between the Optionee
and the  Company,  whether the Optionee 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) an
Optionee  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.

     (l) "Employee"  shall mean any person employed by the Company or any of its
Subsidiaries  on whose behalf wages are reported on IRS Form W-2.  Additionally,
solely for purposes of deter-mining  those persons eligible under the Plan to be
recipients of Awards of Options, which Options shall be limited to non-qualified
stock  options or  Restricted  Stock,  and not for the purpose of affecting  the
status  of the  relationship  between  such  person  and the  Company,  the term
"Employee"  shall include  independent  contractors  of and  consultants  to the
Company,  as well as  members  of the  Board or of the board of  directors  of a
Subsidiary.

     (m)  "Exchange  Act" shall mean The  Securities  Exchange  Act of 1934,  as
amended.

     (n) "Fair  Market  Value Per Share"  shall mean the fair market  value of a
share of Common Stock, as determined pursuant to Section 9 hereof.

     (o) "Grant Date" means (i) the effective date of registration under Section
12 of the Exchange Act of a class of equity  securities  of the Company and (ii)
each date thereafter  prescribed  under the Company's  Articles of Incorporation
and By-laws for the election of directors  which falls before the earlier of (A)
the date six months after the termination of such registration, or (B) the tenth
anniversary of the date on which this Plan is adopted by the Board.

     (p)  "Incentive  Stock  Option"  shall mean an Option which is an incentive
stock option as described in Section 422 of the Code.

     (q)  "Non-Employee  Director"  shall  have the  meaning  set  forth in Rule
16b-3(b)(3)(i)  promulgated by the Securities and Exchange  Commission under the
Exchange Act, or any successor definition adopted by the Securities and Exchange
Commission.

     (r)  "Option(s)"  shall mean an Incentive  Stock Option or a  non-qualified
stock option to purchase Shares that is Awarded pursuant to the Plan.

     (s) "Option Agreement" shall mean a written agreement or such other form or
forms as the Board or  Committee  (subject to the terms and  conditions  of this
Plan) may from time to time approve  evidencing  and  reflecting the terms of an
Option.

     (t) "Optionee" shall mean an Employee to whom an Option is awarded.

     (u)  "Participant"  shall mean each Employee of the Company or a Subsidiary
to whom an Award is granted pursuant to the Plan.

     (v) "Person" shall mean an individual,  partnership,  corporation,  limited
liability company, trust, joint venture,  unincorporated  association,  or other
entity or association.

     (w) "Plan"  shall mean the  Hagler  Bailly,  Inc.  Employee  Incentive  and
Non-Qualified  Stock Option and  Restricted  Stock Plan, as amended from time to
time.

     (x)  "Pool"  shall mean the pool of Shares of Common  Stock  subject to the
Plan, as described in Section 6 hereof.

     (y)  "Restricted  Stock" shall mean an Award of Shares of Common Stock that
is subject to restrictions pursuant to Section 8 hereof.

     (z) "Securities Act" shall mean The Securities Act of 1933, as
amended.

     (aa) "Shares"  shall mean shares of Common Stock  contained in the Pool, as
adjusted in accordance with Section 10 of the Plan.

     (bb) "Stock Purchase  Agreement"  shall mean an agreement  substantially in
the form  attached  hereto  as  Exhibit  B, or such  other  form as the Board or
Committee  (subject to the terms and  conditions  of this Plan) may from time to
time approve,  which an Optionee  shall be required to execute as a condition of
purchasing Shares upon the exercise of an Option.

     (cc) "Stockholders  Agreement" shall mean the Stockholders  Agreement dated
as of May 15,  1995 by and among the Company  and its  stockholders,  as amended
from time to time.

     (dd)  "Subsidiary"  shall mean a  subsidiary  corporation,  whether  now or
hereafter existing, as defined in sections 424(f) and (g) of the Code.

Section 3. Participation.

     (a) In  General.  Participants  in the Plan shall be  selected by the Board
from the Employees.  The Board may make Awards at any time and from time to time
to Employees.  Any Award may include or exclude any Employee, as the Board shall
determine in its sole discretion.

     (b) Non-Employee  Directors. In the event the Company has a class of equity
securities  registered  under Section 12 of the Exchange Act, from the effective
date of such  registration  until  six  months  after  the  termination  of such
registration,  no Awards of Options shall be made under the Plan to any director
of the Company who is a Non-Employee  Director  except  pursuant to this Section
3(b).

     (i) Automatic Award.  Awards of Options to directors of the Company who are
Non-Employee Directors shall be granted, without any further action by the Board
or Committee.  as follows. Upon the effective date of the Company's registration
of a class of equity  securities  under  Section 12 of the Exchange  Act, and on
each Grant Date  thereafter,  each director of the Company who is a Non-Employee
Director shall receive an Award of a nonqualified stock Option to purchase 3,000
Shares.

     (ii) Option  Price.  The price per Share  payable  upon the exercise of any
Option granted under this Section 3(b) shall be 100% of the Fair Market Value of
such Share on the Grant Date,

Section 4. Administration.

     (a) Procedure.  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  persons,  each of  whom  is a  Non-Employee
Director,  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 Options or have been Awarded  Options may vote on
any matters affecting the administration of the Plan or the Award of any Options
pursuant to the Plan,  except that no such member shall act upon the Award of an
Option 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 the Award of Options to himself or herself

     From time to time the  Board may  increase  the size of the  Committee  and
appoint additional  members thereto,  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.

     (b) Powers of the Board and the Committee. Subject to the provisions of the
Plan, the Board or its Committee  shall have the authority,  in its  discretion:
(i) to make Awards; (ii) to deter-mine the Fair Market Value Per Share; (iii) to
determine  the exercise  price of the Options to be Awarded in  accordance  with
Sections 7 and 8 of the Plan;  (iv) to determine the Employees to whom,  and the
time or times at which,  Awards  shall be made,  and the  number of Shares to be
subject to each Award; (v) to prescribe, amend and rescind rules and regulations
relating to the Plan;  (vi) to determine the terms and  provisions of each Award
under the Plan, each Option  Agreement and each Stock Purchase  Agreement (which
need not be identical  with the terms of other  Awards,  Option  Agreements  and
Stock Purchase  Agreements) and, with the consent of the Optionee,  to modify or
amend an outstanding Option, Option Agreement or Stock Purchase Agreement; (vii)
to accelerate the vesting or exercise date of any Award; (viii) to interpret the
Plan or any  agreement  entered  into with  respect to an Award or  exercise  of
Options,  (ix) to  authorize  any person to execute on behalf of the Company any
instrument  required to effectuate an Award or to take such other actions as may
be necessary or  appropriate  with respect to the Company's  rights  pursuant to
Awards or agreements relating to the Award or exercise thereof;  and (x) to make
such  other  determinations  and  establish  such other  procedures  as it deems
necessary or advisable for the administration of the Plan.

     (c)  Effect  of  the  Board's  or  Committee's  Decision.   All  decisions,
determinations and  interpretations of the Board or the Committee shall be final
and binding with respect to all Awards under the Plan.


     (d)  Limitation  of  Liability.  Notwithstanding  anything  herein  to  the
contrary (with the exception of Section 32 hereof), no member of the Board or of
the Committee shall be liable for any good faith  determination,  act or failure
to act in connection with the Plan or any Award hereunder.

Section 5. Eligibility. 

     Awards may be made only to  Employees.  An  Employee  who has  received  an
Award, if he or she is otherwise eligible, may receive additional Awards.

Section 6. Stock Subject to the Plan.

     Subject to the  provisions of this Section 6 and the  provisions of Section
10 of the Plan, the maximum  aggregate number of Shares which may be Awarded and
sold  under the Plan is  5,000,000  Shares of Common  Stock  (collectively,  the
"Pool").  Options Awarded from the Pool may be either Incentive Stock Options or
non-qualified  stock  options,  as determined by the Board.  If an Option should
expire or become  unexercisable  for any reason without having been exercised in
full, or if a Restricted  Stock Award shall fail to become vested,  or if Shares
are  subsequently  repurchased  by the Company,  the  unpurchased or repurchased
Shares  which  were  subject  thereto  shall,  unless  the Plan  shall have been
terminated,  be returned to the Plan and become available for future Award under
the Plan.

Section 7. Terms and Conditions of Options.

     Each Option  Awarded  pursuant to the Plan shall be authorized by the Board
and shall be evidenced by an Option Agreement in such form as the Board may from
time to time determine. Each Option Agreement shall incorporate by reference all
other  terms and  conditions  of the Plan,  including  the  following  terms and
conditions:

     (a) Number of Shares. The number of Shares subject to the Option, which may
include fractional Shares.

     (b) Option Price. The price per Share payable on the exercise of any Option
which is an Incentive  Stock Option shall be stated in the Option  Agreement and
shall be no less than the Fair Market Value Per Share of the Common Stock on the
date such  Option is Awarded,  without  regard to any  restriction  other than a
restriction which will never lapse.  Notwithstanding the foregoing, if an Option
which is an  Incentive  Stock  Option  shall be  Awarded  under this Plan to any
person who, at the time of the Award of such Option,  owns stock possessing more
than 10% of the total  combined  voting  power of all  classes of the  Company's
stock,  the price per Share payable upon exercise of such Incentive Stock Option
shall be no less than 110 percent  (110%) of the Fair Market  Value Per Share of
the Common Stock on the date such Option is Awarded. The price per Share payable
on the exercise of an Option which is a  non-qualified  stock option shall be at
least $.01 per Share and shall be stated in the Option Agreement.

     (c) Consideration. The consideration to be paid for the Shares to be issued
upon the  exercise  of an  Option,  including  the method of  payment,  shall be
determined  by the Board and may  consist  entirely of cash,  check,  promissory
notes or Shares of Common Stock having an aggregate  Fair Market Value Per Share
on the date of surrender equal to the aggregate  exercise price of the Shares as
to which said Option shall be exercised,  or any  combination of such methods of
payment,  or such other  consideration and method of payment permitted under any
laws to which the  Company is subject  and which is  approved  by the Board.  In
making its  determination as to the type of  consideration to accept,  the Board
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

     (i) if the  consideration  for the  exercise  of an Option is a  promissory
note,  it may,  in the  discretion  of the Board,  be either  full  recourse  or
nonrecourse  and shall bear  interest at a per annum rate which is not less than
the applicable federal rate determined in accordance with section 1274(d) of the
Code as of the date of  exercise.  In such an instance  the Company  may, in its
sole  discretion,  retain the Shares  purchased  upon  exercise of the Option in
escrow as security for payment of the promissory note.

     (ii) if the consideration for the exercise of an Option is the surrender of
previously  acquired and owned  shares of Common  Stock,  the  Optionee  will be
required to make  representations  and  warranties  satisfactory  to the Company
regarding  his title to the shares of Common  Stock used to effect the  purchase
(the  "Payment  Shares"),  including  without  limitation,  representations  and
warranties  that the  Optionee  has good and  marketable  title to such  Payment
Shares  free and clear of any and all liens,  encumbrances,  charges,  equities,
claims,  security  interests.,  options or  restrictions,  and has full power to
deliver such Payment  Shares  without  obtaining  the consent or approval of any
person or  governmental  authority  other than those  which have  already  given
consent or approval in a manner satisfactory to the Company. The per Share value
of the Payment  Shares  shall be the Fair Market Value Per Share of such Payment
Shares  on the  date  of  exercise  as  determined  by  the  Board  in its  sole
discretion,  exercised in good faith.  If such Payment Shares were acquired upon
previous  exercise of Incentive  Stock Options granted within two years prior to
the exercise of the Option or acquired by the Optionee  within one year prior to
the exercise of the Option,  such Optionee shall be required.  as a condition to
using the Payment  Shares in payment of the  exercise  price of the  Option,  to
acknowledge the tax consequences of doing so, In that such previously  exercised
Incentive Stock Options may have, by such action, lost their status as Incentive
Stock- Options,  and the Optionee may have to recognize  ordinary income for tax
purposes as a result.

     (d) Form of Option.  The Option  Agreement  will state  whether  the Option
Awarded is an Incentive Stock Option or a non-qualified  stock option,  and will
constitute a binding determination as to the form of Option Awarded.

     (e) Exercise of Options.  Any Option Awarded hereunder shall be exercisable
at such  times and under  such  conditions  as shall be set forth in the  Option
Agreement (as may be determined by the Board and as shall be  permissible  under
the terms of the Plan), which may include  performance  criteria with respect to
the Company and/or the Optionee,  and as shall be permissible under the terms of
the Plan.  Notwithstanding the foregoing,  any Option awarded under Section 3(b)
hereunder shall be immediately exercisable in full

     An Option may be exercised in accordance  with the  provisions of this Plan
as to all or any  portion of the Shares  then  exercisable  under an Option from
time to time during the term of the Option. An Option may not be exercised for a
fraction of a Share.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been given to the  Company at its  principal  executive  office in
accordance  with the terms of the Option  Agreement  by the person  entitled  to
exercise  the Option and full  payment for the Shares with  respect to which the
Option  is  exercised  has been  received  by the  Company,  accompanied  by any
agreements required by the terms of the Plan and/or Option Agreement,  including
an  executed  Stock  Purchase  Agreement.  Full  payment  may  consist  of  such
consideration  and method of payment  allowable  under Section 7 of the Plan. No
adjustment shall be made for a dividend or other right for which the record date
is prior to the date the Option is  exercised,  except as provided in Section 10
of the Plan.

     As soon as practicable after any proper exercise of an Option in accordance
with the provisions of the Plan, the Company  shall,  without  transfer or issue
tax to the Optionee,  deliver to the Optionee at the principal  executive office
of the Company or such other place as shall be mutually  agreed upon between the
Company and the Optionee, a certificate or certificates  representing the Shares
for which the Option shall have been exercised.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised,

(f) Term and Vesting of Options.

     (i)  Notwithstanding  any other  provision of this Plan, no Option shall be
(A)  Awarded  under  this Plan  after ten (10) years from the date on which this
Plan is adopted by the Board, or (B)  exercisable  more than ten (10) years from
the date of Award;  provided,  however, that if an Option that is intended to be
an Incentive Stock Option shall be Awarded under this Plan to any person who, at
the time of the Award of such Option, owns stock possessing more than 10% of the
total  combined  voting  power  for all  classes  of the  Company's  stock,  the
foregoing  clause (B) shall be deemed modified by substituting  "five (5) years"
for the term "ten (10) years" that appears therein.

     (ii) No Option  Awarded to any  Optionee  shall be treated as an  Incentive
Stock Option,  to the extent such Option would cause the  aggregate  Fair Market
Value Per Share  (determined as of the date of Award of each such Option) of the
Shares with respect to which  Incentive  Stock Options are  exercisable  by such
Optionee for the first time during any  calendar  year to exceed  $100,000.  For
purposes  of  determining-whether   Incentive  Stock  Option  would  cause  such
aggregate  Fair Market Value Per Share to exceed the $100,000  limitation,  such
Incentive  Stock Options shall be taken into account in the order  Awarded.  For
proposes of this subsection, Incentive Stock Options include all Incentive Stock
Options  under all plans of the Company  that are  Incentive  Stock Option plans
within the meaning of section 422 of the Code.

     Except as provided in Section  7(g)(iv),  Options  Awarded  hereunder shall
mature and  become  exercisable  in whole or in part,  in  accordance  with such
vesting schedule as the Board shall determine, which schedule shall be stated in
the Option Agreement.  Notwithstanding the preceding  sentence,  Options awarded
pursuant to Section 3(b) hereunder  shall be fully vested at grant.  Options may
be  exercised in any order  elected by the Optionee  whether or not the Optionee
holds any unexercised Options under this Plan or any other plan of the Company.

(g) Termination of Options.

     (i) Unless sooner terminated as provided in this Plan, each Option shall be
exercisable  for such period of time as shall be determined by the Board and set
forth in the Option Agreement, and shall be void and unexercisable thereafter.

     (ii) Except as otherwise  provided  herein or by the terms of any Award, no
Option shall be exercisable after termination of the Optionee's  employment with
or other engagement by the Company for any reason.

     (iii)  Except as  otherwise  provided  herein of by the terms of any Award,
upon the  Disability or death of an Optionee while in the employ of the Company,
Options held by such Optionee which arc  exercisable  oil the date of Disability
or death shall be exercisable  for a period of twelve (12) months  commencing on
the date of the  Optionee's  Disability  or death.  by the Optionee or his legal
guardian  or  representative  or. in the case of death,  by his  executor(s)  or
administrator(s),

     (iv) Options may be terminated at any time by agreement between the Company
and the Optionee.

     (h)  Forfeiture.  Notwithstanding  any other  provision of this Plan, if an
Optionee  shall engage in any activity in breach of the Covenant Not to Compete,
all  Options  held by such  Optionee  which  have not yet been  exercised  shall
terminate immediately upon the commencement  thereof.  Notwithstanding any other
provision of this Plan, if the Optionee's employment or engagement is terminated
for "cause" (as such term is defined in the Optionee's  employment  agreement or
non-disclosure  agreement  with the  Company,  if any) or if the  Board  makes a
determination that the Optionee:

     (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;

     (iv) has breached any  agreement  with or duty to the Company in respect of
confidentiality,  non-disclosure,  non-competition or otherwise, all unexercised
Options shall  terminate  upon the date of such a finding,  or, if earlier,  the
date of termination of employment or engagement for "cause."

     In the event of such a finding, in addition to immediate termination of all
unexercised Options, the Optionee shall forfeit all Shares for which the Company
has not yet delivered  share  certificates to the Optionee and the Company shall
refund to the Optionee the Option purchase price paid to it, if any, in the same
form as it was paid (or in cash at the  Company's  discretion).  Notwithstanding
anything  herein to the  contrary,  the Company may  withhold  delivery of share
certificates  pending the resolution of any inquiry that could lead to a finding
resulting in forfeiture.

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 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 recipient.

     (b) Awards. 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 shares of Restricted
Stock may be zero.

     Each Employee  receiving a Restricted  Stock Award shall be required,  as a
condition  precedent  to  receipt of such  Award,  to execute a joinder or other
counterpart to the Stockholders Agreement.

     (c) Restrictions  and Conditions.  Except as provided in this Section 8(c),
the Employee shall have, with respect to the Shares of 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  dividends.  The Board,  in its sole
discretion,  as  deter-mined  at the time of Award,  may permit or  require  the
payment of cash dividends in respect of Shares of Restricted Stock Awarded under
the  Plan  to be  deferred  and,  if the  Board  so  determines,  reinvested  in
additional  Shares of Restricted  Stock to the extent Shares are available under
Section 6 of the Plan.

Section 9. Determination of Fair Market Value Per Share of Common Stock.

     (a) Except to the extent  otherwise  provided  in this  Section 9, the Fair
Market Value Per Share of Common Stock shall be  determined  by the Board in its
sole discretion.

     (b)  Notwithstanding  the  provisions  of Section  9(a),  in the event that
shares of Common  Stock are  traded  in the  over-the-counter  market,  the Fair
Market  Value Per Share of Common  Stock  shall be the mean of the bid and asked
prices for a share of Common Stock on the relevant valuation date as reported in
The Wall Street  Journal (or, if not so reported,  as otherwise  reported by the
National  Association  of Securities  Dealers  Automated  Quotations  ("NASDAQ")
System),  as  applicable  or, if there is no trading  on such date,  on the next
trading  date.  In the event  shares of Common Stock are listed on a national or
regional  securities  exchange or traded through the NASDAQ National Market, the
Fair Market  Value of a share of Common  Stock shall be the closing  price for a
share of Common  Stock on the  exchange  or on the NASDAQ  National  Market.  as
reported in The Wall Street Journal on the relevant  valuation date, or if there
is no trading on that date, on the next trading date.

Section 10. Adjustments.

     (a) Subject to required action by the  stockholders,  If any, the number of
Shares as to which  Awards  may be made under this Plan and the number of Shares
subject to  outstanding  Options and the Option prices thereof shall be adjusted
proportionately for any increase or decrease in the number of outstanding Shares
of Common  Stock of the  Company  resulting  from stock  splits,  reverse  stock
splits.  stock  dividends,  reclassifications  and  recapitalizations,   merger,
consolidation,  exchange  of shares,  or rights  offered to  purchase  shares of
Common Stock at a price  substantially  below Fair Market Value Per Share or any
similar change affecting Common Stock.

     (b) No  fractional  Shares  shall be  issuable  on  account  of any  action
mentioned in Section 10(a), and the aggregate number of Shares into which Shares
then covered by the Award,  when changed as the result of such action,  shall be
reduced to the number of whole Shares  resulting  from such  action,  unless the
Board, in its sole discretion,  shall determine to issue scrip certificates with
respect to any fractional Shares, which scrip certificates, in such event, shall
be in a form and have such terms and  conditions as the Board in its  discretion
shall prescribe.

Section 11. Rights as a Stockholder.

     A recipient of an Option Award shall have no rights as a stockholder of the
Company  and shall  neither  have the right to vote nor receive  dividends  with
respect to any Shares  subject to an Option until such Option has been exercised
and a certificate  with respect to the Shares  purchased  upon such exercise has
been  issued to him. A  recipient  of a  Restricted  Stock  Award shall have all
rights as a stockholder  with respect to the Shares of Restricted  Stock Awarded
from and after  the  later to occur of (i) the date of the Award (as  determined
under  Section  12  hereof) or (ii) the date the  Awardee  makes  payment of the
purchase price, if any, designated by the Board as a condition of such Award.

Section 12. Time of Awarding Options.

     The date of an Award shall,  for all purposes,  be the date which the Board
specifies  when the Board  makes its  determination  that an Award is made or if
none is  specified,  then the date of the Board's  determination.  Notice of the
determination  shall be given to each Employee to whom an Award is made within a
reasonable time after the date of such Award.

Section 13. Modification, Extension and Renewal of Option.

     Subject  to the terms and  conditions  of the Plan,  the Board may  modify,
extend or renew an Award, or accept the surrender of an Award (to the extent not
theretofore exercised). Notwithstanding the foregoing, (a) no modification of an
Award which  adversely  affects the Awardee shall be made without the consent of
the  Awardee,  and (b) no Incentive  Stock  Option may be modified,  extended or
renewed if such action would cause it to cease to be an "Incentive Stock Option"
within the meaning of section 422 of the Code, unless the Optionee  specifically
acknowledges and consents to the tax consequences of such action.

Section 14. Purchase for Investment and Other Restrictions.

     (a) The  obligation  of the Company to issue  Shares to an Awardee upon the
exercise of an Option or as part of a Restricted  Stock Award  granted under the
Plan is conditioned upon (i) the Company  obtaining any required permit or order
from appropriate  governmental  agencies,  authorizing the Company to issue such
Shares.  and (ii) such issuance  complying  with all relevant  provisions of the
law, including,  without  limitation,  the Securities Act, the Exchange Act, the
rules and regulations promulgated thereunder.

     (b) At the  option of the Board,  the  obligation  of the  Company to issue
Shares  to an  Awardee  upon  the  exercise  of an  Option  granted,  or  upon a
Restricted  Stock Award made,  under the Plan may be conditioned  upon obtaining
appropriate  representations,  warranties,  restrictions  and  agreements of the
Awardee as set forth in the  applicable  Stock Purchase  Agreement.  Among other
representations,  warranties,  restrictions  and agreements,  the Awardee may be
required  to  represent  and agree  that the  purchase  of  Shares  shall be for
investment,  and not with a view to the public resale or  distribution  thereof,
unless the Shares are  registered  under the Securities Act and the issuance and
sale  of the  Shares  complies  with  all  other  laws,  rules  and  regulations
applicable  thereto.  Unless the issuance of such Shares is registered under the
Securities Act, the Awardee shall  acknowledge that the Shares purchased are not
registered under the Securities Act and may not be sold or otherwise transferred
unless the Shares have been  registered  under the  Securities Act in connection
with the sale or other transfer  thereof,  or that counsel  satisfactory  to the
Company has issued an opinion satisfactory to the Company that the sale or other
transfer of such Shares is exempt from  registration  under the Securities  Act,
and unless  said sale or  transfer is in  compliance  with all other  applicable
laws,  rules  and  regulations,  including  all  applicable  federal  and  state
securities laws, rules and regulations.  Additionally,  the Shares, when issued,
shall be subject to other  transfer  restrictions,  rights of first  refusal and
rights of repurchase as set forth in Stockholders  Agreement.  Unless the Shares
subject to an Award are registered  under the Securities  Act, the  certificates
representing   such  Shares  issued  shall  contain  the  following   legend  in
substantially the following form:


THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED OR ANY  APPLICABLE  STATE  SECURITIES  LAWS.
THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION  OR RESALE,  AND
MAY NOT BE  SOLD,  ASSIGNED.  EXCHANGED,  MORTGAGED.  PLEDGED.  HYPOTHECATED  OR
OTHERWISE  TRANSFERRED  OR  DISPOSED  OF.  BY GIFT OR  OTHERWISE.  OR IN ANY WAY
ENCUMBER-ED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH SHARES UNDER
THE SECURITIES  ACT OF 1933, AS AMENDED,  AND ANY  APPLICABLE  STATE  SECURITIES
LAWS, OR A SATISFACTORY  OPINION OF COUNSEL  SATISFACTORY TO HAGLER BAILLY, INC.
THAT  REGISTRATION  IS NOT REQUIRED  UNDER SUCH ACT AND UNDER  APPLICABLE  STATE
SECURITIES LAWS.

Section 15. Transferability.

     No Option shall be assignable or transferable  otherwise than by will or by
the laws of descent and distribution.  During the lifetime of the Optionee,  his
Options shall be exercisable  only by such Optionee,  or, in the event of his or
her legal  incapacity or Disability,  then by the  Optionee's  legal guardian or
representative.

Section 16. Other Provisions.

     The Option  Agreement and Stock  Purchase  Agreement may contain such other
provisions  as the Board in its  discretion  deems  advisable  and which are not
inconsistent with the provisions of this Plan,  including,  without  limitation,
restrictions upon or conditions precedent to the exercise of the Option.

Section 17. Power of Board in Case of Change of Control.

     Notwithstanding  anything to the  contrary set forth in this Plan (with the
exception of Section 32 hereof), in the event of a Change of Control,  the Board
shall  have the right to  accelerate  the  vesting of all  unmatured  Options or
Restricted Stock Awards. In addition, in the event of a Change of Control of the
Company by reason of a merger,  consolidation or tax free reorganization or sale
of all or substantially  all of the assets of the Company,  the Board shall have
the right to terminate  this Plan and to (a) exchange all Options or  Restricted
Stock Awards for options to purchase  common stock in the successor  corporation
or (b)  distribute to each Awardee cash and/or other property in an amount equal
to and in the same form as the Optionee  would have  received from the successor
corporation  if the Optionee had owned the Shares  subject to the Option  rather
than the  Option at the time of the  Change of  Control,  The form of payment or
distribution to the Optionee pursuant to this Section shall be determined by the
Board.


Section 18. Amendment of the Plan.

     Insofar as permitted  by law and the Plan,  the Board may from time to time
suspend,  terminate or discontinue the Plan or revise or amend it in any respect
whatsoever,  with  respect to any  Shares at the time not  subject to an Option;
provided,  however, that without approval of the stockholders,  no such revision
or amendment may change the aggregate  number of Shares for which Options may be
awarded hereunder,  change the designation of the class of Employees eligible to
receive Options or decrease the price at which Options may be awarded.

     Any  other  provision  of  this  Section  18  notwithstanding,   the  Board
specifically  is  authorized  to adopt any  amendment to this Plan deemed by the
Board to be necessary or advisable to assure that the Incentive Stock Options or
the non-qualified  stock options available under the Plan continue to be treated
as such, respectively, under all applicable laws.

Section 19. Application of Funds.

     The proceeds  received by the Company  from the sale of Shares  pursuant to
the  exercise of Options or the purchase of  Restricted  Stock shall be used for
general  corporate  purposes or such other  purpose as may be  determined by the
Board.

Section 20. No Obligation to Exercise Option.

     The Awarding of an Option shall impose no  obligation  upon the Optionee to
exercise such Option.

Section 21. Approval of Stockholders.

     This Plan  shall  become  effective  on the date that It is  adopted by the
Board; provided,  however, that it shall become limited to a non-qualified stock
option plan if it is not approved by the holders of a majority of the  Company's
outstanding  voting  stock  within  one year (365 days) of its  adoption  by the
Board.  The Board may make Awards hereunder prior to approval of the Plan or any
material  amendments  thereto  by the  holders of a  majority  of the  Company's
outstanding voting stock; provided, however, that any and all Options so Awarded
automatically shall be converted into non-qualified stock options if the Plan is
not  approved by such  stockholders  within 365 days of its adoption or material
amendment.

Section 22. Conditions Upon Issuance of Shares.

     Shares  shall not be issued  pursuant to the exercise of an Option or Award
of  Restricted  Stock  unless the  exercise of such Option and the  issuance and
delivery of such Shares  pursuant  thereto or the issuance of  Restricted  Stock
shall comply with all relevant provisions of law, including, without limitation,
the  Securities  Act, the Exchange  Act, the rules and  regulations  promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, arid shall be further subject to the approval of counsel for the
Company with respect to such compliance.

Section 23. Reservation of Shares.

     The Company,  during the term of this Plan,  shall at all times reserve and
keep  available  such  number of Shares as shall be  sufficient  to satisfy  the
requirements of the Plan.

     The  Company,  during the term of this Plan,  shall use its best efforts to
seek to obtain from appropriate regulatory agencies any requisite  authorization
in order to issue and sell such  number  of  Shares  as shall be  sufficient  to
satisfy the  requirements  of the Plan.  The  inability of the Company to obtain
from any such regulatory agency having jurisdiction the requisite authorizations
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any  Shares  hereunder,  or the  inability  of the  Company to confirm to its
satisfaction  that any  issuance  and sale of any  Shares  hereunder  will  meet
applicable  legal  requirements,  shall  relieve the Company of any liability in
respect to the failure to issue or sell such  Shares as to which such  requisite
authority shall not have been obtained.

Section 24. Stock Option and Stock Purchase Agreements.

     Options shall be evidenced by an Option  Agreement in such form or forms as
the Board shall approve from time to time.  Upon the exercise of an Option,  the
Optionee  shall sign and deliver to the Company a Stock  Purchase  Agreement  in
such form or forms as the Board shall approve from time to time.

Section 25. Taxes, Fees, Expenses and Withholding of Taxes.

     (a) The Company  shall pay all original  issue and transfer  taxes (but not
income taxes,  if any) with respect to the Award of Options and/or the issue and
transfer of Shares  pursuant to the  exercise  thereof,  and all other fees arid
expenses necessarily incurred by the Company in connection  therewith,  and will
from time to time use its best  efforts to comply with all laws and  regulations
which, in the opinion of counsel for the Company, shall be applicable thereto.

     (b) The Award of Options or Restricted  Stock hereunder and the issuance of
Shares  pursuant to the exercise of Options is  conditioned  upon the  Company's
reservation of the right to withhold in accordance with any applicable law, from
any compensation or other amounts payable to the Awardee,  any taxes required to
be  withheld  under  federal,  state or local  law as a result  of the  Award or
exercise of such Option or the sale of the Shares issued upon exercise  thereof.
To the extent that compensation or other amounts, if any, payable to the Awardee
is insufficient to pay any taxes required to be so withheld, the Company may, in
its sole  discretion,  require the Awardee (or such other person entitled herein
to exercise the Option),  as a condition of the exercise of an Option, to pay in
cash to the  Company  an  amount  sufficient  to  cover  such tax  liability  or
otherwise to make  adequate  provision  for the  Company's  satisfaction  of its
withholding obligations under federal, state and local law.

Section 26. Notice.

     Any notice to be given to the Company  pursuant to the  provisions  of this
Plan shall be addressed to the Company in care of its  Secretary  (or such other
person  as the  Company  may  designate  from  time to  time)  at its  principal
executive  office,  and any notice to be given to an Awardee  shall be delivered
personally  or addressed to him or her at the address  given  beneath his or her
signature  on his or her  Option  Agreement,  or at such  other  address as such
Awardee or his or her permitted transferee (upon the transfer of the Shares) may
hereafter  designate in writing to the Company.  Any such notice shall be deemed
duly  given on the  date and at the time  delivered  via  personal,  courier  or
recognized  overnight  delivery service or, if sent via telecopier,  on the date
and at the time telecopied with  confirmation of delivery or, if mailed,  on the
date five (5) days after the date of the  mailing  (which  shall be by  regular,
registered  or  certified  mail).   Delivery  of  a  notice  by  telecopy  (with
confirmation)  shall be permitted and shall be  considered  delivery of a notice
notwithstanding  that it is not an original  that is  received.  It shall be the
obligation  of each  Optionee  and  each  permitted  transferee  holding  Shares
purchased upon exercise of an Option to provide the Secretary of the Company, by
letter  mailed as  provided  herein,  with  written  notice of his or her direct
mailing address.

Section 27. No Enlargement of Awardee Rights.

     This  Plan  is  purely  voluntary  on the  part  of the  Company,  and  the
continuance of the Plan shall not be deemed to constitute a contract between the
Company  and any  Awardee,  or to be  consideration  for or a  condition  of the
employment  or service of any Awardee.  Nothing  contained in this Plan shall be
deemed to give any  Awardee the right to be retained in the employ or service of
the Company or any Subsidiary,  or to interfere with the right of the Company or
any such  corporation  to  discharge  or retire any Awardee  thereof at any time
subject to  applicable  law.  No Awardee  shall have any right to or interest in
Awards authorized hereunder prior to the Award thereof to such Awardee, and upon
such  Award he shall  have only  such  rights  and  interests  as are  expressly
provided herein, subject, however, to all applicable provisions of the Company's
Certificate of Incorporation, as the same may be amended from time to time.

Section 28. Information to Awardees.

     The Company,  upon request,  shall provide  without  charge to each Awardee
copies of such annual and periodic reports as are provided by the Company to its
stockholders generally.

Section 29. Availability of Plan.

     A copy of this Plan shall be delivered to the  Secretary of the Company and
shall  be  shown  by  him to  any  eligible  person  making  reasonable  inquiry
concerning it.

Section 30. Invalid Provisions.

     In the event  that any  provision  of this Plan is found to be  invalid  or
otherwise   unenforceable   under  any  applicable   law,  such   invalidity  or
unenforceability  shall not be  construed  as  rendering  any  other  provisions
contained  herein as invalid  or  unenforceable,  and all such other  provisions
shall be given full force and effect to the same extent as though the invalid or
unenforceable provision was not contained herein.

Section 3 1. Applicable Law.

     This Plan shall be governed by and construed in accordance with the laws of
the State of Delaware.

Section 32. Board Action.

     Notwithstanding  anything to the contrary  set forth in this Plan,  any and
all  actions of the Board or  Committee,  as the case may be,  taken under or in
connection   with  this  Plan  and  any  agreements,   instruments,   documents,
certificates or other writings entered into,  executed,  granted,  issued and/or
delivered  pursuant to the terms hereof,  shall be subject to and limited by any
and all votes, consents,  approvals,  waivers or other actions of all or certain
stockholders  of the  Company  or other  persons  required  pursuant  to (i) the
Company's  Certificate  of  Incorporation  (as the  same may be  amended  and/or
restated  from  time to time),  (ii) the  Company's  Bylaws  (as the same may be
amended  and/or  restated  from  time to time),  and (iii) any other  agreement,
instrument,  document or writing now or hereafter existing, between or among the
Company and its  stockholders  or other persons (as the same may be amended from
time to time).