CONVERSION SERVICES INTERNATIONAL, INC.

                               2003 INCENTIVE PLAN

SECTION 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

      1.1  ESTABLISHMENT.  The  Conversion  Services  International,  Inc.  2003
Incentive  Plan (the "PLAN") is hereby  established  effective as of December 1,
2003, by adoption of the Board, provided it is approved within 12 months of this
date  by  stockholders  of  the  Company.  Awards  may  be  granted  subject  to
stockholder approval, but may not be exercised or otherwise settled in the event
stockholder approval is not obtained.

      1.2  PURPOSE.  The purpose of the Plan is to advance the  interests of the
Participating Company Group and its stockholders by encouraging and facilitating
the  ownership  of  LCS  Group,  Inc.'s  ("COMPANY")  common  stock  by  persons
performing services for the Participating  Company Group in order to enhance the
ability of the Company to attract,  retain and reward such  persons and motivate
them to contribute to the growth and profitability of the Participating  Company
Group.

      1.3 TERM OF PLAN.  The Plan shall be effective from the date that the Plan
is adopted by the Board of Directors of the Company and shall continue in effect
thereafter  until the earlier of (a) its  termination  by the Board,  or (b) the
date on which all of the shares of Stock  available for issuance  under the Plan
have been issued and all restrictions on such shares under the terms of the Plan
and the agreements evidencing Options granted under the Plan have lapsed, or (c)
ten (10) years from its effective date. All Options shall be granted, if at all,
within ten (10)  years  from the  earlier of the date the Plan is adopted by the
Board or the date the Plan is duly approved by the stockholders of the Company.

SECTION 2. DEFINITIONS AND CONSTRUCTION.

      2.1  DEFINITIONS.  Whenever used herein,  the  following  terms shall have
their respective meanings set forth below:

      (a) "AWARD" means any award or grant of Restricted Shares or Options under
the Plan.

      (b) "BENEFICIARY" means the person,  persons, trust, or trusts entitled by
will or by the laws of  descent,  to  exercise a  Participant's  Option or other
rights under the Plan after the Participant's death.

      (c) "BOARD"  means the Board of Directors  of the Company.  If one or more
Committees  have been  appointed by the Board to administer  the Plan,  the term
"BOARD" also means such Committee(s).

      (d) A "CHANGE IN CONTROL" shall mean an Ownership Change Event or a series
of related Ownership Change Events (collectively,  a "TRANSACTION")  wherein the
stockholders of the Company,  immediately before the Transaction,  do not retain
immediately  after the  Transaction,  in  substantially  the same proportions as
their ownership of shares of the Company's voting stock  immediately  before the
Transaction,  direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding voting securities of
the

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Company  or,  in the case of a  Transaction  involving  the  sale,  exchange  or
transfer of all or substantially all of the Company's assets, the corporation or
other business entity to which the assets of the Company were  transferred  (the
"TRANSFEREE"),  as the case may be.  For  purposes  of the  preceding  sentence,
indirect beneficial  ownership shall include,  without  limitation,  an interest
resulting from ownership of the voting securities of one or more corporations or
other business entities which own the Company or the Transferee, as the case may
be,  either  directly or through one or more  subsidiary  corporations  or other
business entities.  The Board shall have the right to determine whether multiple
sales or exchanges of the voting securities of the Company or multiple Ownership
Change Events are related,  and its  determination  shall be final,  binding and
conclusive.

      (e) "CODE" means the Internal  Revenue Code of 1986,  as amended,  and any
applicable regulations promulgated thereunder.

      (f) "COMMITTEE" means the Compensation Committee or other committee of the
Board duly  appointed to administer  the Plan and having such powers as shall be
specified  by  the  Board.   Unless  the  powers  of  the  Committee  have  been
specifically  limited,  the Committee  shall have all of the powers of the Board
granted herein, including,  without limitation,  the power to amend or terminate
the Plan at any  time,  subject  to the  terms  of the  Plan and any  applicable
limitations imposed by law.

      (g)  "COMPANY"  means LCS  Group,  Inc.,  a Delaware  corporation,  or any
successor corporation thereto.

      (h) "CONSULTANT"  means a person engaged to provide consulting or advisory
services (other than as an employee or a director) to a Participating Company.

      (i) "DIRECTOR" means a member of the Board or of the board of directors of
any other Participating Company.

      (j)  "DISABILITY"  means the inability of the  Participant  to perform the
major duties of the Participant's  position with the Participating Company Group
because of the  sickness  or injury of the  Participant.  The  Determination  of
whether or not a Participant is disabled for purposes of this Plan shall be made
by, and at the sole discretion of, the Committee.

      (k)  "EMPLOYEE"  means any person  treated as an  employee  (including  an
officer or a director  who is also  treated as an  employee) in the records of a
Participating Company and, with respect to any Incentive Stock Option granted to
such  person,  who is an  employee  for  purposes  of  Section  422 of the Code;
provided,  however,  that  neither  service  as  a  director  nor  payment  of a
director's  fee shall alone be sufficient to constitute  employment for purposes
of the Plan. The Company shall  determine in good faith and in the sole exercise
of its  discretion,  whether an individual  has become,  or has ceased to be, an
Employee and the effective date of such  individual's  employment or termination
of employment,  as the case may be. For purposes of an individual's  rights,  if
any,  under  the Plan as of the time of the  Company's  determination,  all such
determinations   by  the  Company  shall  be  final,   binding  and  conclusive,
notwithstanding  that the  Company  or any court of law or  governmental  agency
subsequently makes a contrary determination.

      (l) "FAIR MARKET  VALUE"  means,  as of any date,  the value of a share of
Stock or other property as determined by the Board, in its  discretion,  in good
faith without regard to any restriction  other than a restriction  which, by its
terms, will never lapse. If the Stock is not trading over a public exchange, the
"fair market value" shall take into account the latest  private  transaction  in
which the Company  sold stock to an  informed  and  willing  buyer,  if any such
transaction  exists.  If the Stock is listed for trading  over a public  market,
"fair  market  value" of the Stock on a given day shall be the mean  between the
highest  and lowest  quoted  selling  prices,  regular  way, of the Stock on the
NASDAQ or the exchange on which the Stock is listed, and if no trading occurs on
such date, the mean between the highest and lowest prices on the nearest trading
day before such date.

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      (m) "INCENTIVE  STOCK OPTION" means an Option intended to be (as set forth
in the Option  Agreement),  and which  qualifies  as, an incentive  stock option
within the meaning of Section 422(b) of the Code.

      (n) "NONQUALIFIED STOCK OPTION" means an Option not intended to be (as set
forth in the Option  Agreement) or which does not qualify as an Incentive  Stock
Option.

      (o)  "OFFICER"  means any person  designated by the Board as an officer of
the Company.

      (p)  "OPTION"  means a right to purchase  Stock  pursuant to the terms and
conditions of the Plan.  An Option may be either an Incentive  Stock Option or a
Nonqualified  Stock  Option and may also,  in the  discretion  of the Board,  be
structured and granted as a Stock Appreciation Right. For purposes of this Plan,
a "STOCK  APPRECIATION  RIGHT" is the right of a holder thereof,  on exercise of
the Stock  Appreciation  Right,  to receive from the Company in cash or Stock an
amount equal to the excess of: (x) the Fair Market Value of the Stock covered by
the exercised  portion of the Stock  Appreciation  Right, as of the date of such
exercise,  over (y) the Fair Market Value of the Stock  covered by the exercised
portion  of the  Stock  Appreciation  Right as of the date on  which  the  Stock
Appreciation Right was granted.

      (q) "OPTION  AGREEMENT" means a written  agreement between the Company and
an Optionee setting forth the terms,  conditions and restrictions  pertaining to
the Option  granted to the Optionee and to any shares of Stock acquired upon the
exercise thereof.

      (r)  "OPTIONEE"  means a  Participant  who has  been  awarded  one or more
Options.

      (s) An "OWNERSHIP CHANGE EVENT" shall be deemed to have occurred if any of
the  following  occurs with respect to the  Company:  (i) the direct or indirect
sale  or  exchange  in a  single  or  series  of  related  transactions  by  the
stockholders of the Company of more than fifty percent (50%) of the voting stock
of the Company;  (ii) a merger or consolidation in which the Company is a party;
(iii) the sale, exchange,  or transfer of all or substantially all of the assets
of the Company; or (iv) a liquidation or dissolution of the Company.

      (t) "PARENT  CORPORATION" means any present or future "parent corporation"
of the Company, as defined in Section 424(e) of the Code.

      (u)  "PARTICIPANT"  means any employee,  consultant or director to whom an
Award  has been  made  under the Plan.  (v)  "PARTICIPATING  COMPANY"  means the
Company or any Parent Corporation or Subsidiary Corporation.

      (w)  "PARTICIPATING  COMPANY  GROUP"  means,  at any  point in  time,  all
corporations collectively which are then Participating Companies.

      (x)  "RESTRICTED  SHARES" means shares  awarded  pursuant to a "RESTRICTED
SHARE  AGREEMENT"  between the Company and Participant  setting forth the terms,
conditions or  restrictions  applicable to an Award of shares of Stock under the
Plan.

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      (y)  "SERVICE"  means a  Participant's  employment  or  service  with  the
Participating  Company Group, whether in the capacity of an employee, a director
or a consultant.  A Participant's Service shall not be deemed to have terminated
merely  because of a change in the  capacity  in which the  Participant  renders
Service  to the  Participating  Company  Group or a change in the  Participating
Company for which the Participant  renders such Service,  provided that there is
no  interruption or termination of the  Participant's  Service.  Furthermore,  a
Participant's  Service with the Participating  Company Group shall not be deemed
to have terminated if the Participant  takes any military leave,  sick leave, or
other bona fide leave of absence  approved by the  Company;  provided,  however,
that if any such leave exceeds ninety (90) days, on the ninety-first  (91st) day
of such  leave the  Participant's  Service  shall be  deemed to have  terminated
unless  the  Participant's  right to return to  Service  with the  Participating
Company  Group  is  guaranteed  by  statute  or  contract.  Notwithstanding  the
foregoing,  unless  otherwise  designated  by the  Company or required by law, a
leave of absence  shall not be treated as service for  purposes  of  determining
vesting under the  Participant's  Option or  Restricted  Shares  Agreement.  The
Participant's  Service shall be deemed to have terminated  either upon an actual
termination  of  service  or upon the  corporation  for  which  the  Participant
performs  services  ceasing  to  be a  Participating  Company.  Subject  to  the
foregoing,  the  Company,  in  its  discretion,   shall  determine  whether  the
Participant's Service has terminated and the effective date of such termination.

      (z) "STOCK"  means the common stock of the Company,  as adjusted from time
to time in accordance  with Section 4.2. Such Stock may be  unrestricted  or, at
the sole discretion of the Board,  be made subject to  restrictions  relating to
employment and transferability.

      (aa)  "SUBSIDIARY  CORPORATION"  means any  present or future  "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Code.

      (bb) "TEN PERCENT  OWNER  OPTIONEE"  means an Optionee who, at the time an
Option is granted to the Optionee,  owns stock  possessing more than ten percent
(10%)  of  the  total  combined  voting  power  of all  classes  of  stock  of a
Participating Company within the meaning of Section 422(b)(6) of the Code.

      (cc) "VEST" or "VESTING",  with respect to Options, means the date, event,
or act prior to which an Award is not, in whole or in part,  exercisable  except
at the sole discretion of the Board. With respect to Restricted  Shares,  "Vest"
or "Vesting"  shall mean the date,  event, or act prior to which an Award is, in
whole or in part, forfeitable.

2.2 CONSTRUCTION.  Captions and titles contained herein are for convenience only
and shall not affect the meaning or interpretation of any provision of the Plan.
Except when otherwise  indicated by the context,  the singular shall include the
plural and the plural shall  include the  singular.  Use of the term "or" is not
intended to be exclusive, unless the context clearly requires otherwise.

SECTION 3. ADMINISTRATION.

3.1  ADMINISTRATION  BY THE BOARD.  The Plan shall be administered by the Board.
All questions of interpretation of the Plan or of any Option,  Restricted Share,
or other right awarded  hereunder  shall be  determined  by the Board,  and such
determinations shall be final and binding upon all persons having an interest in
the Plan or in such Option or right.

3.2 AUTHORITY OF OFFICERS. Any Officer shall have the authority to act on behalf
of the Company with respect to any matter, right,  obligation,  determination or
election which is the  responsibility  of, or which is allocated to, the Company
herein, provided the Officer has apparent authority with respect to such matter,
right, obligation, determination or election.

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3.3 POWERS OF THE BOARD.  In addition to any other  powers set forth in the Plan
and  subject to the  provisions  of the Plan,  the Board shall have the full and
final power and authority, in its discretion to:

      (a) determine  the persons to whom,  and the time or times at which Awards
shall be granted, the types of Awards to be granted, and the number of shares of
Stock to be subject to each Award;

      (b) determine the terms, conditions and restrictions applicable to Awards;
approve one or more forms of Option, or Restricted Share Agreements;

      (c)  amend,  modify,  extend,  cancel  or renew  any  Option  or waive any
restrictions or conditions  applicable to any Option or applicable to any shares
of Stock awarded or acquired upon the exercise thereof;

      d) correct any defect, supply any omission, or reconcile any inconsistency
in the and take such  other  actions  with  respect to the Plan as the Board may
deem advisable to the extent not inconsistent with the provisions of the Plan or
applicable law.

SECTION 4. SHARES SUBJECT TO PLAN.

4.1 MAXIMUM  NUMBER OF SHARES  ISSUABLE.  Subject to  adjustment  as provided in
Section 4.2, the maximum  aggregate number of shares of Stock that may be issued
under the Plan shall be one hundred million  (100,000,000)  and shall consist of
authorized but unissued or reacquired  shares of Stock,  treasury shares, or any
combination  thereof.  If an  outstanding  Option for any  reason  expires or is
terminated  or canceled or if shares of Stock are acquired  upon the exercise or
Award of an Option or Restricted Share Agreement subject to a Company repurchase
option and are repurchased by the Company,  the shares of Stock allocable to the
unexercised  portion of such  Option or such  repurchased  shares of Stock shall
again be available for issuance under the Plan.

4.2  ADJUSTMENTS  FOR  CHANGES IN CAPITAL  STRUCTURE.  In the event of any stock
dividend,  stock  split,  reverse  stock split,  recapitalization,  combination,
reclassification  or similar  change in the capital  structure  of the  Company,
appropriate  adjustments shall be made in the number and class of shares subject
to the Plan and to any  outstanding  Options,  in the Share  Issuance  Limit set
forth in  Section  4.1,  in the  exercise  price  per  share of any  outstanding
Options.

5. ELIGIBILITY AND LIMITATIONS.

5.1 PERSONS ELIGIBLE. Awards may be granted only to Employees,  Consultants, and
Directors. For purposes of the foregoing sentence,  "Employees,"  "Consultants",
and "Directors" shall include prospective  Employees,  prospective  Consultants,
and prospective  Directors to whom Options and Restricted  Shares may be awarded
in connection with written offers of an employment or other service relationship
with the Participating Company Group.

5.2  OPTION  AWARD  RESTRICTIONS.  Any  person  who is not  an  Employee  on the
effective  date of the Award of an Option to such  person may be awarded  only a
Nonqualified  Stock Option.  An Incentive  Stock Option awarded to a prospective
Employee upon the condition  that such person become an Employee shall be deemed
granted effective on the date such person commences Service with a Participating
Company.

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5.3 FAIR MARKET  VALUE  LIMITATION.  To the extent that  Options  designated  as
Incentive   Stock  Options   (granted  under  all  stock  option  plans  of  the
Participating  Company  Group,  including  the Plan)  become  exercisable  by an
Optionee  for the first time during any  calendar  year for Stock  having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000),  the portions
of such Options which exceed such amount shall be treated as Nonqualified  Stock
Options. For purposes of this Section 5.3, Options designated as Incentive Stock
Options shall be taken into account in the order in which they were awarded, and
the Fair  Market  Value of Stock shall be  determined  as of the time the Option
with respect to such Stock was awarded.  If the Code is amended to provide for a
different  limitation  from that set forth in this Section 5.3,  such  different
limitation shall be deemed incorporated herein effective as of the date and with
respect to such Options as required or permitted by such  amendment to the Code.
If an  Option  is  treated  as an  Incentive  Stock  Option  in  part  and  as a
Nonqualified  Stock Option in part by reason of the limitation set forth in this
Section  5.3,  the  Optionee  may  designate  which  portion of such  Option the
Optionee is exercising.  In the absence of such designation,  the Optionee shall
be deemed to have  exercised  the Incentive  Stock Option  portion of the Option
first. Separate certificates representing each such portion shall be issued upon
the exercise of the Option.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS AND RESTRICTED SHARES.

6.1 AWARD AGREEMENTS. Options shall be evidenced by Option Agreements specifying
the nature and number of shares of Stock  covered  thereby,  and shall  exist in
such form as the Board shall from time to time establish. An Award of Restricted
Shares shall be evidenced by a Restricted Share Agreement  specifying the number
of shares issued and the restrictions  thereon,  and shall exist in such form as
the Board shall, from time to time, approve. Such Agreements may incorporate all
or any of the  terms of the  Plan by  reference  and  shall  comply  with and be
subject to the terms and conditions herein.

6.2 OPTION VESTING AND EXERCISE  PRICE.  Each Option  Agreement  shall include a
vesting schedule  describing the date,  event, or act upon which an Option shall
vest,  in whole or in part,  with  respect to all or a specified  portion of the
shares  covered by such  Option.  Each  Option  Agreement  shall also convey the
exercise  price  for each  Option  or the  means by which  such  price  shall be
established,   with  such  exercise  price  or  method  of  establishment  being
established in the  discretion of the Board;  provided,  however,  that: (a) the
exercise  price per share for an  Incentive  Stock Option shall be not less than
the Fair Market Value of a share of Stock on the effective  date of grant of the
Option,  and (b) no Option granted to a Ten Percent Owner Optionee shall have an
exercise  price per share less than one hundred  ten percent  (110%) of the Fair
Market Value of a share of Stock on the effective date of grant of the Option.

6.3 EXERCISABILITY AND TERM OF OPTIONS. Options shall be exercisable as shall be
determined by the Board and set forth in the Option  Agreement  evidencing  such
Option;  provided,  however,  that:  (a) no  Incentive  Stock  Option  shall  be
exercisable  after the  expiration of ten (10) years after the effective date of
grant of such  Option,  (b) no Incentive  Stock Option  awarded to a Ten Percent
Owner Optionee shall be exercisable after the expiration of five (5) years after
the  effective  date of grant of such  Option,  or (c) no  Option  awarded  to a
prospective Employee,  prospective Consultant or prospective Director may become
exercisable  prior to the date on which such  person  commences  Service  with a
Participating Company.

6.4 PAYMENT OF OPTION EXERCISE PRICE

      (a) FORMS OF CONSIDERATION  AUTHORIZED.  Payment of the exercise price for
the number of shares of Stock being  purchased  pursuant to any Option  shall be
made in cash, by check or cash equivalent by such other  consideration as may be
approved by the Board from time to time to the extent  permitted  by  applicable
law.

      (b) LIMITATIONS ON FORMS OF CONSIDERATION.

            (i) CASHLESS EXERCISE.  The Company reserves,  at any and all times,
the right, in the Company's sole and absolute discretion, to establish,  decline
to approve or terminate any program or procedures for the exercise of Options by
means of a cashless exercise.

            (ii)  PAYMENT  BY  PROMISSORY  NOTE.  No  promissory  note  shall be
permitted  if the  exercise  of an Option  using a  promissory  note  would be a
violation of any law. Any  permitted  promissory  note shall be on such terms as
the Board  shall  determine.  The Board  shall have the  authority  to permit or
require the  Optionee to secure any  promissory  note used to exercise an Option
with the shares of Stock  acquired upon the exercise of the Option or with other
collateral acceptable to the Company.

6.5 TAX  WITHHOLDING.  Upon the  exercise  of an Option or upon the  vesting  of
Restricted Shares, the Company shall have the right, but not the obligation,  to
deduct from the shares of Stock issuable,  or to accept from the Participant the
tender of, a number of whole  shares of Stock  having a Fair  Market  Value,  as
determined by the Company, equal to all or any part of the federal, state, local
and foreign taxes, if any,  required by law to be withheld by the  Participating
Company  Group  with  respect to such  Restricted  Stock,  Option,  or the Stock
acquired  upon  the  exercise  thereof.  Alternatively  or in  addition,  in its
discretion, the Company shall have the right to require the Participant, through
payroll withholding, cash payment or otherwise, including by means of a Cashless
Exercise, to make adequate provision for any such tax withholding obligations of
the Participating Company Group arising in connection with the Restricted Stock,
Option, or the shares acquired upon the exercise thereof.  The Fair Market Value
of any shares of Stock withheld or tendered to satisfy any such tax  withholding
obligations  shall not exceed the amount  determined by the  applicable  minimum
statutory  withholding  rates.  The Company  shall have no obligation to deliver
shares  of Stock  or to  release  shares  of Stock  from an  escrow  established
pursuant to any Agreement  entered  hereunder  until the  Participating  Company
Group's tax withholding obligations have been satisfied by the Participant.

6.6 STOCK RESTRICTIONS. Shares issued under the Plan shall be subject to a right
of first refusal,  one or more repurchase options, and such other conditions and
restrictions  as determined by the Board in its discretion at the time an Option
or Restricted Share Award is made.

      (a) REPURCHASE  RIGHTS.  The Company shall have the right to assign at any
time  any  repurchase  right it may  have,  whether  or not  such  right is then
exercisable,  to one or more  persons as may be  selected by the  Company.  Upon
request by the Company,  each Participant shall execute any agreement evidencing
such transfer restrictions prior to the receipt of shares of Stock hereunder and
shall  promptly  present to the  Company any and all  certificates  representing
shares of Stock  acquired  hereunder for the placement on such  certificates  of
appropriate legends evidencing any such transfer restrictions.

      (b) SERVICE VESTING AND TRANSFERABILITY. The Company shall have the right,
at the time of the Award, to place  restrictions on Awards including upon shares
issued upon the exercise of an Option.

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      (c) RESTRICTED SHARE AWARDS. Subject to and consistent with the provisions
of this Plan,  each Restricted  Share shall be evidenced by a written  Agreement
setting forth the terms and conditions  pertaining to such Award,  including the
number of shares  awarded.  Unless  otherwise  required by  statute,  Restricted
Shares  may  be  awarded  with  or  without  payment  of  consideration  by  the
Participant.  Each Restricted  Share Agreement shall include a vesting  schedule
describing the date,  event, or act upon which Restricted  Shares shall vest, in
whole or in part,  with  respect  to all or a  specified  portion  of the Shares
covered by the  Award.  No  Restricted  Share not yet  vested is  assignable  or
transferable  and any attempt at transfer or assignment  of such Share,  and any
attempt by a creditor to attach such  Share,  shall be null and void.  Until the
date a Stock certificate is issued to a Participant,  a Participant will have no
rights  as a  stockholder  of the  Company.  No  adjustments  shall  be made for
dividends  of any kind or nature,  distributions,  or other rights for which the
record date is prior to the date such stock  certificate  is issued.  Consistent
with the  provisions  of this  Plan,  the  Board may in its  discretion  modify,
extend, or renew any Restricted Share Agreement,  or accept cancellation of same
in exchange for the granting of a new Award. The preceding not withstanding,  no
modification of a Restricted  Share Agreement which is not vested shall,  absent
the consent of the  Participant,  alter or impair any rights or obligations with
respect to such Agreement.

6.7 EFFECT OF TERMINATION OF SERVICE.

      (a)  RESTRICTED  SHARES.  If a  Participant's  Service  terminates for any
reason  other  than as a  result  of a Change  in  Control,  such  Participant's
Restricted Shares which are not vested at the time of Service  termination shall
be  forfeited.  If a  Participant's  service  terminates  because of a Change of
Control and if an amount to be received  by a  Participant  from this Plan would
otherwise  constitute a "parachute  payment" as defined in section 280G(b)(2) of
the Code, then any accelerated  vesting due to a Change of Control or subsequent
termination  of the  Participant's  Service  shall be  limited  to the amount of
vesting that permits the Participant to receive, after application of the excise
tax imposed by section 4999 of the Code,  the greater of: (1) A total  parachute
payment  that equals 2.99 times the  Participant's  base amount,  as  determined
under section 280G of the Code;  or (2) full vesting of all unvested  Restricted
Shares as of the date of the Participant's termination of employment.

      (b)  OPTIONS.  Subject to earlier  termination  of the Option as otherwise
provided herein,  and unless otherwise provided by the Board in an Award and set
forth in the Agreement  related thereto,  an Option shall be exercisable after a
Participant's  termination  of Service  only during the  applicable  time period
determined in accordance  with the following  provisions of this Section 6.10(b)
and thereafter shall terminate:

            (i) DISABILITY.  If the Participant's  Service terminates because of
the Disability of the  Participant,  an Option,  to the extent  unexercised  and
exercisable on the date on which the Participant's  Service  terminated,  may be
exercised  by  the   Participant  (or  the   Participant's   guardian  or  legal
representative)  at any time prior to the expiration of twelve (12) months after
the date on which  the  Participant's  Service  terminated,  but in any event no
later  than the date of  expiration  of the  Option's  term as set  forth in the
Agreement evidencing such Option (the "EXPIRATION DATE").

            (ii) DEATH. If the Participant's  Service  terminates because of the
death of the Participant,  an Option, to the extent  unexercised and exercisable
on the date on which the Participant's  Service terminated,  may be exercised by
the Participant's legal representative or other person who acquired the right to
exercise  the Option or Right by reason of the  Participant's  death at any time
prior to the  expiration  of  twelve  (12)  months  after  the date on which the
Participant's Service terminated,  but in any event no later than the Expiration
Date. The Participant's Service shall be deemed to have terminated on account of
death if the Participant  dies within three (3) months (or such longer period of
time as  determined by the Board,  in its  discretion)  after the  Participant's
termination of Service.

<PAGE>

            (iii) OTHER  TERMINATION OF SERVICE.  If the  Participant's  Service
terminates for any reason,  except Disability or death, an Option, to the extent
unexercised  and  exercisable  by the  Participant  on the  date  on  which  the
Participant's  Service  terminated,  may be exercised by the  Participant at any
time prior to the  expiration of three (3) months (or such longer period of time
as  determined  by the  Board,  in its  discretion)  after the date on which the
Participant's Service terminated,  but in no event any later than the Expiration
Date.

      (c) RESERVATION OF RIGHTS.  The grant of Awards under the Plan shall in no
way  affect  the right of the  Company  to  adjust,  reclassify,  reorganize  or
otherwise  change its capital or business  structure  or to merge,  consolidate,
dissolve,  liquidate  or sell or  transfer  all or any part of its  business  or
assets.

6.8  TRANSFERABILITY  OF OPTIONS.  During the  lifetime of the  Participant,  an
Option shall be  exercisable  only by the  Participant  or by the  Participant's
guardian or legal representative.  No Option shall be assignable or transferable
by the Participant,  except by will or by the laws of descent and  distribution.
Notwithstanding the foregoing, to the extent permitted by the Board, in its sole
discretion,  and as set forth in the Option Agreement  evidencing such Option, a
Nonqualified Stock Option shall be assignable or transferable.

SECTION 7. CHANGE IN CONTROL.

7.1 EFFECT OF CHANGE IN CONTROL ON OPTIONS. In the event of a Change in Control,
the  surviving,  continuing,  successor,  or  purchasing  corporation  or  other
business  entity  or  parent  thereof,  as  the  case  may  be  (the  "ACQUIRING
CORPORATION"),  may, without the consent of any  Participant,  either assume the
Company's  rights and obligations  under  outstanding  Options or substitute for
such outstanding Options  substantially  equivalent options or rights for, or in
relation to, the Acquiring Corporation's stock.

7.2 EFFECT OF CHANGE OF CONTROL ON RESTRICTED SHARE RIGHTS.

      (a) Restricted  Shares  outstanding under the Plan at the time of a Change
in Control shall  automatically  Vest in full immediately prior to the effective
date of such Change in Control and will no longer be subject to forfeiture  risk
or to any  repurchase  right.  However,  Restricted  Shares shall not vest on an
accelerated basis as a result of a Change in Control if and to the extent:

            (i)  such  Restricted  Share  Award,  having  been  assumed  by  the
successor  corporation  (or parent  thereof),  is  replaced  with  shares of the
capital stock of the successor  corporation subject to substantially  equivalent
restrictions or is otherwise  continued in full force and effect pursuant to the
terms of the Change in Control  transaction,  and any  repurchase  rights of the
Company with respect to any unvested Restricted Shares are concurrently assigned
to such  successor  corporation  (or parent  thereof) or otherwise  continued in
effect; or

            (ii) such Restricted Shares are to be replaced with a cash incentive
program of the Company or any successor  corporation  which  preserves the value
existing on the unvested  Restricted Shares at the time of the Change in Control
and provides for subsequent  payout in accordance with the same Vesting schedule
applicable to those unvested Restricted Shares; or

<PAGE>

            (iii) the  acceleration of such Restricted Share is subject to other
limitations  imposed  by the Plan  Administrator  at the time of the  Restricted
Share grant.

      (b) Should,  in the course of a Change in Control,  the actual  holders of
the Company's  outstanding Stock receive cash consideration in exchange for such
Stock, the successor  corporation may, in connection with the replacement of the
outstanding  Restricted Shares under this Plan, substitute one or more shares of
its  own  common  stock  with  a  fair  market  value  equivalent  to  the  cash
consideration  paid per share of Stock in such  Change in Control and subject to
substantially  equivalent  restrictions  as were in  effect  for the  Restricted
Shares immediately before the Change in Control.

      (c) The foregoing  notwithstanding,  the Board shall have the  discretion,
exercisable  either at the time the Restricted Shares are granted or at any time
while the Restricted Shares remain unvested, to structure one or more Restricted
Shares so that those Restricted Shares shall  automatically  accelerate and Vest
in full upon the  occurrence  of a Change in Control.  The Board shall also have
full power and authority,  exercisable  either at the time The Restricted Shares
are  granted or at any time while the  Restricted  Shares  remain  unvested,  to
structure such Restricted Share so that the shares will automatically Vest on an
accelerated  basis should the  Participant's  employment or service terminate by
reason of an Involuntary  Termination  within a designated period (not to exceed
eighteen (18) months)  following the effective  date of any Change in Control in
which the  Restricted  Shares  do not  otherwise  Vest.  In  addition,  the Plan
Administrator  may  provide  that  one  or  more  of the  Company's  outstanding
repurchase  rights with respect to Restricted  Shares held by the Participant at
the time of such  Involuntary  Termination  shall  immediately  terminate  on an
accelerated  basis, and the Restricted Shares subject to those terminated rights
shall accordingly Vest at that time.

            (i)  For  purposes  of  this   Section   8.2(c),   an   "INVOLUNTARY
TERMINATION"  shall mean the  termination  of the  Participant's  service  which
occurs by reason of: (1) such individual's involuntary dismissal or discharge by
the  Company  for  reasons  other  than  Misconduct,  or (2)  such  individual's
voluntary  resignation  following  (A) a change in his or her position  with the
Company which materially reduces his or her duties and  responsibilities  or the
level of  management  to which he or she reports,  (B) a reduction in his or her
level of compensation  (including base salary,  fringe benefits and target bonus
under any corporate-performance  based bonus or incentive programs) by more than
fifteen  percent  (15%)  or (3) a  relocation  of  such  individual's  place  of
employment  by more than fifty (50)  miles,  provided  and only if such  change,
reduction or relocation is effected without the individual's consent.

            (ii)  "MISCONDUCT"  shall mean the  commission  of any act of fraud,
embezzlement  or  dishonesty  by  the  Participant,   any  unauthorized  use  or
disclosure by such person of  confidential  information  or trade secrets of the
Company or any other intentional  misconduct by such person adversely  affecting
the  business  or affairs of the  Company in a material  manner.  The  foregoing
definition  shall  not be deemed to be  inclusive  of all the acts or  omissions
which the Company may consider as grounds for the  dismissal or discharge of any
Participant or other person in the Company's service.

SECTION 8. PROVISION OF INFORMATION.

      At least  annually,  copies of the  Company's  balance  sheet  and  income
statement  for the just  completed  fiscal year shall be made  available to each
Participant.

SECTION 9. TERMINATION OR AMENDMENT OF PLAN.

<PAGE>

      The Plan shall terminate ten (10) years from its effective date. The Board
may terminate or amend the Plan at any time. No  termination or amendment of the
Plan shall affect any then outstanding  Award unless  expressly  provided by the
Board.

SECTION 10. REPURCHASE AND FIRST REFUSAL RIGHTS.

10.1  REPURCHASE  RIGHTS.  Should the  Participant  cease to be  employed  by or
provide services to the Company while holding one or more shares of Stock issued
pursuant to the exercise of an Option  granted  under this Plan or pursuant to a
Stock  Award under the Plan,  then those  shares,  to the extent any  Restricted
Shares are no longer  subject to  forfeiture,  shall be subject to repurchase by
the Company, at the Company's sole discretion,  at the Fair Market Value of such
shares on the date of such repurchase and the Participant  shall have no further
stockholder  rights with respect to those shares.  The terms and conditions upon
which such  repurchase  right  shall be  exercisable  (including  the period and
procedure for exercise) shall be established by the Board.

10.2 FIRST REFUSAL RIGHTS.  If imposed in the agreement,  the Company shall have
the  right  of  first  refusal  with  respect  to any  proposed  sale  or  other
disposition  by the holder of any shares of Stock  issued  pursuant  to an Award
granted  under the Plan.  Such right of first refusal  shall be  exercisable  in
accordance with terms and conditions established by the Board.

SECTION 11. MISCELLANEOUS PROVISIONS.

11.1 NO  RIGHTS  OF  STOCKHOLDER.  Prior  to the  date on  which  an  Option  is
exercised,  neither the Participant, nor a Beneficiary or any other successor in
interest  will  be,  or  will  have  any of the  rights  and  privileges  of,  a
stockholder with respect to any Stock issuable upon the exercise of such Option.

11.2 NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing contained herein shall be deemed
to give any person any right to employment by the Company or by a  Participating
Company,  or to  interfere  with the  right of the  Company  or a  Participating
Company to discharge  any person at any time  without  regard to the effect that
such discharge will have upon such person's rights or potential  rights, if any,
under  the  Plan.  The  provisions  of the Plan are in  addition  to,  and not a
limitation  on, any  rights a  Participant  may have  against  the  Company or a
Participating  Company by reason of any  employment or other  agreement with the
Company or a Participating Company.

11.3  SEVERABILITY.  If any  provision  of this  Plan is held to be  illegal  or
invalid for any reason, the remaining provisions are to remain in full force and
effect and are to be construed and enforced in  accordance  with the purposes of
the Plan as if the illegal or invalid provision or provisions did not exist.

      IN WITNESS WHEREOF, the undersigned  President and Chief Executive Officer
of the Company  certifies that the foregoing sets forth the LCS Group, Inc. 2003
Incentive Plan as duly adopted by the Board on November 21, 2003.

                         /s/ Michael Mitchell
                         -------------------------------------------------------
                         Michael Mitchell, President and Chief Executive Officer