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                                                                      EXHIBIT A
 
                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
                     1997 NON-EMPLOYEE DIRECTOR STOCK PLAN
                                     AS OF
                                  MAY 7, 1997
 
  1. PURPOSE OF THE PLAN. The purpose of the Donnelley Enterprise Solutions
Incorporated 1997 Non-Employee Director Stock Plan is to promote the long-term
growth of the Corporation by increasing the proprietary interest of Non-
Employee Directors in the Corporation and to attract and retain highly
qualified and capable Non-Employee Directors.
 
  2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:
 
    "AWARD" means an award granted to a Non-Employee Director under the Plan
  in the form of Options or Shares, or any combination thereof.
 
    "BOARD" means the Board of Directors of the Corporation.
 
    "CORPORATION" means Donnelley Enterprise Solutions Incorporated.
 
    "FAIR MARKET VALUE" means, with respect to any date, the average between
  the highest and lowest sale prices per Share on The Nasdaq Stock Market on
  such date, provided that if there shall be no sale of Shares reported on
  such date, the Fair Market Value of a Share on such date shall be deemed to
  be equal to the average between the highest and lowest sale prices per
  Share on The Nasdaq Stock Market for the last preceding date on which sales
  of Shares were reported.
 
    "OPTION" means an option to purchase Shares awarded under Section 8 which
  does not meet the requirements of Section 422 of the Internal Revenue Code
  of 1986, as amended, or any successor law.
 
    "OPTION GRANT DATE" means the date as of which an Option is granted to a
  Non-Employee Director.
 
    "OPTIONEE" means a Non-Employee Director of the Corporation to whom an
  Option has been granted or, in the event of such Non-Employee Director's
  death prior to the expiration of an Option, such Non-Employee Director's
  executor, administrator, beneficiary or similar person, or, in the event of
  a transfer permitted by Section 7 hereof, such permitted transferee.
 
    "NON-EMPLOYEE DIRECTOR" means a director of the Corporation who is not an
  employee of the Corporation or any subsidiary of the Corporation.
 
    "PLAN" means the Donnelley Enterprise Solutions Incorporated 1997 Non-
  Employee Director Stock Plan, as amended and restated from time to time.
 
    "SHARES" means shares of the Common Stock, par value $.01 per share, of
  the Corporation.
 
    "STOCK OPTION AGREEMENT" means a written agreement between a Non-Employee
  Director and the Corporation evidencing an Option.
 
  3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board
or a committee of the Board designated by the Board ("Committee"). Each member
of the Committee shall be a "Non-Employee Director" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
 
  The Board or Committee, as applicable, shall have full power and authority
to interpret and construe the Plan and adopt such rules and regulations as it
shall deem necessary and advisable to implement and administer the Plan. All
such interpretations, rules and regulations shall be conclusive and binding on
all parties. A majority of the Board or Committee, as applicable, shall
constitute a quorum. The acts of the Board or Committee shall be either (i)
acts of a majority of the members of the Board or Committee present at any
meeting at which a quorum is present or (ii) acts approved in writing by all
of the members of the Board or Committee without a meeting.
 
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  4. AWARDS UNDER THE PLAN. Awards in the form of Options shall be granted to
a Non-Employee Directors in accordance with Section 8. Each Option granted
under the Plan shall be evidenced by a Stock Option Agreement.
 
  5. ELIGIBILITY. Non-Employee Directors of the Corporation shall be eligible
to participate in the Plan in accordance with Section 8.
 
  6. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section
11, the aggregate number of Shares which may be issued or delivered upon the
award of Shares and the exercise of Options shall not exceed 75,000 Shares. To
the extent that Shares subject to an outstanding Option are not issued or
delivered by reason of the expiration, termination, cancellation or forfeiture
of such Option or by reason of the delivery of Shares (either actually or by
attestation) to pay all or a portion of the exercise price of such Option,
then such Shares shall again be available under the Plan. Shares of Common
Stock to be issued may be authorized and unissued Shares, treasury Shares or a
combination thereof.
 
  7. NON-TRANSFERABILITY OF OPTIONS. No Option shall be transferable other
than (i) by will, the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the Corporation or (ii) as
otherwise set forth in the agreement relating to such Option. Each Option may
be exercised during the Optionee's lifetime only by the Optionee or the
Optionee's guardian, legal representative or similar person. Except as
permitted by the second preceding sentence, no Option may be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed
of (whether by operation of law or otherwise) or be subject to execution,
attachment or similar process. Upon any attempt to so sell, transfer, assign,
pledge, hypothecate, encumber or otherwise dispose of any Option, such Option
and all rights thereunder shall immediately become null and void.
 
  8. NON-ELECTIVE OPTIONS. Each Non-Employee Director shall be granted
Options, subject to the following terms and conditions:
 
  TIME OF GRANT. On the date of the 1997 annual meeting of stockholders (or,
if later, on the date on which a person is first elected or begins to serve as
a Non-Employee Director), each person who is a Non-Employee Director
immediately after such annual meeting shall be granted an Option to purchase
5,000 Shares. On the date of each annual meeting subsequent to the 1997 annual
meeting of stockholders each person who is a Non-Employee Director immediately
after such annual meeting shall be granted an Option to purchase 5,000 shares;
provided, that such person has served as as a director of the Company for at
least nine months prior to such annual meeting.
 
  PURCHASE PRICE. The purchase price per Share under each Option granted
pursuant to this Section 8 shall be 100% of the Fair Market Value per Share on
the Option Grant Date.
 
  EXERCISE OF OPTIONS. Subject to Section 9, each Option shall not be
exercisable during the calendar year in which such Option is granted.
Thereafter, such Option may be exercised: (i) on or after the first January 1
occurring after its date of grant, for up to one-third of the Shares subject
to such Option on its date of grant, (ii) on or after the second January 1
occurring after its date of grant, for up to an additional one-third (two-
thirds on a cumulative basis) of the Shares subject to such Option on its date
of grant and (iii) on or after the third January 1 occurring after its date of
grant, for up to the remaining one-third (all Shares on a cumulative basis) of
the Shares subject to such Option on its date of grant. No Option shall be
exercised later than ten years after the Option Grant Date. An Option may be
exercised during the Optionee's continued service as a Non-Employee Director,
and, unless otherwise determined by the Board or Committee, as applicable, as
set forth in the Stock Option Agreement relating to the Option, for a period
not in excess of ninety days following termination of service as a Non-
Employee Director, and only within the original term of the Option; provided,
however, that if service by the Optionee as a Non-Employee Director shall have
terminated by reason of retirement or total and permanent disability, then the
Option may be exercised to the extent set forth in the Stock Option Agreement
relating to the Option for a period not in excess of five years following
termination of service as a Non-Employee Director, but not after the
expiration of the term of the Option. In the event of the death of an Optionee
(i) while serving as a Non-Employee Director, (ii) within a period not in
excess of five years after termination of service
 
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as a Non-Employee Director by reason of retirement or total and permanent
disability or (iii) within ninety days after termination of service as a Non-
Employee Director for any other reason, each outstanding Option held by such
Optionee at the time of death may be exercised to the extent set forth in the
Stock Option Agreement relating to the Option by the executor, administrator,
personal representative, beneficiary or similar persons of such deceased
Optionee within ninety days of the date of death. An exercisable Option, or
portion thereof, may be exercised only with respect to whole Shares.
 
  An Option may be exercised (i) by giving written notice to the Corporation
specifying the number of whole Shares to be purchased and accompanied by
payment therefor in full (or arrangement made for such payment to the
Corporation's satisfaction) either (A) in cash, (B) in previously owned whole
Shares (which the Optionee has held for at least six months prior to delivery
of such Shares or which the Optionee purchased on the open market and for
which the Optionee has good title free and clear of all liens and
encumbrances) having a Fair Market Value, determined as of the date of
exercise, equal to the aggregate purchase price payable by reason of such
exercise, (C) in cash by a broker-dealer acceptable to the Corporation to whom
the Optionee has submitted an irrevocable notice of exercise or (D) a
combination of (A) and (B) and (ii) by executing such documents as the
Corporation may reasonably request. The Board or Committee, as applicable,
shall have sole discretion to disapprove of an election pursuant to any of
clauses (B)-(D). Any fraction of a Share which would be required to pay such
purchase price shall be disregarded and the remaining amount due shall be paid
in cash by the Optionee. No certificate representing Shares shall be delivered
until the full purchase price therefor has been paid.
 
  9. CHANGE IN CONTROL. If while any Option is outstanding--
 
    (a) any "person," as such term is defined in Section 3(a)(9) of the
  Exchange Act, as modified and used in Section 13(d) and 14(d) thereof (but
  not including (i) the Corporation or any of its subsidiaries, (ii) a
  trustee or other fiduciary holding securities under an employee benefit
  plan of the Corporation or any of its subsidiaries, (iii) an underwriter
  temporarily holding securities pursuant to an offering of such securities,
  or (iv) a corporation owned, directly or indirectly, by the stockholders of
  the Corporation in substantially the same proportions as their ownership of
  stock of the Corporation) (hereinafter a "Person") is or becomes the
  beneficial owner, as defined in Rule 13d-3 of the Exchange Act, directly or
  indirectly, of securities of the Corporation (not including in the
  securities beneficially owned by such Person any securities acquired
  directly from the Company or its affiliates, excluding an acquisition
  resulting from the exercise of a conversion or exchange privilege in
  respect of outstanding convertible or exchangeable securities) representing
  50% or more of the combined voting power of the Corporation's then
  outstanding securities; or
 
    (b) during any period of twenty-four (24) consecutive months (not
  including any period prior to the effective date of the Plan), individuals
  who at the beginning of such period constitute the Board and any new
  director (other than a director designated by a Person who has entered into
  any agreement with the Corporation to effect a transaction described in
  Clause (a), (c) or (d) of this Section 9) whose election by the Board or
  nomination for election by the Corporation's stockholders was approved by a
  vote of at least two-thirds ( 2/3) of the directors then still in office
  who either were directors at the beginning of the period or whose election
  or nomination for election was previously so approved, cease for any reason
  to constitute a majority thereof; or
 
    (c) the stockholders of the Corporation approve a merger or consolidation
  of the Corporation with any other corporation, other than (i) a merger or
  consolidation which would result in the voting securities of the
  Corporation outstanding immediately prior thereto continuing to represent
  (either by remaining outstanding or by being converted into voting
  securities of the surviving entity), in combination with the ownership of
  any trustee or other fiduciary holding securities under an employee benefit
  plan of the Corporation, at least 50% of the combined voting power of the
  voting securities of the Corporation or such surviving entity outstanding
  immediately after such merger or consolidation, or (ii) a merger or
  consolidation effected to implement a recapitalization of the Corporation
  (or similar transaction) in which no Person acquires more than 50% of the
  combined voting power of the Corporation's then outstanding securities; or
 
 
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    (d) the stockholders of the Corporation approve a plan of complete
  liquidation of the Corporation or an agreement for the sale or disposition
  by the Corporation of all or substantially all the Corporation's assets,
  (any of such events being hereinafter referred to as a "Change in
  Control"),
 
then from and after the date on which public announcement of the acquisition
of such percentage shall have been made, or the date on which the change in
the composition of the Board set forth above shall have occurred, or the date
of any such stockholder approval of a merger, consolidation, plan of complete
liquidation or an agreement for the sale of the Corporation's assets as
described above occurs (the applicable date being hereinafter referred to as
the "Acceleration Date"), all Options, whether or not then exercisable in
whole or in part, shall be fully and immediately exercisable.
 
  10. AMENDMENT AND TERMINATION. The Plan may be amended or terminated by the
Board in any respect except that no amendment may be made without stockholder
approval if stockholder approval is required by applicable law, rule or
regulation. No amendment may impair the rights of an Optionee without the
consent of such Optionee.
 
  11. ADJUSTMENTS. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular
cash dividend, the number and class of securities available under the Plan,
the number and class of securities subject to each outstanding Option and the
purchase price per security shall be appropriately adjusted by the Board or
Committee, as applicable, such adjustments to be made in the case of
outstanding Options without an increase in the aggregate purchase price. If
any such adjustment would result in a fractional security being (i) available
under the Plan, such fractional security shall be disregarded, or (ii) subject
to an outstanding Option, the Corporation shall pay the holder thereof, in
connection with the first exercise of such Option in whole or in part
occurring after such adjustment, an amount in cash determined by multiplying
(i) the fraction of such security (rounded to the nearest hundredth) by (ii)
the excess, if any, of (A) the Fair Market Value on the date of such exercise
over (B) the exercise price of such Option.
 
  12. RESTRICTIONS ON SHARES. Each grant made hereunder shall be subject to
the requirement that if at any time the Corporation determines that the
listing, registration or qualification of Shares subject thereto upon any
securities exchange, quotation system or under any law, or the consent or
approval of any governmental body, or the taking of any other action is
necessary or desirable as a condition of, or in connection with, the delivery
of Shares thereunder, such Shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the
Corporation. The Corporation may require that certificates evidencing Shares
delivered pursuant to any grant made hereunder bear a legend indicating that
the sale, transfer or other disposition thereof by the holder is prohibited
except in compliance with the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
 
  13. RIGHTS AS STOCKHOLDER. No person shall have any right as a stockholder
of the Corporation with respect to any Shares or other equity security of the
Corporation which are subject to a grant hereunder unless and until such
person becomes a stockholder of record with respect to such Shares or equity
security.
 
  14. GOVERNING LAW. The Plan, each grant hereunder and any related Stock
Option Agreement, and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of Delaware and construed
in accordance therewith without giving effect to principles of conflicts of
laws.
 
  15. EFFECTIVE DATE. The Plan shall be submitted to the stockholders of the
Corporation for approval and, if approved, shall become effective as of the
date of such approval. The Plan shall terminate when Shares are no longer
available under the Plan unless terminated prior thereto by action of the
Board. No further grants shall be made under the Plan after termination, but
termination shall not affect the rights of any participant under any grants
made prior to termination.
 
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