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                                  EXHIBIT 10(e)

                 NON-QUALIFIED (NON-ISO) STOCK OPTION AGREEMENT

         This Stock Option  Agreement (the  "Agreement"),  made this ____ day of
March,   1997,  by  and  between  SLH  Corporation   ("SLH")  and   ____________
______________________  (the "Grantee")  evidences the grant, by SLH, of a Stock
Option (the "Option") to the Grantee  effective on March 3, 1997,  (the "Date of
Grant")  and the  Grantee's  acceptance  of the  Option in  accordance  with the
provisions of the SLH Corporation  1997 Stock  Incentive Plan (the "Plan").  SLH
and the Grantee agree as follows:

         1. Shares  Optioned and Option Price.  The Grantee shall have an option
to  purchase  ________  shares of SLH  common  stock for  $_________  per share,
subject  to the terms and  conditions  of this  Agreement  and of the Plan,  the
provisions  of which are hereby  incorporated  herein by  reference.  The shares
subject to the Option are not,  nor are they  intended  to be,  Incentive  Stock
Option (ISO) shares as described in section 422 of the Internal  Revenue Code of
1986, as amended.

         2. Vesting.  Except as otherwise  provided in section 3 below or in the
Plan,  this Option  shall be deemed  vested with respect to the number of shares
described in section 1 as follows:  (a) the right to purchase  one-fourth of the
number of shares  described  in  section 1 shall  first be vested on the Date of
Grant, (b) the right to purchase one-fourth of the number of shares described in
section 1 shall first be vested on the first  anniversary  of the Date of Grant,
(c) the right to purchase  one-half of the remaining  number of unvested  shares
shall first be vested on the second  anniversary  of the Date of Grant,  and (d)
the right to purchase the balance of the  unvested  shares shall first be vested
on the third  anniversary  of the Date of Grant.  Notwithstanding  the foregoing
provisions  of  this  section  2,  if the  Grantee's  employment  with  SLH or a
Subsidiary (as defined in the Plan)  terminates on account of death,  disability
(as defined in the Plan) or retirement,  the Option shall be deemed vested as to
all shares  described in section 1 hereof as of the date of such  termination of
employment.

         3. Exercise Period.  The Option may be exercised from time to time with
respect  to all or any  number  of the then  unexercised  shares as to which the
Option has vested  under  section 2, on any regular  business  day of SLH at its
then executive offices, until the earliest to occur of the following dates:

                  (a)      the tenth anniversary of the Date of Grant;

                  (b)      the first anniversary  of  the  date of the Grantee's
         termination of employment with SLH and all Subsidiaries (as defined  in
         the Plan) on account of death or disability;

                  (c)      the third anniversary of the Grantee's retirement; or

                  (d) the date six (6) months  following the date upon which the
         Grantee's  employment with SLH and all Subsidiaries  terminates for any
         reason other than those described in subsection (b) or (c) next above.

         4.       Exercise.

                  (a) During the period that the Option is  exercisable,  it may
         be exercised in full or in part by the Grantee or his guardian or legal
         representative, and, in the event of the Grantee's death, by the person

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         or persons to whom the  Option was  transferred  by will or the laws of
         descent and  distribution,  by delivering or mailing  written notice of
         the  exercise to the  Secretary  of SLH.  The written  notice  shall be
         signed by the person  entitled to exercise the Option and shall specify
         the address and Social  Security  number of such person.  If any person
         other than the Grantee  purports to be entitled to exercise  all or any
         portion of the  Option,  the written  notice  shall be  accompanied  by
         proof, satisfactory to the Secretary of SLH, of that entitlement.

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                  (b)  Subject  to the  provisions  of  subsections  (d) and (e)
         hereof,  the written notice shall be accompanied by full payment of the
         exercise  price  for the  shares as to which  the  Option is  exercised
         either  (i) in cash or cash  equivalents,  (ii) in shares of SLH common
         stock  evidenced by  certificates  either endorsed or with stock powers
         attached  transferring  ownership to SLH, with an aggregate Fair Market
         Value (as defined in the Plan) equal to said exercise price on the date
         the  written  notice  is  received  by the  Secretary,  or (iii) in any
         combination of cash or cash equivalents and such shares.

                  (c)  Notwithstanding  the  provisions of  subsection  (b) next
         above,  shares  acquired  through the  exercise of an  Incentive  Stock
         Option  granted the Plan may be used as payment at  exercise  hereunder
         only if such  shares  have been  held for at least 12 months  following
         such acquisition.

                  (d) In  lieu  of  payment  of  the  exercise  price  by way of
         delivery of  certificate(s)  evidencing shares of SLH common stock, the
         Grantee may furnish a notarized statement reciting the number of shares
         being  purchased under the Option and the number of SLH shares owned by
         the Grantee which could be freely delivered as payment.  If the Grantee
         furnishes such a statement in payment of the exercise price, he will be
         issued a certificate for new shares  representing  the number of shares
         as to which  the  Option  is  exercised,  less  the  number  of  shares
         described in the notarized statement as constituting  payment under the
         Option.

                  (e) In lieu of payment of the exercise  price in cash,  shares
         of SLH  common  stock,  or by  delivery  of a  statement  of  ownership
         pursuant to subsection  (d) next above,  a Grantee may pay the exercise
         price for shares as to which the Option is  exercised  by  surrendering
         his right to  exercise a portion  of the Option  equal in value to said
         exercise  price.  The Grantee would then receive a certificate  for the
         number of shares  issuable  pursuant to the  Grantee's  exercise of the
         Option,  reduced by a number of shares  with an  aggregate  Fair Market
         Value equal to the exercise price,  which latter number of shares would
         be deemed purchased  pursuant to the exercise of the Option and thus no
         longer available under the Plan.

                  (f) In the event the Grantee pays the Option exercise price by
         delivery of a notarized  statement of ownership or by surrendering  his
         right to exercise a portion of the Option,  as described in subsections
         (d) and (e) next above, the number of shares  remaining  subject to the
         Option  shall be reduced  not only by the  number of new shares  issued
         upon exercise of the Option but also by the number of previously  owned
         shares listed on the notarized  statement of ownership and deemed to be
         surrendered as payment of the exercise price or, as applicable,  by the

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         number of shares in connection  with which the Grantee has  surrendered
         his right to exercise the Option.

                  (g) The written  notice of exercise  will be effective and the
         Option shall be deemed  exercised to the extent specified in the notice
         on  the  date  that  the  written   notice   (together   with  required
         accompaniments respecting payment of the exercise price) is received by
         the  Secretary  of SLH at its then  executive  offices  during  regular
         business hours.

         5. Transfer of Shares;  Tax Withholding.  As soon as practicable  after
receipt of an  effective  written  notice of  exercise  and full  payment of the
exercise price as provided in section 4 above,  the Secretary of SLH shall cause
ownership  of the  appropriate  number  of  shares  of SLH  common  stock  to be
transferred  to the  person  or  persons  exercising  the  Option  by  having  a
certificate or certificates for such number of shares  registered in the name of
such  person  or  persons  and  shall  have each  certificate  delivered  to the
appropriate  person.  Each such certificate  shall bear a legend  describing the
restrictions imposed by securities laws, as described in section 8 below, to the
extent  applicable.  Notwithstanding  the  foregoing,  if  SLH  or a  Subsidiary
requires reimbursement of any tax required by law to be withheld with respect to

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shares of SLH common stock, the Secretary shall not transfer ownership of shares
until the required payment is made;  provided that in lieu of payment in cash of
the taxes  required  by law to be  withheld,  the  Grantee may pay such taxes by
surrendering his right to exercise a portion of the Option equal in value to the
amount of said taxes;  the Grantee  would then  received a  certificate  for the
number of shares otherwise  issuable  pursuant to the Grantee's  exercise of the
Option,  reduced by a number of shares with an aggregate Fair Market Value equal
to the  amount of said  taxes,  which  latter  number of shares  would be deemed
purchased  pursuant to the exercise of the Option and, thus, no longer available
under the Plan.

         6.       Binding Effect. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors, and assigns of the Grantee.

         7.  Authorized  Leave.  Authorized  leaves  of  absence  from  SLH or a
Subsidiary shall not constitute a termination of employment for purposes of this
Agreement.  For purposes of this Agreement, an authorized leave of absence shall
be an absence while the Grantee is on military leave,  sick leave, or other bona
fide leave of absence so long as the Grantee's right to employment with SLH or a
Subsidiary is guaranteed by statute, contract, or company policy.

         8.  Requirements  of  Law.  This  Option  may not be  exercised  if the
issuance of shares of SLH common  stock upon such  exercise  would  constitute a
violation of any  applicable  federal or state  securities or other law or valid
regulation.  The Grantee,  as a condition to his exercise of this Option,  shall
represent  to SLH that the shares of SLH common stock to be acquired by exercise
of this Option are being  acquired for investment and not with a present view to
distribution or resale,  unless counsel for SLH is then of the opinion that such
a  representation  is not required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.

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         IN  WITNESS  WHEREOF,  SLH,  by its duly  authorized  officer,  and the
Grantee have signed this Agreement as of the date first above written.


                                        SLH CORPORATION


                                        By:_________________________________
                                           Lan  C.  Bentsen, Chairman of the 
                                           Nominating and Compensation Committee
                                           of the Board of Directors


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                                                       Grantee

         The  Grantee  acknowledges  receipt  of  copies  of the  Plan  and  the
Prospectus,  dated  ________________________,  respecting  the Plan. The Grantee
represents  that (s)he is familiar with the terms and provisions of the Plan and
such Prospectus. The Grantee hereby accepts this Option subject to all the terms
and   provisions  of  the  Plan,   including  but  not  limited  to  Section  17
("Adjustments  for Corporate  Changes")  thereof.  The Grantee  hereby agrees to
accept as binding,  conclusive,  and final all decisions and  interpretations of
the Board of Directors and, where  applicable,  the Committee (as defined in the
Plan), respecting any questions arising under the Plan.


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                                                       Grantee

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