<PAGE>   1
                                                                   EXHIBIT 10.41
December 23, 1997

Mr. Terry Ashwill
29 Windsor Ridge
Frisco, Texas 75034


Dear Terry:

Effective as of December 12, 1997, Perot Systems Corporation ("PSC") and you
hereby agree to the following: (i) the purchase by PSC of 120,000 restricted
shares (the "Restricted Shares") of PSC's Class A Common Stock, par value $.01
per share (the "Common Stock"), owned by you, (ii) the issuance to you of
options to purchase 120,000 shares of Common Stock and (iii) the amendment of
the vesting schedule and certain other terms of the existing stock option
agreement (the "Existing Agreement") dated January 28, 1997, between PSC and
you. These transactions are being be consummated on the following terms and
conditions:

1.       Perot Systems hereby purchases from you the Restricted Shares for
         $481,364.39 (the "Purchase Price"), which represents the price you
         paid for the shares plus 8% interest from the date of purchase. The
         Purchase Price will be paid by (i) issuing a check to you within 14
         days of the execution by you of this letter agreement in the amount of
         $6,875 and (ii) offsetting against the Purchase Price the current
         principal balance and accrued interest on the following notes
         (collectively, the "Notes"):

         (a)     Promissory Note dated January 28, 1997 in the principal amount
                 of $187,500 made by you in favor of PSC

         (b)     Bridge Note dated January 28, 1997 in the principal amount of
                 $187,500 made by you in favor of PSC

         (c)     Promissory Note dated February 14, 1997 in the principal
                 amount of $37,500 made by you in favor of PSC

         (d)     Bridge Note dated February 14, 1997 in the principal amount of
                 $37,500 made by you in favor of PSC.

         As a result of these transactions, the Notes will be deemed paid in
         full and, as soon as practicable following the consummation of these
         transactions, will be so marked and returned to you.

2.       You will execute a stock power or endorse your certificate in blank,
         as requested by PSC, to effect the transfer of the Restricted Shares
         to the Company.

3.       The vesting schedule set forth as Attachment A to the Existing
         Agreement is hereby amended to read in its entirety as set forth on
         Exhibit 1. Section 3(d) of the Existing Agreement is hereby amended in
         its entirety to read as follows:
<PAGE>   2
Mr. Terry Ashwill

December 23, 1997
Page 2

         (d)     Shares of Purchased Stock may not be sold or otherwise
                 transferred without the written consent of the underwriters of
                 the initial underwritten public offering of Common Stock
                 registered under the Securities Act, for the longer of (i) six
                 months after the Common Stock is listed on a registered
                 national securities exchange or approved for quotation in the
                 NASDAQ system and (ii) for the same period, and under the same
                 conditions, as the Underwriters request from the top five
                 executive officers of Perot Systems (as designated by the
                 Chief Executive Officer of Perot Systems) as a group.

4.       PSC will issue you options to purchase 120,000 shares of Common Stock
         under PSC's 1991 Stock Option Plan pursuant to a Stock Option
         Agreement in the form of Exhibit 2. A Prospectus relating to the 1991
         Stock Option Plan is included in this package for your benefit.

5.       Each of the Restricted Stock Agreements and Pledge Agreements dated
         January 28, 1997 and February 14, 1997 between PSC and you will be of
         no further force and effect upon the consummation of the transactions
         contemplated by this letter agreement.

6.       PSC makes no representations or warranties to you in connection with
         the repurchase of the Restricted Shares.

If you agree with the foregoing, please sign both copies of this letter in the
space provided below and return them to me at your earliest convenience.

Sincerely yours,

PEROT SYSTEMS CORPORATION

By:  /s/ PETER A. ALTABEF
   -----------------------
         Peter A. Altabef
         General Counsel

ACCEPTED AND AGREED:

   /s/ TERRY M. ASHWILL
--------------------------
     Terry M. Ashwill
--------------------------
    December 29, 1997
--------------------------
          Date
<PAGE>   3
                                                                       Exhibit 1

                                    AMENDED

                                  ATTACHMENT A

                                       TO

                             STOCK OPTION AGREEMENT

                                      FOR

                                TERRY M. ASHWILL



1.       Purchase Price:                                    $3.75 per Share.

2.       Expiration Date:                                   January 29, 2008
                                                  unless earlier terminated
                                                  under Section 2(a) or 2(d).

3.       Vesting Schedule:
<TABLE>
<CAPTION>
                 Vesting Dates                                    Number of
                 Dates Certain                                  Options Vesting
                 -------------                                  ----------------
                 <S>                                                   <C>
                 January 28, 1998                                      40,000
                 January 28, 1999                                      40,000
                 January 29, 2000                                      40,000
                 January 28, 2001                                      40,000
                 January 28, 2002                                      40,000
                 January 28, 2003                                      30,000
                                                                       ------
</TABLE>
                                  Total                               230,000
                                                                      =======

<PAGE>   4
                                                                       Exhibit 2

                           Perot Systems Corporation
                             1991 Stock Option Plan

                             STOCK OPTION AGREEMENT

THIS AGREEMENT, dated as of December 12, 1997, is by and between Perot Systems
Corporation ("Perot Systems"), a Delaware corporation, and Terry M. Ashwill
("Participant").

                                  WITNESSETH:

WHEREAS, Perot Systems has adopted the Perot Systems Corporation 1991 Stock
Option Plan (the "Plan") to enable employees of Perot Systems and its
majority-owned subsidiaries to acquire shares of Class A common stock, $0.01
par value, of Perot Systems ("Common Stock") in accordance with the provisions
of the Plan; and

WHEREAS, the Committee of the Board of Directors of Perot Systems appointed to
administer the Plan (the "Committee") has selected Participant to participate
in the Plan and has determined to grant Participant the right and option to
purchase shares of Common Stock in accordance with the terms and conditions of
this Agreement, provided, that if any change is made in the shares of Common
Stock (including, but not limited to, by stock dividend, stock split, or merger
or consolidation, but not including the issuance of additional shares for
consideration), the Board of Directors or the Committee, will make such
adjustments in the number and kind of shares (which may consist of shares of a
surviving corporation to a merger) that may thereafter be optioned and sold
under the Plan and the number and kind of shares (which may consist of shares of
a surviving corporation to a merger) and purchase price per share of shares
subject to outstanding Stock Option Agreements under the Plan as the Board of
Directors or the Committee determines are equitable to preserve the respective
rights of the Participants under the Plan.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
and other terms and conditions set forth in this Agreement, Perot Systems and
Participant agree as follows:

1.       Certain Definitions. As used in this Agreement, the following terms
         have the meanings indicated:

         (a)     "Company" means Perot Systems and its majority-owned
                 subsidiaries.

         (b)     "Confidential Information" means all written,
                 machine-reproducible, oral and visual data, information and
                 material, including but not limited to business, financial
                 and technical information, computer programs, documents and
                 records (including those that Participant develops in the scope
                 of his or her employment) that (i) the Company or any of its
                 customers or suppliers treats as proprietary or confidential
                 through markings or otherwise, (ii) relates to the Company or
                 any of its customers or suppliers or any of their business
                 activities, products or services (including software programs
                 and techniques) and is competitively sensitive or not
                 generally known in the relevant trade or industry, or (iii)
                 derives independent economic value from not


                                       1
<PAGE>   5
                 being generally known to, and is not readily ascertainable by
                 proper means by, other persons who can obtain economic value
                 from its disclosure or use. Confidential Information does not
                 include any information or material that is approved by Perot
                 Systems for unrestricted public disclosure.

         (c)     "Expiration Date" means the date and time as of which the
                 Option expires, which is the earlier of (i) the close of
                 business on the date one year after the entire Option has
                 Vested or (ii) the date and time as of which all rights to
                 exercise the Option are terminated under Section 2(d).

         (d)     "Market Value" of a share of Purchased Stock on a given date
                 means (i) if the Purchased Stock is Publicly Traded, the
                 closing sale price for Purchased Stock, as determined in good
                 faith by the Board of Directors, on such date or, if no
                 closing sale price is available for such date, on the most
                 recent prior date for which a closing sale price is available
                 or, if no closing sale price is available, the closing bid
                 price, as so determined, on such date or, if no closing bid
                 price is available for such date, the closing bid price on the
                 most recent prior date for which a closing bid price is
                 available, or (ii) if the Purchased Stock is not Publicly
                 Traded, its fair market value, as determined in good faith by
                 the Board of Directors, as of the most recent Valuation Date
                 on or before such date.

         (e)     "Net Investment Proceeds," with respect to any share of
                 Purchased Stock sold or otherwise transferred by Participant
                 or Participant's successor in interest, means the greater of
                 the value of the gross proceeds received for such share or the
                 Market Value of such share on the date of sale or transfer
                 less, in either case, (i) the exercise price of the Option for
                 such share plus simple interest on such amount at the rate of
                 8% per annum to the date of the sale or transfer, (ii) any
                 reasonable and customary commission paid for the sale or
                 transfer, and (iii) the verified amount of any income taxes
                 paid or payable on the sale or transfer.

         (f)     "Option" means the right and option evidenced by this
                 Agreement.

         (g)     "Publicly Traded" means Purchased Stock has been listed on a
                 registered national securities exchange or approved for
                 quotation in the National Association of Securities Dealers
                 Automated Quotation ("NASDAQ") system.

         (h)     "Purchased Stock" means any Common Stock purchased upon the
                 exercise of this Option, together with any successor security,
                 property or cash issued or distributed by Perot Systems or any
                 successor entity, whether by way of merger, consolidation,
                 share exchange, reorganization, liquidation, recapitalization
                 or otherwise.

         (i)     "Termination for Substantial Misconduct" means termination of
                 employment for a felony conviction of the Participant; actions
                 involving moral turpitude, theft, or dishonesty in a material
                 matter; breach of any obligation under Section 5 of this Stock
                 Option Agreement; or failure by Participant to carry out the
                 directions, instructions, policies, rules, regulations, or
                 decisions of the Board of Directors of


                                       2
<PAGE>   6
                 Perot Systems including, without limitation, those relating to
                 business ethics and the ethical conduct of the business of the
                 Company.

         (j)     "Transfer" or "transfer" or derivations thereof includes any
                 sale, assignment, gift, pledge, encumbrance, hypothecation,
                 mortgage, exchange or any other disposition.

         (k)     "Valuation Date" means each June 30 and December 31 of every
                 year, beginning on January 1, 1991, and any other date as of
                 which the Board of Directors determines the Market Value of
                 Purchased Stock.

         (l)     "Vesting" or "vesting" or derivations thereof with respect to
                 any Option issued under this Agreement, means receiving the
                 right to exercise the Option.

         (m)     "Vesting Period" means the period of time commencing on the
                 date of this Agreement and ending on the date on which the
                 entire Option has Vested.

2.       Grant of Option; Purchase of Stock.

         (a)     Subject to the terms, conditions, and restrictions set forth
                 in the Plan and in this Agreement, Perot Systems hereby grants
                 to Participant, and Participant hereby accepts from Perot
                 Systems, the option to purchase from Perot Systems the number
                 of shares of Common Stock specified on Attachment A hereto, at
                 the purchase price so specified, which option will Vest in
                 Participant in accordance with the Vesting Schedule set forth
                 on Attachment A hereto. The Option shall only continue to Vest
                 only for as long as Participant is an employee of Company,
                 unless the Committee, in its sole discretion, agrees in
                 writing otherwise. Participant will have the right to exercise
                 the Vested Option and purchase Common Stock after the Option
                 Vests as provided in Section 2(d) below.

         (b)     The purchase price of shares as to which the Option is
                 exercised must be paid to Perot Systems at the time of the
                 exercise either in cash or in such other consideration as the
                 Committee may approve having a total fair market value, as
                 determined by the Committee, equal to the purchase price, or a
                 combination of cash and such other consideration.

         (c)     The Committee may elect to assist Participant in satisfying an
                 obligation to pay or withhold taxes required as a result
                 of the exercise of this Option by accepting shares of Purchased
                 Stock at Market Value to satisfy the tax obligation. The shares
                 of Purchased Stock accepted may be either shares withheld upon
                 the exercise of this Option or other shares already owned by
                 Participant. In determining whether to approve acceptance of
                 Purchased Stock to satisfy such a tax obligation, the Committee
                 may consider whether the shares proposed to be delivered are
                 subject to any holding period or other restrictions on transfer
                 and may waive or arrange for the waiver of any such
                 restrictions.

                                       3
<PAGE>   7
         (d)     The Option is only exercisable as to Vested Options. Once
                 Vested, the Option may be exercised until the Expiration Date,
                 provided, however, (i) if the Participant ceases to be an
                 employee for any reason other than death, the Option may be
                 exercised only for sixty days after the date of cessation of
                 employment, and in any case no later than the Expiration Date,
                 and (ii) if the Participant ceases to be an Employee because of
                 death of the Participant, the Option may be exercised by the
                 Participant's estate only for two years after the Participant's
                 Death and in any case no later than the Expiration Date.

3.       Restrictions on Transfer. The following restrictions on transfer apply
         unless the Committee otherwise agrees in writing or unless the
         transfer is by will or the laws of descent and distribution upon
         Participant's death:

         (a)     The Option may not be sold or otherwise transferred and is
                 exercisable only by Participant during Participant's lifetime.

         (b)     One-half of the shares of Purchased Stock purchased on any day
                 may not be sold or otherwise transferred for two years after
                 purchase.

         (c)     Shares of Purchased Stock may not be sold or otherwise
                 transferred unless the holder has given Perot Systems any
                 notice required under Section 4(a) and Perot Systems has
                 waived in writing any right it has to buy back the shares
                 under Section 4(a).

         (d)     Shares of Purchased Stock may not be sold or otherwise
                 transferred without the written consent of the underwriters of
                 the initial underwritten public offering of Common Stock
                 registered under the Securities Act, for the longer of (i) six
                 months after the Common Stock is listed on a registered
                 national securities exchange or approved for quotation in the
                 NASDAQ system and (ii) for the same period, and under the same
                 conditions, as the underwriters request from the top five
                 executive officers of Perot Systems (as designated by the
                 Chief Executive Officer of Perot Systems) as a group.

         Perot Systems is not obligated to recognize any purported sale or
         other transfer of the Option or any Purchased Stock in violation of
         this Section 3 and, unless it elects to do otherwise, may treat any
         such purported sale or transfer as null, void, and of no effect.

4.       Rights to Buy Back Purchased Stock and to Require Payback of Certain
         Profits.

         (a)     At any time before the Purchased Stock is Publicly Traded, if
                 Participant or any subsequent holder of shares of Purchased
                 Stock desires or is obligated to sell or otherwise transfer
                 any such shares (including any distribution to heirs or other
                 beneficiaries of Participant's estate), the holder is required
                 to give Perot Systems written notice of the proposed sale or
                 transfer, including notice of the proposed purchaser or
                 transferee, and, for a period of 30 days after receipt of
                 such notice, Perot Systems will have the right to buy back
                 such shares for cash at a purchase price equal to the price
                 per share paid by Participant for the shares plus simple
                 interest on


                                      4
<PAGE>   8
                 such amount at the rate of 8% per annum from the date of
                 payment by Participant to the date of tender of payment by
                 Perot Systems is set forth in Section 4(c) below.

         (b)     If the Committee discovers that Participant has engaged in any
                 conduct prohibited by Section 5 or if Participant ceases to be
                 employed by the Company and the Committee, in its sole
                 discretion, determines that Participant's cessation of
                 employment resulted from a Termination for Substantial
                 Misconduct or would have resulted in a Termination for
                 Substantial Misconduct had the relevant facts been known at
                 the time of Participant's cessation of employment, Perot
                 Systems will have the right for 150 days after the Committee
                 discovers the relevant facts to cancel any unexercised Option,
                 whether or not Vested, and to buy back from Participant any
                 shares of Purchased Stock then owned by Participant, at a
                 purchase price equal to the price per share paid by
                 Participant for the shares plus simple interest on such amount
                 at the rate of 8% per annum from the date of payment by
                 Participant to the date of tender of payment by Perot Systems
                 as set forth in Section 4(c) below, and the right to require
                 Participant to pay back to Perot Systems in cash the Net
                 Investment Proceeds with respect to any shares of Purchased
                 Stock that have been sold or otherwise transferred by
                 Participant.

         (c)     Whenever Perot Systems has a right to buy back shares of
                 Purchased Stock or to require Participant to pay back to Perot
                 Systems Participant's Net Investment Proceeds with respect to
                 any shares of Purchased Stock under this Section 4, Perot
                 Systems may exercise its right by notifying Participant or the
                 subsequent holder of Perot Systems' election to exercise its
                 right within the designated exercise period. In the case of a
                 buyback under Section 4(a) or Section 4(b), the giving of
                 such notice will give rise to an obligation on the part of
                 Participant or the subsequent holder to tender to Perot
                 Systems, within 10 days, any previously issued certificate
                 representing shares of Purchased Stock to be bought back, duly
                 endorsed in blank or having a duly executed stock power
                 attached in proper form for transfer. If any such certificate
                 is not tendered within 10 days, Perot Systems may cancel any
                 outstanding certificate representing shares to be bought back.
                 Perot Systems is required to tender the purchase price for
                 shares to be bought back under this Section 4 within 20 days
                 of giving notice of its election to exercise its right to buy
                 back shares. If the person from whom the shares are to be
                 bought back has not complied with an obligation to return a
                 certificate representing shares to be bought back, however,
                 Perot Systems is not required to tender the purchase price
                 until 20 days after the certificate is returned or 20 days
                 after it cancels the certificate, whichever occurs first.

5.       Competition and Non-Disclosure. Participant acknowledges that: (i) in
         the course and as a result of employment with the Company, Participant
         will obtain special training and knowledge and will come in contact
         with the Company's current and potential customers, which training,
         knowledge, and contacts would provide invaluable benefits to
         competitors of the Company; (ii) the Company is continuously
         developing or receiving Confidential Information, and that during
         Participant's employment he or she will receive Confidential
         Information from the Company, its customers and suppliers and special
         training related to the Company's business methodologies; and (iii)
         Participant's employment by Company



                                       5
<PAGE>   9
         creates a relationship of trust that extends to all Confidential
         Information that becomes known to Participant.  Accordingly, and in
         consideration of Perot Systems' granting this Option to Participant,
         Participant agrees that Perot Systems will be entitled to terminate
         all rights to exercise the Option and to exercise the rights specified
         in Section 4 above if Participant does any of the following without
         the prior written consent of the Company:

         (a)     while employed by the Company or within one year thereafter:

                 (i)      competes with, or engages in any business that is
                          competitive with, the Company within 250 miles of any
                          location at which Participant was employed by or
                          provided services to the Company;

                 (ii)     solicits or performs services, as an employee,
                          independent contractor, or otherwise, for any person
                          (including any affiliates or subsidiaries of that
                          person) that is or was a customer or prospect of the
                          Company during the two years before Participant's
                          employment with the Company ended if Participant
                          solicited business from or performed services for
                          that customer or prospect while employed by Company
                          or

                 (iii)    recruits, hires, or helps anyone to recruit or hire
                          anyone who was an employee of Perot Systems, or of
                          any of its customers for whom Participant performed
                          services of from whom Participant solicited business,
                          within the six months before Participant's employment
                          with the Company ended; or

         (b)     discloses or uses any Confidential Information, except in
                 connection with the good faith performance of Participant's
                 duties as an employee; or fails to take reasonable precautions
                 against the unauthorized disclosure or use of Confidential
                 Information; or fails, upon Perot Systems' request, to execute
                 and comply with a third party's agreement to protect its
                 confidential and proprietary information, or solicits or
                 induces the unauthorized disclosure or use of Confidential
                 Information.

         If any court of competent jurisdiction finds any provision of this
         Section 5 to be unreasonable, then that provision shall be considered
         to be amended to provide the broadest scope of protection to the
         Company that such court would find reasonable and enforceable.

6.       Compliance with Securities Laws, Participant hereby agrees that upon
         demand by Perot Systems, any person exercising this Option, at the
         time of such exercise, will deliver to Perot Systems a written
         representation to the effect that the shares of Purchased Stock being
         acquired are being acquired for investment and not with a view to any
         resale or distribution thereof. Participant further agrees that neither
         Participant nor any successor in interest of Participant will sell or
         otherwise transfer the Option or any shares of Purchased Stock in any
         way that might result in a violation of any federal or state
         securities laws or regulations.  Participant further acknowledges and
         agrees that Perot Systems may require Participant or any subsequent
         holder of the Option or of any shares of Purchased Stock to provide
         Perot Systems, prior to any sale or other transfer, with such other
         representations, commitments,


                                       6
<PAGE>   10
         and opinions regarding compliance with applicable securities laws and
         regulations as Perot Systems may deem necessary or advisable.

7.       Stock Certificates: Rights as Shareholder. Perot Systems will retain
         for safekeeping all certificates representing shares of Purchased
         Stock. Each such certificate will bear such legends as the Committee
         determines are necessary or appropriate. Whether or not certificates
         representing shares of Purchased Stock have been issued or delivered,
         Participant will have all the rights of a shareholder of Purchased
         Stock, including voting, dividend and distribution rights, with
         respect to shares of Purchased Stock owned by Participant. Participant
         will not have any rights as a shareholder with respect to any shares
         of Purchased Stock subject to the Option before the date of issuance
         to Participant of shares upon exercise of the Option.

8.       Income Tax Withholding. Participant shall, upon request by the
         Company, reimburse the Company for, or the Company may withhold from
         sums or property otherwise due or payable to Participant, any amounts
         the Company is required to remit to applicable taxing authorities as
         income tax withholding with respect to the Option or any Purchased
         Stock. If shares of Purchased Stock are withheld for such purpose,
         they will be withheld at Market Value. If Participant fails to
         reimburse the Company for any such amount when requested, the Company
         has the right to recover that amount by selling or canceling
         sufficient shares of any Purchased Stock held by Participant.

9.       Compliance with Plan. Participant acknowledges receipt of a copy of
         the Plan and further acknowledges that this Agreement is entered into,
         and the Option is granted, pursuant to the Plan. If the provisions of
         the Plan are inconsistent with the provisions of this Agreement, the
         provisions of the Plan supersede the provisions of this Agreement.

10.      Notices. Any notice to Perot Systems or the Company that is required
         or permitted by this Agreement shall be addressed to the attention of
         the Secretary of Perot Systems at its principal office. Any notice to
         Participant that is required or permitted by this Agreement shall be
         addressed to Participant at the most recent address for Participant
         reflected in the appropriate records of the Company. Either party may
         at any time change its address for notification purposes by giving
         the other written notice of the new address and the date upon which it
         will become effective. Whenever this Agreement requires or permits any
         notice from one party to another, the notice must be in writing to be
         effective and, if mailed, shall be deemed to have been given on the
         third business day after the same is enclosed in an envelope,
         addressed to the party to be notified at the appropriate address,
         properly stamped, sealed, and deposited in the United States mail,
         and, if mailed to the Company, by certified mail, return receipt
         requested.

11.      Remedies. Perot Systems is entitled, in addition to any other
         remedies it may have at law or in equity, to temporary and permanent
         injunctive and otherwise equitable relief to enforce the provisions of
         this Agreement. Any action to enforce the provisions of, or other
         relating to, this Agreement may be brought in the state or federal
         courts having jurisdiction in Dallas, Dallas County, Texas. By signing
         this Agreement, Participant consents to the personal jurisdiction of
         such courts in any such action.


                                       7
<PAGE>   11
12.      Assignment. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective heirs, personal
         representatives, successors, and assigns. However, Participant does
         not have the power or right to assign this Agreement without the prior
         written consent of Perot Systems.

13.      Attorneys' Fees. If any legal proceeding is brought to enforce or
         interpret the terms of this Agreement, the prevailing party will be
         entitled to reasonable attorneys' fees, costs, and necessary
         disbursements in addition to any other relief to which that party may
         be entitled.

14.      Severability. If any provision of this Agreement is held invalid or
         unenforceable for any reason, the validity and enforceability of all
         other provisions of this Agreement will not be affected.

15.      Headings. The section headings used herein are for reference and
         convenience only and do not affect the interpretation of this
         Agreement.

16.      Governing Law. This Agreement shall be governed by and construed in
         accordance with the law of the State of Texas, without regard to the
         choice of law rules in such law.

17.      Entire Agreement. This Agreement, together with the Plan and any
         procedure adopted by the Committee thereunder, constitutes the entire
         agreement between the parties with respect to its subject matter and
         may be waived or modified only in writing.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Participant and a
duly authorized representative of Perot Systems have executed this Agreement as
of the date first above written.

PARTICIPANT                              PEROT SYSTEMS CORPORATION

By:
   ---------------------------           ---------------------------------
           Signature                      Title:  Chairman of the Board



------------------------------
      Printed Name




                        8
<PAGE>   12
                               CONSENT OF SPOUSE

As the spouse of Participant, I consent to be bound by this Stock Option
Agreement and agree that this consent shall be binding on my interest under
this Agreement and on my heirs, legatees, and assigns.



                                        --------------------------------
                                        Signature


                                        --------------------------------
                                        Printed Name




                                       9
<PAGE>   13
                                  ATTACHMENT A

                                       TO

                             STOCK OPTION AGREEMENT

                                      FOR

                                TERRY M. ASHWILL


1.       Purchase Price:                           $6.75 per Share.

2.       Expiration Date:                        January 28, 2008, unless
                                                  earlier terminated under
                                                  Section 2(a) or 2(d)

3.       Vesting Schedule:

<TABLE>
<CAPTION>
                 Vesting Dates                             Number of
                 Dates Certain                           Options Vesting
                 -------------                           ---------------
                 <S>                                          <C>
                 January 28, 2004                             30,000
                 January 28, 2005                             30,000
                 January 28, 2006                             30,000
                 January 28, 2007                             30,000
                                                              ------

                     TOTAL                                   120,000
                                                             =======

</TABLE>