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                                                                   EXHIBIT 10.2

                        INSPIRE INSURANCE SOLUTIONS, INC.
               SECOND AMENDED AND RESTATED 1997 STOCK OPTION PLAN


                                   ARTICLE I.
                                    PURPOSES

         1.1 Purpose of Plan. The purposes of the INSpire Insurance Solutions,
Inc. Second Amended and Restated 1997 Stock Option Plan (the "Plan") are to
advance the interests of INSpire Insurance Solutions, Inc. (the "Company") and
its shareholders by providing significant incentives to selected officers,
directors and employees of the Company and its Subsidiaries (as defined herein)
and to enhance the interest of such officers, directors and employees in the
Company's success and progress by providing them with an opportunity to become
shareholders of the Company. Further, the Plan is designed to enhance the
Company's ability to attract and retain qualified management and other personnel
necessary for the success and progress of the Company. The Plan amends and
restates the Amended and Restated 1997 Stock Option Plan adopted by the Company
effective July 30, 1997 in order to (i) incorporate prior amendments to Section
5.4(a) to permit the Board or the Committee to include in any Stock Option
Agreement issued under the Plan initially or by amendment, additional
alternative methods of exercising options granted under the Plan; (ii)
incorporate prior amendments to Section 5.5(a) and Section 2.1(h) to clarify
certain provisions in the definitions of Change of Control and Fair Market
Value; (iii) revise Section 3.2 to increase the maximum aggregate number of
shares which may be optioned and sold under the Plan from 2,250,000 to 3,000,000
shares of Common Stock; and (iv) revise Section 7.1 to clarify by whom the Plan
shall be administered.

                                   ARTICLE II.

                                   DEFINITIONS



         2.1 Definitions. Certain terms used herein shall have the meaning below
stated, subject to the provisions of Section 8.1 hereof.

                  (a) "Board" or "Board of Directors" means the Board of
         Directors of the Company.

                  (b) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (c) "Committee" means the committee of directors appointed by
         the Board to administer the Plan pursuant to Article VII hereof.

                  (d) "Common Stock" means the authorized common stock of the
         Company, par value $.01 per share, as constituted on the date the Plan
         becomes effective.

                  (e) "Company" means INSpire Insurance Solutions, Inc., a Texas
         corporation.

                  (f) "Director" means a member of the Board of Directors of the
         Company or a Subsidiary who is not an Employee.

                  (g) "Employee" means an officer or other employee of the
         Company or a Subsidiary, including a member of the Board who is also
         such an employee.
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                  (h) "Fair Market Value" on any date for which fair market
         value is to be determined hereunder means the reported closing price on
         the principal national securities exchange on which the shares of
         Common Stock are listed or admitted to trading, or, if the shares of
         Common Stock are not listed or admitted to trading on any national
         securities exchange, on the National Association of Securities Dealers
         Automated Quotation National Market (the "NASDAQ National Market"), or,
         if the shares of Common Stock are not quoted on the NASDAQ National
         Market, the average of the highest reported bid and the lowest reported
         asked prices as furnished by the National Association of Securities
         Dealers, Inc. (the "NASD") through NASDAQ, or, if not so reported
         through NASDAQ as reported through the National Quotation Bureau,
         Incorporated ("NQBI") or a similar organization if NASDAQ or NQBI is no
         longer reporting such information. For options approved at such times
         as the Common Stock is not reported or quoted by any such organization
         (including options approved prior to the initial public stock offering
         of the Company), the fair market value of the shares of Common Stock
         shall be the fair market value thereof determined in good faith by the
         Committee. In addition to the above rules, Fair Market Value shall be
         determined without regard to any restriction other than a restriction
         which, by its terms, will never lapse.

                  (i) "Incentive Option" means an Option intended to qualify as
         an incentive option under Section 422 of the Code.

                  (j) "Nonqualified Option" means an Option that does not
         qualify as an Incentive Option.

                  (k) "Option" means an option to purchase Common Stock granted
         by the Company to an Employee or a Director pursuant to Section 5.1
         hereof.

                  (l) "Option Agreement" means an agreement between the Company
         and an Optionee evidencing the terms of an Option granted under the
         Plan.

                  (m) "Optionee" means an Employee or a Director to whom an
         Option has been granted under the Plan.

                  (n) "Plan" means the INSpire Insurance Solutions, Inc. Second
         Amended and Restated 1997 Stock Option Plan, as set forth herein and as
         from time to time amended.

                  (o) "Subsidiary" means a subsidiary of the Company within the
         meaning of Section 424(f) of the Code.

                                  ARTICLE III.

                   SHAREHOLDER APPROVAL; RESERVATION OF SHARES

         3.1 Shareholder Approval. The Plan shall become effective only if,
within 12 months from the date the Plan is adopted by the Board, the Plan is
approved by the affirmative vote of the holders of a majority of the shares of
Common Stock of the Company, or by the unanimous written consent of such
holders, in accordance with the applicable provisions of the Articles of
Incorporation and Bylaws of the Company and applicable state law.

         3.2 Shares Reserved Under Plan. The aggregate number of shares of
Common Stock which may be issued upon the exercise of Options granted under the
Plan shall not exceed 3,000,000 shares, all or any part of which may be issued
pursuant to Options; provided, however, 

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that the maximum number of shares of Common Stock which may be issued to an
Optionee under the Plan during the term of the Plan shall not exceed 1,200,000
(as may be adjusted pursuant to Section 9.4 of the Plan). Shares of Common Stock
issued upon the exercise of Options granted under the Plan may consist of either
authorized but unissued shares or shares which have been issued and which shall
have been heretofore or shall be hereafter reacquired by the Company. The total
number of shares authorized under the Plan shall be subject to increase or
decrease in order to give effect to the provisions of Section 9.4 hereof and to
give effect to any amendment adopted pursuant to Article VIII. If any Option
granted under the Plan shall expire, terminate or be cancelled for any reason
without having been exercised in full, the number of shares as to which such
Option was not exercised shall again be available for purposes of the Plan. The
Company shall at all times while the Plan is in effect reserve such number of
shares of Common Stock as will be sufficient to satisfy the requirements of the
Plan.

                                   ARTICLE IV.

                              PARTICIPATION IN PLAN

         4.1 Eligibility. Options under the Plan may be granted to any Director
or Employee of the Company or a Subsidiary. The Committee shall determine those
Directors or Employees to whom Options shall be granted, and, subject to Section
3.2 hereof, the number of shares of Common Stock subject to each such Option.
Incentive Options or Nonqualified Options may be granted to an Employee. Only
Nonqualified Options may be granted to a nonemployee Director.

         4.2 Participation Not Guarantee of Employment or Retention. Nothing in
this Plan or in any Option Agreement shall in any manner be construed (i) to
limit in any way the right of the Company or any Subsidiary to terminate an
Employee's employment at any time, without regard to the effect of such
termination on any rights such Employee would otherwise have under this Plan, or
give any right to an Employee to remain employed or retained by the Company or a
Subsidiary thereof in any particular position or at any particular rate of
compensation or (ii) limit in any way the right of the shareholders of the
Company or a Subsidiary or the Board to remove any Director or fail to nominate
any Director for re-election without regard to the effect of such removal or
non-election of a Director on any rights such Director would have under this
Plan, or give any right to a Director to continue to serve as a Director of the
Company or a Subsidiary.

                                   ARTICLE V.

                          GRANT AND EXERCISE OF OPTIONS

         5.1 Grant of Options. The Committee may from time to time in its
discretion grant Options to Employees or Directors. All Options under the Plan
shall be granted within ten years from the date the Plan is adopted by the Board
or the date the Plan is approved by holders of the Common Stock of the Company,
whichever is earlier.

         5.2 Option Agreements. Each Option granted under the Plan shall be
evidenced by an Option Agreement between the Company and the Optionee in such
form as the Committee shall approve and containing such provisions and
conditions not inconsistent with the provisions of the Plan, including the term
during which the Option may be exercised and whether in installments or
otherwise, as the Committee shall determine. Each Option Agreement issued under
the Plan shall contain an agreement of the Optionee with respect to
nondisclosure of information, noncompete 


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provisions and nonsolicitation of customers and employees as shall be required
by the Board from each Optionee as additional consideration for the issuance of
Options under the Plan.

         5.3      Option Terms.  Options granted under the Plan shall be subject
to the following requirements:

                  (a) Option Price. The exercise price of each Incentive Option
         granted under the Plan shall not be less than the higher of the par
         value or 100% of the Fair Market Value of the shares of Common Stock
         subject to the Option on the date the Option is granted. The exercise
         price of any Nonqualified Options granted under the Plan shall be
         determined by the Committee. The exercise price of an Option may be
         subject to adjustment pursuant to Section 9.4 hereof.

                  (b) Term of Option. The term during which an Option is
         exercisable shall be that period determined by the Committee as set
         forth in the applicable Option Agreement, provided that no Option shall
         have a term that exceeds a period of ten years from the date of its
         grant.

                  (c) Nontransferability of Incentive Options. No Incentive
         Option granted under the Plan shall be transferable by the Optionee
         otherwise than by will or the laws of descent and distribution, and
         each such Incentive Option shall be exercisable during the Optionee's
         lifetime only by him or her. No transfer of an Incentive Option by an
         Optionee by will or by the laws of descent and distribution shall be
         effective to bind the Company unless the Company shall have been
         furnished with written notice thereof and a copy of the will and/or
         such other evidence as the Committee may determine necessary to
         establish the validity of the transfer.

                  (d) Assignability of Nonqualified Options. Nonqualified
         Options granted hereunder may be transferred by the Optionee thereof to
         one or more permitted transferees; provided that (i) there may be no
         consideration for such transfer, (ii) the Optionee (or such Optionee's
         estate or representative) shall remain obligated to satisfy all
         employment tax and other withholding tax obligations associated with
         the exercise of the Options, (iii) the Optionee shall notify the
         Company in writing that such transfer has occurred, the identity and
         address of the permitted transferee and the relationship of the
         permitted transferee to the Optionee and (iv) such transfer shall be
         effected pursuant to transfer documents approved from time to time by
         the Committee. To the extent a Nonqualified Option transferred pursuant
         to this Section 5.3(d) is not fully exercisable as of the date of
         transfer thereof, the Optionee shall specify in the transfer document
         whether and to what extent the transferred Options (if less than all of
         the Options subject to the applicable Nonqualified Stock Option
         Agreement) are exercisable, subject to the limitations on
         exercisability contained in the applicable Nonqualified Stock Option
         Agreement. Furthermore, to the extent the Optionee transfers Options
         that are not exercisable as of the date of transfer and such Options
         are less than all of the Options subject to the applicable Nonqualified
         Stock Option Agreement, the Optionee shall specify in the transfer
         documents, subject to the limitations on exercisability contained in
         the applicable Nonqualified Stock Option Agreement, when the
         transferred Options become exercisable as Options under the applicable
         Nonqualified Stock Option Agreement subsequent to such transfer. No
         permitted transferee may further assign or transfer the 


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         transferred Option otherwise than by will or the laws of descent and
         distribution. Following any permitted transfer, any such Options shall
         continue to be subject to the same terms and conditions as were
         applicable immediately prior to transfer; provided that for purposes of
         Sections 5.4(a), 5.4(b), 5.5, 5.6, Article VII, and Article IX hereof
         the term "Optionee" shall be deemed to refer also to each permitted
         transferee. The events of termination of relationship in Article VI
         hereof shall continue to be applied with respect to the original
         Optionee, following which the Options shall be exercisable by the
         transferee only to the extent, and for the periods specified in Article
         VI and the shares issued upon exercise of Options shall be subject to
         repurchase pursuant to Section 9.3. The term "permitted transferees"
         shall mean one or more of the following: (i) any member of the
         optionee's immediate family; (ii) a trust established for the exclusive
         benefit of one or more members of such immediate family; or (iii) a
         partnership in which such immediate family members are the only
         partners. The term "immediate family" is defined for such purpose as
         spouses, children, stepchildren and grandchildren, including
         relationships arising from adoption.

                  (e) Time and Amount Exercisable. Each Option shall be
         exercisable in accordance with the provisions of the Option Agreement
         pursuant to which it is granted in whole, or from time to time in part,
         subject to any limitations with respect to the number of shares for
         which the Option may be exercised at a particular time and to such
         other conditions as the Committee in its discretion may specify in the
         Option Agreement. Any portion of an Option which has become exercisable
         shall remain exercisable until it is exercised in full or it terminates
         or expires pursuant to the terms of the Plan or the applicable Option
         Agreement.

                  (f) Options Granted to Ten Percent Stockholders. No Incentive
         Option shall be granted to any Employee who owns, directly or
         indirectly within the meaning of Section 424(d) of the Code, stock
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Company or any Subsidiary, unless at the time
         the Option is granted, the exercise price of the Option is at least
         110% of the Fair Market Value of the Common Stock subject to such
         Option and such Option, by its terms, is not exercisable after the
         expiration of five years from the date such Option is granted. The
         provisions of this Section 5.3(e) shall not apply to the grant of
         Nonqualified Options.

         5.4      Payment of Exercise Price and Delivery of Shares.

                  (a) Manner of Exercise. Shares of Common Stock purchased upon
         exercise of Options shall at the time of purchase be paid for in full.
         The Company shall satisfy its employment tax and other tax withholding
         obligations by requiring the Optionee (or such Optionee's estate or
         representative) to pay the amount of employment tax and withholding
         tax, if any, that must be paid under federal, state and local law due
         to the exercise of the Option. To the extent that the right to purchase
         shares has accrued hereunder, Options may be exercised from time to
         time by written notice to the Company stating the full number of shares
         with respect to which the Option is being exercised and the time of
         delivery thereof, which shall be at least fifteen days after the giving
         of such notice unless an earlier date shall have been mutually agreed
         upon by the Optionee (or other person entitled to exercise the Option)
         and the Company, accompanied by payment to the Company of the purchase
         price in full and the amount of employment tax and withholding 


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         tax due, if any, upon the exercise of the Option. Such payment shall be
         effected (i) by certified or official bank check, (ii) if so permitted
         by the Company, by the delivery of a number of shares of Common Stock
         (plus cash if necessary) having a fair market value equal to the amount
         of such purchase price and employment or withholding tax or (iii) by
         delivery of the equivalent thereof acceptable to the Company. The
         Company will, as soon as reasonably possible notify the Optionee (or
         such Optionee's representative) of the amount of employment tax and
         other withholding tax that must be paid under federal, state and local
         law due to the exercise of the Option. At the time of delivery, the
         Company shall, without transfer or issue tax to the Optionee (or other
         person entitled to exercise the Option), deliver to the Optionee (or to
         such other person) at the principal office of the Company, or such
         other place as shall be mutually agreed upon, a certificate or
         certificates for the shares of Common Stock, provided, however, that
         the time of delivery may be postponed by the Company for such period as
         may be required for it with reasonable diligence to comply with any
         requirements of law. The foregoing notwithstanding, the Committee may
         permit in an Option Agreement, at the time of the grant of an Option or
         by later amendment to an Option Agreement, an alternative exercise of
         an Option by a "cashless exercise" with a broker or by the surrender of
         the Option, if the Committee so permits, in exchange for an amount,
         payable in cash or shares of Common Stock (except for fractional shares
         which shall be paid in cash) valued at Fair Market Value as of the date
         of such surrender, that is equal to the difference between (i) the
         aggregate Fair Market Value of the shares subject to the portion of the
         Option being exercised, minus (ii) the total exercise price for the
         portion of the Option being exercised. In the applicable Option
         Agreement the Committee may require an Optionee to accept either cash
         or shares in settlement of any Option so surrendered or may permit the
         Optionee to request, subject to Committee approval, cash or shares to
         be received in settlement. Withholding upon such an alternative
         exercise shall be effected by any lawful means approved by the
         Committee and agreed to with Optionee.

                  (b) Rights of Optionee in Stock. Neither any Optionee, any
         permitted transferee nor the legal representatives, heirs, legatees or
         distributees of any Optionee or permitted transferee shall be deemed to
         be the holder of, or to have any of the rights of a holder with respect
         to, any shares of Common Stock issuable upon exercise of an Option
         granted hereunder unless and until such shares are issued to him or her
         or them and such person or persons have received a certificate or
         certificates therefor. Upon the issuance and receipt of such
         certificate or certificates, such Optionee or the legal
         representatives, heirs, legatees or distributees of such Optionee shall
         have absolute ownership of the shares of Common Stock evidenced
         thereby, including the right to vote such shares, to the same extent as
         any other owner of shares of Common Stock, and to receive dividends
         thereon, subject, however, to the terms, conditions and restrictions of
         the Plan.

         5.5      Change of Control.

                  (a) A "Change of Control" for purposes of this Plan shall
         mean: (i) the acquisition, by a single entity (or group of affiliated
         entities) that is not directly or indirectly controlled by the existing
         shareholders, of more than 50% of the Common Stock issued and
         outstanding immediately prior to such acquisition; or (ii) the
         dissolution or liquidation of the Company or the consummation of any
         merger or consolidation of the 

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         Company or any sale or other disposition of all or substantially all of
         its assets, if the shareholders of the Company immediately before such
         transaction own directly or indirectly, immediately after consummation
         of such transaction, equity securities (other than options and other
         rights to acquire equity securities) possessing less than 50% of the
         voting power of the surviving or acquiring corporation. All adjustments
         under this Section shall be made by the Committee, whose determination
         as to what adjustments shall be made and the extent thereof shall be
         final, binding and conclusive for all purposes of the Plan and of each
         Option Agreement.

                  (b) Change of Control with Provision Being Made Therefor. If
         in connection with a Change of Control a written provision is made for
         the assumption and continuance of any Option granted under the Plan, or
         the substitution for such option of a new Option covering the shares of
         the successor employer corporation, with appropriate adjustment as to
         the number and kind of shares and prices, the option granted under the
         Plan, or the new Option substituted therefor, as the case may be, shall
         continue in the manner and under the terms provided.

                  (c) Change of Control Without Provision Being Made Therefor.
         If no written provision is made in connection with a Change of Control
         for the continuance and assumption of any Option granted under the Plan
         or for the substitution of any Option covering the shares of the
         successor employer corporation, then, the holder of any such Option
         shall be entitled, prior to the effective date of any such Change of
         Control, to purchase the full number of shares not previously exercised
         under such Option, without regard to the periods and installments of
         exercisability made pursuant to Section 5.3 if (and only if) such
         Option has not at that time expired or been terminated, failing which
         purchase, any unexercised portion shall be deemed cancelled as of the
         effective date of such Change of Control.

         5.6 Dissolution or Liquidation of the Company. In the event of the
proposed dissolution or liquidation of the Company, the Options granted
hereunder shall terminate as of a date to be fixed by the Committee, provided
that not less than 15 days' prior written notice of the date so fixed shall be
given to the Optionee, and the Optionee shall have the right, during the 15-day
period preceding such termination, to exercise his or her Option.

                                   ARTICLE VI.

                    TERMINATION OF EMPLOYMENT OR DIRECTORSHIP

         6.1 Termination of Employment for Cause. In the event that an Optionee
is an Employee and such Optionee's employment by the Company or a Subsidiary
shall terminate for Cause (as hereinafter defined), the Options granted to the
Optionee pursuant to this Plan shall terminate immediately upon termination of
employment. For the purposes of this Plan, the term "Cause" shall mean "Cause"
as defined in any written employment agreement in effect between the applicable
Optionee and the Company or a Subsidiary, or if such Optionee is not a party to
a written employment agreement in which Cause is defined, then Cause shall mean
(i) the failure by such Optionee to substantially perform his or her duties with
the Company or a Subsidiary in a manner reasonably deemed satisfactory by the
Board of Directors, (ii) the abuse of illegal drugs or other controlled
substances or the intoxication of Optionee during working hours, (iii) the
arrest for, or conviction of, a felony, (iv) the unexcused absence by such
Optionee from Optionee's 



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regular job location for more than five consecutive days or for more than the
aggregate number of days permitted to Optionee under Company vacation and sick
leave policies applicable to Optionee or (v) any conduct or activity of such
Optionee deemed injurious to the Company in the reasonable discretion of the
Board of Directors.

         6.2 Termination of Directorship. In the event that an Optionee is a
Director and such Optionee fails to be reelected as a Director, resigns as a
Director or is removed as a Director (other than due to Optionee's disability as
defined in Section 6.3 hereof), the Options granted to such Optionee pursuant to
this Plan shall terminate on the date such Optionee ceases to be a Director.

         6.3      Death or Disability.

                  (a) In the event that an Optionee shall die while employed by,
         or serving as a Director of, the Company or a Subsidiary or if
         Optionee's employment by, or service as a Director of, the Company or a
         Subsidiary is terminated because Optionee has become disabled,
         Optionee, his or her estate, or beneficiary shall have the right to
         exercise his or her Option at any time within 60 days from the date of
         death of Optionee or termination of Optionee's employment by, or
         service as a Director of, the Company or a Subsidiary due to
         disability, as the case may be, only to the extent the Optionee was
         entitled to exercise his or her Option immediately prior to such
         occurrence. To the extent that the Option is not so exercised, it shall
         expire at the end of such 60 day period. For purposes of this Plan,
         disability shall be as defined in any written employment agreement in
         effect between the applicable Optionee and the Company or a Subsidiary,
         or if such Optionee is not a party to a written employment agreement in
         which disability is defined, an Optionee shall be considered disabled
         if he or she is unable to engage in any substantial gainful activity by
         reason of any medically determinable physical or mental impairment that
         can be expected to result in death or that has lasted or can be
         expected to last for a continuous period of not less than 6 months.

                  (b) If an Optionee dies during the 60-day period after the
         termination of his or her position as an Employee or Director of the
         Company or a Subsidiary and at the time of his or her death the
         Optionee was entitled to exercise an Option theretofore granted to him
         or her, the Option shall, unless the applicable Option Agreement
         provides otherwise, expire 60 days after the date on which his or her
         position as an Employee or Director of the Company or a Subsidiary
         terminated, but in no event, later than the date on which the Option
         would have expired if the Optionee had lived. Until the expiration of
         such 60-day period, the Option may be exercised by the Optionee's
         executor or administrator or by any person or persons who shall have
         acquired the Option directly from the Optionee by bequest or
         inheritance, but only to the extent that the Optionee was entitled to
         exercise the Option at the date of his or her death and, to the extent
         the Option is not so exercised, it shall expire at the end of such
         60-day period.

         6.4 Other Terminations. In the event that termination of employment
with the Company occurs other than for Cause or for death or disability pursuant
to Sections 6.1 or 6.3 above, or in the event that the directorship of an
Optionee who is a Director is terminated for reasons other than the removal,
resignation, death or disability of such Director, the applicable Optionee shall
have the right to exercise his or her Option at any time within 60 days after
such 


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termination to the extent he or she was entitled to exercise the same
immediately prior to such termination. To the extent that the Option is not so
exercised, it shall expire at the end of such 60 day period.

         6.5 Subject to Repurchase. All shares of Common Stock purchased by an
Optionee or his or her estate or beneficiary shall be subject to repurchase by
the Company pursuant to Section 9.3 of this Plan.

         6.6 Alternative Provisions. The provisions of this Article VI shall
apply to all Options granted under the Plan except to the extent expressly
provided otherwise in any Option Agreement.

                                  ARTICLE VII.

                             ADMINISTRATION OF PLAN

         7.1 Administration. The Plan shall be administered by the Board of
Directors or a Committee of the Board of Directors consisting of not less than
three directors who qualify as Non-Employee Directors (as defined in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended) and "outside
directors" for purposes of Section 162(m) of the Code as may be appointed by the
Board of the Company, all of whom are members of the Board. Any such committee
appointed by the Board, or the Board itself during such periods as no such
properly constituted and appointed committee exists, is herein referred to as
the "Committee." A majority of the Committee shall constitute a quorum thereof
and the actions of a majority of the Committee approved at a meeting at which a
quorum is present, or actions unanimously approved in writing by all members of
the Committee, shall be the actions of the Committee. Vacancies occurring on the
Committee shall be filled by the Board. The Committee shall have full and final
authority (i) to interpret the Plan and each of the Option Agreements, (ii) to
prescribe, amend and rescind rules and regulations, if any, relating to the
Plan, (iii) to make all determinations necessary or advisable for the
administration of the Plan and (iv) to correct any defect, supply any omission
and reconcile any inconsistency in the Plan and any Option Agreement. The
determination by the Committee in all matters referred to herein shall be
conclusive and binding for all purposes and upon all persons, including, without
limitation, the Company, the shareholders of the Company, the Committee, and
each of the members thereof and the Optionees and their respective successors in
interest.

         7.2 Liability. No member of the Board or any Committee shall be liable
for anything done or omitted to be done by him or her or by any other member of
the Board or any Committee in connection with the Plan, except for his or her
own willful misconduct or gross negligence (unless the Company's Articles of
Incorporation or Bylaws, or any indemnification agreement between the Company
and such person, in each case in accordance with applicable law, provides
otherwise). The Board and any Committee shall have power to engage outside
consultants, auditors or other professional help to assist in the fulfillment of
the duties or the Board or any Committee under the Plan at the Company's
expense.

         7.3 Determinations. In making its determinations concerning the
Optionees who shall receive Options as well as the number of shares to be
covered thereby and the time or times at which they shall be granted, the
Committee shall take into account the nature of the services rendered by the
respective Optionees, their past, present and potential contribution to the



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Company's success and such other factors as the Committee may deem relevant. The
Committee shall determine the form of Option Agreements under the Plan and the
terms and conditions to be included therein, provided such terms and conditions
are not inconsistent with the terms of the Plan, the Company's Articles of
Incorporation or Bylaws. The Committee may waive any provisions of any Option
Agreement, provided such waiver is not inconsistent with the terms of the Plan,
the Company's Articles of Incorporation or Bylaws. The determinations of the
Committee under the Plan need not be uniform and may be made by it selectively
among persons who receive, or are eligible to receive, Options under the Plan,
whether or not such persons are similarly situated.

                                  ARTICLE VIII.

                        AMENDMENT AND TERMINATION OF PLAN

         8.1 Amendment of Plan. The Plan may be amended at any time and from
time to time by the Board, but no amendment which (i) increases the aggregate
number of shares of Common Stock which may be issued pursuant to Options granted
under the Plan, (ii) decreases the minimum Option exercise price provided in the
Plan, (iii) extends the period during which Options may be granted pursuant to
the Plan, (iv) changes the class of individuals eligible to be granted Options,
or (v) has the effect of any of the above shall be effective unless and until
the same is approved by the affirmative vote of the holders of a majority of the
shares of Common Stock of the Company, or the unanimous written consent of such
holders, in accordance with the applicable provisions of the Articles of
Incorporation and Bylaws of the Company and applicable state law. No amendment
to the Plan shall, without the consent of an Optionee, affect such Optionee's
rights under an Option previously granted.

         8.2 Termination. The Board may, at any time, terminate the Plan as of
any date specified in a resolution adopted by the Board. If not earlier
terminated, the Plan shall terminate on February 28, 2007. No Options may be
granted after the Plan has terminated but the Committee shall continue to
supervise the administration of Options previously granted.

         8.3 Tax Status of Options. To the extent applicable, the Plan is
intended to permit the issuance of Options to Employees in accordance with the
provisions of Section 422 of the Code. Subject to the provision of Section 8.1
of the Plan, the Plan and Option Agreements may be modified or amended at any
time, both prospectively and retroactively, and in a manner that may affect
Options previously granted, if such amendment or modification is necessary for
the Plan and Options granted hereunder to qualify under said provision of the
Code. All Options granted under the Plan to Employees shall be intended to
qualify as incentive stock options under Section 422 of the Code to the extent
that any portion of the Options granted meet the requirements of Section 422 of
the Code. To the extent that any portion of the Options granted under the Plan
do not meet the requirements of Section 422 of the Code, such Options shall be
deemed to be Nonqualified Options. Nothing in the Plan shall be deemed to
prohibit the issuance of Nonqualified Options to Employees under the Plan. Any
Options issued to Directors shall be Nonqualified Options.




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<PAGE>   11

                                   ARTICLE IX.

                            MISCELLANEOUS PROVISIONS

         9.1 Restrictions Upon Grant of Options. If the listing upon any stock
exchange or the registration or qualification under any federal or state law of
any shares of Common Stock to be issued on the exercise of Options granted under
the Plan (whether to permit the grant of Options the issuance of shares of
Common Stock to any permitted transferee or the resale or other disposition of
any such shares of Common Stock by or on behalf of the Optionees receiving such
shares) should be or become necessary or desirable, the Board in its sole
discretion may determine that delivery of the certificates for such shares of
Common Stock shall not be made until such listing, registration or qualification
shall have been completed. The Company agrees that it will use its reasonable
best efforts to effect any such listing, registration or qualification;
provided, however, that the Company shall not be required to use its reasonable
best efforts to effect such registration under the Securities Act of 1933 other
than on Form S-8 or such other forms as may be in effect from time to time
calling for information comparable to that presently required to be furnished
under Form S-8. In no event shall the Company be required to register shares of
Common Stock for issuance to a permitted transferee and any requested exercise
of Options by a permitted transferee shall be subject to any applicable prior
registration of the shares of Common Stock issuable upon such exercise.

         9.2 Restrictions Upon Resale of Unregistered Stock. Each Optionee
shall, if the Company deems it advisable, represent and agree in writing (i)
that any shares of Common Stock acquired by such Optionee pursuant to this Plan
will not be sold except pursuant to an effective registration statement under
the Securities Act of 1933 or pursuant to an exemption from registration under
said Act, (ii) that such Optionee is acquiring such shares of Common Stock for
his or her own account and not with a view to the distribution thereof and (iii)
to such other customary matters as the Company may request. In such case, no
shares of Common Stock shall be issued to such Optionee unless such Optionee
provides such representations and agreements and the Company is reasonably
satisfied that such representations and agreements are correct.

         9.3      Repurchase by the Company.

                  (a) The Company shall have the right, exercisable within 60
         days after the later of (i) the date of Optionee's termination of
         employment with the Company or a Subsidiary or termination of service
         as a Director or (ii) the date of the exercise by any person other than
         Optionee of the Option pursuant to any provision of this Plan, to
         purchase any shares of Common Stock (or securities into which any
         Common Stock has been converted) that were acquired pursuant to the
         exercise of an Option under this Plan ("Option Shares"). To the extent
         that an Optionee holds exercisable Options at the time of termination
         of employment or termination of service as a Director, the Company may
         elect to purchase such exercisable Options in the same manner as the
         Option Shares at a price equal to the Repurchase Price (as hereinafter
         defined) less the exercise price of such exercisable Options.

                  (b) The Repurchase Price for the purchase of the Option Shares
         shall be determined as follows:



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<PAGE>   12


                           (i) if the Common Stock has been registered pursuant
                  to a registration statement filed under the Securities Act of
                  1933, as amended, and the rules and regulations of the
                  Securities and Exchange Commission thereunder (the "Act"),
                  then the Repurchase Price per share shall be equal to the
                  average closing price per share of the Common Stock for the 30
                  days preceding the date of termination of employment by the
                  Company or a Subsidiary as published in the Wall Street
                  Journal; or

                           (ii) if the Common Stock has not been registered
                  under the Act, then the price shall be the book value per
                  share of Common Stock as of the last day of the month during
                  which termination of employment with the Company or a
                  Subsidiary (or termination of service as a Director occurs) as
                  determined by the formula:

                           [OBJECT OMITTED]

                           P        =       A - L
                                            -----
                                              S

                           P        =       the purchase price (book value) per
                                            option share,

                           A        =       the total assets of the company
                                            and its subsidiaries (determined
                                            pursuant to generally accepted
                                            accounting principles) shown on the
                                            company's balance sheet for the most
                                            recent fiscal year ended,

                           L        =       the total liabilities of the
                                            company and its subsidiaries
                                            (determined pursuant to generally
                                            accepted accounting principles)
                                            shown on the company's balance sheet
                                            for the most recent fiscal year
                                            ended,

                           S        =       the total number of shares of
                                            capital stock of the company
                                            outstanding on a fully diluted basis
                                            as shown on the company's balance
                                            sheet for the most recent fiscal
                                            year ended and as adjusted for any
                                            capital transactions, dividends, or
                                            reclassification of stock subsequent
                                            to such date.

                  (c) To the extent that the Company has the right to purchase
         Option Shares, the company may exercise such right by delivery (upon or
         within sixty days after the later of Optionee's termination of
         employment with the Company or a Subsidiary (or termination of service
         as a Director) or exercise by a person other than Optionee of the
         Option) of written notice to the Optionee (or such other person
         exercising such Option) stating the full number of Option Shares that
         the Company has elected to purchase, the purchase price per Option
         Share, and the time of purchase (which time shall not be earlier than 5
         days from the date of notice). At the time of purchase, the Optionee
         shall deliver the certificate or certificates representing his Option
         Shares to the Company at its offices and shall execute any stock powers
         or other instruments as may be necessary to transfer full ownership of
         the Option Shares to the Company. At the time of purchase, the Company
         shall issue its own check within 60 days to the Optionee in an amount
         equal to the aggregate purchase price for the Option Shares for which
         the Company has exercised 



                                       12
<PAGE>   13


         its right to purchase, less any amounts required to be withheld under
         applicable laws. in the event of Optionee's death or disability, the
         Company's right to purchase and the manner of purchase shall apply with
         regard to the Optionee's estate, beneficiary, administrator or personal
         representative.

         9.4 Adjustments. The number of shares of Common Stock of the Company
authorized for issuance under the Plan, as well as the price to be paid and the
number of shares issued upon exercise of outstanding Options, shall be subject
to adjustment by the Committee, in its sole discretion, to reflect any stock
split, stock dividend, recapitalization, merger consolidation, reorganization,
combination or exchange of shares or other similar event.

         9.5 Use of Proceeds. The proceeds from the sale of Common Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company and may be used for such corporate purposes as the company may
determine.

         9.6      Substitution of Options.

                  (a) The Committee may, with the consent of the holder of any
         Option granted under the plan, cancel such Option and grant a new
         Option in substitution therefor, provided that the Option as so
         substituted shall satisfy all of the requirements of the plan as of the
         date such new option is granted.

                  (b) Options may be granted under the Plan in substitution for
         options held by individuals who are employees or directors of another
         corporation and who become Employees or Directors of the Company or any
         Subsidiary of the Company eligible to receive Options pursuant to the
         Plan as a result of a merger, consolidation, reorganization or similar
         event. The terms and conditions of any Options so granted may vary from
         those set forth in the Plan to the extent deemed appropriate by the
         Committee in order to conform the provisions of Options granted
         pursuant to the Plan to the provisions of the options in substitution
         for which they are granted.

         9.7      Restrictive Legends.

                  (a) Certificates representing shares of Common Stock delivered
         pursuant to the exercise of Options shall bear an appropriate legend
         referring to the terms, conditions and restrictions described in this
         plan. Any attempt to dispose of any such shares of Common Stock in
         contravention of the terms, conditions and restrictions described in
         the Plan shall be ineffective, null and void, and the Company shall not
         effect any such transfer on its books.

                  (b) Any Shares of Common Stock of the Company received by an
         Optionee (or his or her heirs, legatees, distributees or
         representative) as a stock dividend on, or as a result of a stock
         split, combination, exchange of shares, reorganization, merger,
         consolidation or otherwise with respect to, shares of Common Stock
         received pursuant to the exercise of Options, shall be subject to the
         terms and conditions of the plan and bear the same legend as the shares
         received pursuant to the exercise of Options.

         9.8 Notices. any notice required or permitted hereunder shall be
sufficiently given only if sent by registered or certified mail, return receipt
requested, postage prepaid, addressed to the Company at its principal place of
business, and to the Optionee at the address on file with the 


                                       13

<PAGE>   14

Company at the time of grant hereunder, or to such other address as either party
may hereafter designate in writing by notice similarly given by one party to the
other.

         9.9 Prior Option Agreements. Each Option Agreement entered into prior
to the effective date of this INSpire Insurance Solutions, Inc. Second Amended
and Restated 1997 Stock Option Plan is hereby amended to conform to the
provisions of the Plan.

         9.10 Effective Dates. The Plan originally became effective on March 12,
1997 and was amended effective July 30, 1997. The second amendment and
restatement effected hereby is effective February 16, 1998, subject to any
required shareholder approval.

         IN WITNESS WHEREOF, upon authorization of the Board of Directors and
the Shareholders of the Company, the undersigned has caused the INSpire
Insurance Solutions, Inc. Second Amended and Restated 1997 Stock Option plan to
be executed effective as of the 16th day of February 1998.



                                         --------------------------------------
                                         F. George Dunham, III
                                         President and Chief Executive Officer

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