OF COUNSEL ENTERPRISES, INC.
1933 EMPLOYEE STOCK OPTION PLAN



          1.   PURPOSE.  The purpose of the Of Counsel Enterprises,
Inc. 1993 Employee Stock Option Plan (the "Plan") is to enable Of
Counsel Enterprises, Inc. (the "Company") and its stockholders to
secure the benefits of common stock ownership by employees of the
Company.  The Board of Directors of the Company (the "Board")
believes that the granting of options under the Plan will foster
the Company's ability to attract, retain and motivate those
individuals who will be largely responsible for the profitability
and long-term future growth of the Company.

          2.   STOCK SUBJECT TO THE PLAN.  The Company may issue
and sell a total of 600,000 shares [300,000 shares (after giving
effect to the 299 for 1 stock dividend to be declared by the
Company)] of its common stock, $.01 par value (the "Common Stock"),
pursuant to the Plan.  Such shares may be either authorized and
unissued or held by the Company in its treasury.  New options may
be granted under the Plan with respect to shares of Common Stock
which are covered by the unexercised portion of an option which has
terminated or expired by its terms, by cancellation or otherwise.

          3.   ADMINISTRATION.  The Plan will be administered by a
committee (the "Committee") consisting of at least two directors
appointed by and serving at the pleasure of the Board.  After the
Company's Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934, the members of the Committee shall
be "disinterested directors" within the meaning and for the
purposes of Rule 16(b)-3 under the Securities Exchange Act of 1934. 
Subject to the provisions of the Plan, the Committee, acting in its
sole and absolute discretion, will have full power and authority to
grant options under the Plan, to interpret the provisions of the
Plan, to fix and interpret the provisions of option agreements made
under the Plan, to supervise the administration of the Plan, and to
take such other action as may be necessary or desirable in order to
carry out the provisions of the Plan.  A majority of the members of
the Committee will constitute a quorum.  The Committee may act by
the vote of a majority of its members present at a meeting at which
there is a quorum or by unanimous written consent.  The decision of
the Committee as to any disputed question, including questions of
construction, interpretation and administration, will be final and
conclusive on all persons.  The Committee will keep a record of its
proceedings and acts and will keep or cause to be kept such books
and records as may be necessary in connection with the proper
administration of the Plan.

          4.   ELIGIBILITY.  Options may be granted under the Plan
to present or future Officers and employees of the Company or a
subsidiary of the Company (a "Subsidiary") within the meaning of
Section 424(f) of the Internal Revenue Code of 1986 (the "Code"),
and to consultants to the Company or a Subsidiary.  Subject to the
provisions of the Plan, the Committee may from time to time select
the persons to whom options will be granted, and will fix the
number of shares covered by each such option and establish the
terms and conditions thereof, including,


 without limitation, the exercise price, restrictiOns on
exercisability of the option and/or on the disposition of the
shares of Common Stock issued upon exercise thereof and whether or
not the option is to be treated as an incentive stock option within
the meaning of Section 422 of the Code (an "Incentive Stock
Option").

          5.   TERMS AND CONDITIONS OF OPTIONS.  Each option
granted under the Plan will be evidenced by a written agreement in
a form approved by the Committee.  Each such option will be subject
to the terms and conditions set forth in this paragraph and such
additional terms and conditions not inconsistent with the Plan
(and, in the case of an Incentive Stock Option, not inconsistent
with the provisions of the Code applicable thereto) as the
Committee deems appropriate.

               (a)  OPTION EXERCISE PRICE.  In the case of an
option which is not treated as an Incentive Stock Option, the
exercise price per share may not be less than the par value of a
share of Common Stock on the date the option is granted; and, in
the case of an Incentive Stock Option, the exercise price per share
may not be less than 100% of the fair market value of a share of
Common Stock on the date the option is granted (110% in the case of
an optionee who, at the time the option is granted, owns stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Company or a Subsidiary (a "ten percent
shareholder")).  For purposes hereof, the fair market value of a
share of Common Stock on any date will be equal to the closing sale
price per share as published by a national securities exchange on
which shares of the Common Stock are traded on such date or, if
there is no sale of Common Stock on such date, the average of the
bid and asked prices on such exchange at the closing of trading on
such date or, if shares of the Common Stock are not listed on a
national securities exchange on such date, the closing price or, if
none, the average of the bid and asked prices in the over the
counter market at the close of trading on such date, or if the
Common Stock is not traded on a national securities exchange or the
over the counter market, the fair market value of a share of the
Common Stock on such date as determined in good faith by the
Committee.  

               (b)  OPTION PERIOD.  The period during which an
option may be exercised will be fixed by the Committee and will not
exceed 10 years from the date the option is granted (5 years in the
case of an Incentive Stock Option granted to a "ten percent
shareholder").

               (c)  EXERCISE OF OPTIONS.

                    (1)  GENERAL.  No option will become
exercisable unless the person to whom the option was granted
remains in the continuous employ or service of the CompanY or a
Subsidiary for at least six months (or for such longer period as
the Committee may designate) from the date the option is granted. 
The Committee may determine and set forth in the option agreement
any additional vesting or other f restrictions on the
exercisability of an option, subject to earlier termination of the
Option as provided herein.  All or part of the exercisable portion
of an option may be exercised at any time during the option period. 
An option may be exercised



by transmitting to the Company (a) a written notice specifying the
number of shares to be purchased, and (b) payment of the exercise
price (or, if applicable, delivery of a secured obligation
therefor), together with the amount, if any, deemed necessary by
the F Committee to enable the Company to satisfy its income tax
withholding obligations with respect to such exercise (unless other
arrangements acceptable to the Company are made with respect to the
satisfaction of such withholding obligations).

                    (2)  STOCK REGISTRATION REQUIRED. 
Notwithstanding anything in the Plan to the contrary, no option may
be exercised, except by persons who may qualify under applicable
securities laws, unless and until a registration statement covering
the shares of Common Stock issuable upon exercise of options
granted [ hereunder has been filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of
1933, as amended.

               (d)  PAYMENT OF EXERCISE PRICE.  The purchase price
of shares of Common Stock acquired pursuant to the exercise of an
option granted under the Plan may be paid in cash and/or such other
form of payment as may be permitted under the option agreement and
applicable law, including, without limitation, previously-owned
shares of Common Stock.  The Committee may permit the payment of
all or a portion of the purchase price in installments (together
with interest) over a period of not more than five years.

               (e)  RIGHTS AS A STOCKHOLDER.  No shares of Common
Stock will be issued in respect of the exercise of an option
granted under the Plan until full payment therefor has been made. 
The holder of an option will have no rights as a stockholder with
respect to any shares covered by an option until the date a stock
certificate for such shares is issued to him or her.  Except as
otherwise provided herein, no adjustments shall be made for
dividends or distributions of other rights for which the record
date is prior to the date such stock certificate is issued.

               (f)  NONTRANSFERABILITY OF OPTIONS.  No option shall
be assignable or transferrable except upon the optionee's death to
a beneficiary designated by the Optionee in accordance with
procedures established by the Committee or, if no designated
beneficiary shall survive the optionee, pursuant to the optionee's
will or by the laws of descent and distribution.  During an
optionee's lifetime, options may be exercised only by the optionee
or the optionee's guardian or legal representative.

               (g)  TERMINATION OF EMPLOYMENT OR OTHER SERVICE. 
UNLESS EXTENDED by the Committee, if an optionee ceases to be
employed by or to perform services for any Subsidiary for any
reason other than death or disability (defined below), then each
outstanding option granted to him or her under the Plan will
terminate on the date three months after the date of such
termination of employment or service, or, if earlier, the date
specified in the option agreement.  If an optionee's employment or
service is terminated by reason of the optionee's death or
disability (or if the optionee's employment or service is
terminated by reason of his or her disability and the optionee dies
within one year after such termination of employment or 


service), then, unless extended by the Committee, each outstanding
option granted to the optionee under the Plan will terminate on the
date one year after the date of such termination of employment or
service (or one year after the later death of a disabled optionee)
or, if earlier, the date specified in the option agreement.  For
purposes hereof, the term "disability" means the inability of an
optionee to perform the customary duties of his or her employment
or other service for the Company or a Subsidiary by reason of a
physical or mental incapacity which is expected to result in death
or be of indefinite duration.

               (h)  OTHER PROVISIONS.  The Committee may impose
such other conditions with respect to the exercise of options,
including, without limitation, any conditions relating to the
application of federal or state securities laws, as it may deem
necessary or advisable.

               (i)  MAXIMUM OPTION GRANT.  The maximum option grant
which may be made in any calendar year to any officer or employee
of the Company or a Subsidiary shall not cover more than 100,000
shares.

          6.CHANGE IN CONTROL; CAPITAL CHANGES.

          (a)  If any event constituting a "Change- in Control of
the Company" shall occur, all Options granted under the Plan which
are outstanding at the time a Change in Control of the Company
shall occur shall immediately become exercisable.  A "Change in
Control of the Company" shall be deemed to occur if (i) there shall
be consummated (x) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's Common Stock would be
converted into cash, securities or other property other than a
merger of the Company in which the holders of the Company's Common
Stock immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately
after the merger, or (y) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions)
of all, or substantially all, of the assets of the Company, or (ii)
the stockholders of the Company shall approve any plan or proposal
for liquidation or dissolution of the Company, or (iii) any person
(as such tern is used in Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
shall become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of 40% or more of the Company's outstanding
Common Stock other than pursuant to a plan or arrangement entered
into by such person and the Company, or (iv) during any period of
two consecutive years, individuals who at the beginning of such
period constitute the entire Board of Directors shall cease for any
reason to constitute a majority thereof unless the election, or the
nomination for election by the Company's stockholders, of each new
director was approved by a vote of at least two thirds of the
directors then still in office who were directors at the beginning
of the period.



               (b)  In the event of any stock split, stock dividend
or similar transaction which increases or decreases the number of
outstanding shares of Common Stock, appropriate adjustment shall be
made by the Board of Directors to the number and option exercise
price per share of Common Stock which may be purchased under any
outstanding Options.  In the case of a merger, consolidation or
similar transaction which results in a replacement of the Company's
Common Stock and stock of another corporation but does not
constitute Change in Control of the Company, the Company will make
a reasonable effort, but shall not be required, to replace any
outstanding Options granted under the Plan with comparable options
to purchase the stock of such other corporation, or will provide
for immediate maturity of all outstanding Options, with all Options
not being exercised within the time period specified by the Board
of Directors being terminated.

               (c)  In the event of any adjustment in the number of
shares covered by any option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be
disregarded and each such option will cover only the number of full
shares resulting from the adjustment.  

               (d)  All adjustments under this paragraph 6 shall be
made by the Board, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and
conclusive.  

          7.   AMENDMENT AND TERMINATION OF THE PLAN.  The Board
may amend or terminate the Plan.  Except as otherwise provided in
the Plan with respect to equity changes, any amendment which would
increase the aggregate number of shares of Common Stock as to which
options may be granted under the Plan, materially increase the
benefits under the Plan, or modify the class of persons eligible to
receive options under the Plan shall be subject to the approval of
the Company's stockholders.  No amendment or termination may affect
adversely any outstanding option without the written consent of the
optionee.

          8.   NO RIGHTS CONFERRED.  Nothing contained herein will
be deemed to give any individual any right to receive an option
under the Plan or to be retained in the employ or service of the
Company or any Subsidiary.

          9.   GOVERNING LAW.  The Plan and each option agreement
shall be governed by the laws of the State of Texas.

          10.  DECISIONS AND DETERMINATIONS OF COMMITTEE TO BE
FINAL.  Except to the extent rights or powers under this Plan are
reserved specifically to the discretion of the Board~ all decisions
and determinations of the Committee are final and binding.

          11.  TERM OF THE PLAN.  The Plan shall be effective as of
the date on which it is adopted by the Board, subject to the
approval of the stockholders of the Company within one year from
the date of adoption by the Board.  The Plan will terminate on the
date ten years after 


the date of adoption by the Board, unless sooner terminated by the
Board.  The rights of optionees under options outstanding at the
time of the termination of the Plan shall not be affected solely by
reason of the termination and shall continue in accordance with the
terms of the option (as then in effect or thereafter amended).