AMENDMENT NO. 2
                                    TO THE
                         EDUTREK INTERNATIONAL, INC.
                             1997 INCENTIVE PLAN
                                           
WHEREAS, the Board of Directors of EduTrek International, Inc. (the "Company")
has previously adopted, and the shareholders of the Company have approved, the
EduTrek International, Inc. 1997 Incentive Plan (the "Plan") pursuant to which
options to purchase stock of the Company and other awards may be granted to
eligible directors and employees of the Company; and

WHEREAS, the Board of Directors of the Company deems it desirable to amend the
Plan as provided herein to permit stock options awarded under the plan to vest
immediately or in increments, as determined from time to time by the Board of
Directors or the Committee administering the Plan;

NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:


                                      ARTICLE I
                                           
                                  AMENDMENT TO PLAN
                                           
1.1 Section 5 of the Plan, entitled "Incentive Stock Options", shall be 
amended by deleting the deleting subsection (c) thereof in its entirety and 
substituting therefor the following:

(c) EXERCISABILITY.  Subject to paragraph (j) of this Section 5, Incentive
Stock Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Board or the Committee at
grant.  If the Board or the Committee provides, in its discretion, that any
Incentive Stock Option is exercisable only in installments, the Board or the
Committee may waive such installment exercise provision at any time in whole or
in part based on performance and/or such other factors as the Board or the
Committee may determine in its sole discretion.


                                      ARTICLE II
                                           
                             EFFECTIVE DATE OF AMENDMENT
                                           
2.1 The amendment effected hereby shall be effective on or after the date this
amendment is approved by the Board of Directors of the Company, but subject to
approval of a majority of the shares of Common Stock of the Company entitled to
vote thereon.