1997 Stock Option Plan - Legal Research Center Inc.


                             1997 Stock Option Plan








                           LEGAL RESEARCH CENTER, INC.
                             1997 STOCK OPTION PLAN


                                   ARTICLE 1.
                            ESTABLISHMENT AND PURPOSE

     1.1  Establishment.  Legal Research  Center,  Inc. (the  'Company')  hereby
establishes a plan providing for the grant of stock options to certain  eligible
individuals who have or will render services to the Company.  This plan shall be
known as the Legal Research Center, Inc. 1997 Stock Option Plan (the 'Plan').

     1.2  Purpose.  The purpose of the Plan is to advance the  interests  of the
Company and its  shareholders by enhancing the Company's  ability to attract and
retain  qualified  persons to perform  services  for the  Company,  by providing
incentives to such persons to put forth  maximum  efforts for the Company and by
rewarding  persons who contribute to the  achievement of the Company's  economic
objectives.

                                   ARTICLE 2.
                                   DEFINITIONS

     The following  terms have the meanings set forth below,  unless the context
otherwise requires:

     2.1 'Affiliate'  means with respect to any Person,  (i) any Person directly
or  indirectly  controlling,  controlled  by, or under common  control with such
Person,  (ii) any person owning or controlling  ten percent (10%) or more of the
outstanding  voting interests of such Person,  (iii) any officer,  director,  or
general partner of such Person, or (iv) any Person who is an officer,  director,
general  partner or holder of ten percent (10%) or more of the voting  interests
of any Person  described  in clauses (i)  through  (iii) of this  sentence.  For
purposes of this  definition,  the term  'controls,'  'is controlled by,' or 'is
under common control with' shall mean the possession, direct or indirect, of the
power to direct or cause the  direction  of the  management  and  policies  of a
person or  entity,  whether  through  the  ownership  of voting  securities,  by
contract or otherwise.

     2.2 'Board' means the Board of Directors of the Company.

     2.3 'Code' means the Internal Revenue Code of 1986, as amended.

     2.4 'Committee'  means the group of individuals  administering the Plan, as
provided in Article 3 of the Plan.

     2.5 'Common  Stock' means the common  stock of the Company,  par value $.01
per share,  or the number and kind of shares of stock or other  securities  into
which such Common  Stock may be changed in  accordance  with  Section 4.3 of the
Plan.

     2.6   'Disability'   means  the  permanent  and  total  disability  of  the
Participant within the meaning of Section 22(e)(3) of the Code.

     2.7  'Eligible   Recipient'   means  all  employees   (including,   without
limitation,  officers and directors who are also employees),  Outside Directors,
consultants and independent contractors of the Company or any Subsidiary.

     2.8 'Exchange Act' means the Securities Exchange Act of 1934, as amended.

     2.9 'Fair  Market  Value'  means,  with  respect to the Common  Stock,  the
following:

          (a) If the Common  Stock is listed or  admitted  to  unlisted  trading
     privileges  on any  national  securities  exchange  or is not so  listed or
     admitted  but  transactions  in the Common Stock are reported on the NASDAQ
     National  Market  System,  the last sale price of the Common  Stock on such
     exchange or reported by the


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     NASDAQ National Market System as of such date (or, if no shares were traded
     on such day, as of the next preceding day on which there was such a trade).

          (b) If the  Common  Stock is not so listed  or  admitted  to  unlisted
     trading  privileges or reported on the NASDAQ National  Market System,  and
     bid and asked prices therefor in the  over-the-counter  market are reported
     by The Nasdaq SmallCap Market7 or the National  Quotation Bureau,  Inc. (or
     any comparable  reporting  service),  the mean of the closing bid and asked
     prices as of such date, as so reported by the NASDAQ System,  or, if not so
     reported thereon,  as reported by the National  Quotation Bureau,  Inc. (or
     such comparable reporting service).

          (c) If the  Common  Stock is not so listed  or  admitted  to  unlisted
     trading  privileges,  or reported on the NASDAQ National Market System, and
     such bid and asked prices are not so reported,  such price as the Committee
     determines in good faith in the exercise of its reasonable discretion.

     2.10  'Incentive  Stock  Option'  means a right to  purchase  Common  Stock
granted  to an  Eligible  Recipient  pursuant  to  Article  6 of the  Plan  that
qualifies as an 'incentive  stock  option'  within the meaning of Section 422 of
the Code.

     2.11  'Non-Statutory  Stock Option' means a right to purchase  Common Stock
granted to an Eligible  Recipient pursuant to Article 6 or Article 7 of the Plan
that does not qualify as an Incentive Stock Option.

     2.12  'Option'  means an Incentive  Stock Option or a  Non-Statutory  Stock
Option.

     2.13 'Outside  Director' means a member of the Board who is not an employee
of the Company or any  Subsidiary  or Affiliate  thereof and who  satisfies  the
definition of (i) a Non-Employee Director pursuant to Rule 16b-3 of the Exchange
Act, and (ii) an 'outside director' pursuant to Section 162(m) of the Code.

     2.14  'Participant'  means an Eligible  Recipient  who receives one or more
Options under the Plan.

     2.15  'Person'  means  any  individual,  corporation,  partnership,  group,
association  or other  'person'  (as such term is used in  Section  14(d) of the
Exchange Act), other than the Company,  a wholly owned subsidiary of the Company
or any  employee  benefit  plan  sponsored  by the  Company  or a  wholly  owned
subsidiary of the Company.

     2.16  'Previously  Acquired  Shares'  means shares of Common Stock that are
already  owned by the  Participant  and  shares of Common  Stock  that  could be
acquired by the Participant pursuant to the exercise of an Option.

     2.17 'Retirement' means the retirement of a Participant  pursuant to and in
accordance  with the regular  or, if  approved by the Board for  purposes of the
Plan, any early  retirement  plan or practice of the Company or Subsidiary  then
covering the Participant.

     2.18 'Securities Act' means the Securities Act of 1933, as amended.

     2.19  'Subsidiary'  means any subsidiary  corporation of the Company within
the meaning of Section 424(f) of the Code.

                                   ARTICLE 3.
                               PLAN ADMINISTRATION

     3.1 The  Committee.  The Plan  shall be  administered  by the Board or by a
committee  of the  Board  consisting  solely of two or more  Outside  Directors.
Members of such a committee,  if  established,  shall be appointed  from time to
time by the Board,  shall  serve at the  pleasure of the Board and may resign at
any time upon written  notice to the Board.  A majority of the members of such a
committee  shall  constitute  a quorum.  Such a committee  shall act by majority
approval of the members,  shall keep  minutes of its meetings and shall  provide
copies of such  minutes to the Board.  Action of such a  committee  may be taken
without a meeting if unanimous  written  consent is given.  Copies of minutes of
such a  committee's  meetings  and of its  actions by written  consent  shall be
provided to the Board and kept with the  corporate  records of the  Company.  As
used in this  Plan,  the term  'Committee'  will refer to the Board or to such a
committee, if established.


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     3.2 Authority of the Committee.

          (a) In accordance  with and subject to the provisions of the Plan, the
     Committee shall have the authority to determine (i) the Eligible Recipients
     who shall be  selected as  Participants,  (ii) the nature and extent of the
     Options to be granted to each  Participant  (including the number of shares
     of Common  Stock to be subject to each Option,  the exercise  price and the
     manner in which Options will vest or become exercisable), (iii) the time or
     times when Options will be granted,  (iv) the duration of each Option,  (v)
     the  restrictions  and  other  conditions  to which the  exercisability  or
     vesting of Options may be subject,  and (vi) such other  provisions  of the
     Options as the Committee may deem  necessary or desirable and as consistent
     with the terms of the Plan. The Committee shall determine the form or forms
     of the  option  agreements  with  Participants  which  shall  evidence  the
     particular  terms,  conditions,  rights and duties of the  Company  and the
     Participants  with respect to Options granted  pursuant to the Plan,  which
     agreements shall be consistent with the provisions of the Plan.

          (b)  With  the  consent  of  the  Participant  affected  thereby,  the
     Committee  may amend or modify the terms of any  outstanding  Option in any
     manner,  provided  that the amended or modified  terms are permitted by the
     Plan as then in effect.  Without  limiting the  generality of the foregoing
     sentence,  the Committee may, with the consent of the Participant  affected
     thereby,  modify the  exercise  price,  number of shares or other terms and
     conditions  of an  Option,  extend the term of an  Option,  accelerate  the
     exercisability or vesting or otherwise terminate any restrictions  relating
     to an Option,  accept the surrender of any outstanding  Option,  or, to the
     extent  not  previously  exercised  or vested,  authorize  the grant of new
     Options in substitution for surrendered Options.

          (c) The Committee  shall have the authority to interpret the Plan and,
     subject to the provisions of the Plan, to establish,  adopt and revise such
     rules and  regulations  relating  to the Plan as it may deem  necessary  or
     advisable for the administration of the Plan. The Committee's decisions and
     determinations  under  the  Plan  need  not be  uniform  and  may  be  made
     selectively  among  Participants,  whether  or not  such  Participants  are
     similarly situated. Each determination, interpretation or other action made
     or taken by the Committee  pursuant to the  provisions of the Plan shall be
     conclusive  and binding for all  purposes  and on all  persons,  including,
     without limitation,  the Company and its Subsidiaries,  the shareholders of
     the Company, the Committee and each of its members, the directors, officers
     and employees of the Company and its Subsidiaries, and the Participants and
     their  successors in interest.  No member of the Committee  shall be liable
     for any action or determination made in food faith with respect to the Plan
     or any Option granted under the Plan.

                                   ARTICLE 4.
                            STOCK SUBJECT TO THE PLAN

     4.1 Number of Shares.  Subject to  adjustment  as  provided  in Section 4.3
below, the maximum number of shares of Common Stock that shall be authorized and
reserved for issuance under the Plan shall be 700,000 shares of Common Stock.

     4.2 Shares  Available  for Use.  Shares of Common  Stock that may be issued
upon exercise of Options shall be applied to reduce the maximum number of shares
of Common Stock remaining available for use under the Plan. Any shares of Common
Stock that are  subject  to an Option  (or any  portion  thereof)  that  lapses,
expires or for any reason is terminated  unexercised  shall become available for
use under the Plan. Also,  Previously  Acquired Shares which are tendered to the
Company in satisfaction  or partial  satisfaction of the Exercise Price pursuant
to  Section  6.6 or in  satisfaction  or  partial  satisfaction  of  withholding
obligations  pursuant to Article 9 shall become available for use under the Plan
to the extent permitted by Rule 16b-3 of the Exchange Act.

     4.3  Adjustments  to Shares.  In the event of any  reorganization,  merger,
consolidation, recapitalization,  liquidation, reclassification, stock dividend,
stock split,  combination of shares, rights offering,  extraordinary dividend or
divestiture  (including  a  spin-off)  or any  other  change  in  the  corporate
structure or shares of the Company, the Committee (or, if the Company is not the
surviving  corporation  in any such  transaction,  the board of directors of the
surviving  corporation) may make  appropriate  adjustment  (which  determination
shall  be  conclusive)  as to the  number  and  kind of  securities  subject  to
outstanding  Options.  Without limiting the generality of the foregoing,  in the
event that any of such  transactions  are effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or assets, including
cash,  with respect to or in exchange for such Common  Stock,  all  Participants
holding outstanding Options shall upon the exercise of such


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Option  receive,  in lieu of any shares of Common  Stock they may be entitled to
receive,  such stock  securities or assets,  including  cash, as would have been
issued  to such  Participants  if  their  Options  had been  exercised  and such
Participants had received Common Stock prior to such transaction.

                                   ARTICLE 5.
                                  PARTICIPATION

     Participants  in the Plan shall be those  Eligible  Recipients  who, in the
judgment of the Committee, have performed, are performing, or during the term of
an Option will perform, services in the management, operation and development of
the  Company  or  any  Subsidiary  or  Affiliate   thereof,   and  significantly
contributed,  are  significantly  contributing or are expected to  significantly
contribute  to  the  achievement  of  corporate  economic  objectives.  Eligible
Recipients  may be  granted  from  time to time one or more  Options,  as may be
determined by the Committee in its sole discretion.  The number, type, terms and
conditions  of  Options  granted  to  various  Eligible  Recipients  need not be
uniform,  consistent or in accordance with any plan,  regardless of whether such
Eligible Recipients are similarly situated.  Upon determination by the Committee
that an Option is to be granted to an Eligible  Recipient,  written notice shall
be given  such  person,  specifying  the  terms,  conditions,  rights and duties
related  thereto.  Each  Eligible  Recipient  to whom an Option is to be granted
shall enter into an agreement  with the Company,  in such form as the  Committee
shall  determine  and  which is  consistent  with the  provisions  of the  Plan,
specifying such terms, conditions, rights and duties. Options shall be deemed to
be granted as of the date  specified in the grant  resolution of the  Committee,
and the related option agreements shall be dated as of such date.

                                   ARTICLE 6.
                                  STOCK OPTIONS

     6.1 Grant.  An Eligible  Recipient may be granted one or more Options under
the Plan,  and such  Options  shall be  subject  to such  terms and  conditions,
consistent with the other  provisions of the Plan, as shall be determined by the
Committee in its sole discretion.  The Committee may designate whether an Option
is to be considered an Incentive Stock Option or a  Non-Statutory  Stock Option;
provided,  however,  that an Incentive  Stock Option shall be granted only to an
Eligible  Recipient  who  is an  employee  of the  Company  or a  Subsidiary  or
Affiliate thereof.  The terms of the agreement relating to a Non-Statutory Stock
Option  shall  expressly  provide  that such  Option  shall not be treated as an
Incentive  Stock  Option.  Options  shall be granted  for no cash  consideration
unless minimal cash consideration is required by applicable law.

     6.2 Exercise.  An Option shall become exercisable at such times and in such
installments  (which may be  cumulative) as shall be determined by the Committee
in its sole discretion at the time the Option is granted. Upon the completion of
its exercise period, an Option, to the extent not then exercised, shall expire.

     6.3 Exercise Price.

          (a)  Incentive  Stock  Options.  The per share price to be paid by the
     Participant  at the time an Incentive  Stock  Option is exercised  shall be
     determined by the Committee,  in its discretion,  at the date of its grant;
     provided,  however,  that such price shall not be less than (i) 100% of the
     Fair  Market  Value of one share of Common  Stock on the date the Option is
     granted, or (ii) 110% of the Fair Market Value of one share of Common Stock
     on the date the Option is granted  if, at that time the Option is  granted,
     the  Participant  owns,  directly or indirectly (as determined  pursuant to
     Section  424(d) of the Code),  more than 10% of the total  combined  voting
     power of all  classes of stock of the Company or any  subsidiary  or parent
     corporation  of the Company  (within  the  meaning of  Sections  424(f) and
     424(e), respectively, of the Code).

          (b) Non-Statutory Stock Options. The per share price to be paid by the
     Participant at the time a Non-Statutory  Stock Option is exercised shall be
     determined by the  Committee in its sole  discretion at the time the Option
     is granted; provided,  however, that such price shall not be less than 100%
     of the Fair  Market  Value of one  share  of  Common  Stock on the date the
     Option is granted.

     6.4 Duration.

          (a)  Incentive  Stock  Options.  The period  during which an Incentive
     Stock Option may be exercised  shall be fixed by the  Committee in its sole
     discretion at the time such Option is granted; provided,


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     however,  that in no event shall such period exceed ten (10) years from its
     date of grant  or,  in the case of a  Participant  who  owns,  directly  or
     indirectly  (as determined  pursuant to Section  424(d) of the Code),  more
     than 10% of the total combined  voting power of all classes of stock of the
     Company or any subsidiary or parent  corporation of the Company (within the
     meaning of Section 424(f) and 424(e), respectively,  of the Code), five (5)
     years from its date of grant.

          (b)   Non-Statutory   Stock   Options.   The  period  during  which  a
     Non-Statutory Stock Option may be exercised shall be fixed by the Committee
     in its sole discretion at its date of grant.

          (c)  Effect  of   Termination   of   Employment   or  Other   Service.
     Notwithstanding this Section 6.4, except as provided in Articles 7 and 8 of
     the Plan, all Options  granted to a Participant  shall terminate and may no
     longer be exercised upon the termination of the Participant's employment or
     other status with the Company, its Affiliates or Subsidiaries.

           6.5 Manner of Exercise.  An Option may be exercised by a  Participant
in whole or in part  from  time to time,  subject  to the  conditions  contained
herein and in the agreement  evidencing such Option,  by delivery,  in person or
through  certified  or  registered  mail,  of written  notice of exercise to the
Company at its principal executive office (Attention:  Chief Financial Officer),
and by paying in full the total Option  exercise  price for the shares of Common
Stock  purchased.  Such notice shall be in a form  satisfactory to the Committee
and shall  specify  the  particular  Option (or portion  thereof)  that is being
exercised  and the  number of shares  with  respect to which the Option is being
exercised.  Subject to compliance with Section 11.1 of the Plan, the exercise of
the Option  shall be deemed  effective  upon  receipt of such notice and payment
complying with the terms of the Plan and the agreement  evidencing  such Option.
As  soon  as  practicable  after  the  effective  exercise  of the  Option,  the
Participant  shall be recorded on the stock transfer books of the Company as the
owner of the shares purchased,  and the Company shall deliver to the Participant
one or more duly issued  stock  certificates  evidencing  such  ownership.  If a
Participant  exercises  any Option  with  respect to some,  but not all,  of the
shares of Common Stock subject to such Option, the right to exercise such Option
with  respect  to the  remaining  shares  shall  continue  until its  expires or
terminates in  accordance  with its terms.  An Option shall only be  exercisable
with respect to whole shares.

     6.6 Payment of Exercise Price. The total purchase price of the shares to be
purchased  upon exercise of an Option shall be paid entirely in cash  (including
check, bank draft or money order); provided, however, that the Committee, in its
sole  discretion,  may allow such  payments to be made,  in whole or in part, by
transfer from the Participant to the Company of Previously  Acquired Shares.  In
determining  whether or upon what terms and  conditions  a  Participant  will be
permitted to pay the purchase  price of an Option in a form other than cash, the
Committee may consider all relevant facts and circumstances,  including, without
limitation,  the tax and securities law  consequences to the Participant and the
Company and the financial  accounting  consequences to the Company. In the event
the  Participant is permitted to pay the purchase price of an Option in whole or
in part with Previously Acquired Shares, the value of such shares shall be equal
to their Fair Market  Value on the date of exercise of the Option.  No shares of
the Common Stock shall be delivered pursuant to the exercise of any Option until
payment in full of any amount  required  to be paid  pursuant to the Plan or the
applicable option agreement is, or is arranged to be, received by the Company.

     6.7  Rights as a  Shareholder.  The  Participant  shall have no rights as a
shareholder  with  respect  to any shares of Common  Stock  covered by an Option
until the Participant shall have become the holder of record of such shares, and
no  adjustments  shall be made for  dividends  or other  distributions  or other
rights as to which there is a record  date  preceding  the date the  Participant
becomes  the  holder of  record of such  shares,  except  as the  Committee  may
determine pursuant to Section 4.3 of the Plan.

     6.8  Disposition  of Common  Stock  Acquired  Pursuant  to the  Exercise of
Incentive  Stock Options.  Prior to making a disposition  (as defined in Section
424(c) of the  Code) of any  shares of Common  Stock  acquired  pursuant  to the
exercise  of an  Incentive  Stock  Option  granted  under  the Plan  before  the
expiration of two years after its date of grant or before the  expiration of one
year  after its date of  exercise  and the date on which  such  shares of Common
Stock were  transferred to the  Participant  pursuant to exercise of the Option,
the Participant shall send written notice to the Company of the proposed date of
such disposition, the number of shares to be disposed of, the amount of proceeds
to be received from such disposition and any other information  relating to such
disposition that the Company may reasonably request.  The right of a Participant
to make any such disposition  shall be conditioned on the receipt by the Company
of all amounts necessary to satisfy any federal,  state or local withholding and
employment-related  tax  requirements  attributable  to  such  disposition.  The
Committee shall


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have the right, in its sole discretion, to endorse the certificates representing
such  shares with a legend  restricting  transfer  and to cause a stop  transfer
order to be entered  with the  Company's  transfer  agent until such time as the
Company  receives  the  amounts   necessary  to  satisfy  such  withholding  and
employment-related  tax requirements or until the later of the expiration of two
years from its date of grant or one year from its date of exercise  and the date
on which  such  shares  were  transferred  to the  Participant  pursuant  to the
exercise of the Option.

     6.9 Aggregate  Limitation of Stock Subject to Incentive  Stock Options.  To
the extent that the aggregate  Fair Market Value  (determined  as of the date an
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which  incentive  stock options  (within the meaning of Section 422 of the Code)
are  exercisable  for the first time by a  Participant  during any calendar year
(under the Plan and any other incentive stock option plans of the Company or any
subsidiary  or any parent  corporation  of the  Company  (within  the meaning of
Sections  424(f) and 424(e),  respectively,  of the Code)) exceeds  $100,000 (or
such  other  amount as may be  prescribed  by the Code from time to time),  such
excess  Options  shall  be  treated  as   Non-Statutory   Stock   Options.   The
determination  shall be made by taking  incentive  stock options into account in
the order in which they were  granted.  If such excess only applies to a portion
of an incentive stock option, the Committee, in its discretion,  shall designate
which  shares  shall be treated as shares to be  acquired  upon  exercise  of an
incentive stock option.

                                   ARTICLE 7.
              EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE

     7.1 Termination of Employment or Other Service Due to Death,  Disability or
Retirement.  In the event a  Participant's  employment or other service with the
Company and all  Subsidiaries  or  Affiliates  is  terminated  by reason of such
Participant's death, Disability or Retirement, all outstanding Options then held
by the  Participant  shall  become  immediately  exercisable  in full and remain
exercisable  after such  termination for a period of three months in the case of
Retirement  and one year in the case of  death  or  Disability  (but in no event
after the expiration date of any such Option).

     7.2  Termination  of  Employment  or Other  Service for Reasons  Other than
Death,  Disability or Retirement.  Unless otherwise  determined by the Committee
either  at the  time an  Option  is  granted  or  thereafter,  in the  event  of
termination of the Participant's employment or other status with the Company and
all  Subsidiaries  or Affiliates in relation to which the Option was granted for
any  reason  other  than  death,  Disability  or  Retirement,  all rights of the
Participant  under the Plan shall  immediately  terminate  without notice of any
kind,  and  no  Options  then  held  by  the  Participant  shall  thereafter  be
exercisable;  provided,  however,  that if such termination is due to any reason
other  than  termination  by the  Company or any  Subsidiary  or  Affiliate  for
'cause,'  all  outstanding  Options then held by such  Participant  shall remain
exercisable  to the extent  exercisable as of such  termination  for a period of
three months after such  termination  (but in no event after the expiration date
of any such  Option).  For  purposes of this Section  7.2,  'cause'  shall be as
defined  in any  employment  or other  agreement  or  policy  applicable  to the
Participant  or,  if  no  such  agreement  or  policy  exists,  shall  mean  (a)
dishonesty,  fraud,  misrepresentation,  embezzlement  or material or deliberate
injury  or  attempted  injury,  in  each  case  related  to the  Company  or any
Subsidiary,  (b) any unlawful or criminal activity of a serious nature,  (c) any
willful  breach  of  duty,   habitual   neglect  of  duty  or  unreasonable  job
performance,  or (d) any material breach of a confidentiality  or noncompetition
agreement entered into with the Company or any Subsidiary.

     7.3 Modification of Effect of Termination.  Notwithstanding  the provisions
of this  Article 7, upon a  Participant's  termination  of  employment  or other
status with the Company and all Subsidiaries or Affiliates with respect to which
Options were granted,  the Committee may, in its sole  discretion  (which may be
exercised before or following such termination)  cause Options,  or any portions
thereof,  then  held  by such  Participant  to  become  exercisable  and  remain
exercisable   following  such  termination  in  the  manner  determined  by  the
Committee;  provided,  however,  that no Option shall be  exercisable  after the
expiration date thereof and any Incentive Stock Option that remains  unexercised
more than three months following employment  termination by reason of Retirement
or more than one year  following  employment  termination  by reason of death or
Disability shall thereafter be deemed to be a Non-Statutory Stock Option.

     7.4 Date of Termination.  Unless the Committee shall otherwise determine in
its sole  discretion,  a  Participant's  employment or other service shall,  for
purposes of the Plan, be deemed to have terminated on the date such  Participant
ceases to perform  services for the Company and all  Subsidiaries or Affiliates,
as determined in good faith by the Committee.


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                                   ARTICLE 8.
                                CHANGE OF CONTROL

     8.1  Change in  Control.  For  purposes  of this  Article  8, a 'Change  in
Control'  of the  Company  shall  mean (a) the sale,  lease,  exchange  or other
transfer  of all or  substantially  all of the  assets  of the  Company  (in one
transaction or in a series of related transactions) to a corporation that is not
controlled by the Company,  (b) the approval by the  shareholders of the Company
of any plan or proposal for the  liquidation or  dissolution of the Company,  or
(c) a change in control of the  Company of a nature that would be required to be
reported (assuming such event has not been 'previously reported') in response to
Item 1(a) of the Current  Report on Form 8-K, as in effect on the effective date
of the Plan, pursuant to Section 13 or 15(d) of the Exchange Act, whether or not
the Company is then subject to such reporting  requirement;  provided,  however,
that,  without  limitation,  such a Change  in  Control  shall be deemed to have
occurred at such time as (i) any Person  becomes after the effective date of the
Plan the  'beneficial  owner' (as defined in Rule 13d-3 under the Exchange Act),
directly  or  indirectly,  of 20% or more of the  combined  voting  power of the
Company's  outstanding  securities  ordinarily  having  the  right  to  vote  at
elections  of  directors,  or (ii)  individuals  who  constitute  the  board  of
directors of the Company on the effective  date of the Plan cease for any reason
to constitute at least a majority  thereof,  provided that any person becoming a
director  subsequent  to the  effective  date of the  Plan  whose  election,  or
nomination for election by the Company's shareholders, was approved by a vote of
at least a majority of the  directors  comprising or deemed  pursuant  hereto to
comprise the Board on the effective  date of the Plan (either by a specific vote
or by  approval  of the proxy  statement  of the Company in which such person is
named as a nominee for director)  shall be, for purposes of this clause (ii) and
the  following  sentence,  considered as though such person were a member of the
Board  on the  effective  date  of the  Plan.  Notwithstanding  anything  in the
foregoing to the contrary, no Change in Control shall be deemed to have occurred
for purposes of this Section 8.1 by virtue of any  transaction  which shall have
been approved by the  affirmative  vote of at least a majority of the members of
the Board on the effective date of the Plan.

     8.2  Acceleration  of Vesting.  If a Change of Control of the Company shall
occur, the Committee, in its sole discretion, may determine that all outstanding
Options  shall  become   immediately   exercisable  in  full  and  shall  remain
exercisable  during the  remaining  term  thereof,  regardless  of  whether  the
employment  or other status of the  Participants  with respect to which  Options
have been granted shall continue with the Company or any Subsidiary.

     8.3 Cash Payment.  If a Change of Control of the Company shall occur,  then
the  Committee,  in  its  sole  discretion,  and  without  the  consent  of  any
Participant  effected  thereby,  may  determine  that  some or all  Participants
holding  outstanding  Options shall receive,  with respect to some or all of the
shares of Common Stock subject to such Options,  as of the effective date of any
such Change in Control of the Company,  cash in an amount equal to the excess of
the Fair Market Value of such shares  immediately prior to the effective date of
such Change of Control of the Company over the exercise  price per share of such
Options.

     8.4 Limitation on Change in Control Payments.  Notwithstanding  anything in
Section 8.2 or 8.3 above to the contrary, if, with respect to a Participant, the
acceleration  of the  exercisability  of an Option as provided in Section 8.2 or
the  payment of cash in  exchange  for all or part of an Option as  provided  in
Section 8.3 above  (which  acceleration  or payment  could be deemed a 'payment'
within the meaning of Section  280G(b)(2) of the Code),  together with any other
payments which such Participant has the right to receive from the Company or any
corporation  which is a member of an  'affiliated  group' (as defined in Section
1504(a) of the Code without regard to Section  1504(b) of the Code) of which the
Company is a member,  would  constitute  a  'parachute  payment'  (as defined in
Section 280G(b)(2) of the Code), then the acceleration of exercisability and the
payments to such  Participant  pursuant  to Sections  8.2 and 8.3 above shall be
reduced  to the  largest  extent  or  amount  as,  in the sole  judgment  of the
Committee,  will  result in no portion  of such  payments  being  subject to the
excise tax imposed by Section 4999 of the Code.

                                   ARTICLE 9.
                 RIGHT TO WITHHOLD; PAYMENT OF WITHHOLDING TAXES

     The Company is entitled to (a) withhold and deduct from future wages of the
Participant (or from other amounts which may be due and owing to the Participant
from the Company) or make other  arrangements for the collection of, all legally
required  amounts  necessary  to satisfy  any and all  federal,  state and local
withholding and  employment-related  tax  requirements  (i)  attributable to the
grant or  exercise  of an  Option  or to a  disqualifying  disposition  of stock
received upon exercise of an Incentive Stock Option, or (ii) otherwise  incurred
with respect liability to an Option, or (b) require the Participant  promptly to
remit the amount of such withholding  liability to the Company before taking any
action with respect


                                       8



to the exercise of an Option or the issuance of any stock certificate  either to
the Participant or any transferee.  The Committee,  in its sole discretion,  may
permit a  Participant  to pay all or a  portion  of such  withholding  liability
either  by  surrendering   Previously  Acquired  Shares  already  owned  by  the
Participant  or by  electing to have the Company  retain  shares  subject to the
Option, provided that the Committee determines that the fair market value of the
surrendered  Previously  Acquired Shares or the retained shares is equal to such
withholding liability.

                                   ARTICLE 10.
                 RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS;
                                 TRANSFERABILITY

     10.1  Employment or Service.  Nothing in the Plan shall  interfere  with or
limit in any way the right of the Company or any  Subsidiary  to  terminate  the
employment or service of any Eligible  Recipient or  Participant at any time, or
confer upon any Eligible  Recipient or Participant  any right to continue in the
employ or service of the Company or any Subsidiary.

     10.2 Restrictions on Transfer.  Other than pursuant to a qualified domestic
relations  order  (as  defined  by  the  Code),  no  right  or  interest  of any
Participant  in an  Option  prior  to the  exercise  of such  Options  shall  be
assignable or transferable, or subjected to any lien, during the lifetime of the
Participant,  either  voluntarily or involuntarily,  directly or indirectly,  by
operation  of  law  or  otherwise,   including  execution,   levy,  garnishment,
attachment,  pledge,  divorce  or  bankruptcy.  In the event of a  Participant's
death, such  Participant's  rights and interest in Options shall be transferable
by testamentary will or the laws of descent and distribution, and payment of any
amounts due under the Plan shall be made to, and exercise of any Options (to the
extent  permitted  pursuant  to  Article  7 of the  Plan)  may be made  by,  the
Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee a Participant holding an Option is disabled from caring for his or her
affairs because of mental condition, physical condition or age, any payments due
the Participant may be made to, and any rights of the Participant under the Plan
shall be exercised by, such Participant's  guardian,  conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.

     10.3 Non-Exclusivity of the Plan. Nothing contained in the Plan is intended
to amend,  modify or  rescind  any  previously  approved  compensation  plans or
programs  entered  into by the  Company.  The Plan  will be  construed  to be in
addition to any and all such other plans or  programs.  Neither the  adoption of
the Plan nor the submission of the Plan to the  shareholders  of the Company for
approval will be construed as creating any limitations on the power or authority
of the Board to adopt such additional or other compensation  arrangements as the
Board may deem necessary or desirable.

                                   ARTICLE 11.
                           SECURITIES LAW RESTRICTIONS

     11.1 Share  Issuances.  Notwithstanding  any other provision of the Plan or
any agreements  entered into pursuant hereto,  the Company shall not be required
to issue or deliver any  certificate for shares of Common Stock under this Plan,
and an Option shall not be considered to be exercised notwithstanding the tender
by the Participant of any consideration  therefor,  unless and until each of the
following conditions has been fulfilled:

          (a) (i)  There  shall  be in  effect  with  respect  to such  shares a
     registration  statement  under the Securities Act and any applicable  state
     securities  laws if the  Committee,  in its  sole  discretion,  shall  have
     determined   to  file,   cause  to  become   effective   and  maintain  the
     effectiveness of such registration  statement; or (ii) if the Committee has
     determined not to so register the shares of Common Stock to be issued under
     the Plan, (A)  exemptions  from  registration  under the Securities Act and
     applicable  state  securities laws shall be available for such issuance (as
     determined  by  counsel  to the  Company)  and (B)  there  shall  have been
     received from the Participant (or, in the event of death or disability, the
     Participant's  heir(s) or legal  representative(s))  any representations or
     agreements  requested by the Company in order to permit such issuance to be
     made pursuant to such exemptions; and

          (b) There  shall have been  obtained  any other  consent,  approval or
     permit from any state or federal  governmental  agency which the  Committee
     shall, in its sole discretion upon the advice of counsel, deem necessary or
     advisable.


                                       9



     11.2 Share  Transfers.  Shares of Common Stock  issued  pursuant to Options
granted  under  the  Plan  may  not be  sold,  assigned,  transferred,  pledged,
encumbered  or otherwise  disposed of,  whether  voluntarily  or  involuntarily,
directly or  indirectly,  by operation of law or otherwise,  except  pursuant to
registration  under the Securities Act and applicable  state  securities laws or
pursuant to exemptions  from such  registrations.  The Company may condition the
sale,  assignment,  transfer,  pledge,  encumbrance or other disposition of such
shares not issued  pursuant to an effective and current  registration  statement
under the Securities Act and all applicable state securities laws on the receipt
from the party to whom the shares of Common  Stock are to be so  transferred  of
any  representations  or  agreement  requested by the Company in order to permit
such  transfer to be made  pursuant to exemptions  from  registration  under the
Securities Act and applicable state securities laws.

     11.3 Holding Period Requirements.  Any Options granted and any Common Stock
acquired pursuant to the exercise of Options under this Plan may be subject to a
six-month  holding  requirement from the grant date in order for the transaction
to be exempt from the short-swing  trading profits provision of Section 16(b) of
the Exchange Act.

     11.4 Legends.

          (a)  Unless a  registration  statement  under the  Securities  Act and
     applicable  state securities laws is in effect with respect to the issuance
     or transfer  of shares of Common  Stock  under the Plan,  each  certificate
     representing   any  such  shares  shall  be  endorsed   with  a  legend  in
     substantially  the following form, unless counsel for the Company is of the
     opinion as to any such certificate that such legend is unnecessary:

          THE  SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED ('THE ACT'), OR
          UNDER  APPLICABLE  STATE  SECURITIES  LAWS. THESE SECURITIES
          HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR
          SALE, SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,  ENCUMBERED OR
          OTHERWISE  DISPOSED  OF  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
          REGISTRATION  STATEMENT UNDER THE ACT AND SUCH STATE LAWS OR
          PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
          SUCH  STATE  LAWS,  THE  AVAILABILITY  OF  WHICH  IS  TO  BE
          ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

          (b) The Committee,  in its sole discretion,  may endorse  certificates
     representing  shares  issued  pursuant to the exercise of  Incentive  Stock
     Options with a legend in substantially the following form:

          THE SHARES  REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
          TRANSFERRED,  ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED
          OF ON OR  BEFORE  [THE  LATER OF THE  ONE-YEAR  OR  TWO-YEAR
          INCENTIVE STOCK OPTION HOLDING  PERIODS],  WITHOUT THE PRIOR
          WRITTEN CONSENT OF THE COMPANY.

                                   ARTICLE 12.
                  PLAN AMENDMENT; MODIFICATION AND TERMINATION

     12.1  Amendment;  Modification;  Termination.  The  Board  may  suspend  or
terminate  the Plan or any portion  thereof at any time,  and may amend the Plan
from time to time in such respects as the Board may deem advisable in order that
Options  under  the Plan  shall  conform  to any  change in  applicable  laws or
regulations  or in any  other  respect  the  Board  may  deem to be in the  best
interests of the Company;  provided,  however,  that no such amendment  shall be
effective,  without approval of the shareholders of the Company,  if shareholder
approval of the  amendment is then  required to comply with or obtain  exemptive
relief  under any tax or  regulatory  requirement  the Board deems  desirable to
comply with or obtain exemptive relief under, including without limitation, Rule
16b-3 under the Exchange Act or any successor rule or Section 422 of the Code or
under the applicable  rules or  regulations  of any  securities  exchange or the
NASD;  and provided  further that the  provisions  of Sections  7.1, 7.2 and 7.3
hereof may not be amended  more often than once during any six (6) month  period
other than to comport with changes in the Code, the Employee Retirement Security
Act, or the rules and  regulations  thereunder.  No  termination,  suspension or
amendment of the Plan shall alter or impair any  outstanding  Option without the


                                       10



consent  of the  Participant  affected  thereby;  provided,  however,  that this
sentence shall not impair the right of the Committee to take whatever  action it
deems appropriate under Section 4.3 or Article 8 of the Plan.

                                   ARTICLE 13.
                           EFFECTIVE DATE OF THE PLAN

     13.1  Effective  Date. The Plan is effective as of April 15, 1997, the date
adopted by the Board.  Notwithstanding  any other provision contained herein, if
the company has not obtained  shareholder approval of this Plan within 12 months
of the effective date specified  above,  this Plan shall become null and void as
if it had never been adopted by the Board.

     13.2  Duration of the Plan.  The Plan shall  terminate at midnight on April
14, 2007,  and may be terminated  prior  thereto by Board action,  and no Option
shall be granted after such termination. Options outstanding upon termination of
the Plan may continue to be exercised in accordance with their terms.

                                   ARTICLE 14.
                                  MISCELLANEOUS

     14.1 Construction and Headings.  The use of the masculine gender shall also
include within its meaning the feminine, and the singular may include the plural
and the plural may include the singular, unless the context clearly indicates to
the contrary.  The headings of the  Articles,  Sections and subparts of the Plan
are for  convenience  of  reading  only and are not  meant to be of  substantive
significance  and shall not add or detract  from the  meaning  of such  Article,
Section or subpart.

     14.2  Governing  Law.  The  place of  administration  of the Plan  shall be
conclusively  deemed to be within  the State of  Minnesota,  and the  rights and
obligations  of any and all  persons  having or claiming to have had an interest
under the Plan or under any agreements  evidencing  Options shall be governed by
and construed exclusively and solely in accordance with the laws of the State of
Minnesota  without regard to conflict of laws  provisions of any  jurisdictions.
All parties agree to submit to the  jurisdiction of the state and federal courts
of Minnesota with respect to matters relating to the Plan and agree not to raise
or assert the defense that such forum is not convenient for such party.

     14.3  Successors and Assigns.  This Plan shall be binding upon and inure to
the benefit of the successors and permitted  assigns of the Company,  including,
without limitation,  whether by way of merger, consolidation,  operation of law,
assignment,  purchase or other acquisition of substantially all of the assets or
business of the  Company,  and any and all such  successors  and  assigns  shall
absolutely and unconditionally assume all of the Company's obligations under the
Plan.

     14.4 Survival of Provisions. The rights, remedies, agreements,  obligations
and  covenants  contained  in or  made  pursuant  to  the  Plan,  any  agreement
evidencing  an  Option  and  any  other  notices  or  agreements  in  connection
therewith,  including,  without limitation, any notice of exercise of an Option,
shall survive the execution and delivery of such notices and  agreements and the
delivery  and receipt of shares of Common  Stock and shall  remain in full force
and effect.

     IN WITNESS  WHEREOF,  and as evidence  of the  adoption of this Plan by the
Company,  the  Company  has  caused  this Plan to be  signed by the  undersigned
officer,  thereunto duly authorized  pursuant to the resolutions of the Board of
Directors adopted on April 15, 1997.

     Date: April 15, 1997


                                           LEGAL RESEARCH CENTER, INC.


                                           By:    /s/ Christopher R. Ljungkull
                                                 ----------------------------
                                           Name:  Christopher R. Ljungkull
                                           Title: Chief Executive Officer