EXHIBIT 10.2


                               ACORN HOLDING CORP.
                        2001 DIRECTORS STOCK OPTION PLAN



                                    ARTICLE I

                                   DEFINITIONS

            As used herein,  the following  terms have the meanings  hereinafter
set forth unless the context clearly indicates to the contrary:

      (a)   "Board" shall mean the Board of Directors of the Company.

      (b)   "Company" shall mean Acorn Holding Corp.

      (c)   "Date of Grant" shall  mean, with respect  to any Eligible Director:
(a) the date  such  Eligible  Director  is  initially  elected  to the  Board of
Directors,  and (B) for each respective  fiscal year of the Company  thereafter,
the date on which the  stockholders  of the Company shall elect  directors at an
annual meeting of stockholders or any adjournment thereof.

      (d)   "Effective  Date" shall mean  June 4, 2001, the  date of adoption by
the Board.

      (e)   "Eligible  Director" shall mean any  Director  of the Company who is
eligible to serve on the Audit  Committee and does not receive any  compensation
from the  Company  other than fees to which  directors  are  entitled  for their
service on the Board of Directors.

      (f)   Fair  Market  Value,"  unless otherwise required  by any  applicable
provision of the Code or any  regulations  issued  thereunder,  means, as of any
given  date:  (i) if the Common  Stock (as  hereinafter  defined) is listed on a
national securities exchange or quoted on the NASDAQ SmallCap Market System, the
closing price of the Common Stock on the last  preceding day on which the Common
Stock was traded,  as reported on the  composite  tape or by  NASDAQ/SCM  System
Statistics,  as the case may be;  (ii) if the  Common  Stock is not  listed on a
national securities exchange or quoted on the NASDAQ SmallCap Market System, but
is traded  in the  over-the-counter  market,  the  average  of the bid and asked
prices for the Common Stock on the last preceding day for which such  quotations
are  reported by NASDAQ;  and (iii) if the fair market value of the Common Stock
cannot be  determined  pursuant to clause (i) or (ii) hereof,  such price as the
Board shall determine.  The determination of the Board shall be conclusive as to
the Fair Market Value of the Stock.

      (g)   "Option" shall mean an Eligible Director's  stock option to purchase
Stock granted pursuant to the provisions of Article V hereof.



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      (h)   "Optionee" shall  mean an Eligible  Director to  whom an  Option has
been granted hereunder.

      (i)   "Option  Price" shall mean  the  price  at  which  an  Optionee  may
purchase a share of Stock under a Stock Option Agreement.

      (j)   "Qualified Domestic Relations Order" shall have the meaning assigned
to such term  under the  Internal  Revenue  Code of 1986,  as  amended,  and the
regulations promulgated thereunder.

      (k)   Sale shall  mean  any  single   transaction  or  series  of  related
transactions,  upon the consummation of the following  events:  (i) a definitive
agreement for the merger or other  business  combination  of the Company with or
into another  corporation  pursuant to which the  stockholders of the Company do
not own, immediately after the transaction, more than 50% of the voting power of
the  corporation  that survives and is a publicly  owned  corporation  and not a
subsidiary of another  corporation,  or (b) a definitive agreement for the sale,
exchange,  or other disposition of all or substantially all of the assets of the
Company (other than to any  wholly-owned  subsidiary of the Company);  provided,
that a Sale  shall  not  be  deemed  to  have  occurred  if  there  shall  be an
affirmative vote of a majority of the Board to suspend the provisions of Section
4.3 of the Plan with respect to any such event.

      (l)   "Stock" shall mean  the common stock,  par  value $.01 per share, of
the Company or, in the event that the outstanding  shares of Stock are hereafter
changed into or exchanged  for  different  stock or securities of the Company or
some other corporation, such other stock or securities.

      (m)   "Stock Option Agreement" shall mean an agreement between the Company
and the Optionee under which the Optionee may purchase Stock in accordance  with
the Plan.


                                   ARTICLE II

                                    THE PLAN

            2.1  NAME.  This  Plan shall be known  as the "Acorn  Holding  Corp.
2001 Directors Stock Option Plan."

            2.2  PURPOSE. The purpose of the Plan is to advance the interests of
the Company and its stockholders by affording  Eligible Directors of the Company
an opportunity to acquire,  maintain and increase their  ownership  interests in
the Company,  and thereby to encourage their continued  service as directors and
to provide them  additional  incentives to achieve the growth  objectives of the
Company.

            2.3  EFFECTIVE DATE. The Effective Date of the Plan is June 4, 2001.
Any  Options  granted  under  the  Plan  shall  only  become  effective  if  the
stockholders of the Company shall have, on or before June 3, 2002,  approved and


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adopted the Plan. If the Plan shall not be so approved and adopted,  all Options
granted hereunder shall be of no effect.

            2.4  TERMINATION DATE.  The  Plan  shall  terminate  and  no further
Options  shall   be  granted   hereunder  upon  the  tenth  anniversary  of  the
Effective Date.


                                   ARTICLE III

                                  PARTICIPANTS

            Each Eligible Director shall participate in the Plan,  provided that
he is or  was  elected  as a  member  of  the  Board  at an  annual  meeting  of
stockholders,  or any adjournment  thereof, or was elected by Eligible Directors
who were elected as members of the Board at an annual meeting of stockholders to
fill a vacancy on the Board.


                                   ARTICLE IV

                         SHARES OF STOCK SUBJECT TO PLAN

            4.1  LIMITATIONS. Subject to any antidilution adjustment pursuant to
the  provisions  of Section  4.2 hereof,  the maximum  number of shares of Stock
which may be issued and sold hereunder  shall not exceed 25,000 shares of Stock.
Shares of Stock  subject  to an Option  may be either  authorized  and  unissued
shares or shares issued and later  acquired by the Company;  provided,  however,
that the  shares of Stock with  respect  to which an Option  has been  exercised
shall  not again be  available  for the  grant of an  Option  hereunder.  If any
outstanding  Options granted  hereunder shall terminate or expire for any reason
without  being  wholly  exercised  prior to the end of the period  during  which
Options may be granted hereunder,  new Options may be granted hereunder covering
such unexercised shares.

            4.2  ANTI-DILUTION.  In the  event that  the outstanding  shares  of
Stock are changed into or exchanged for a different  number or kind of shares or
other  securities of the Company or of another  corporation by reason of merger,
consolidation, reorganization,  recapitalization,  reclassification, combination
of shares, stock split, reverse stock split or stock dividend:

            (a)  The rights under outstanding Options granted hereunder, both as
      to the number of subject  shares and the Option  Price,  shall be adjusted
      appropriately; and

            (b)  Where dissolution or  liquidation of the  Company or any merger
      or combination in  which  the Company  is not a  surviving  corporation is
      involved,  each outstanding Option granted hereunder shall terminate,  but
      the Optionee shall have the right,  immediately prior to such dissolution,
      liquidation, merger or combination, to exercise his Option, in whole or in
      part, to the extent that it shall not have been exercised,  without regard


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      to the date on which such Option would  otherwise have become  exercisable
      pursuant to Sections 5.4 hereof.

            The  foregoing  adjustments  and the manner of  application  thereof
shall be determined solely by the Board, and any such adjustment may provide for
the elimination of fractional  share interests.  The adjustments  required under
this Article shall apply to any successor or successors of the Company and shall
be  made  regardless  of the  number  or  type of  successive  events  requiring
adjustments hereunder.

            4.3  SALE OF COMPANY.  Each Stock  Option  Agreement  shall  provide
that,  upon a Sale,  the Board may elect either (a) to continue the  outstanding
Options  without  any  payment or (b) to cause to be paid to the  Optionee  upon
consummation  of the Sale,  a payment  equal to the excess,  if any, of the sale
consideration receivable by the holders of shares of Common Stock in such a Sale
(the "Sale Considerationo) over the purchase price for his Option for each share
of Common Stock the Optionee  shall then be entitled to acquire  under the Plan.
If the Board  elects to  continue  the  Option,  then the  Company  shall  cause
effective  provisions to be made so that the Optionee  shall have the right,  by
exercising the Option prior to the respective  Expiration Dates, to purchase the
kind and amount of shares of stock and other securities and property  receivable
upon such a Sale by a holder of the number of shares of Common Stock which might
have been purchased upon exercise of the Option  immediately  prior to the Sale.
The  value of the Sale  Consideration  receivable  by the  holder  of a share of
Common  Stock,  if it shall be other than  cash,  shall be  determined,  in good
faith, by the Board. Upon payment to the Optionee of the Sale Consideration, the
Optionee shall have no further rights in connection with the Option granted, the
Option shall be terminated and surrendered for cancellation and the Option shall
be null and void.


                                    ARTICLE V

                                     OPTIONS

            5.1  OPTION GRANT, NUMBER OF SHARES AND AGREEMENT.

            (a)  Annual Grant of Options. Subject to the provisions hereof, each
      Eligible Director shall be automatically granted an Option to purchase One
      Thousand  (1,000)  shares  of Stock on (i) the Date of Grant and (ii) each
      subsequent Date of Grant. Notwithstanding anything herein to the contrary,
      no Eligible  Director  shall be entitled to receive more than one grant in
      any calendar year.

            (b)  Agreement.  Each  Option so  granted  shall be  evidenced  by a
      written Stock Option Agreement, dated as of the Date of Grant and executed
      by the Company and the Optionee,  stating the Option's  duration,  time of
      exercise, and exercise price. The terms and conditions of the Option shall
      be consistent with the Plan.


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            5.2  OPTION  PRICE.  The Option Price  of the Stock  subject to each
Option shall be the Fair Market Value of the Stock on its Date of Grant.

            5.3  OPTION  EXPIRATION.  Each  Option  shall  expire  on  the tenth
anniversary of such Option's Date of Grant (the "Expiration Date").

            5.4  OPTION EXERCISE.

            (b) Any Option granted under the Plan may not be exercised, in whole
      or in part, until the first  anniversary of the Date of Grant,  subject to
      any  additional  conditions  imposed by the Board and set forth in a Stock
      Option Agreement.  If an Eligible Director shall be removed "for cause" as
      a member of the Board of Directors on or prior to the first anniversary of
      the  Date of Grant of any  Option,  such  Option  shall  terminate  and be
      forfeited.  Subject to the  provisions of this Section  5.4(a),  an Option
      shall  remain   exercisable  at  all  times  until  the  Expiration  Date,
      regardless  of whether the  Optionee  thereafter  continues  to serve as a
      member of the Board.  Notwithstanding  the foregoing,  an Additional Grant
      shall  automatically  terminate  and be  forfeited  in the event  that the
      Eligible  Director holding such Additional Grant shall fail to continue to
      own the number of shares of Common Stock which were equal to the number of
      shares  which  were  a  condition  of  such  Additional  Grant.  Any  such
      termination and forfeiture shall be done on a pro rata basis to the number
      of shares sold or disposed of.

            (c) An  Option  may be  exercised  at any time or from  time to time
      during  the term of the  Option as to any or all full  shares  which  have
      become  exercisable  in accordance  with this Section,  but not as to less
      than one hundred shares of Stock unless the remaining shares of Stock that
      are so exercisable  are less than one hundred shares of Stock.  The Option
      Price is to be paid in full in cash upon the  exercise of the Option.  The
      holder of an Option shall not have any of the rights of a stockholder with
      respect to the shares of Stock  subject to the Option until such shares of
      Stock have been  issued or  transferred  to him upon the  exercise  of his
      Option.

            (d) An Option shall be  exercised  by written  notice of exercise of
      the  Option,  with  respect  to a  specified  number  of  shares of Stock,
      delivered to the Company at its principal  office,  and by cash payment to
      the Company at said office of the full amount of the Option Price for such
      number  of  shares.  In  addition  to,  and  prior  to the  issuance  of a
      certificate for shares pursuant to any Option exercise, the Optionee shall
      pay to the Company in cash the full amount of any Federal,  state or local
      income or  employment  taxes  required  to be withheld by the Company as a
      result of such exercise.

            (e) At the discretion of the Board,  the Stock Option  Agreement may
      provide  that an  Option  granted  under  the Plan may be  exercised  with
      respect  to a  specified  number of shares of Stock by  written  notice of
      exercise to the Company  stating  that (i) the option price for the shares
      and any withholding  tax due thereon will be paid to the Company  directly
      by a  broker-dealer  designated by the Eligible  Director and  irrevocable
      instructions  to such effect have been furnished by the Eligible  Director
      to  such  broker-dealer,   and  (ii)  an  advice  from  the  broker-dealer


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      confirming  payment  to the  Company  will be  promptly  delivered  to the
      Company.  The exercise of any such option shall be irrevocable at the time
      of notice to the Company; provided, however, that the Company shall not be
      required to deliver  certificates  for shares of Stock with respect to the
      exercise of the option until the Company has confirmed the receipt of good
      and sufficient funds in payment of the purchase price thereof.

            5.5  NONTRANSFERABILITY OF OPTION.  Unless otherwise provided in the
relevant Stock Option  Agreement,  options may not be transferred by an Optionee
otherwise  than  by  will  or the  laws of  descent  and  distribution,  or by a
Qualified  Domestic  Relations Order.  Unless otherwise provided in the relevant
Stock Option  Agreement,  during the lifetime of an Optionee,  his Option may be
exercised only by him (or by his guardian or legal representative, should one be
appointed) or by his spouse to whom the Option has been transferred  pursuant to
a Qualified  Domestic Relations Order. In the event of the death of an Optionee,
any  Option  held  by  him  may  be  exercised  by  his   legatee(s)   or  other
distributee(s) or by his personal representative(s).


                                   ARTICLE VI

                               STOCK CERTIFICATES

            The  Company   shall  not  be  required  to  issue  or  deliver  any
certificate  for  shares of Stock  purchased  upon the  exercise  of any  Option
granted  hereunder or any portion thereof  unless,  in the opinion of counsel to
the Company,  there has been compliance with all applicable legal  requirements.
An Option  granted under the Plan will provide that the Company's  obligation to
deliver shares of Stock upon the exercise  thereof may be  conditioned  upon the
receipt by the Company of a representation as to the investment intention of the
holder  thereof in such form as the Company  shall  determine to be necessary or
advisable solely to comply with the provisions of the Securities Act of 1933, as
amended, or any other Federal,  state or local securities laws. All certificates
for  shares of Stock  delivered  under the Plan  shall be  subject  to such stop
transfer  orders and other  restrictions as the Company may deem advisable under
the rules,  regulations,  and other  requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is then listed, any Federal,
state or local securities laws and applicable corporate law, and the Company may
cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.


                                   ARTICLE VII

                 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

            The Board may at any time  terminate  the Plan,  and may at any time
and from time to time and,  in any respect  amend or modify the Plan.  The Board
may amend the terms of any award theretofore  granted under the Plan;  provided,
however,  that subject to Section 4.1 hereof,  no such  amendment may be made by


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the Board which in any material  respect  impairs the rights of the  participant
without the participant's consent.


                                  ARTICLE VIII

                    RELATIONSHIP TO OTHER COMPENSATION PLANS

            The  adoption  of the Plan  shall  neither  affect  any other  stock
option,  incentive or other  compensation plans in effect for the Company or any
of its  subsidiaries,  nor shall the  adoption of the Plan  preclude the Company
from  establishing any other forms of incentive or other  compensation  plan for
directors of the Company.

                                   ARTICLE IX

                                  MISCELLANEOUS

            9.1  PLAN  BINDING ON  SUCCESSORS.  The Plan  shall be binding  upon
the successors and assigns of the Company.

            9.2  SINGULAR, PLURAL; GENDER.  Whenever  used herein,  nouns in the
singular shall  include  the plural,  and the  masculine  pronoun  shall include
the feminine gender.

            9.3  HEADINGS,  ETC.,  NOT PART OF PLAN.  Headings  of  articles and
Sections  hereof  are  inserted  for  convenience  and  reference,  and  do  not
constitute a part of the Plan.












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