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                                                                   EXHIBIT 10.02

                       CONSOLIDATION CAPITAL CORPORATION

                    1997 NON-EMPLOYEE DIRECTORS' STOCK PLAN


     1.   Purpose.  The purpose of this 1997 Non-Employee Directors' Stock Plan
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(the "Plan") of Consolidation Capital Corporation, a Delaware corporation (the
"Company"), is to advance the interests of the Company and its stockholders by
providing a means to attract and retain highly qualified persons to serve as
non-employee directors of the Company and to enable such persons to acquire or
increase a proprietary interest in the Company, thereby promoting a closer
identity of interests between such persons and the Company's stockholders.

     2.   Definitions.  In addition to terms defined elsewhere in the Plan, the
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following are defined terms under the Plan:

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

     (b)  A "Change in Control" shall be deemed to have occurred if:

          (i) the date of the acquisition by any "person" (within the meaning of
     Section 13(d)(3) or 14(d)(2) of the Exchange Act), excluding the Company or
     any of its subsidiaries or affiliates or any employee benefit plan
     sponsored by any of the foregoing, of beneficial ownership (within the
     meaning of Rule 13d-3 under the Exchange Act) of 50% or more of either (x)
     the then outstanding shares of common stock of the Company or (y) the then
     outstanding voting securities entitled to vote generally in the election of
     directors; or

          (ii) the date the individuals who constitute the Board as of the date
     of the Initial Public Offering (the "Incumbent Board") cease for any reason
     to constitute at least a majority of the members of the Board, provided
     that any individual becoming a director subsequent to the effective date of
     this Agreement whose election, or nomination for election by the Company's
     stockholders, was approved by a vote of at least a majority of the
     directors then comprising the Incumbent Board (other than any individual
     whose nomination for election to Board membership was not endorsed by the
     Company's management prior to, or at the time of, such individual's initial
     nomination for election) shall be, for purposes of this Agreement,
     considered as though such person were a member of the Incumbent Board; or

          (iii)  the consummation of  a merger, consolidation, recapitalization,
     reorganization, sale or disposition of all or a substantial portion of the
     Company's assets, a reverse stock split of outstanding voting securities,
     the issuance of shares of  stock of the Company in connection with the
     acquisition of the stock or assets of another entity, provided, however,
     that a Change in Control shall not occur
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     under this clause (iii) if consummation of the transaction would result in
     at least 70% of the total voting power represented by the voting securities
     of the Company (or, if not the Company, the entity that succeeds to all or
     substantially all of the Company's business) outstanding immediately after
     such transaction being beneficially owned (within the meaning of Rule 13d-3
     promulgated pursuant to the Exchange Act) by at least 75% of the holders of
     outstanding voting securities of the Company immediately prior to the
     transaction, with the voting power of each such continuing holder relative
     to other such continuing holders not substantially altered in the
     transaction.

     (c)  "Deferred Share" means a credit to a Participant's deferral account
under Section 7 which represents the right to receive one Share upon settlement
of the deferral account.  Deferral accounts, and Deferred Shares credited
thereto, are maintained solely as bookkeeping entries by the Company evidencing
unfunded obligations of the Company.

     (d)  "Fair Market Value" of a Share on a given date mean the last sales
price or, if last sales information is generally unavailable, the average of the
closing bid and asked prices per Share on such date (or, if there was no trading
or quotation in the stock on such date, on the next preceding date on which
there was trading or quotation) as reported in the Wall Street Journal.
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     (e)  "Initial Public Offering" shall mean an initial public offering of
shares of Stock in a firm commitment underwriting registered with the Securities
and Exchange Commission in compliance with the provisions of the 1933 Act.

     (f)  "Option" means the right, granted to a director under Section 6, to
purchase a specified number of Shares at the specified exercise price for a
specified period of time under the Plan.  All Options will be non-qualified
stock options.

     (g)  "Participant" means any person who, as a non-employee director of the
Company, has been granted an Option or Deferred Shares which remain outstanding
or who has elected to be paid fees in the form of Shares or Deferred Shares
under the Plan.

     (h)  "Share" means a share of common stock, $.01 par value, of the Company
and such other securities as may be substituted for such Share or such other
securities pursuant to Section 8.

     3.   Shares Available Under the Plan.  Subject to adjustment as provided in
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Section 8, the total number of Shares reserved and available for issuance under
the Plan is 300,000.  Such Shares may be authorized but unissued Shares,
treasury Shares, or Shares acquired in the market for the account of the
Participant.  For purposes of the Plan, Shares that may be purchased upon
exercise of an Option or delivered in settlement of Deferred Shares will not be
considered to be available after such Option has been granted or Deferred Share
credited, except for purposes of issuance in connection with such Option or
Deferred Share; provided, however, that, if an Option
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expires for any reason without having been exercised in full, the Shares
subject to the unexercised portion of such Option will again be available for
issuance under the Plan.

     4.   Administration of the Plan.  The Plan will be administered by the
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Board; provided, however, that any action by the Board relating to the Plan will
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be taken only if, in addition to any other required vote, such action is
approved by the affirmative vote of a majority of the directors who are not then
eligible to participate in the Plan.

     5.   Eligibility.  Each director of the Company who, on any date on which
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an Option is to be granted under Section 6 or on which fees are to be paid which
could be received in the form of Shares or deferred in the form of Deferred
Shares under Section 7, is not an employee of the Company or any subsidiary of
the Company will be eligible, at such date, to be granted an Option under
Section 6 or receive fees in the form of Shares or defer fees in the form of
Deferred Shares under Section 7.  No person other than those specified in this
Section 5 will be eligible to participate in the Plan.

     6.   Options.
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     (a) Number of Shares.  With respect to any person who becomes a director of
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the Company, such person shall receive, on later of the date of the Initial
Public Offering or the date that such person commences service as a director and
is otherwise eligible pursuant to Section 5, an Option to purchase 20,000
Shares.  Thereafter, each such person who continues to serve as a director shall
receive, on the day after each annual meeting of the Company's stockholders, an
Option to purchase 5,000 Shares, provided that on any such date, such person
remains eligible pursuant to Section 5.

     (b) Exercise Price.  The exercise price per Share purchasable upon exercise
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of an Option will be equal to 100% of the Fair Market Value of a Share on the
date of grant of the Option.

     (c) Option Expiration.  A Participant's Option will expire at the earlier
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of (i) 10 years after the date of grant or (ii) one year after the date the
Participant ceases to serve as a director of the Company for any reason,
provided, however, that with respect to clause (ii), such Option shall be
exercisable during such one-year period only to the extent it was exercisable
pursuant to Section 6(d) on the date of such cessation.

     (d) Exercisability.  Each Option shall become exercisable in two equal
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installments. The first installment shall become exercisable on the date that is
six months from the date the Option is granted and the second installment shall
become exercisable on the date that is one year from the date the Option is
granted, provided, however, that unless otherwise determined by the Board, all
Options held by a Participant shall become immediately exercisable upon (i) a
Change in Control or (ii) the death of such Participant.

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     (e) Method of Exercise.  A Participant may exercise an Option, in whole or
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in part, at such time as it is exercisable and prior to its expiration, by
giving written notice of exercise to the Secretary of the Company, specifying
the Option to be exercised and the number of Shares to be purchased, and paying
in full the exercise price in cash (including by check) or by surrender of
Shares already owned by the Participant (except for Shares acquired from the
Company by exercise of an option less than six months before the date of
surrender) having a Fair Market Value at the time of exercise equal to the
exercise price, or by a combination of cash and Shares.

     7.   Receipt of Shares or Deferred Shares In Lieu of Fees.  Each director
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of the Company may elect to be paid fees, in his or her capacity as a director
(including annual retainer fees for service on the Board, fees for service on a
Board committee, fees for service as chairman of a Board committee, and any
other fees paid to directors) in the form of Shares or Deferred Shares in lieu
of cash payment of such fees, if such director is eligible to do so under
Section 5 at the date any such fee is otherwise payable.  If so elected, payment
of fees in the form of Shares or Deferred Shares shall be made in accordance
with this Section 7.

     (a) Elections.  Each director who elects to be paid fees for a given
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calendar year in the form of Shares shall file an election in such form and in
such time in advance as prescribed by the Board.  Unless otherwise determined by
the Board, each director who elects to defer such payment of fees in the form of
Deferred Shares for such year must file an irrevocable written election with the
Secretary of the Company no later than December 31 of the year preceding such
calendar year; provided, however, that any newly elected or appointed director
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may file an election for any year not later than 30 days after the date such
person first became a director, and a director may file an election for the year
in which the Plan became effective not later than 30 days after the date of
effectiveness.  An election by a director shall be deemed to be continuing
unless the director revokes or changes such election by filing a new election
form by the due date for such form specified in this Section 7(a).  The election
must specify the following:

        (i)  A percentage of fees to be received in the form of Shares or
     deferred in the form of Deferred Shares under the Plan; and

       (ii)  In the case of a deferral, the period or periods during which
     settlement of Deferred Shares will be deferred (subject to such limitations
     as may be specified by counsel to the Company).

     (b)  Payment of Fees in the Form of Shares.  At any date on which fees are
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payable to a Participant who has elected to receive such fees in the form of
Shares, the Company will issue to such Participant, or to a designated third
party for the account of such Participant, a number of Shares having an
aggregate Fair Market Value at that date equal to the fees, or as nearly as
possible equal to the fees (but in no event greater than the fees), that would
have been payable at such date but for the Participant's election to receive
Shares in lieu thereof.  If the Shares are to be credited to an account
maintained by the Participant and to the extent reasonably practicable without
requiring the actual issuance of fractional Shares, the Company shall cause

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fractional Shares to be credited to the Participant's account.  If fractional
Shares are not so credited, any part of the Participant's fees not paid in the
form of whole Shares will be payable in cash to the Participant (either paid
separately or included in a subsequent payment of fees, including a subsequent
payment of fees subject to an election under this Section 7).

     (c) Deferral of Fees in the Form of Deferred Shares.  The Company will
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establish a deferral account for each Participant who elects to defer fees in
the form of Deferred Shares under this Section 7.  At any date on which fees are
payable to a Participant who has elected to defer fees in the form of Deferred
Shares, the Company will credit such Participant's deferral account with a
number of Deferred Shares equal to the number of Shares having an aggregate Fair
Market Value at that date equal to the fees that otherwise would have been
payable at such date but for the Participant's election to defer receipt of such
fees in the form of Deferred Shares. The amount of Deferred Shares so credited
shall include fractional Shares calculated to at least three decimal places.

     (d) Crediting of Dividend Equivalents.  Whenever dividends are paid or
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distributions made with respect to Shares, a Participant to whom Deferred Shares
are then credited in a deferral account shall be entitled to be receive, as
dividend equivalents, an amount equal in value to the amount of the dividend
paid or property distributed on a single Share multiplied by the number of
Deferred Shares (including any fractional Share) credited to his or her deferral
account as of the record date for such dividend or distribution.  Such dividend
equivalents shall be credited to the Participant's deferral account as a number
of Deferred Shares determined by dividing the aggregate value of such dividend
equivalents by the Fair Market Value of a Share at the payment date of the
dividend or distribution.

     (e)  Settlement of Deferred Shares.  The Company will settle the
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Participant's deferral account by delivering to the Participant (or his or her
beneficiary) a number of Shares equal to the number of whole Deferred Shares
then credited to his or her deferral account (or a specified portion in the
event of any partial settlement), together with cash in lieu of any fractional
Share remaining at a time that less than one whole Deferred Share is credited to
such deferral account. Such settlement shall be made at the time or times
specified in the Participant's election filed in accordance with Section 7(a);

provided, however, that a Participant may further defer settlement of Deferred
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Shares if counsel to the Company determines that such further deferral likely
would be effective under applicable federal income tax laws and regulations.

     (f) Nonforfeitability.  The interest of each Participant in any fees paid
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in the form of Shares or Deferred Shares (and any deferral account relating
thereto) at all times will be nonforfeitable.

     8.   Adjustment Provisions.
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     (a) Corporate Transactions and Events.  In the event any dividend or other
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distribution (whether in the form of cash, Shares or other property),
recapitalization, forward or

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reverse split, reorganization, merger, consolidation, spin-off, combination,
repurchase, exchange of Shares or other securities of the Company, extraordinary
dividend (whether in the form of cash, Shares, or other property), liquidation,
dissolution, or other similar corporate transaction or event affects the Shares
such that an adjustment is appropriate in order to prevent dilution or
enlargement of each Participant's rights under the Plan, then an adjustment
shall be made, in a manner that is proportionate to the change to the Shares and
otherwise equitable, in (i) the number and kind of Shares remaining reserved and
available for issuance under Section 3, (ii) the number and kind of Shares
issuable upon exercise of outstanding Options, and/or the exercise price per
Share thereof (provided that no fractional Shares will be issued upon exercise
of any Option), (iii) the number and kind of Shares to be issued pursuant to
Section 6(a), (iv) the kind of Shares to be issued in lieu of fees under Section
7, and (v) the number and kind of Shares to be issued upon settlement of
Deferred Shares under Section 7. In addition, the Board is authorized to make
such adjustments in recognition of unusual or non-recurring events (including,
without limitation, events described in the preceding sentence) affecting the
Company or any subsidiary or the financial statements of the Company or any
subsidiary, or in response to changes in applicable laws, regulations or
accounting principles. The foregoing not withstanding, no adjustment may be made
hereunder except as will be necessary to maintain the proportionate interest of
the Participant under the Plan and to preserve, without exceeding, the value of
outstanding Options and potential grants of Options and the value of outstanding
Deferred Shares.

     (b) Insufficient Number of Shares.  If at any date an insufficient number
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of Shares are available under the Plan for the receipt of fees in the form of
Shares or deferral of fees in the form of Deferred Shares at that date, fees
shall be paid in the form of Shares or deferred in the form of Deferred Shares
proportionately among directors then eligible to participate to the extent
Shares are then available and otherwise as provided under Section 7.

     9.   Changes to the Plan.  The Board of Directors may amend, alter,
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suspend, discontinue, or terminate the Plan or authority to grant Options or pay
fees in the form of Shares or Deferred Shares under the Plan without the consent
of stockholders or Participants, except that any amendment or alteration will be
subject to the approval of the Company's stockholders at or before the next
annual meeting of stockholders for which the record date is after the date of
such Board action if such stockholder approval is required by any federal or
state law or regula  tion or the rules of any stock exchange or automated
quotation system as then in effect, and the Board may otherwise determine to
submit other such amendments or alterations to stockholders for approval;

provided, however, that, without the consent of an affected Participant, no such
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action may materially impair the rights of such Participant with respect to any
previously granted Option or any previous payment of fees in the form of Shares
or Deferred Shares.

     10.  General Provisions.
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     (a) Agreements.  Options, Deferred Shares, and any other right or
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obligation under the Plan may be evidenced by agreements or other documents
executed by the Company and the

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Participant incorporating the terms and
conditions set forth in the Plan, together with such other terms and conditions
not inconsistent with the Plan, as the Board may from time to time approve.

     (b) Compliance with Laws and Obligations.  The Company will not be
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obligated to issue or deliver Shares in connection with any Option, in payment
of any directors' fees, or in settlement of Deferred Shares in a transaction
subject to the registration requirements of the Securities Act of 1933, as
amended, or any other federal or state securities law, any requirement under any
listing agreement between the Company and any stock exchange or automated
quotation system, or any other law, regulation, or contractual obligation of the
Company, until the Company is satisfied that such laws, regulations, and other
obligations of the Company have been complied with in full.  Certificates
representing Shares issued under the Plan will be subject to such stop-transfer
orders and other restrictions as may be applicable under such laws, regulations,
and other obligations of the Company, including any requirement that a legend or
legends be placed thereon.

     (c) Limitations on Transferability.  Unless otherwise permitted by the
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Board, Options, Deferred Shares, and any other right under the Plan will not be
transferable by a Partici  pant except by will or the laws of descent and
distribution (or to a designated beneficiary in the event of a Participant's
death), and will be exercisable during the lifetime of the Participant only by
such Participant or his or her guardian or legal representative.  Options,
Deferred Shares, and other rights under the Plan may not be pledged, mortgaged,
hypothecated, or otherwise encumbered, and shall not be subject to the claims of
creditors of any Participant.

     (d) No Right To Continue as a Director.  Nothing contained in the Plan or
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any agreement hereunder will confer upon any Participant any right to continue
to serve as a director of the Company.

     (e) No Stockholder Rights Conferred.  Nothing contained in the Plan or any
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agreement hereunder will confer upon any Participant (or any person or entity
claiming rights by or through a Participant) any rights of a stockholder of the
Company unless and until Shares are in fact issued to such Participant (or
person) or, in the case an Option, such Option is validly exercised in
accordance with Section 6.

     (f) Nonexclusivity of the Plan.  Neither the adoption of the Plan by the
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Board nor its submission to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other compensatory arrangements for directors as it may deem desirable.

     (g) Governing Law.  The validity, construction, and effect of the Plan and
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any agreement hereunder will be determined in accordance with the laws of the
State of Delaware, without giving effect to principles of conflicts of laws, and
applicable federal law.

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     11.  Effective Date and Plan Termination.  The Plan will be effective as of
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the date of its approval by the stockholders of the Company, and, unless earlier
terminated by action of the Board, shall terminate at such time as no Shares
remain available for issuance under the Plan and the Company and Participants
have no further rights or obligations under the Plan.

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