ENTEX INFORMATION SERVICES, INC.


                      1996 Non-Employee Director Stock Plan

                     As amended and restated March 31, 1998



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                        ENTEX INFORMATION SERVICES, INC.

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                      1996 Non-Employee Director Stock Plan-

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Purpose...................................................................     1

Definitions...............................................................     2

Shares Available Under the Plan...........................................     3

Administration of the Plan................................................     4

Eligibility...............................................................     5

Grants of Stock Units.....................................................     6

Crediting of Dividend Equivalents.........................................     7

Adjustment Provisions.....................................................     8

Changes to the Plan.......................................................     9

General Provisions........................................................    10




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                        ENTEX INFORMATION SERVICES, INC.
                      1996 Non-Employee Director Stock Plan


         1. Purpose. The purpose of this 1996 Non-Employee  Director Stock Plan
(the  "Plan")  is  to  assist  ENTEX  Information  Services,  Inc.,  a  Delaware
corporation  (the  "Company"),  in  attracting  and retaining  highly  qualified
persons  to  serve  as  non-employee  directors  and to  align  such  directors'
interests  more closely with the  interests  of  stockholders  of the Company by
providing for the payment of a significant  portion of their compensation in the
form of Company stock.

         2. Definitions.  For purposes of the Plan, the following terms shall be
defined  as set forth  below,  in  addition  to the terms  defined  in Section 1
hereof:

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

     (b) "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, including rules thereunder and successor provisions and rules
thereto.

     (c) "Fair Market  Value" of a share of Stock  means,  as of any given date,
the fair market value of the Stock as  determined by the Board from time to time
in good faith;  provided,  however,  if the Stock is publicly traded, then "Fair
Market Value" means the closing sale price per share  reported on a consolidated
basis for stock listed on the  principal  stock  exchange or market on which the
Stock is traded on the date as of which  such value is being  determined,  or if
there is no sale on that date, then on the last previous day on which a sale was
reported.

     (d) "Fiscal Month End" means the last Sunday of a month.

     (e)  "Participant"  means a director who has been granted Stock Units which
have not yet been settled under the Plan.

     (f) "Stock" means the Company's  Common Stock and such other  securities as
may be substituted (or resubstituted) for Stock pursuant to Section 8 hereof.

     (g) "Stock  Unit" means the credit to a  Participant's  Stock Unit  Account
under Sections 6 or 7 hereof, which credit is denominated in shares of Stock and
represents the right to receive one share of Stock upon  settlement of the Stock
Unit Account for each such credited  Stock Unit,  subject to such  conditions as
are imposed under the Plan.

     (h) "Stock Unit Account"  means the account of a Participant to which Stock
Units are credited under Sections 6 and 7 hereof.


         3. Shares  Available Under the Plan.  Subject to adjustment as provided
in Section 8 hereof,  the total number of shares of Stock reserved and available
for  issuance  under the Plan is  150,000.  Such  shares may be  authorized  but
unissued shares or treasury shares.

         4.  Administration  of the Plan. The Plan will be  administered  by the
Board.

         5. Eligibility.  Each director of the Company who, on any date on which
Stock  Units are to be  granted  under  Section 6  hereof,  is not an  executive
officer or employee, either full-time or part-time, of (i) the Company, (ii) any
parent of the Company, or (iii) any subsidiary of the Company, will be eligible,
on such date, to be granted Stock Units under Section 6 hereof.  No person other
than those  specified in this Section 5 will be eligible to  participate  in the
Plan.
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         6.  Grants of Stock Units.

     (a)  Meeting  Fees.  At any date on which,  under the Board  policy then in
effect,  fees are payable  with  respect to meetings of the Board or a committee
thereof to a director who is then  eligible to receive  grants  under  Section 5
hereof,  the Stock Unit Account of each such  director  shall be credited with a
number of Stock Units equal to the number of shares of Stock having an aggregate
Fair Market  Value at that date equal to $2,000 for each such meeting (or series
of meetings  entitling a director  to a single  meeting fee under board  policy)
attended by the director on such date.
                 
     (b) Retainer.  On the last business day prior to each Fiscal Month End, the
Stock Unit Account of each director who is then eligible to receive grants under
Section 5 hereof  shall be  credited  with a number of Stock  Units equal to the
number of shares of Stock  having an  aggregate  Fair Market  Value at that date
equal to $1,666.67.
   
     (c) Dividend  Equivalents.  A  Participant  to whose Stock Unit Account any
Stock Unit is  credited  under this  Section 6 (whether  pending  settlement  in
accordance  with Section 6(d) or deferred  settlement in accordance with Section
6(e))  shall  be  entitled  to  receive  dividend  equivalents,  in the  form of
additional Stock Units, in accordance with Section 7 hereof.

     (d)  Settlement of Stock Units.  Except as provided in Section 6(e) hereof,
the Company  will settle all Stock Units  credited to each  Participant's  Stock
Unit  Account on the last  business  day prior to each  December and June Fiscal
Month End.  Settlement shall be made by delivering to the Participant (or his or
her beneficiary) the number of shares of Stock equal to the number of such whole
Stock Units then credited to the Participant's Stock Unit Account, together with
cash in lieu of any fractional Stock Unit then credited to such Account.

     (E) Elective  Deferral.  A Participant may elect to defer settlement of any
or all of his or her Stock Units,  including Stock Units with respect to which a
previous  deferral  election  has been made,  by filing an  irrevocable  written
election  with the  Secretary of the Company by such date as may be specified by
the Board.  The election  shall  specify the Stock Units to which it relates and
the period or periods of deferral.  The Company will settle Stock Units deferred
under  this  Section  6(e)  by  delivering  to the  Participant  (or  his or her
beneficiary),  as  promptly  as  practicable  after  the  end of the  applicable
deferral  period,  the  number of shares of Stock  equal to the  number of whole
Stock Units  credited to the  Participant's  Stock Unit  Account as to which the
deferral period has expired,  together with cash in lieu of any fractional Stock
Unit then credited to such Account.

         7. Crediting of Dividend  Equivalents.  A Participant shall be entitled
to receive  dividend  equivalents,  as of the payment  date for any  dividend or
distribution  on Stock,  in an amount  equal to the cash or fair market value of
any  property  other than Stock paid as a dividend or  distribution  on a single
share of Stock at that date  multiplied by the number of Stock Units  (including
any  fractional  shares)  credited  to his or her Stock  Unit  Account as of the
record date for such dividend or distribution.  Such dividend  equivalents shall
be credited  as a number of Stock Units  determined  by dividing  the  aggregate
amount of such cash and the fair market value of such property (as determined by
the Board) by the Fair Market  Value of a share of Stock at the payment  date of
the dividend or distribution. Dividends paid in the form of additional shares of
Stock  shall not result in the  crediting  of  dividend  equivalents,  but shall
instead result in an adjustment in the number of shares credited as Stock Units,
in accordance with Section 8 hereof.

         8.  Adjustment  Provisions.  In the event  that any  dividend  or other
distribution   (whether  in  the  form  of  cash,  Stock,  or  other  property),
recapitalization,    forward   or   reverse   split,   reorganization,   merger,
consolidation,  spin-off, combination,  repurchase, share exchange, liquidation,
dissolution  or other similar  corporate  transaction or event affects the Stock
such that an adjustment is determined by the Board to be appropriate in order to
prevent dilution or enlargement of Participants' rights under the Plan, then the
Board will, in a manner that is  proportionate to the change to the Stock and is
otherwise  equitable,  adjust  (i) the number  and kind of shares  reserved  for
issuance  under the Plan,  (ii) the  number  and kind of shares  subject to each
grant of Stock  Units  hereunder,  and (iii) the number and kind of shares to be
issued and  delivered in settlement of  outstanding  Stock Units.  The foregoing
notwithstanding,  no  adjustment  may be  made  hereunder  except  as  shall  be
necessary to maintain the proportionate interest of a Participant under the Plan
and to preserve,  without  exceeding,  the value of outstanding  Stock Units and
potential grants of Stock Units. If at any date an insufficient number of shares
of Stock are available  under the Plan for the automatic grant of Stock Units at
that date, Stock Units will be automatically granted proportionately to eligible
directors, to the extent shares are then available.
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        9.  Changes  to  the  Plan.  The  Board  may  amend,  alter,   suspend,
discontinue,  or  terminate  the Plan  without  the consent of  stockholders  or
Participants, except that any such action will be subject to the approval of the
Company's  stockholders if such stockholder  approval is required by any federal
or state  law or  regulation  or the rules of any stock  exchange  or  automated
quotation  system on which the  Stock  may then be listed or  quoted,  or if the
Board  determines  in its  discretion  to seek or obtain  stockholder  approval;
provided that,  without the consent of an affected  Participant,  no such action
may impair the rights of such  Participant in respect of any previously  granted
or outstanding Stock Units or Stock Unit Account.

         10.  General Provisions.

     (a) Unfunded Nature of Plan; Agreements. Stock Unit Accounts are maintained
solely as bookkeeping entries by the Company evidencing unfunded  obligations of
the Company. Accordingly, Participants will not have rights to specific property
of the Company or otherwise  have rights  other than as  unsecured  creditors in
respect of such Stock Unit  Accounts.  The Board  may,  however,  authorize  the
creation of trusts and deposit Stock  therein,  or make other  arrangements,  to
meet the Company's  obligations  under the Plan;  provided,  however,  that such
actions and all other actions under this Section 10(a) shall be consistent  with
Section 10(d) hereof. Such trusts or other arrangements shall be consistent with
the "unfunded" status of the Plan unless the Board otherwise determines with the
consent of each affected Participant.

     (b) Compliance with Laws and Obligations. The Company will not be obligated
to  issue  or  deliver  shares  of  Stock  in  settlement  of  Stock  Units 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 such laws, regulations and other obligations of
the  Company  have  been  complied  with  to the  satisfaction  of the  Company.
Certificates  representing shares of Stock 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.  No Stock Units or right under the Plan
shall be pledged,  hypothecated, or otherwise encumbered or subject to any lien,
obligation,  or liability of a Participant  to any party (other than the Company
or a subsidiary),  or assigned or transferred by such Participant otherwise than
by will or the laws of descent and  distribution or to a designated  beneficiary
upon  the  death  of the  Participant,  unless,  and  only to the  extent,  such
transfers  are  expressly  permitted  by the  Board  (subject  to any  terms and
conditions which the Board may impose thereon).  A beneficiary,  transferee,  or
other person  claiming any rights under the Plan from or through any Participant
shall be subject to all terms and conditions of the Plan and any award agreement
applicable to such Participant, except as otherwise determined by the Board, and
to any additional  terms and conditions  deemed  necessary or appropriate by the
Board.

     (d) Compliance  with Rule 16b-3.  It is the intent of the Company that this
Plan comply in all respects with  applicable  provisions of Rule 16b-3 under the
Exchange Act. The Plan shall be interpreted as necessary to achieve this intent.
In  addition,  the Board  shall take no action  under the Plan which would cause
transactions under the Plan to fail to comply with Rule 16b-3.

     (e) Designation of Beneficiary.  Each  Participant may designate,  on forms
provided  by the  Company,  one or more  beneficiaries  to receive  the  amounts
distributable pursuant to the Plan in the event of such Participant's death. The
Company may rely upon the beneficiary  designation last filed in accordance with
the terms of the Plan.

     (f) Crediting of Fractional Shares. The number of Stock Units credited to a
Stock Unit Account shall include fractional shares, calculated to at least three
decimal places.

     (g) Other Compensation  Arrangements.  Nothing set forth in this Plan shall
prevent the Board from adopting  other or additional  compensation  arrangements
for directors.

     (h) No Right To Continue as a Director.  Nothing contained in the Plan will
confer upon any  eligible  director any right to continue to serve as a director
of the Company.
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     (i) No  Stockholder  Rights  Conferred.  Nothing  contained  in  the  Plan,
including  the crediting of Stock Units to a  Participant's  Stock Unit Account,
will confer upon any  Participant  (or  beneficiary  or transferee  thereof) any
rights of a stockholder  of the Company  unless and until shares of Stock are in
fact issued and delivered in settlement  of Stock Units to such  Participant  or
his or her nominee (or beneficiary or transferee or a nominee thereof).

     (j) Governing Law. The validity,  construction, and effect of the Plan, and
any rules and regulations under the Plan, shall 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.

     (k) Stockholder  Approval,  Effective Date, and Plan Termination.  The Plan
has been  adopted  by the Board  with the  consent  of the  stockholders  of the
Company and shall become effective on January 1, 1997. Unless earlier terminated
by action of the Board,  the Plan shall  remain in effect  until such time as no
shares of Stock remain available for issuance under the Plan and the Company and
Participants  have no further rights or obligations under the Plan in respect of
outstanding Stock Units under the Plan.