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                                                                    EXHIBIT 4.32


                              AMENDED AND RESTATED

                                STOCK OPTION PLAN

                             OF HOME DIRECTOR, INC.


1. Purposes.

          This Stock  Option Plan (the "Plan") is intended to attract and retain
the best available  personnel with Home Director,  Inc. or any of its subsidiary
corporations (collectively,  the "Company"), and to provide additional incentive
to such  employees and others to exert their maximum  efforts toward the success
of the  Company.  The above aims will be  effectuated  through  the  granting of
certain stock options.  Options may be granted under the Plan which are intended
to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal
Revenue  Code of 1986 (the  "Code")  or which are not  intended  to  qualify  as
Incentive Stock Options ("Non-ISOs").  The term "subsidiary  corporation" shall,
for purposes of the Plan,  be defined in the same manner as such term is defined
in Section 424(f) of the Code and shall include a subsidiary of any subsidiary.


2. Administration of the Plan.

         (a) The Plan shall be  administered  by the Board of  Directors  of the
Company (the "Board of  Directors"),  as the Board of Directors  may be composed
from time to time,  except as provided in subparagraph  (b) of this Paragraph 2.
The  determinations of the Board of Directors under the Plan,  including without
limitation  as to  the  matters  referred  to in  this  Paragraph  2,  shall  be
conclusive.  Any  determination  by a  majority  of the  members of the Board of
Directors at any meeting,  or by written consent in lieu of a meeting,  shall be
deemed to have been made by the whole Board of  Directors.  Within the limits of
the  express  provisions  of the Plan,  the Board of  Directors  shall  have the
authority, in its discretion, to take the following actions under the Plan:

                  (i) to  determine  the  individuals  to whom,  and the time or
times at which, ISOs to purchase the Company's shares of Common Stock, par value
$.01 per share  ("Common  Shares"),  shall be granted,  and the number of Common
Shares to be subject to each ISO,

                  (ii) to determine  the  individuals  to whom,  and the time or
times at which,  Non-ISOs to purchase  the  Company's  Common  Shares,  shall be
granted, and the number of Common Shares to be subject to each Non-ISO,

                  (iii) to determine the terms and  provisions of the respective
stock option  agreements or certificates  granting ISOs and Non-ISOs (which need
not be identical),

                  (iv) to accelerate the exercisability of any ISO or Non-ISO;

                  (v) to interpret the Plan,

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                  (vi) to  prescribe,  amend and rescind  rules and  regulations
relating to the Plan, and

                  (vii)  to make all  other  determinations  and take all  other
actions  necessary or advisable  for the  administration  of the Plan. In making
such determinations,  the Board of Directors may take into account the nature of
the  services  rendered  by  such  individuals,   their  present  and  potential
contributions  to the  Company's  success and such other factors as the Board of
Directors,  in its  discretion,  shall deem  relevant.  An individual to whom an
option has been granted under the Plan is referred to herein as an "Optionee."

         (b)  Notwithstanding  anything to the contrary  contained  herein,  the
Board of Directors  may at any time,  or from time to time,  appoint a committee
(the  "Committee")  of at least  two  members  of the  Board of  Directors,  and
delegate to Committee the authority of the Board of Directors to administer  the
Plan. Upon such  appointment  and  delegation,  the Committee shall have all the
powers,  privileges  and  duties  of  the  Board  of  Directors,  and  shall  be
substituted  for the  Board of  Directors,  in the  administration  of the Plan,
except  that the power to appoint  members of the  Committee  and to  terminate,
modify or amend the Plan shall be retained by the Board of Directors.  The Board
of  Directors  may  from  time to  time  appoint  members  of the  Committee  in
substitution  for or in  addition  to  members  previously  appointed,  may fill
vacancies in the Committee and may  discharge the  Committee.  A majority of the
Committee shall  constitute a quorum and all  determinations  shall be made by a
majority of its members.  Any  determination  reduced to writing and signed by a
majority of the members  shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held.  Members of the Committee shall
not be eligible to receive  Options  under this Plan unless the issuance of such
Options has been previously approved by the Board of Directors.

3. Shares Subject to the Plan.

         The total  number of Common  Shares  which shall be subject to ISOs and
Non-ISOs  granted under the Plan  (collectively,  "Options") shall be 600,000 in
the  aggregate,  subject to  adjustment  as provided in Paragraph 8. The Company
shall at all times  while  the Plan is in force  reserve  such  number of Common
Shares as will be sufficient to satisfy the requirements of outstanding Options.
The Common  Shares to be issued upon  exercise  of Options  shall in whole or in
part be authorized  and unissued or reacquired  Common Shares.  The  unexercised
portion of any expired,  terminated or canceled  Option shall again be available
for the grant of Options under the Plan.

4. Eligibility.

         (a) ISOs and Non-ISOs  may be granted to  employees  of the Company.  A
director or officer of the  Company who is not also an employee of the  Company,
consultants of the Company and other persons at the Board's discretion, shall be
eligible to receive Non-ISOs but shall not be eligible to receive ISOs.

         (b) An ISO may be granted, consistent with the other terms of the Plan,
to an employee who owns (within the meaning of Sections  422(b)(6) and 424(d) of
the Code),  more than ten (10%)  percent of the total  combined  voting power or
value of all classes of stock of the Company or a  subsidiary  corporation  (any
such  person,  a  "Principal  Shareholder")  only if,  at the  time  such ISO is
granted, the purchase price of the Common Shares subject to the ISO is an amount

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which equals or exceeds one hundred ten percent  (110%) of the fair market value
of such Common Shares,  and such ISO by its terms is not  exercisable  more than
five (5) years after it is granted.

          (c)  Nothing  contained  in the Plan shall be  construed  to limit the
right of the Company to grant options  otherwise  than under the Plan for proper
corporate purposes.

         (d) Nothing contained in the Plan shall be construed to limit the right
of the Board of  Directors  to grant an ISO and a Non-ISO  concurrently  under a
single stock option agreement so long as each Option is clearly identified as to
its  status.  Furthermore,  if an  Option  has  been  granted  under  the  Plan,
additional Options may be granted from time to time to the Optionee holding such
Options,  and Options may be granted from time to time to one or more employees,
officers, or directors who have not previously been granted Options.

         (e) To the extent that the grant of an Option  results in the aggregate
fair market  value  (determined  at the time of grant) of the Common  Shares (or
other  capital  stock of the Company or any  subsidiary)  with  respect to which
Incentive Stock Options are exercisable for the first time by an Optionee during
any calendar year (under all plans of the Company and  subsidiary  corporations)
to exceed $100,000,  such Option shall be treated as an Non-ISO.  The provisions
of this  subparagraph  (e) of  Paragraph  4 shall be  construed  and  applied in
accordance  with  Section  422(d)  of the  Code  and  the  regulations,  if any,
promulgated thereunder.

5. Terms of Options.

         The terms of each Option  granted under the Plan shall be determined by
the Board of Directors consistent with the provisions of the Plan, including the
following:

                  (a) The purchase  price of the Common  Shares  subject to each
ISO shall not be less than the fair market value (or in the case of the grant of
an ISO to a Principal  Shareholder,  not less than 110% of fair market value) of
such Common  Shares at the time such Option is granted.  Such fair market  value
shall be  determined  by the Board of Directors  after it evaluates all relevant
factors  and  information  available  to it,  including  but not  limited to the
current  bid and asked  prices of the Common  Shares and the extent of  relevant
market activity.

                  (b) The purchase  price of the Common  Shares  subject to each
Non-ISO shall be fixed by the Board of Directors, in its discretion, at the time
such Option is granted.

                  (c) The dates on which each Option (or portion  thereof) shall
be exercisable and the conditions  precedent to such exercise,  if any, shall be
fixed by the Board of Directors,  in its discretion,  at the time such Option is
granted.

                  (d) The  expiration of each Option shall be fixed by the Board
of Directors,  in its discretion,  at the time such Option is granted;  however,
unless  otherwise  determined  by the Board of  Directors,  an  Option  shall be
exercisable  for ten (10) years after the Grant Date  unless the  Optionee of an
ISO is a Principal Shareholder,  in which case the said ISO shall be exercisable
for 5 years  after the Grant  Date.  Each  Option  shall be  subject  to earlier
termination as expressly  provided in Paragraph 6 hereof or as determined by the
Board of Directors, in its discretion, at the date such Option is granted.
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                  (e) Options shall be exercised by the delivery by the Optionee
thereof to the Company at its principal  office, or at such other address as may
be  established  by the Board of Directors,  of written  notice of the number of
Common Shares with respect to which the Option is being exercised accompanied by
payment in full of the purchase  price of such Common  Shares.  Payment for such
Common Shares may be made (as determined by the Board of Directors) (i) in cash,
(ii) by  certified  check or bank  cashier's  check  payable to the order of the
Company in the amount of such purchase price,  (iii) by a promissory note issued
by the  Optionee  in favor of the  Company in an amount  equal to such  purchase
price and payable on terms prescribed by the Board of Directors,  which provides
for the payment of interest at a fair market rate, as determined by the Board of
Directors, (iv) by delivery of capital stock to the Company having a fair market
value  (determined on the date of exercise in accordance  with the provisions of
subparagraph  (a) of this Paragraph 5) equal to said purchase price,  (v) by any
combination  of the methods of payment  described in (i) through (iv) above,  or
(vi) by such other methods as the Board of Directors may deem appropriate.

                  (f)  An  Optionee  shall  not  have  any of  the  rights  of a
shareholder  with respect to the Common Shares  subject to his Option until such
shares are issued to him upon the exercise of his Option as provided herein.

                  (g) No  Option  shall be  transferable,  except by will or the
laws of descent and  distribution,  and any Option may be  exercised  during the
lifetime of the Optionee only by him. No Option  granted under the Plan shall be
subject to execution, attachment or other process.

6. Death or Termination of Employment.

         (a) If the  employment  or other  relationship  of an Optionee with the
Company shall be terminated  voluntarily by the employee and without the consent
of the Company or for "Cause" (as hereinafter  defined),  and immediately  after
such  termination  such Optionee shall not then be employed by the Company,  any
Options granted to such Optionee to the extent not  theretofore  exercised shall
expire  forthwith.  For  purposes  of the Plan,  "Cause"  shall mean  "Cause" as
defined in any employment  agreement  ("Employment  Agreement") between Optionee
and the  Company,  and,  in the  absence of an  Employment  Agreement  or in the
absence of a definition of "Cause" in such Employment  Agreement,  "Cause" shall
mean  (i)  any  continued  failure  by  the  Optionee  to  obey  the  reasonable
instructions  of the  President  or any member of the Board of  Directors,  (ii)
continued  neglect by the Optionee of his duties and  obligations as an employee
of the  Company,  or a failure to perform  such  duties and  obligations  to the
reasonable  satisfaction  of the  President  or the  Board of  Directors,  (iii)
willful misconduct of the Optionee or other actions in bad faith by the Optionee
which  are  to  the  detriment  of  the  Company  including  without  limitation
commission of a felony, embezzlement or misappropriation of funds and commission
of any act of fraud or (iv) a breach of any material provision of any Employment
Agreement not cured within 10 days after written notice thereof.

         (b) If such employment or other relationship shall terminate other than
(i) by reason of death, (ii) voluntarily by the employee and without the consent
of the Company,  or (iii) for Cause, and immediately after such termination such
Optionee shall not then be employed by the Company,  any Options granted to such
Optionee   may  be  exercised  at  any  time  within  three  months  after  such
termination,  subject to the provisions of subparagraph (d) of this Paragraph 6.
For the purposes of the Plan, the retirement of an Optionee either pursuant to a
pension or  retirement  plan adopted by the Company or on the normal  retirement
date  prescribed  from  time to  time by the  Company,  and the  termination  of
employment  as a result of a disability  (as defined in Section  22(e)(3) of the
Code) shall be deemed to be a termination of such  Optionee's  employment  other
than voluntarily by the Optionee or for Cause.
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         (c) If an Optionee dies (i) while employed by, or engaged in such other
relationship with, the Company or (ii) within three months after the termination
of his employment or other  relationship  other than voluntarily by the Optionee
and without the consent of the Company or for Cause, any Options granted to such
Optionee may be  exercised  at any time within six months after such  Optionee's
death, subject to the provisions of subparagraph (d) of this Paragraph 6.

         (d) An Option may not be exercised  pursuant to this Paragraph 6 except
to the extent that the  Optionee was entitled to exercise the Option at the time
of termination of employment or such other  relationship,  or death,  and in any
event may not be exercised  after the expiration of ten (10) years from the date
the Option was  granted,  or five (5) years from the date an ISO was  granted if
the Optionee was a Principal Shareholder at that date.

7. Leave of Absence.

         For  purposes  of the Plan,  an  individual  who is on military or sick
leave or other bona fide leave of absence  (such as temporary  employment by the
United States or any state  government)  shall be considered as remaining in the
employ of the Company for 90 days or such longer  period as shall be  determined
by the Board of Directors.

8. Adjustment upon Changes in Capitalization.

         (a) In the event  that the  outstanding  Common  Shares  are  hereafter
changed by reason of reorganization,  merger,  consolidation,  recapitalization,
reclassification,  stock  split-up,  combination  or  exchange of shares and the
like, or dividends payable in Common Shares, an appropriate  adjustment shall be
made by the Board of Directors in the aggregate number of shares available under
the Plan and in the number of shares and price per share subject to  outstanding
Options.  If the  Company  shall be  reorganized,  consolidated,  or merged with
another corporation, or if all or substantially all of the assets of the Company
shall be sold or  exchanged,  an  Optionee  shall at the time of issuance of the
stock under such a corporate  event, be entitled to receive upon the exercise of
his  Option the same  number  and kind of shares of stock or the same  amount of
property,  cash or securities as he would have been entitled to receive upon the
occurrence of any such corporate event as if he had been,  immediately  prior to
such event, the holder of the number of shares covered by his Option;  provided,
however, that if any of such events occur, the Board of Directors shall have the
discretionary  power to take any action necessary or appropriate to prevent ISOs
granted  hereunder  from being  disqualified  as Incentive  Stock  Options or to
accelerate their vesting date.

         (b) Any  adjustment  under  this  Paragraph  8 in the  number of Common
Shares subject to Options shall apply  proportionately  to only the  unexercised
portion of any Option  granted  hereunder.  If fractions of a share would result
from any such  adjustment,  the  adjustment  shall be  revised to the next lower
whole number of shares.
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9. Further Conditions of Exercise.

         (a)  Unless  prior to the  exercise  of an  Option  the  Common  Shares
issuable upon such exercise are the subject of a  registration  statement  filed
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  and  there  is then in  effect  a
prospectus filed as part of such registration statement meeting the requirements
of Section  10(a)(3) of the Securities  Act, the notice of exercise with respect
to such Option  shall be  accompanied  by a  representation  or agreement of the
Optionee to the Company to the effect  that such shares are being  acquired  for
investment  only and not with a view to the resale or distribution  thereof,  or
such other  documentation  as may be required  by the  Company,  unless,  in the
opinion  of  counsel  to  the  Company,   such   representation,   agreement  or
documentation is not necessary to comply with the Securities Act.

         (b) Anything in the Plan to the contrary  notwithstanding,  the Company
shall not be obligated  to issue or sell any Common  Shares until they have been
listed on each securities exchange on which the Common Shares may then be listed
and until and unless, in the opinion of counsel to the Company,  the Company may
issue such  shares  pursuant to a  qualification  or an  effective  registration
statement, or an exemption from registration, under such state and federal laws,
rules or regulations as such counsel may deem applicable.

         (c) The Board of  Directors  may impose any such  additional  terms and
conditions  related  to the  exercise  of an  Option or upon the  Common  Shares
received  upon such exercise  which it deems  appropriate,  including  rights of
first  refusal  and rights to  purchase  Common  Shares  from an Optionee if the
Optionee's employment or other relationship with the Company is terminated.
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10. Termination, Modification and Amendment.

         (a) The Plan (but not Options  previously granted under the Plan) shall
terminate  ten (10) years from the  earlier of the date of its  adoption  by the
Board of Directors or the date on which the Plan is approved by the  affirmative
vote of the holders of a majority of the outstanding  shares of capital stock of
the  Company  entitled to vote  thereon,  and no Option  shall be granted  after
termination of the Plan.

         (b) The Plan may from time to time be  terminated,  modified or amended
by the affirmative  vote of the holders of a majority of the outstanding  shares
of the capital stock of the Company entitled to vote thereon.

         (c) The Board of Directors of the Company may at any time terminate the
Plan or from time to time make such  modifications  or amendments of the Plan as
it may deem advisable;  provided, however, that the Board of Directors shall not
(i)  modify or amend the Plan in any way that  would  disqualify  any ISO issued
pursuant to the Plan as an Incentive  Stock  Option or (ii) without  approval by
the affirmative  vote of the holders of a majority of the outstanding  shares of
the capital stock of the Company  entitled to vote thereon,  increase (except as
provided by Paragraph 8) the maximum number of Common Shares as to which Options
may be granted under the Plan or change the class of persons eligible to receive
Options under the Plan.

         (d) No termination, modification or amendment of the Plan may adversely
affect the rights  conferred by any Options  without the consent of the Optionee
thereof.
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11. Effectiveness of the Plan.

         The Plan shall become effective upon adoption by the Board of Directors
of the Company. The Plan shall be subject to approval by the affirmative vote of
the holders of a majority of the outstanding  shares of the capital stock of the
Company entitled to vote thereon within one year following  adoption of the Plan
by the Board of Directors,  and all Options granted prior to such approval shall
be subject  thereto.  In the event such  approval is withheld,  the Plan and all
Options which may have been granted thereunder shall become null and void.

12. Not a Contract of Employment.

         Nothing contained in the Plan or in any stock option agreement executed
pursuant  hereto shall be deemed to confer upon any individual to whom an Option
is or may be granted  hereunder  any right to remain in the employ of, or retain
the relationship with, the Company.







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