EXHIBIT 10.25

                        ADVANCED TECHNICAL PRODUCTS, INC.

                    NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

        On November 6, 1997 (the "Effective Date"), the Board of Directors of
Advanced Technical Products, Inc. (the "Company") adopted a program of granting
stock options to non-employee directors of the Company which is formalized by
the following Non-Employee Directors Stock Option Plan:

                1. PURPOSE. The purpose of the Plan is to provide non-employee
        directors of the Company with a proprietary interest in the Company
        through the granting of options which will

                        (a) increase the interest of the directors in the
                Company's welfare; (b) furnish an incentive to the directors to
                continue their services for the Company; and

                        (c) provide a means through which the Company may
                attract able persons to serve on the Board.
   
                2. ADMINISTRATION. The Plan will be administered by the Board or
        the Committee.

                3. PARTICIPANTS. Each director of the Company who is not an
        employee of the Company or any Subsidiary of the Company (an "Eligible
        Director") will be granted options under the Plan, and upon such grant
        will become a participant in the Plan.

                4. SHARES SUBJECT TO PLAN. Options may not be granted under the
        Plan for more than 100,000 shares of Common Stock of the Company, but
        this number may be adjusted to reflect, if
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        deemed appropriate by the Board, any event described in Section 12.
        Shares to be optioned and sold may be made available from either
        authorized but unissued Common Stock or Common Stock held by the Company
        in its treasury. Shares that by reason of the expiration of an option or
        otherwise are no longer subject to purchase pursuant to an option
        granted under the Plan may be reoffered under the Plan.

                5. ALLOTMENT OF SHARES. Grants of options under the Plan shall
        be as described in this Section 5.

                        (a) Each Eligible Director of the Company on the
                Effective Date shall be granted an option, effective as of the
                date establishing the option price under Section 7 (the "Grant
                Date"), to purchase 7,500 shares of Common Stock.

                        (b) Each Eligible Director of the Company who is
                appointed or elected to the Board and has not previously served
                as a director of the Company shall be granted an option,
                effective as of the Grant Date, to purchase 7,500 shares of
                Common Stock.

                        (c) Each Eligible Director of the Company elected at the
                annual stockholders meeting, other than a first-time director
                covered by Section 5(b), shall be granted an option, effective
                as of the Grant Date, to purchase 1,000 shares of Common Stock.

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                6. GRANT OF OPTIONS. All options under the Plan shall be
        automatically granted as provided in Section 5. The grant of options
        shall be evidenced by stock option agreements containing such terms and
        provisions as are approved by the Board, or the Committee, but not
        inconsistent with the Plan. The Company shall execute appropriate stock
        option agreements.

                7. OPTION PRICE. The option price shall be equal to the closing
        price of Common Stock of the Company on (a) for grants under Section
        5(a), the date of adoption of the Plan by the Board, (b) for grants
        under Section 5(b), the date of commencement of the Eligible Director's
        service on the Board and (c) for grants under Section 5(c), the
        applicable date of the Company's annual stockholders meeting.

                8. OPTION PERIOD. The Option Period will begin on the Grant Date
        and will terminate on the earlier of (i) the tenth anniversary of that
        date or (ii) the 180th day after termination of the Eligible Director's
        service on the Board.

                9. RIGHTS IN EVENT OF DEATH. If a participant dies prior to
        termination of his right to exercise an option in accordance with the
        provisions of his stock option agreement without having totally
        exercised the option, the option may be exercised at any time prior to
        the earlier of the date of its expiration or the 180th day after the
        participant's death by the participant's estate or by the person who
        acquired the right to exercise the option by bequest or inheritance or
        by

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        reason of the death of the participant, subject to the other terms of
        the Plan and applicable laws, rules and regulations.

                10. PAYMENT. Full payment for shares purchased upon exercising
        an option shall be made in cash or by check at the time of exercise, or
        on such other terms as are set forth in the applicable option agreement.
        No shares may be issued until full payment of the purchase price
        therefor has been made, and a participant will have none of the rights
        of a stockholder until shares are issued to him.

                11. VESTING.

                        (a) Options described in Sections 5(a) and (b) will vest
                in one-third increments on the days immediately preceding each
                of the three annual stockholders meetings which follow the Grant
                Date, provided that the participant is still a director of the
                Company on those dates. Options described in Section 5(c) will
                vest 100% on the day immediately preceding the annual
                stockholders meeting which follows the Grant Date, provided that
                the participant is still a director of the Company on that date.

                        (b) In no event may an option be exercised or shares be
                issued pursuant to an option if any requisite action, approval
                or consent of any governmental authority of any kind having
                jurisdiction over the exercise of options shall not have been
                taken or secured.

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                12. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of
        shares of Common Stock covered by each outstanding option granted under
        the Plan and the option price thereof, and the number of shares to be
        granted pursuant to Sections 5(b) and (c), may be adjusted to reflect,
        as deemed appropriate by the Board, any stock dividend, stock split,
        share combination, exchange of shares, recapitalization, merger,
        consolidation, separation, reorganization, liquidation or the like, of
        or by the Company.

                13. NON-ASSIGNABILITY. Options may not be transferred other than
        by will or by the laws of descent and distribution. Except as otherwise
        provided in the Plan, during a participant's lifetime, options granted
        to a participant may be exercised only by the participant.

                14. INTERPRETATION. The Board or the Committee shall interpret
        the Plan and shall prescribe such rules and regulations in connection
        with the operation of the Plan as it determines to be advisable for the
        administration of the Plan. The Board or the Committee may rescind and
        amend its rules and regulations.

                15. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
        discontinued by the Board without the approval of the stockholders of
        the Company.

                16. EFFECT OF PLAN. Neither the adoption of the Plan nor any
        action of the Board or the Committee shall be deemed

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        to give any director any right to be granted an option to purchase
        Common Stock of the Company or any other rights except as may
        be evidenced by the stock option agreement, or any amendment thereto,
        duly authorized by the Board or the Committee and executed on behalf of
        the Company, and then only to the extent and on the terms and conditions
        expressly set forth therein.

                17. TERM. Unless sooner terminated by action of the Board, the
        Plan will terminate on November 5, 2007. Neither the Board nor the
        Committee may issue options under the Plan after that date, but options
        granted before that date will continue to be effective in accordance
        with their terms.

                18. DEFINITIONS. For the purposes of the Plan, unless the
        context requires otherwise, the following terms shall have the meanings
        indicated:

                        (a) "Plan" means this Non-Employee Directors Stock
                Option Plan, as amended from time to time.

                        (b) "Board" means the board of directors of the Company.

                        (c) "Committee" means any committee of the Board
                appointed by the Board to administer the Plan or any portion of
                the Plan.

                        (d) "Common Stock" means the Common Stock which the
                Company is currently authorized to issue or may in the future be
                authorized to issue (as long as the common

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                stock varies from that currently authorized, if at all, only in
                amount of par value).

                        (e) "Option Period" means the period during which an
                option may be exercised.

                        (f) "Subsidiary" means any corporation in an unbroken
                chain of corporations beginning with the Company if, at the time
                of the granting of the option, each of the corporations other
                than the last corporation in the unbroken chain owns stock
                possessing 50% or more of the total combined voting power of all
                classes of stock in one of the other corporations in the chain,
                and "Subsidiaries" means more than one of any such corporations.