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                                                                     Exhibit 4.8

                             EQUINOX SYSTEMS INC.
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                          DIRECTORS STOCK OPTION PLAN
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1.  Purpose.  The purpose of this Plan is to advance the interests of EQUINOX
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SYSTEMS INC., a Florida corporation, by providing an additional incentive to
attract and retain nonemployee directors through the encouragement of stock
ownership in the Company by such persons.

    2.  Definitions.  As used herein, the following terms shall have the meaning
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indicated:

        (a) "Annual Meeting Date" shall mean 5:00 p.m. on the date of the annual
meeting of the Company's shareholders at which the Directors are elected.

        (b) "Board" shall mean the Company's Board of Directors.

        (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (d) "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company.

        (e) "Company" shall refer to EQUINOX SYSTEMS INC., a Florida
corporation.

        (f) "Director" shall mean a member of the Board.

        (g) "Eligible Director" means any person who is a member of the Board
and who is not an employee, full time or part time, of the Company. For purposes
of this Plan, a director who does not receive regular compensation from the
Company or its subsidiaries, other than directors' fees and reimbursement for
expenses, shall not be considered to be an employee of the Company, even if such
director is an officer of a subsidiary of the Company.

        (h) "Fair Market Value" of the Common Stock on any date of reference
shall be the Closing Price on the business day immediately preceding such date
of the Common Stock; provided, that for purposes of grants made on the Initial
Grant Date to persons are Eligible Directors on the Effective Date, the term
"Fair Market Value" shall mean the initial public offering price per share of
Common Stock. For this purpose, the Closing Price of the Common Stock on any
business day shall be (i) if such Common Stock is listed or admitted for trading
on any United States national securities exchange, or if actual transactions are
otherwise reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange or reporting system, as
reported in any newspaper of general circulation, (ii) if the Common Stock is
quoted on the National Association of Securities Dealers Automated Quotations
System, or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bid and low
asked quotations for such day of the Common Stock on such system, or (iii) if
neither clause (i) or (ii) is applicable, the mean between the
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closing high bid and low asked quotations for the Common Stock as reported by
the National Quotation Bureau, Incorporated if at least two securities dealers
have inserted both bid and asked quotations for the Common Stock on at least 5
of the 10 preceding days.

          (i) "Initial Grant Date" means (i) in the case persons who are
Eligible Directors of the Company on the effective date of the Company's
Registration Statement on Form S-1 (the "Effective Date") to be filed with the
Securities and Exchange Commission in connection with the Company's initial
public offering, the Effective Date and (ii) in all other cases, the date on
which a person is elected as a member of the Board.

          (j) "Option" (when capitalized) shall mean any option granted under
this Plan.

          (k) "Option Agreement" means the agreement between the Company and the
Optionee for the grant of an option.

          (l) "Optionee" shall mean a person to whom a stock option is granted
under this Plan or any person who succeeds to the rights of such person under
this Plan by reason of the death of such person.

          (m) "Parent" means a "parent corporation" as defined in Section 425(e)
and (g) of the Code.

          (n) "Plan" shall mean this Directors Stock Option Plan for the
Company.

          (o) "Share(s)" shall mean a share or shares of the Common Stock.

          (p) "Subsidiary" shall mean any corporation (other than the Company)
in any 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 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

      3.  Shares and Options.  Subject to Section 9 of this Plan, the Company
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may grant to Optionees from time to time Options to purchase an aggregate of up
to Eighty Thousand (80,000) Shares from authorized and unissued Shares. If any
Option granted under the Plan shall terminate, expire, or be canceled or
surrendered as to any Shares, new Options may thereafter be granted covering
such Shares.

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    4.  Grants of Options.
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        (a) On the Initial Grant Date, each Eligible Director shall receive the
grant of an Option to purchase 10,000 Shares.

        (b) Each Eligible Director shall receive an annual grant of an Option to
purchase 2,500 Shares on each Annual Meeting Date subsequent to his election as
a director of the Company or commencement of the Plan, beginning with the first
Annual Meeting Date at least twelve months after the Initial Grant Date for each
such Eligible Director.

        (c) Upon the grant of each Option, the Company and the Eligible Director
shall enter into an Option Agreement, which shall specify the grant date and the
exercise price and shall include or incorporate by reference the substance of
this Plan and such other provisions consistent with this Plan as the Board may
determine.

    5.  Exercise Price.  The exercise price per Share of any Option shall be the
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Fair Market Value of the Shares underlying such Option on the date such Option
is granted.

    6.  Exercise of Options.  An Option shall be deemed exercised when (i) the
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Company has received written notice of such exercise in accordance with the
terms of the Option, (ii) full payment of the aggregate exercise price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Board in its sole discretion have been made for the
Optionee's payment to the Company of the amount that is necessary for the
Company or Subsidiary employing the Optionee to withhold in accordance with
applicable Federal or state tax withholding requirements. The exercise price of
any Shares purchased shall be paid in cash, by certified or official bank check
or personal check, by money order, with Shares or by a combination of the above.
If the exercise price is paid in whole or in part with Shares, the value of the
Shares surrendered shall be their Fair Market Value on the date the Option is
exercised. No Optionee shall be deemed to be a holder of any Shares subject to
an Option unless and until a stock certificate or certificates for such Shares
are issued to such person(s) under the terms of the Plan. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as expressly provided
in Section 9 hereof.

    7.  Exercise Schedule for Options.  Each Option granted hereunder shall not
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be exercisable until after six months following its grant to an eligible
director. Thereafter, such option shall be exercisable in full. The expiration
date of an Option shall be 5 years from the date of grant of the Option.

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     8.  Termination of Option Period.
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         (a) The unexercised portion of any Option shall automatically and
without notice terminate and become null and void at the time of the earliest to
occur of the following:

               (i)   three months after the date on which the Optionee ceases to
be a Director for any reason other than by reason of (A) "Cause" (which, for
purposes of this Plan, shall mean the removal of the Optionee as a Director by
reason of any act of (a) fraud or intentional misrepresentation, or (b)
embezzlement, misappropriation, or conversion of assets or opportunities of the
Company or any Subsidiary), or (B) death;

               (ii)  immediately upon the removal of the Optionee as a Director
for Cause;

               (iii) one year after the date the Optionee ceases to be a
Director by reason of death of the Optionee;

         (b) The Board in its sole discretion may, by giving written notice
("Cancellation Notice"), cancel any Option that remains unexercised on the date
of the consummation of any corporate transaction:

               (i)   if the shareholders of the Company shall approve a plan of
merger, consolidation, reorganization, liquidation or dissolution in which the
Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned); or

               (ii)  if the shareholders of the Company shall approve a plan for
the sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Company (unless such plan is subsequently abandoned).

Any Cancellation Notice shall be given a reasonable period of time prior to the
proposed date of such cancellation and may be given either before or after
shareholder approval of such corporate transaction.

     9.  Adjustment of Shares.
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         (a) If at any time while the Plan is in effect or unexercised Options
are outstanding, there shall be any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock dividend or through
any recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event:

               (i)   appropriate adjustment shall be made in the maximum number
of Shares available for grant under the Plan, so that the same percentage of the
Company's issued and outstanding Shares shall continue to be subject to being so
optioned; and

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               (ii)  appropriate adjustment shall be made in the number of
Shares and the exercise price per Share thereof then subject to any outstanding
Option, so that the same percentage of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate exercise price.

      (b) Subject to the specific terms of any Option, the Board may change the
terms of Options outstanding under this Plan, with respect to the exercise price
or the number of Shares subject to the Options, or both, when, in the Board's
sole discretion, such adjustments become appropriate by reason of a corporate
transaction described in Subsections 8(b)(i) or (ii) hereof.

      (c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or exercise price of the Shares then subject
to outstanding Options granted under the Plan.

      (d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

  10. Transferability of Options.  Each Option shall provide that such Option
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shall not be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and each Option shall be exercisable during the
Optionee's lifetime only by the Optionee.

  11. Issuance of Shares.  As a condition of any sale or issuance of Shares upon
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exercise of any Option, the Board may require such agreements or undertakings,
if any, as the Board may deem necessary or advisable to assure compliance with
any such law or regulation including, but not limited to, the following:

               (i)   a representation and warranty by the Optionee to the
Company, at the time any Option is exercised, that he is acquiring the Shares to
be issued to him for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and

               (ii)  a representation, warranty and/or agreement to be bound by
any legends that are, in the opinion of the Board, necessary or appropriate to
comply with the provisions

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of any securities law deemed by the Board to be applicable to the issuance of
the Shares and are endorsed upon the Share certificates.

     12.  Administration of the Plan.  The Plan shall be administered by the
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Board, which shall have the authority to adopt such rules and regulations and to
make such determinations as are not inconsistent with the Plan and as are
necessary or desirable for the implementation and administration of the Plan.

     13.  Interpretation.  If any provision of the Plan should be held invalid
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or illegal for any reason, such determination shall not affect the remaining
provisions hereof, but instead the Plan shall be construed and enforced as if
such provision had never been included in the Plan.  The determinations and the
interpretation and construction of any provision of the Plan by the Board shall
be final and conclusive.  This Plan shall be governed by the laws of the State
of Florida.  Headings contained in this Plan are for convenience only and shall
in no manner be construed as part of this Plan.  Any reference to the masculine,
feminine, or neuter gender shall be a reference to such other gender as is
appropriate.

     14.  Term of Plan; Amendment and Termination of the Plan.
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          (a) This Plan shall become effective upon its adoption by the Board,
and shall continue in effect until all Options granted hereunder have expired or
been exercised, unless sooner terminated under the provisions relating thereto.
No Option shall be granted after 10 years from the date of the Board's adoption
of this Plan.

          (b) The Board may from time to time amend the Plan or any Option;
provided, however, that, without approval by the Company's shareholders, no such
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amendment shall (i) materially increase the benefits accruing to participants
under the Plan, (ii) materially increase the number of Shares or other
securities reserved for issuance upon the exercise of Options, (iii) materially
modify the requirements as to eligibility for participation under the Plan or
(iv) otherwise involve any other change or modification requiring shareholder
approval under Rule 16b-3 of the Securities Act of 1933, as amended; and,
provided, further, that, except to the extent otherwise specifically provided in
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Section 8, no amendment or suspension of the Plan or any Option issued hereunder
shall substantially impair any Option previously granted to any Optionee without
the consent of such Optionee.

          (c) Notwithstanding anything else contained herein, the provisions of
this Plan which govern the number of Options to be awarded to nonemployee
directors, the exercise price per share under each such Option, when and under
what circumstances an Option will be granted and the period within which each
Option may be exercised, shall not be amended more than once every six months
(even with shareholder approval), other than to conform to changes to the Code,
or the rules promulgated thereunder, and under the Employee Retirement Income
Security Act of 1974, as amended, or the rules promulgated thereunder, or with
rules promulgated by the Securities and Exchange Commission.

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          (d) The Board, without further approval of the Company's shareholders,
may at any time terminate or suspend this Plan.  Any such termination or
suspension of the Plan shall not affect Options already granted and such Options
shall remain in full force and effect as if this Plan had not been terminated or
suspended.  No Option may be granted while the Plan is suspended or after it is
terminated.  The rights and obligations under any Option granted to any Optionee
while this Plan is in effect shall not be altered or impaired by the suspension
or termination of this Plan without the consent of such Optionee.

     15.  Reservation of Shares.  The Company, during the term of the Plan, will
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at all times reserve and keep available a number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

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