EXHIBIT 10.9
                       COGNITRONICS CORPORATION
               DIRECTORS' STOCK OPTION PLAN, AS AMENDED


1.   PURPOSE

The Directors' Stock Option Plan  (the  "Plan")  is intended  to
provide  incentives to non-employee directors and officers of
Cognitronics Corporation (the "Company") by more closely aligning
their compensation with stockholder value.

2.   ADMINISTRATION

The  Plan shall be administered by the Company's Board of Directors.

The Board  shall have authority,  subject  to  the terms  of the
Plan, to interpret the  Plan and  make  all  determinations
necessary  or  advisable  for  its administration.   The Board may
consult with  legal  counsel, who  may  be  counsel  to the Company,
and shall  not  incur  any liability for any action taken in good
faith in reliance upon the advice  of  counsel.

3.   ELIGIBILITY

All outside directors and officers (individually "Participants",
collectively "Participants") shall be eligible to participate  in
the  Plan. An outside director or officer means a director or
officer who is neither an employee of the Company nor of any
subsidiary of the Company.

4.   STOCK

The  stock as to which options may be granted shall  be the
Company's  common stock, par value $.20 per  share  ("Common
Stock"). When options are exercised the Company may either  issue
unissued Common Stock or transfer issued Common Stock held in its
treasury. The total number of shares of Common Stock which may be
sold  to Participants under the Plan pursuant to options shall  not
exceed 102,500  shares. If an option expires,  or  is  otherwise
terminated  prior  to its exercise, the Common Stock  covered  by
such  option  immediately  prior  to  such  expiration  or  other
termination shall continue to be available under the Plan.

5.   AWARDING OF OPTIONS

Options shall be awarded to Participants as follows:

      a.    Upon the Effective Date, an option to purchase 3,000
            shares of Common Stock.

      b.    On each August 1, an option to purchase 6,000 shares of
            Common Stock, but not to a Participant elected by the
            Board of Directors subsequent to the Annual Meeting of
            Stockholders immediately preceding such August 1.

      c.    Sixty (60) days following the initial election of a
            director by the Board of Directors, an option to
            purchase a portion of the number of shares set forth in
            (b) above based on the ratio between the number of
            months the number of months between the date of such
            election and the next Annual Meeting of Stockholders
            divided by twelve (12) months.

      d.    On November 9, an option to purchase 5,500 shares of
            Common Stock.

The  "Date of Award" of an option shall be  the date on which the
option is awarded under the Plan. The award of  any option to any
Participant shall neither entitle such Participant to, nor
disqualify him from, participation in any  other plan which provides
for the issuance of Common Stock.

6.   TERMS AND CONDITIONS OF OPTIONS

Options  shall  be  evidenced by  instruments  in  form approved by
the Board. Such instruments shall conform to  the following terms
and conditions:

     (a)   Option  price.   The option price  per  share of Common
     Stock shall be the Fair Market Value of a share of Common Stock
      on the Date of Award.. "Fair Market Value"  shall  be  the
     closing  price  of  the Common Stock  recorded  on  the
     American  Stock Exchange on the Date of Award or, if the Common
     Stock is not traded on such date, on the last trading day prior
     thereto.

     (b)   Term and exercise of options.  Each option  shall expire
     no later than the tenth anniversary of its  Date  of  Grant and
      shall become exercisable on the date one year after the Date
     of Grant.  The Board may waive any exercise conditions or
     accelerate the exercisability of the option at any time.  After
     becoming exercisable, each option shall remain exercisable
     until its expiration or  termination.  An option may be
     exercised from time to time, in whole or part, up to the total
     number of shares with respect to which it is then exercisable.
     Payment of  the  purchase price will be made in such manner  as
      the Board may provide in the option, which may include cash
     (including cash equivalents) or any  other manner  permitted by
     law as determined by the Board or any combination of the
     foregoing.

     (c)  Termination of Participant.  If a Participant ceases,
     other than by reason of death or retirement, to be a director
     or officer of the Company, all options awarded to him and
     exercisable  on the date of he ceases to be a director or
     officer shall terminate on the earlier of such options'
     expiration  or one year after the day he ceases to be a
     director or officer or as otherwise determined by the Board.
     Any option not exercisable on the date of such termination
     shall lapse and be thenceforth unexercisable.

     (d)   Retirement of Participant.  If a Participant retires, all
     options held by him on the date of his retirement shall become
     exercisable on the date of his retirement and  shall terminate
     on the earlier of such option's expiration or the first
     anniversary of the day of his retirement.


     (e)   Death  of Participant.  If a Participant dies, his
     options may be exercised, to the extent of the  number of
     shares with respect to which he could have exercised on the
     date of his death,  by  his estate, personal representative or
     beneficiary who acquires the option by will or by the laws of
     descent and distribution, at any time prior to the earlier of
     such option's expiration or the first anniversary of the
     Participant's death. On the earlier of such dates, the option
     shall terminate.

     (f)   Assignability.  No option shall be assignable or
     transferable by the Participant except by will or  by laws of
     descent and distribution, and during the lifetime of the
     Participant the option shall be exercisable only by him.  At
     the request of a Participant, shares of Common Stock purchased
     on  exercise of an option may be issued or transferred in the
     name of the Participant and another person jointly with the
     right of survivorship.

     (g)   Other provisions.  Instruments evidencing options may
     contain such other provisions, not inconsistent with the Plan,
     as the Board deems advisable, including a requirement  that a
     Participant represent to  the  Company in writing, when an
     option is awarded, or when he receives  shares on its exercise,
     that he is accepting such option, or  receiving  such shares
     (unless they are then  covered  by  a Securities Act of 1933
     registration statement), for his  own account for investment
     only.  All certificates representing shares issued under the
     Plan may bear a legend deemed  appropriate  by  the Committee
     to confirm an exemption from the registration requirements of
     the Securities Act of 1933.

7.   CAPITAL ADJUSTMENTS

In the event of any merger, reorganization, consolidation, sale of
substantially all assets, recapitalization, stock dividend, stock
split, spin-off, distribution of assets or other change in corporate
structure affecting the Common Stock such that an adjustment is
determined by majority of the  Incumbent Directors to be
appropriate, a majority of the Incumbent Directors shall, in such a
manner as it may deem equitable in its sole discretion, substitute
or adjust any or all of (i) the aggregate number and kind of shares
reserved for issuance under the Plan, (ii) the number and kind of
shares as to which awards may be granted to any individual in any
fiscal year, (iii) the number and kind of shares subject to
outstanding awards, and (iv) the exercise price of outstanding stock
options; provided, however, that no such adjustment shall increase
the aggregate value of any outstanding award.

In addition, upon the dissolution or liquidation of the Company or
upon any reorganization, merger, or consolidation as a result of
which the Company is not the surviving corporation (or survives as a
wholly-owned subsidiary of another corporation), or upon a sale of
substantially all the assets of the Company, a majority of the
Incumbent Directors may take such action as it in its discretion
deems appropriate to (i) accelerate the time when stock options may
be exercised, (ii) cash out such stock options at or immediately
prior to the date of such event, or (iii) provide for the assumption
of outstanding stock options by surviving, successor or transferee
corporations.

The Board's determination as to which adjustments shall be made and
the extent thereof shall be final, binding and conclusive.

8.  CHANGE OF CONTROL

Notwithstanding the provisions of Section 6(b) hereof, in the event
of a Change in Control, as hereinafter defined, all options held by
a Participant shall become exercisable on the date of the Change in
Control.

"Change in Control" means an event in which:

     (a)   the stockholders of the Company approve (i) any
     consolidation or merger of the Company or any of its
     subsidiaries where the stockholders of the Company, immediately
     prior to the consolidation or merger, would not, immediately
     after the consolidation or merger, beneficially own, directly
     or indirectly, shares representing in the aggregate more than
     50% of all votes to which all stockholders of the corporation
     issuing cash or securities in the consolidation or merger (or
     of its ultimate parent corporation, if any) would be entitled
     under ordinary circumstances to vote in an election of
     directors or where the members of the Board, immediately prior
     to the consolidation or merger, would not, immediately after
     the consolidation or merger, constitute a majority of the Board
     of Directors of the corporation issuing cash or securities in
     the consolidation or merger (or of its ultimate parent
     corporation, if any), (ii) any sale, lease, exchange or other
     transfer (in one transaction or a series of transactions
     contemplated or arranged by any person as a single plan) of all
     or substantially all of the assets of the Company or (iii) any
     plan or proposal for the liquidation or dissolution of the
     Company;

     (b)   persons who, as of the effective date hereof, constitute
     the entire Board (as of the date hereof the "Incumbent
     Directors") cease for any reason to constitute at least a
     majority of the Board, provided, however, that any person
     becoming a director subsequent to the date hereof whose
     election, or nomination for election by the Company's
     shareholders, is approved by a vote of at least a majority of
     the then Incumbent Directors (other than an election or
     nomination of a person whose assumption of office is the result
     of an actual or threatened election contest relating to the
     election of directors of the Company, as such terms are used in
     Rule 14a-11 under the Securities Exchange Act of 1934, as
     amended from time to time (the "Exchange Act")), shall be
     considered an Incumbent Director; or

     (c)   any "person", as such term is used in Sections 13(d) and
     14(d) of the Exchange Act (other than the Company, any of its
     subsidiaries, any employee benefit plan of the Company or any
     of its subsidiaries or any entity organized, appointed or
     established by the Company for or pursuant to the terms of such
     plan), together with all "affiliates" and "associates" (as such
     terms are defined in Rule 12b-2 under the Exchange Act) of such
     person, becomes the "beneficial  owner" or "beneficial owners"
     (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
     directly or indirectly, of securities of the Company
     representing in the aggregate 20% or more of either (i) the
     then outstanding shares of Common Stock or (ii) the combined
     voting power of all then outstanding securities of the Company
     having the right under ordinary circumstances to vote in an
     election of directors to the Board ("Voting Securities") (in
     either such case other than as a result of acquisitions of such
     securities directly from the Company).

Notwithstanding the foregoing, a "Change in Control" will not have
occurred for  purposes of clause (c) solely as the result of an
acquisition of securities by the Company which,  by reducing the
number of shares of Common Stock or other Voting Securities
outstanding, increases (i) the proportionate number of shares of
Common Stock beneficially owned by any person to 20% or more of the
shares of Common Stock then outstanding or (ii) the proportionate
voting power represented by the Voting Securities beneficially owned
by any person to 20% or more of the combined voting power of all
then outstanding Voting Securities; provided, however, that if any
person referred to in clause (i) or (ii) of this sentence thereafter
becomes the beneficial owner of any additional shares of Common
Stock or other Voting Securities (other than pursuant to a stock
split, stock dividend or similar transaction), then a "Change in
Control" will have occurred for purposes of clause (c).

9.   TERM; AMENDMENT OF PLAN

The Board may discontinue the Plan at any time and may amend it from
time to time.  No amendment or discontinuation of the Plan shall
adversely affect any outstanding award without  the  Participant's
written consent. Amendments may  be  made without stockholder
approval except as required to satisfy applicable law or stock
exchange requirements.

10.  EFFECTIVE DATE

The Plan is  in accordance with a Resolutions of the Board duly
adopted and approved on September 17, 1998 and amended by Resolution
on September 10, 2002 (the "Effective Date") and a Resolution of
Stockholders on May 13, 1999 and amended by Resolutions of
Stockholders on May 11, 2000 and May 17, 2001.

11.  NEW YORK STATE LAW

The Terms of the Plan shall be governed by the laws  of the State of
New York.