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                                                                    EXHIBIT 10.2

                                  APPENDIX A

            SOUND SOURCE INTERACTIVE, INC. 1999 DIRECTOR STOCK PLAN

                       ARTICLE 1 -- PURPOSE OF THE PLAN

  The purpose of the Sound Source Interactive, Inc. 1999 Director Stock Plan
is to promote the long-term growth of Sound Source Interactive, Inc.
(hereinafter sometimes referred to as the "Corporation") by increasing the
proprietary interest of Directors in the Corporation and to attract and retain
highly qualified and capable Directors.

                           ARTICLE II -- DEFINITIONS

  Unless the context clearly indicates otherwise, the following terms shall
have the following meanings:

  2.1 "Accrued Retainer" means the amount of unpaid annual cash retainer fee
payable by the Corporation to any Director or former Director for services as
a director of the Corporation, which is accrued as of the Effective Date.

  2.2 "Annual Retainer" means the annual cash retainer fee payable by the
Corporation to a Director for services as a director of the Corporation, as
such amount may be changed from time to time.

  2.3 "Award" means an award granted to a Director under the Plan in the form
of Options or Shares, or any combination thereof.

  2.4 "Board" means the Board of Directors of Sound Source Interactive, Inc.

  2.5 "Corporation" means Sound Source Interactive, Inc.

  2.6 "Director" means a director of the Corporation (and for purposes of
Section 9.1(a) only, a former director of the Corporation).

  2.7 "Effective Date" has the meaning set forth in Article XII.

  2.8 "Fair Market Value" means, with respect to the value of the Shares on
any date: (i) if the principal market for the Common Stock is a national
securities exchange or if the Shares are quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the closing sales
price of the Shares on such day as reported by such exchange or NASDAQ, or on
a consolidated tape reflecting transactions on such exchange or NASDAQ; or
(ii) if the principal market for the Shares are not a national securities
exchange and the Shares are not quoted on NASDAQ, the mean between the highest
bid and lowest asked prices for the Shares on such day as reported by the
National Quotation Bureau, Inc.; provided that if clauses (i) and (ii) of this
paragraph are all inapplicable, or if no trades have been made or no quotes
are available for such day, the Fair Market Value of the Shares shall be
determined by the Board of Directors or the Committee, as the case may be,
which determination shall be conclusive as to the Fair Market Value of the
Shares.

  2.9 "Option" means an option to purchase Shares award under Article VIII or
IX which does not meet the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended, or any successor law.

  2.10 "Option Grant Date" means the date upon which an Option is granted to a
Director.

  2.11 "Optionee" means a Director of the Corporation to whom an Option has
been granted or, in the event of such Director's death prior to the expiration
of an Option, such Director's executor, administrator, beneficiary or similar
person, or, in the event of a transfer permitted by Article VII hereof, such
permitted transferee.

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  2.12 "Plan" means the Sound Source Interactive, Inc. 1999 Director Stock
Plan, as amended and restated from time to time.

  2.13 "Shares" means shares of the common stock, par value $.001 per share,
of the Corporation.

  2.14 "Stock Award Date" means the date on which Shares are awarded to a
Director.

  2.15 "Stock Option Agreement" means a written agreement between a Director
and the Corporation evidencing an Option.

                   ARTICLE III -- ADMINISTRATION OF THE PLAN

  3.1 ADMINISTRATOR OF THE PLAN. The Plan shall be administered by the
Compensation Committee of the Board (the "Committee").

  3.2 AUTHORITY OF COMMITTEE. The Committee shall have full power and
authority to: (i) interpret and construe the Plan and adopt such rules and
regulations as it shall deem necessary and advisable to implement and
administer the Plan, and (ii) designate persons other than members of the
Committee to carry out its responsibilities, subject to such limitations,
restrictions and conditions as it may prescribe, such determinations to be
made in accordance with the Committee's best business judgment as to the best
interests of the Corporation and its stockholders and in accordance with the
purposes of the Plan. The Committee may delegate administrative duties under
the Plan to one or more agents as it shall deem necessary or advisable.

  3.3 DETERMINATIONS OF COMMITTEE. A majority of the Committee shall
constitute a quorum at any meeting of the Committee, and all determinations of
the Committee shall be made by a majority of its members. Any determination of
the Committee under the Plan may be made without notice or a meeting of the
Committee by a written consent signed by all members of the Committee.

  3.4 EFFECT OF COMMITTEE DETERMINATIONS. No member of the Committee or the
Board shall be personally liable for any action or determination made in good
faith with respect to the Plan or any Award or to any settlement of any
dispute between a Director and the Corporation. Any decision or action taken
by the Committee or the Board with respect to an Award or the administration
or interpretation of the Plan shall be conclusive and binding upon all
persons.

                      ARTICLE IV -- AWARDS UNDER THE PLAN

  Awards in the form of Options shall be granted to Directors in accordance
with Article VIII. Deferred Contingent Shares may be granted to Directors in
accordance with Article IX. Each option granted under the Plan shall be
evidenced by a Stock Option Agreement.

                           ARTICLE V -- ELIGILIBITY

  Directors (and, with respect to Deferred Contingent Shares issuable in
satisfaction of Accrued Retainers, former Directors) of the Corporation shall
be eligible to participate in the Plan in accordance with Articles VIII and
IX.

                   ARTICLE VI -- SHARES SUBJECT TO THE PLAN

  Subject to adjustment as provided in Article XII, the aggregate number of
Shares which may be issued upon the award of Shares and the exercise of
Options shall not exceed 1,000,000 Shares. To the extent that Shares subject
to an outstanding Option are not issued or delivered by reason of the
expiration, termination, cancellation or forfeiture of such Option or by
reason of the delivery of Shares (either actually or by attestation) to pay
all or a portion of the exercise price of such Option, then such Shares shall
again be available under the Plan.

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                 ARTICLE VII -- NONTRANSFERABILITY OF OPTIONS

  All Options granted under the Plan shall not be transferable by a Director
during his or her lifetime and may not be assigned, exchanged, pledged,
transferred or otherwise encumbered or disposed of except by court order, will
or by the laws of descent and distribution. Notwithstanding the foregoing, in
the event Options may be transferable without failing to comply with Rule 16b-
3 under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"),
then each Option shall be transferable to the extent set forth in the related
Stock Option Agreement, as determined by the Committee (provided that all
Options granted under Article VIII with the same Option Grant Date shall have
identical provisions relating to the transferability of such Options). In the
event that any Option is thereafter transferred as permitted by the preceding
sentence, the permitted transferee thereof shall be deemed the Optionee
hereunder. Options shall be exercisable during the Optionee's lifetime only by
the Optionee or by the Optionee's guardian, legal representative or similar
person.

                            ARTICLE VIII -- OPTIONS

  Each Director shall be granted Options, subject to the following terms and
conditions:

  8.1 TIME OF GRANT. On the first business day of July of each year (or, if
later, on the date on which a person is first elected or begins to serve as a
Director), each person who is a Director shall be granted an Option to
purchase 10,000 Shares (which number shall be pro-rated if such Director is
first elected or begins to serve as a Director on a date other than the date
of an annual meeting of stockholders).

  8.2 PURCHASE PRICE. The purchase price per Share under each Option granted
pursuant to this Article shall be 100% of the Fair Market Value per Share on
the Option Grant Date.

  8.3 EXERCISE OF OPTIONS. Each Option granted pursuant to this Article shall
become exercisable as to 50% of the Shares subject to the Option on the first
anniversary of the Optoin Grant Date and as to the remaining 50% of the Shares
subject to the Option on the second anniversary of the Option Grant Date. In
no event shall the period of time over which the Option may be exercised
exceed ten years from the Option Grant Date. An Option, or portion thereof,
may be exercised in whole or in part only with respect to whole Shares.

  Shares shall be issued to the Optionee pursuant to the exercise of an Option
only upon receipt by the Corporation from the Optionee of payment in full
either in cash or by surrendering (or attesting to the ownership of) Shares
together with proof acceptable to the Committee that such Shares have been
owned by the Optionee for at least six (6) months prior to the date of
exercise of the Option, or a combination of cash and Shares, in an amount or
having a combined value equal to the aggregate purchase price for the Shares
subject to the Option or portion thereof being exercised. The Shares issued to
an Optionee for the portion of any Option exercised by attesting to the
ownership of shares shall not exceed the number of Shares issuable as a result
of such exercise (determined as though payment in full therefore were being
made in cash) less the number of Shares for which attestation of ownership is
submitted. The value of owned Shares submitted (directly or by attestation) in
full or partial payment for the Shares purchased upon exercise of an Option
shall be equal to the aggregate Fair Market Value of such owned Shares on the
date of the exercise of such Option.

         ARTICLE IX -- ELECTION TO RECEIVE CONTINGENT DEFERRED SHARES

  9.1 PROCEDURE FOR ACCRUED RETAINER. On the Effective Date, Shares shall be
identified pursuant to this Article as being for the contingent benefit of
each Director for the full amount of the Accrued Retainer payable to such
Director.

  9.2 ELECTION PROCEDURE FOR ANNUAL RETAINER.

    (a) On the Effective Date, Shares shall be irrevocably identified
  pursuant to this Article as being for the contingent benefit of each
  Director for the full amount of the Annual Retainer payable to such
  Director for the period commencing on the Effective Date and ending on June
  30, 2000.

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    (b) On the first business day of July of each year commencing with 2000,
  Shares shall be identified pursuant to this Article as being for the
  contingent benefit of each Director who, at least six (6) months prior
  thereto, files with the Committee or its designee a written election to
  receive Shares in lieu of all or a portion of such Director's Annual
  Retainer. In the event a Director does not file a written election in
  accordance with the preceding sentence by reason of becoming a Director
  after the date which is six (6) months prior to the first business day of
  July in any year, Shares shall be identified as being for the contingent
  benefit of such Director as of the first day (the "Effective Election
  Date") which is six (6) months after the date such Director files with the
  Committee or its designee a written election to receive Shares in lieu of
  all or a portion of such Director's Annual Retainer; provided, however,
  that such an election may apply only to the portion of such Director's
  Annual Retainer determined by multiplying such Director's Annual Retainer
  by a fraction, the numerator of which is the number of days from and
  including the Effective Election Date to and including the last day of the
  period for which such Annual Retainer would otherwise be payable, and the
  denominator of which is 365 or 366, as the case may be. An election
  pursuant to the first sentence of this Section 9.2(b) may be revoked or
  changed only on or prior to the date which is six (6) months prior to the
  first business day of the following July. An election pursuant to the
  second sentence of this Section 9.2(b) shall be irrevocable.


  9.3 TERM OF DEFERRAL. Receipt of Shares identified as being for the
contingent benefit of a Director pursuant to Sections 9.1 or 9.2 shall be
deferred until such Director's retirement, resignation, disability, death or
termination (other than termination resulting in forfeiture as described in
Section 9.9), or in the event of emergency or necessity, as hereinafter
provided.

  9.4 ACCOUNTING. The Committee shall cause records to be kept in the name of
each Director participating pursuant to Sections 9.1 or 9.2 which shall
reflect the number of contingent Shares deferred by that Director.

  9.5 CONTINGENCY. Until and except to the extent that deferred Shares
hereunder are distributed to or vested in the Directors or beneficiaries from
time to time in accordance with orders of the Committee, the interest of each
Director and beneficiary therein is contingent only and is subject to
forfeiture as provided in Section 9.9. Title to and beneficial ownership of
the Shares, which the Corporation will identify as subject to its contingent
obligation hereunder, shall at all times remain in the Corporation; and no
Director or beneficiary shall under any circumstances acquire any property
interest in any specific assets of the Corporation.

  9.6 METHOD OF PAYMENT.

    (a) In order to meet its contingent Share obligation hereunder, the
  Corporation shall each year set aside shares in an amount equal to the
  total amounts deferred for such year under this Article IX.

    (b) In the event of vesting, or upon the retirement, resignation,
  disability, death or termination (other than termination resulting in
  forfeiture as described in Section 9.9) of a Director, the number of
  contingent deferred Shares payable to such Director of his beneficiary
  shall be determined as of that date. If the Committee, in the exercise of
  its discretion provided in Section 9.7, determines to make installment
  distributions of such amount, the Corporation shall continue to set aside
  Shares in an amount equal of the unpaid balance of such obligation to pay
  Shares.

  9.7 METHOD OF DISTRIBUTION. The Committee shall from time to time determine
the time and manner of making distributions of contingent deferred Shares in
case of the retirement, resignation, disability, or death of a Director or in
the event of an emergency or necessity affecting the personal or family
affairs of any Director of beneficiary of a deceased Director by such methods
as it shall find appropriate for providing incentive to Directors for their
continued service on behalf of the Corporation. Commencement of distribution
in each case may be deferred by the Committee, but (subject to Section 9.9)
not beyond one year after the retirement, disability or death of the Director
or, in the case of a Director who shall have resigned, not beyond one year
after such Director reaches the age of 65 or incurs a disability or dies. In
the case of a Director's death before distribution is completed, the balance
may be distributed in a lump sum or on an installment basis as the Committee
may determine.

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  9.8 DESIGNATION OF BENEFICIARIES. Each Director shall have the right to
designate beneficiaries who are to succeed to such Director's contingent right
to receive future payments hereunder in the event of death. In case of the
failure of a Director to make a designation or the death of a designated
beneficiary without the Director having designated a successor, distribution
shall be made to the Director's estate. No designation of beneficiaries shall
be valid unless it is in writing, signed by the Director, dated, and filed
with the Committee. Beneficiaries may be changed without the consent of any
prior beneficiaries.

  9.9 POSSIBLE FORFEITURE OF SHARES.

    (a) The contingent right of a Director or beneficiary to receive deferred
  Shares hereunder shall be forfeited upon the occurrence of any one or more
  of the following events:

      (1) If the Director is discharged for cause by the Corporation or a
    subsidiary thereof; or

      (2) If the Director shall enter into a business or employment which
    the Committee determines to be (i) detrimentally competitive with the
    business of the Corporation or a subsidiary, and (ii) substantially
    injurious to the corporation's financial interests;

    (b) The Committee may at any time and from time to time order all or any
  part of the value of the contingent right of a Director or beneficiary to
  receive future Shares to be vested and no longer subject to forfeiture, and
  may order payment of the amounts so vested on dates specified in such
  orders, if it finds such action appropriate in the circumstances.

  9.10 NUMBER OF SHARES. The number of Shares identified pursuant to this
Article shall be the number of whole Shares equal to (i) the portion of the
Accrued Retainer or the Annual Retainer which pursuant to Sections 9.1 or 9.2
is payable in Shares, divided by (ii) the Fair Market Value per Share on the
date stock is identified as contingent deferred stock of the Director (which
will occur either on July 1st of the year of election or on the Effective
Date, whichever is applicable). Any fraction of a Share shall be disregarded
and the remaining amount of such Accrued Retainer or Annual Retainer, as
applicable, shall be paid to the Director in cash and shall not be deferred
pursuant to this Article.

  9.11 CHARACTERIZATION OF THE RELATIONSHIPS BY THIS ARTICLE. Nothing
contained herein shall be deemed to create a trust of any kind or create any
fiduciary relationship. Shares identified hereunder shall continue for all
purposes to be treasury stock held by the Corporation, and no person other
than the Corporation shall, by virtue of the provisions of this Article IX,
have any interest in such Shares. To the extent that any person acquires a
right to receive Shares from the Corporation under this Article IX, such right
shall be no greater than the right of any unsecured general creditor of the
Corporation.

                    ARTICLE X -- AMENDMENT AND TERMINATION

  The Board may amend the Plan from time to time or terminate the Plan at any
time; provided, however, that no action authorized by this Article shall
adversely change the terms and conditions of an outstanding Option without the
Optionee's consent and, subject to Article XII, the number of Shares subject
to an Option granted under Article VIII, the purchase price therefor, the date
of grant of any such Option and the termination provisions relating to such
Option, shall not be amended more than once every six (6) months, other than
to comply with changes in the Internal Revenue Code of 1986, as amended, or
any successor law, or the Employee Retirement Income Security Act of 1986, as
amended, or any successor law, or the rules and regulations thereunder.

                      ARTICLE XI -- ADJUSTMENT PROVISIONS

  11.1 If the Corporation shall at any time change the number of issued Shares
without new consideration to the Corporation (such as by stock dividend, stock
split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other changes in corporate structure affecting the Shares) or
make a distribution of cash or property which has a substantial impact on the
value of issued Shares, the total number of Shares reserved for issuance under
the Plan shall be appropriately adjusted and the number of Shares covered by
each outstanding Option and the purchase price per Share under each
outstanding Option and the number of Shares underlying Options to be issued
annually pursuant to Section 8.1 shall be adjusted so that the aggregate
consideration payable to the Corporation and the value of each such Option
shall not be changed.

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  11.2 Notwithstanding any other provision of the Plan, and without affecting
the number of Shares reserved or available hereunder, the Committee shall
authorize the issuance, continuance or assumption of outstanding Options or
provide for other equitable adjustments after changes in the Shares resulting
from any merger, consolidation, sale of assets, acquisition of property or
stock, recapitalization, reorganization or similar occurrence in which the
Corporation is the continuing or surviving corporation, upon such terms and
conditions as it may deem necessary to preserve Optionees' rights under the
Plan.

  11.3 In the case of any sale of assets, merger, consolidation or combination
of the Corporation with or into another corporation other than a transaction
in which the Corporation is the continuing or surviving corporation and which
does not result in the outstanding Shares being converted into or exchanged
for different securities, cash or other property, or any combination thereof
(an "Acquisition"), any Optionee who holds an outstanding Option shall have
the right (subject to the provisions of the Plan and any limitation applicable
to the Option) thereafter and during the terms of the Option, to receive upon
exercise thereof the Acquisition Consideration (as defined below) receivable
upon the Acquisition by a holder of the number of Shares which would have been
obtained upon exercise of the Option or portion thereof, as the case may be,
immediately prior to the Acquisition. The term "Acquisition Consideration"
shall mean the kind and amount of shares of the surviving or new corporation,
cash, securities, evidence of indebtedness, other property or any combination
thereof receivable in respect of one Share of the Corporation upon
consummation of an Acquisition.

                         ARTICLE XII -- EFFECTIVE DATE

  The Plan shall be submitted to the stockholders of the Corporation for
approval at the next annual meeting of stockholders and, if approved by a
majority of all the votes cast at such annual meeting of stockholders, shall
become effective as of the date of such approval (the "Effective Date"). If
stockholder approval is not obtained at such annual meeting of stockholders,
the Plan shall be nullified.


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