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                                                                   EXHIBIT 10.37

                              PINNACLE MICRO, INC.
                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN


                  1. PURPOSE. This Plan seeks to advance the interests of
Pinnacle Micro, Inc., a California corporation (the "Company"), and its
stockholders ("Stockholders") by (a) encouraging increased share ownership by
the Company's directors who are not employees of the Company or any of its
subsidiaries, (b) enhancing the Company's ability to attract and retain the
services of experienced, able and knowledgeable persons to serve as directors
and (c) providing additional incentive for directors to contribute their best
efforts to the Company's success.

                  2. NON-QUALIFIED STOCK OPTIONS. The stock options to be
granted pursuant to this Plan ("Options" or, individually, an "Option") are
nonstatutory options and are not intended to qualify as incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended.

                  3. ADMINISTRATION. This Plan shall be administered by the
Company's board of directors (the "Board"). The Board shall have full authority,
consistent with this Plan, to interpret this Plan, to promulgate such rules and
regulations with respect to this Plan as it deems desirable and to make all
other determinations necessary or desirable for the administration of this Plan.
All decisions, determinations and interpretations of the Board shall be binding
upon all Eligible Directors (as defined in Section 5(a) hereof), the Company and
all other interested persons.

                  4. SHARES SUBJECT TO THE PLAN. The shares of stock to be
issued upon the exercise of Options shall be authorized shares of the Company's
common stock ("Shares" or, individually, "Share"), either previously unissued or
previously issued but reacquired by the Company. The aggregate number of Shares
to be issued upon the exercise of Options shall be 350,000, subject to
adjustment as provided in Section 8 below. Any Share subject to an Option which
is cancelled or terminated without having been exercised shall again be
available to be awarded under this Plan.

                  5. GRANTING OF OPTIONS.

                  (a) Eligible Director. As used herein, "Eligible Director"
means any of the Company's directors who are not officers or other employees of
the Company or any subsidiary of the Company (collectively, "Eligible Directors"
and, individually, an "Eligible Director").

                  (b) Initial Grants. The Company shall grant an initial Option
to purchase 25,000 Shares to each person who is an Eligible Director immediately
following the first annual meeting of Stockholders held on or after the
effective date of this Plan at which the Plan is approved by the Stockholders;
provided however, that if the Company has granted an Eligible Director, in the
person's role as a non-employee director, options to purchase Shares prior to
the effective date of and not pursuant to this Plan, then the Company shall
grant such Eligible Director an Option to purchase the number of Shares by which
25,000 Shares exceeds the number of Shares represented by the prior grant or
grants.

                  Thereafter, the Company shall grant an initial Option to
purchase 25,000 Shares to each person who becomes an Eligible Director (but who
previously was not an Eligible Director as of the first annual meeting of
Stockholders following the effective date of this Plan), which Option shall be
granted on the earlier of the date such person is first elected and/or appointed
as a Company director

                  (c) Automatic Grants. On the date of each annual meeting of
Stockholders, beginning in 1997, the Company shall grant an Option to purchase
10,000 Shares to each Eligible Director as of the date of such meeting (other
than to Eligible Directors who received an initial grant under Section 5(b)
hereof during the calendar

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year in which such annual meeting is held), provided that each such Eligible
Director continues in office after such annual meeting.

                  (d) No Option Grant Where Prohibited. No person shall be
granted an Option under this Plan if at the time of such grant, the grant is
prohibited by applicable law or by the policies of the employer of such person
or the policies of any other company of which such person is a member of the
board of directors or a general partner.

                  (e) Option Agreement. Each Option shall be evidenced by an
option agreement executed by the Company and the Eligible Director receiving
such Option. Each such agreement shall state the terms and conditions of the
grant, not inconsistent with this Plan, as the Board in its sole discretion
shall determine and approve.

                  (f) Option Price. The purchase price for each Share subject to
an Option shall be its Fair Market Value (as defined in paragraph 5(g) below)
determined as of the date such Option is granted (the "Grant Date").

                  (g) Definition of Fair Market Value. For the purposes of this
Plan, "Fair Market Value" of the Common Stock as of a certain date (the
"Determination Date") means: (i) if the Common Stock is listed on an established
stock exchange or any automated quotation system that provides sale quotations,
the closing sale price for a share of the Common Stock on such exchange or
quotation system on the applicable date, or if no sale of the Common Stock shall
have been made on that day, on the next preceding day on which there was a sale
of the Common Stock; (ii) if the Common Stock is not listed on any exchange or
quotation system, but bid and asked prices are quoted and published, the mean
between the quoted bid and asked prices on the applicable date, and if such
prices are not available on such day, on the next preceding day on which such
prices were available; and (iii) if the Common Stock is not regularly quoted,
the fair market value of a share of Common Stock on the applicable date
established by the Board in good faith by any fair and reasonable means. Fair
Market Value determined by the Board in good faith shall be final, binding and
conclusive on all parties.

                  (h) Nontransferability. Other than as permitted by the Board,
an Option shall be nonassignable and nontransferable other than by will or the
laws of descent and distribution.

                  6. EXERCISE OF OPTIONS.

                  (a) Vesting Schedule. Except as provided in Section 6(c)
hereof, each Option shall become exercisable on the following schedule: (i)
beginning on the first anniversary of the Grant Date, as to 33% of the Shares
covered by such Option (the "Covered Shares"), (ii) beginning on the second
anniversary of the Grant Date, as to 66% of the Covered Shares, and (iii)
beginning on the third anniversary of the Grant Date, and thereafter until the
expiration of such Option pursuant to Section 7 of this Plan, as to 100% of the
Covered Shares. Any other provision of this Plan notwithstanding, no Option
shall be exercisable as to any Shares with respect to which such Option
previously has been exercised.

                  (b) Method of Exercise. Prior to its expiration pursuant to
Section 7 hereof and in accordance with the vesting schedule outlined in Section
6(a) hereof, each Option may be exercised, in whole or in part (provided,
however, that the Company shall not be required to issue fractional shares) by
delivery of written notice of exercise to the secretary of the Company
accompanied by the full purchase price of the Shares being purchased. The
purchase price shall be paid at the time of exercise (i) in cash, (ii) in
previously held shares of the Company's common stock (subject to the
requirements of Rule 16b-3), the Fair Market Value of which, as of the date of
exercise, is equal to the Purchase Price, or (iii) by any combination of cash or
Payment Shares. The Board of Directors will establish procedures whereby an
Eligible Director may (subject to the requirements of Rule 16b-3, Regulation T,
federal income tax laws, and other federal, state and local tax and securities
laws) exercise an Option or a portion thereof without making a direct payment of
the option price to the Company. The Board shall establish 

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such administrative procedures and policies as it deems appropriate and such
procedures and policies shall be binding on any Eligible Director wishing to
utilize the cashless exercise program.

                  (c) Effect of Change in Control. In the event of a Change in
Control of the Company, all unexpired Options held by each Eligible Director on
the date of such Change in Control shall be immediately exercisable in full,
notwithstanding the vesting schedule of Section 6(a) hereof.

                  For purposes of this Plan, a "Change in Control" of the
Company shall mean the occurrence of any of the following events:

                  (i) The acquisition after the date hereof in one or more
         transactions by any "Person" (as the term person is used for purposes
         of Section 13(d) or 14(d) of the Exchange Act) of "Beneficial
         Ownership" (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of forty percent (40%) or more of the combined voting
         power of the Company's then outstanding voting securities (the "Voting
         Securities"), provided, however, that for purposes of this paragraph
         (a), the Voting Securities acquired directly from the Company by any
         Person shall be excluded from the determination of such Person's
         Beneficial Ownership of Voting Securities (but such Voting Securities
         shall be included in the calculation of the total number of Voting
         Securities then outstanding); or

                  (ii) During any period of two consecutive years during the
         term of this Plan, individuals who at the beginning of such period
         constitute the Board cease for any reason to constitute at least a
         majority thereof, unless the election of each director who was not a
         director at the beginning of such period has been approved in advance
         by directors representing at least two-thirds of the directors then in
         office who were directors at the beginning of the period; or

                  (iii) Approval by shareholders of the Company of (i) a merger
         or consolidation involving the Company if the stockholders of the
         Company immediately before such merger or consolidation do not own,
         directly or indirectly, immediately following such merger or
         consolidation, more than fifty percent (50%) of the combined voting
         power of the outstanding voting securities of the corporation resulting
         from such merger or consolidation in substantially the same proportion
         as their ownership of the Voting Securities immediately before such
         merger or consolidation, or (ii) a complete liquidation or dissolution
         of the Company or an agreement for the sale or other disposition of all
         or substantially all of the assets of the Company.

                  Notwithstanding anything in this paragraph to the contrary, a
         Change in Control shall not be deemed to occur solely because forty
         percent (40%) or more of the then outstanding Voting Securities is
         acquired by (i) a trustee or other fiduciary holding securities under
         one or more employee benefit plans maintained by the Company or any of
         its subsidiaries, or (ii) any corporation which, immediately prior to
         such acquisition, is owned directly or indirectly by the stockholders
         of the Company in the same proportion as their ownership of stock in
         the Company immediately prior to such acquisition.

                  Moreover, notwithstanding anything in this paragraph to the
         contrary, a Change in Control shall not be deemed to occur solely
         because any Person (the "Subject Person") acquires Beneficial Ownership
         of more than the permitted percentage of the outstanding Voting
         Securities as a result of an acquisition of Voting Securities by the
         Company which, by reducing the number of Voting Securities outstanding,
         increases the proportional number of shares Beneficially Owned by the
         Subject Person, provided, that if after such share acquisition by the
         Company, the Subject Person becomes the Beneficial Owner of any
         additional Voting Securities, then a Change in Control shall occur.

                  7. EXPIRATION OF OPTIONS. Except as hereinafter provided, each
Option shall expire on the earlier of (a) ten years after the Grant Date of such
Option or (b) the date that the Eligible Director holding such Option ceases to
be a member of the Board; provided, however, that to the extent any unexpired
Options are 

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otherwise exercisable on the date that an Eligible Director ceases to be a
member of the Board for any reason other than "cause", death or retirement under
a retirement plan of the Company, such Options shall remain exercisable for
twelve months following the last day of the Eligible Director's Board membership
and shall expire if not exercised within said twelve-month period. If Board
membership ceases on account of death or retirement under a retirement plan of
the Company, all unexpired Options held by the Eligible Director on the last day
of Board membership, which are then exercisable or would have become exercisable
had the Director continued as a member of the Board for one additional year,
shall be immediately exercisable and remain exercisable for 365 days following
the last day of the Eligible Director's Board membership and shall expire if not
exercised within said 365-day period. To the extent any otherwise unexpired
Options are not exercisable in accordance with the immediately preceding
sentence, they shall expire as of the date of death or the effective date of
retirement, as the case may be. All Options held by an Eligible Director whose
membership on the Board ends after the occurrence of "cause" shall expire
immediately on the last date of membership. "Cause", for the purposes of this
paragraph 7, means any (i) act or omission for which indemnification of the
Eligible Director is prohibited by the Delaware General Corporation Law, (ii)
conviction of a felony which adversely affects the Company, or (iii) misconduct
involving personal profit to the Eligible Director.

                  8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of
changes in the outstanding shares of Common Stock by reason of stock dividends,
stock splits, recapitalization, merger, consolidation, combination, or exchanges
of shares, separations, reorganizations, liquidations or similar events, the
number and class of shares of Common Stock available under the Plan in the
aggregate, the number and class of shares of Common Stock subject to Options
theretofore granted and the Option price, shall be equitably adjusted by the
Board, as determined by the Board in its sole discretion.

         Any adjustments made pursuant to this Section may provide for the
elimination of any fractional share of Common Stock which might otherwise become
subject to an Option.

                  9. TAX WITHHOLDING. Any exercise of an Option pursuant to this
Plan shall be subject to withholding of state and federal income taxes, FICA tax
or other taxes to the extent required by applicable law.

                  10. LAWS AND REGULATIONS. This Plan, the grant and exercise of
Options under this Plan, and the obligation of the Company to sell or deliver
any of its securities (including, without limitation, Options and Shares) under
this Plan shall be subject to all applicable laws, regulations and rules. In the
event that the Shares are not registered under the Securities Act of 1933 (the
"Act") or any applicable state securities laws prior to the delivery of such
Shares, the Company may require, as a condition to the issuance thereof, that
the persons to whom Shares are to be issued represent and warrant in writing to
the Company that such Shares are being acquired by him or her for investment for
his or her own account and not with a view to, for resale in connection with, or
with an intent of participating directly or indirectly in, any distribution of
such Shares within the meaning of the Act, and a legend to that effect may be
placed on the certificates representing the Shares.

                  11. TERMINATION AND AMENDMENT OF THIS PLAN. The Board may at
any time terminate this Plan or may at any time or times amend this Plan or
amend any outstanding Options for the purpose of satisfying the requirements of
any changes in applicable laws or regulations or for any other purpose which at
the time may be permitted by law.

                  12. EFFECTIVE DATE. This Plan shall become effective on the
date of approval by the Board; provided, however, that this Plan shall be
submitted to the Stockholders for approval, and if not approved by the
Stockholders within one year from the date of approval by the Board, this Plan
shall be of no force and effect. Options granted under this Plan before approval
of this Plan by the Stockholders shall be granted subject to such approval and
shall not be exercisable before such approval.


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