Exhibit 10.94

                              COMPUTONE CORPORATION

                           2000 EQUITY INCENTIVE PLAN
                      FOR OUTSIDE DIRECTORS AND CONSULTANTS
                      -------------------------------------

     Computone Corporation,  a corporation organized under the laws of the State
of  Delaware,  hereby  sets forth its 2000  Equity  Incentive  Plan for  Outside
Directors and  Consultants,  which provides for the grant of nonqualified  stock
options to Outside  Directors (as  hereinafter  defined) and  consultants of the
Company.  This Plan shall become  effective upon its approval by stockholders of
the Company in accordance with Section 5(m) hereof.

     1.   DEFINITIONS.  Whenever the following terms are used in this Plan, they
shall have the meanings  specified below unless the context clearly indicates to
the contrary:

          "Affiliate"  shall mean any  corporation  or other entity in which the
Company owns,  directly or indirectly,  25% or more of the voting stock or other
voting equity securities.

          "Board" shall mean the Board of Directors of the Company.

          "Code"  shall mean the  Internal  Revenue  Code of 1986,  as  amended.
Reference  to a specific  section of the Code shall  include such  section,  any
regulation  promulgated  thereunder and any  comparable  provision of any future
legislation amending, supplementing or superseding such section.

          "Committee"  shall mean shall mean the committee of the Board that has
been appointed to administer this Plan pursuant to Section 2 of this Plan or, in
the absence thereof, the Board shall serve as the Committee.

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

          "Company" shall mean Computone Corporation, a Delaware corporation.

          "Consultant"  shall mean a  consultant  to the Company or a subsidiary
(as  defined in Section  424 of the Code) of the Company who is in a position in
which  his  decisions,   actions  and  counsel  significantly  impact  upon  the
profitability and success of the Company or any subsidiary of the Company.

          "Director" shall mean a member of the Board or any member of the Board
of Directors of any subsidiary of the Company.

          "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

          "Fair  Market  Value" of the  Common  Stock on any date shall mean the
closing  price of the Common Stock for such date, as reported in The Wall Street
Journal,  or  if  not  so  reported,  as  otherwise  reported  by  the  National
Association of Securities Dealers Automated  Quotation  ("Nasdaq") System, or if
the Common Stock is not reported by Nasdaq, the fair market value shall

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be as determined  by the Board.  If no closing price is reported for the date in
question,  the next  preceding date for which such sale prices were quoted shall
be used.

          "Option"  shall mean a  nonqualified  stock option to purchase  Common
Stock granted under the provisions of Section 4 hereof.

          "Optionee" shall mean a person to whom an Option is granted.

          "Outside Director" shall mean a Director who is not an employee of the
Company or any Affiliate of the Company.

          "Plan"  shall  mean  this  2000  Equity  Incentive  Plan  for  Outside
Directors and Consultants.

          "Termination  of Service" shall mean such time as (i) a Director shall
cease to serve as such or (ii) a  Consultant  shall  cease to have a  consulting
relationship with the Company or any subsidiary of the Company.

     2.   Administration.
          --------------

          (a)  COMPOSITION OF THE COMMITTEE.  This Plan shall be administered by
the  Committee,  which  shall  consist  of at least  one  Director  who shall be
appointed  by and serve at the  pleasure  of the  Board,  or by the Board in the
absence of the appointment of the Committee. No person who serves as a member of
the Committee shall have been, or shall be, granted an award under this Plan, or
an option or other  award  under any  other  plan of the  Company  or any of its
Affiliates, except for participation in any plan in which participation would be
permitted in accordance with the applicable rules of the Securities and Exchange
Commission  relating to  disinterested  administration  under the Exchange  Act.
Subject to the  foregoing,  from time to time the Board may increase or decrease
the size of the Committee,  appoint additional  members thereof,  remove members
with or without  cause,  appoint  new  members in  substitution  therefor,  fill
vacancies or remove all members of the Committee and thereafter  administer this
Plan directly.

          (b)  DUTY AND POWERS OF THE COMMITTEE. The Committee shall conduct the
general  administration  of this Plan in  accordance  with its  provisions.  The
Committee  shall have the power to  interpret  this Plan and the  Options and to
adopt rules for the administration,  interpretation and application of this Plan
as are  consistent  therewith and to interpret,  amend or revoke any such rules.
The Committee shall have the discretion to determine who will be granted Options
and to determine the number of Options to be granted to any Outside  Director or
Consultant, the timing of such grant and the terms of exercise.

          (c)  COMMITTEE  ACTIONS.  The  Committee  may act  either by vote of a
majority  of its  members  at a  meeting  or by a  memorandum  or other  written
instrument  signed by all members of the Committee before or after the action is
taken.

          (d)  COMPENSATION;   PROFESSIONAL  ASSISTANCE;   GOOD  FAITH  ACTIONS.
Members of the Committee shall not receive any  compensation  for their services
in  administering  this Plan,  but all  expenses and  liabilities  they incur in
connection with the  administration  of this Plan shall be borne by the Company.
The  Committee  may,  with  the  approval  of  the  Board,   employ   attorneys,
consultants,  accountants or other persons.  The Committee,  the Company and the
officers and

<PAGE>

directors of the Company shall be entitled to rely upon the advice,  opinions or
valuations of any such persons.  All actions taken and all  interpretations  and
determinations  made by the  Committee  in good faith shall be final and binding
upon all Optionees,  the Company and all other interested  persons. No member of
the  Committee  shall be  personally  liable for any  action,  determination  or
interpretation made in good faith with respect to this Plan.

     3.   Shares Subject to this Plan.
          ---------------------------

     (a)  LIMITATIONS. The shares of stock issuable pursuant to Options shall be
shares  of Common  Stock.  The total  number of such  shares  that may be issued
pursuant to Options  granted under this Plan shall not exceed  500,000 shares of
Common Stock in the aggregate.

     (b)  EFFECT OF UNEXERCISED OR CANCELLED OPTIONS. If an Option expires or is
cancelled  for any reason  without  having been fully  exercised or vested,  the
number of shares  subject to such Option that were not purchased or did not vest
prior to such expiration or cancellation  may again be made subject to an Option
granted hereunder.

     (c)  CHANGES  IN  CAPITALIZATION.  Subject  to any  required  action by the
stockholders  of the Company,  the number of shares of Common  Stock  covered by
each outstanding  Option and the number of shares of Common Stock that have been
authorized for issuance under this Plan but as to which no Options have yet been
granted or which have been returned to this Plan upon cancellation or expiration
of an  Option,  as well as the price per share of Common  Stock  covered by each
such outstanding Option,  shall be proportionately  adjusted for any increase or
decrease in the number of issued shares of Common Stock  resulting  from a stock
split,  reverse stock split, stock dividend,  combination or reclassification of
the  Common  Stock or any other  increase  or  decrease  in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided,  however, that conversion of any convertible securities of the Company
into Common Stock in  accordance  with the terms  thereof shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be
made by the  Committee,  whose  determination  in that  respect  shall be final,
binding and  conclusive  on the Company and the  Optionees.  Except as expressly
provided herein,  no issuance by the Company of shares of stock of any class, or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

     (d)  DISSOLUTION OR LIQUIDATION.  In the event of the proposed  dissolution
or  liquidation  of  the  Company,   all  outstanding   Options  will  terminate
immediately prior to the consummation of such proposed action,  unless otherwise
provided by the Committee.  The Committee may, in the exercise of its discretion
in such instances, declare that any Option shall terminate as of a date fixed by
the Committee and give each Option holder the right to exercise his Option as to
all or any part of the shares of Common Stock  covered by the Option,  including
shares as to which the Option would not otherwise be exercisable.

     (e)  SALE  OR  MERGER.   In  the  event  of  a  proposed  sale  of  all  or
substantially  all of the assets of the  Company,  or the merger of the  Company
with or into another  corporation,  the  Committee,  in the exercise of its sole
discretion,  may take such  action  as it deems  desirable,  including,  but not
limited  to: (i) causing an Option to be assumed or an  equivalent  option to be
substituted  by the  successor  corporation  or a parent or  subsidiary  of such
successor  corporation,  (ii)  providing  that each Option holder shall have the
right to exercise his Option as to all of the shares of

<PAGE>

Common  Stock  covered by the  Option,  including  shares as to which the Option
would not  otherwise  be  exercisable  or (iii)  declaring  that an Option shall
terminate at a date fixed by the  Committee,  provided that the Option holder is
given notice and  opportunity  to exercise the then  exercisable  portion of his
Option prior to such date.

     4.   Stock Options.
          -------------

          (a)  Granting of Options.
               -------------------

               (i)  ELIGIBILITY.  Each Outside  Director and Consultant shall be
eligible to be granted Options.


               (ii) GRANTING OF OPTIONS. Options may be granted by the Committee
at any time and from  time to time  while  this  Plan  shall be in  effect.  The
Committee  shall have the  authority  to  determine  the Outside  Directors  and
Consultants to whom Options are granted,  the number of Options to be granted to
each and the timing and vesting of each grant.  The  Committee's  determinations
with respect to Options  granted  under this Plan need not be uniform and may be
made selectively  among Outside  Directors and Consultants as the Committee,  in
its discretion, shall determine.

               (iii)TYPE OF OPTIONS.  All Options  granted under this Plan shall
be options not intended to qualify as incentive  stock options under Section 422
of the Code.

          (b)  Terms of Options.
               ----------------

               (i)  OPTION  AGREEMENT.  Each  Option  shall  be  evidenced  by a
written stock option agreement that shall (A) be executed by the Optionee and on
behalf of the Company and (B) contain such terms and conditions as the Committee
determines are required or appropriate under this Plan.

               (ii) OPTION PRICE.  The exercise  price of the shares  subject to
each Option shall be not less than 100% of the Fair Market Value for such shares
on the date the Option is granted.

               (iii)DATE OF GRANT.  The date on which an Option  shall be deemed
to have  been  granted  under  this  Plan  shall be the date of the  Committee's
authorization  of the  Option or such  later  date as may be  determined  by the
Committee at the time the Option is authorized.

               (iv) EXERCISE TERM.  Each stock option  agreement shall state the
period or periods of time within which the Option may be exercised,  in whole or
in part,  as  determined  by the  Committee,  provided  that no Option  shall be
exercisable after ten years from the date of grant thereof.  The Committee shall
have the power to permit an  acceleration  of  previously  established  exercise
terms, subject to the requirements set forth herein, upon such circumstances and
subject to such terms and conditions as the Committee deems appropriate.

               (v)  RIGHTS  UPON  TERMINATION  OF  SERVICE.  Upon an  Optionee's
Termination of Service, for any reason other than death, the Optionee shall have
the right to exercise the Option during its term within a period of three months
after such termination to the extent that the Option was exercisable at the time
of termination, or within such other period, and

<PAGE>

subject to such terms and conditions,  as may be specified by the Committee.  In
the event  that an  Optionee  dies  prior to the  expiration  of his  Option and
without  having fully  exercised his Option,  the Optionee's  representative  or
successor  shall have the right to exercise the Option  during its term within a
period of one year after  Termination of Service due to death to the extent that
the Option was exercisable at the time of Termination of Service, or within such
other period,  and subject to such terms and conditions,  as may be specified by
the Committee.

          (c)  Exercise of Options.
               -------------------

               (i)  PERSON  ELIGIBLE  TO  EXERCISE.  During the  lifetime of the
Optionee, only the Optionee may exercise an Option or any portion thereof. After
the death of the Optionee, any exercisable portion of an Option may be exercised
by the Optionee's  personal  representative  or by any person empowered to do so
under the deceased  Optionee's will or under the then applicable laws of descent
and distribution. The Company may require appropriate proof from any such person
of such person's right to exercise the Option or any portion thereof.

               (ii) FRACTIONAL  SHARES.  The  Company  shall not be  required to
issue fractional shares upon the exercise of an Option and, at its election, may
round the number of shares  downward to the next lesser  whole  number of shares
and pay in cash the  value of the  fractional  shares  based on the Fair  Market
Value of one share on the date of exercise.

               (iii)MANNER OF EXERCISE.  Options may be exercised in whole or in
part,  from time to time, by giving  written  notice of exercise to the Company,
specifying  the  number of shares to be  purchased.  The  purchase  price of the
shares  with  respect to which an Option is  exercised  shall be payable in full
with the notice of exercise  in cash,  Common  Stock at Fair  Market  Value or a
combination  thereof,  as the  Committee  may  determine  from  time to time and
subject to such terms and  conditions  as may be prescribed by the Committee for
such purpose.  Alternatively,  an Optionee may exercise his Option pursuant to a
cashless or "net" exercise.  If this method of exercise is elected, the Optionee
will receive a number of shares of Common Stock  calculated  using the following
formula:

               X = Y(A-B)
                   ------
                     A

Where:         X  =  the number of shares to be issued to the Optionee
               Y  =  the total number of shares purchasable under the Option
               A  =  the current Fair Market Value of one share of Common Stock
               B  =  the Option exercise price

No fractional  shares shall be issued upon the "net"  exercise of an Option.  In
lieu  thereof,  cash may be paid in an amount equal to the value of the fraction
or, if the Committee so determines, the number of shares may be rounded downward
to the next whole share.  The Committee may also, in its  discretion and subject
to prior notification to the Company by an Optionee, permit an Optionee to enter
into an  agreement  with the  Company's  transfer  agent or a brokerage  firm of
national standing whereby the Optionee will  simultaneously  exercise the Option
and sell the shares  acquired  thereby  through the Company's  transfer agent or
such a brokerage firm and either the Company's

<PAGE>

transfer  agent or the  brokerage  firm  executing  the sale  will  remit to the
Company from the  proceeds of sale the exercise  price of the shares as to which
the Option has been exercised.

               (iv) RIGHTS OF  STOCKHOLDERS.  An Optionee shall not be, nor have
any of the rights of, a stockholder of the Company in respect to any shares that
may be purchased  upon the exercise of any Option or portion  thereof unless and
until  certificates  representing such shares have been issued by the Company to
such Optionee following the exercise of the Option as to such number of shares.

               (v)  GENERAL  RESTRICTIONS.  Each Option  granted under this Plan
shall be subject to the  requirement  that, if at any time the  Committee  shall
determine that (i) the listing,  registration or  qualification of the shares of
Common Stock subject or related  thereto upon any  securities  exchange or under
any state or federal  law, or (ii) the  consent or  approval  of any  government
regulatory  body, or (iii) the  satisfaction  of any tax payment or  withholding
obligation or (iv) an agreement by the Optionee with respect to the  disposition
of shares of Common  Stock,  is  necessary  or desirable as a condition of or in
connection  with the  granting  of such  Option or the  issuance  or purchase of
shares of Common Stock  thereunder,  such Option shall not be exercised in whole
or in part unless such listing, registration,  qualification, consent, approval,
payment,  withholding or agreement  shall have been effected or obtained free of
any conditions not acceptable to the Committee.

     5.   Miscellaneous Provisions.
          ------------------------

          (a)  NO ASSIGNMENT OR TRANSFER. No Option or interest or right therein
or part thereof shall be liable for the debts,  contracts, or engagements of the
Optionee or his successors in interest nor shall it be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means,  whether such  disposition is voluntary or involuntary or by operation of
law by judgment,  levy, attachment,  garnishment or any other legal or equitable
proceedings (including bankruptcy),  and any attempted disposition thereof shall
be null and void and of no  effect;  provided,  however,  that  nothing  in this
Section  5(a)  shall  prevent  transfers  by will or by the  applicable  laws of
descent and distribution.

          (b)  AMENDMENT,  SUSPENSION OR TERMINATION OF THIS PLAN. This Plan may
be wholly or partially amended or otherwise modified, suspended or terminated at
any  time  or  from  time to time  by the  Committee,  subject  to any  required
stockholder  approval or any  stockholder  approval  that the Committee may deem
advisable for any reason,  such as for the purpose of obtaining or retaining any
statutory  or  regulatory  benefits  under  tax,  securities  or  other  laws or
satisfying any applicable stock exchange or Nasdaq listing requirements. Neither
the  amendment,  suspension  nor  termination  of this Plan  shall,  without the
consent of the  Optionee,  alter or impair any rights or  obligations  under any
outstanding Option. No Option may be granted during any period of suspension nor
after termination of this Plan.

          (c)  WITHHOLDING.  Whenever  the  Company  proposes  or is required to
issue or transfer shares of Common Stock under this Plan, the Company shall have
the right to require the recipient to remit to the Company an amount  sufficient
to satisfy any federal, state or local withholding tax requirements prior to the
delivery of any certificate for such shares.  If and to the extent authorized by
the  Committee,  in its sole  discretion,  an Optionee may make an election,  by
means of a form of election to be prescribed by the Committee, to have shares of
Common  Stock that are  acquired  upon  exercise  of an Option  withheld  by the
Company or to tender other shares of

<PAGE>

Common  Stock or other  securities  of the Company  owned by the Optionee to the
Company at the time of exercise of an Option to pay the amount of tax that would
otherwise  be  required  by law to be withheld by the Company as a result of any
exercise  of an Option.  Any such  election  shall be  irrevocable  and shall be
subject to termination by the Committee,  in its sole  discretion,  at any time.
Any securities so withheld or tendered will be valued by the Committee as of the
date of exercise.

          (d)  RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep  available  such number of shares as shall be
sufficient to satisfy the requirements of this Plan. Inability of the Company to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the  Company's  counsel to be necessary to the lawful  issuance and
sale of any shares hereunder, shall relieve the Company of any liability for the
failure to issue or sell such shares as to which such requisite  authority shall
not have been obtained.

          (e)  DURATION OF THIS PLAN. This Plan shall remain in effect until all
Options  granted under this Plan have been  satisfied by the issuance of shares,
but no Option shall be granted more than ten years after the earlier of the date
this  Plan  is  adopted  by  the  Company  or  is  approved  by  the   Company's
stockholders.

          (f)  NO  PROHIBITION  ON CORPORATE  ACTION.  No provision of this Plan
shall be  construed  to prevent the  Company or any officer or Director  thereof
from taking any action  deemed by the Company or such  officer or Director to be
appropriate or in the Company's best interest,  whether or not such action could
have an adverse  effect on this Plan or any Options  granted  hereunder,  and no
Director or Director's estate, personal representative or beneficiary shall have
any claim against the Company or any officer or Director  thereof as a result of
the taking of such action.

          (g)  INDEMNIFICATION. With respect to the administration of this Plan,
the Company shall  indemnify each present and future member of the Board and the
Committee  against,  and each  member of the Board  and the  Committee  shall be
entitled  without  further action on his part to indemnity from the Company for,
all  expenses  (including  the amount of  judgments  and the amount of  approved
settlements  made with a view to the  curtailment of costs of litigation,  other
than  amounts  paid  to  the  Company  itself)  reasonably  incurred  by  him in
connection  with or arising out of, any action,  suit or  proceeding in which he
may be  involved by reason of his being or having been a member of the Board and
the  Committee,  whether or not he  continues  to be such  member at the time of
incurring  such  expenses;  provided,  however,  that such  indemnity  shall not
include any expenses  incurred by any such member of the Board or the  Committee
(i) in respect of matters as to which he shall be finally  adjudged  in any such
action,  suit or proceeding  to have been guilty of gross  negligence or willful
misconduct  in the  performance  of his duty as such  member of the Board or the
Committee;  or (ii) in respect of any matter in which any settlement is effected
for an amount in excess of the amount  approved  by the Company on the advice of
its legal counsel;  and provided further that no right of indemnification  under
the provisions set forth herein shall be available to or enforceable by any such
member of the Board or the Committee unless, within 60 days after institution of
any such  action,  suit or  proceeding,  he shall have  offered  the  Company in
writing  the  opportunity  to handle and  defend  same at its own  expense.  The
foregoing  right of  indemnification  shall  inure to the  benefit of the heirs,
executors or  administrators  of each such member of the Board and the Committee
and  shall be in  addition  to all  other  rights to which  such  member  may be
entitled as a matter of law, contract or otherwise.

          (h)  COMPLIANCE WITH PLAN PROVISIONS. No Optionee shall have any right
with  respect to this Plan,  the Common Stock  reserved for issuance  under this
Plan or in any Option until

<PAGE>

a written  stock  option  agreement  shall have been  executed  on behalf of the
Company and by the Optionee,  and all the terms,  conditions  and  provisions of
this Plan and the Option  applicable to such Optionee (and each person  claiming
under or through him) have been met.

          (i)  APPROVAL OF  COUNSEL.  In the  discretion  of the  Committee,  no
shares of Common  Stock,  other  securities  or property of the Company or other
forms of payment  shall be issued  hereunder  with respect to any Option  unless
counsel  for the  Company  shall be  satisfied  that  such  issuance  will be in
compliance with applicable federal,  state, local and foreign legal,  securities
exchange and other applicable requirements.

          (j)  EFFECTS OF  ACCEPTANCE.  By accepting any Option or other benefit
under this Plan,  each  Optionee and each person  claiming  under or through him
shall be conclusively  deemed to have indicated his acceptance and  ratification
of, and  consent  to,  any action  taken  under  this Plan by the  Company,  the
Committee, the Board or their delegates.

          (k)  CONSTRUCTION.  The  masculine  pronoun shall include the feminine
and neuter,  and the  singular  shall  include the plural,  where the context so
indicates.

          (l)  COMPLIANCE  WITH RULE 16b-3.  To the extent that Rule 16b-3 under
the Exchange Act applies to Options granted under this Plan, it is the intention
of the Company that this Plan comply in all respects  with the  requirements  of
Rule 16b-3, that any ambiguities or inconsistencies in construction of this Plan
be  interpreted to give effect to such intention and that if this Plan shall not
so comply,  whether on the date of adoption or by reason of any later  amendment
to or  interpretation of Rule 16b-3, the provisions of this Plan shall be deemed
to be  automatically  amended so as to bring them into full compliance with such
rule.

          (m)  STOCKHOLDER  APPROVAL.  The grant of any  Option  under this Plan
shall be subject to the  approval  of this Plan by the  affirmative  vote of the
holders of a majority of the outstanding shares of the Common Stock present,  or
represented, and entitled to vote at a duly convened meeting of stockholders.

          (n)  TITLES.  Titles are provided herein for convenience  only and are
not to serve as a basis for interpretation or construction of this Plan.

Date of adoption by the Board of Directors: November 18, 2000

Date of approval by the stockholders:       December 28, 2000