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                                                                   Exhibit 10.22
                                 ELEK-TEK, INC.

                       OUTSIDE DIRECTOR STOCK OPTION PLAN

             Adopted by the Board of Directors on December 13, 1996


1. Purpose.

     The purpose of the Elek-Tek, Inc. Outside Director Stock Option Plan (the
"Plan") is to advance the interests of Elek-Tek, Inc. (the "Company") and its
stockholders by granting selected directors of the Company options to purchase
shares of Common Stock of Elek-Tek, Inc., par value of $0.01 per share (the
"Common Stock"), in order to attract or retain the services of such directors
and to provide added incentive to them by encouraging stock ownership in the
Company.  Except where the context otherwise requires, the term "Company" shall
include the parent, if any, and all present and future subsidiaries of the
Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code
of 1986, as amended or replaced from time to time (the "Code").

2. Type of Options and Administration.

     (a) Type of Options.  Except for options granted automatically pursuant to
subparagraph 6(a)(i) hereof, options granted pursuant to the Plan shall be
authorized by action of the Board of Directors of Elek-Tek, Inc. (the "Board").
All options granted pursuant to the Plan shall be non-qualified stock options
not intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, and shall be classified as either Director Options,
Committee Options, or Chairman Options (as those terms are hereinafter
defined).

     (b) Administration.  The Plan will be administered by the Board, whose
construction and interpretation of the terms and provisions of the Plan shall
be final and conclusive.  Subject to the terms and conditions expressly set
forth in the Plan, the Board will have the authority, in its sole discretion,
to determine all matters relating to the options to be granted under the Plan.
In addition, the Board shall have authority, subject to the express provisions
of the Plan, to construe the respective option agreements and the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan and to
make all other determinations in the judgment of the Board necessary or
desirable for the administration of the Plan.  The Board may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any
option agreement in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency.



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     (c) Applicability of Rule 16b-3.  Those provisions of the Plan which make
express reference to Rule 16b-3 shall apply only to persons that are required
to file reports under Section 16(a) of the Exchange Act (a "Reporting Person").

3.   Eligibility.

     Options shall be granted, pursuant to Paragraph 6 hereunder, to persons
who are, at the time of grant, directors of the Company who are not full-time
employees of the Company (hereinafter a "Director"). Except for options granted
automatically pursuant to subparagraph 6(a)(i) hereof, the Board shall have
sole discretion to determine whether an individual is eligible to participate
in the Plan.

4.   Stock Subject to Plan.

     The stock subject to the Plan shall be the Common Stock presently
authorized but unissued or stock subsequently reacquired by the Company.
Subject to adjustment as provided in Paragraph 12, the maximum number of shares
of Common Stock which may be issued and sold under the Plan is 150,000.  If an
option granted under the Plan shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject to such option
shall again be available for subsequent option grants under the Plan.

5.   Form of Option Agreements.

     Options granted under the Plan shall be evidenced by written option
agreements in such form not inconsistent with the Plan as may be approved by
the Board from time to time, which agreement shall contain such terms,
conditions, limitations and restrictions as the Board shall deem advisable and
which are not inconsistent with the Plan.  Such option agreements may differ
among recipients even when made simultaneously.  The provisions of the Plan
shall be deemed included in such agreements or incorporated therein by
reference.  The grant of an option pursuant to the Plan shall be conditional on
the execution of the applicable stock option agreement by the recipient of such
grant.

6.   Terms of Options.

     (a) Current Directors, Committee Chairmen, and Chairman of the Board.

     (i) Grant.  Each Director serving as of the date of adoption of this Plan
is hereby granted an option to purchase 15,000 shares of Common Stock
("Director Option").  Each Director serving as Chair of the Compensation
Committee or Audit Committee ("Committee Chairman") as of the date of adoption
of this Plan is hereby granted an additional option to purchase 7,500 shares of
Common Stock ("Committee Option").  The Director serving as Chairman of the
Board as of the date


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of adoption of this Plan is hereby granted an additional option to purchase
22,500 shares of Common Stock ("Chairman Option").

          (ii) Exercise.  All Director Options, Committee Options and Chairman
Options shall become exercisable ratably over three years, with one-third of
each option becoming exercisable on each anniversary of the date of grant
("Anniversary Date").  Except in the case of termination, as defined below,
each option shall remain exercisable for a period of ten years.

          (iii) Termination.

                a. Director.  If, for any reason, a Director ceases to serve 
as a Director, the exercisable portion of his Director Option shall remain
exercisable for a period of one year from the date the Director ceased to serve
as a Director.  A pro rata portion of the remaining unexercisable portion of
his Director Option shall become exercisable upon termination and shall remain
exercisable for one year from the date the Director ceased to serve as a
Director.  The pro rata portion shall be calculated by multiplying the
remaining unexercisable portion of his Director Option by a fraction, the
numerator of which is the number of days between the immediately preceding
Anniversary Date and the date the Director ceased to serve as a Director and
the denominator of which is the number of days between the immediately
preceding Anniversary Date and the third Anniversary Date.

                b. Chairman.  If, for any reason, a Committee Chairman or the 
Chairman of the Board ceases to serve as a Committee Chairman or Chairman
of the Board, whichever is applicable, the exercisable portion of his Committee
Option or Chairman Option shall remain exercisable for a period of one year
from the date the Committee Chairman ceased to serve as a Committee Chairman
(or the date the Chairman ceased to serve as a Chairman of the Board, in the
case of a Chairman Option).  A pro rata portion of the remaining unexercisable
portion of a Committee Option or Chairman Option shall become exercisable upon
termination and shall remain exercisable for one year from the date the
Committee Chairman ceased to serve as a Committee Chairman (or the date the
Chairman ceased to serve as a Chairman of the Board, in the case of a Chairman
Option).  The pro rata portion shall be calculated by multiplying the remaining
unexercisable portion of his Committee Option or Chairman Option, whichever is
applicable, by a fraction, the numerator of which is the number of days between
the immediately preceding Anniversary Date and the date the Committee Chairman
ceased to serve as a Committee Chairman (or the date the Chairman ceased to
serve as a Chairman of the Board, in the case of a Chairman Option) and the
denominator of which is the number of days between the immediately preceding
Anniversary Date and the third Anniversary Date.

     (b) Future Directors, Committee Chairmen and Chairman of the Board.



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     The Directors, at their discretion, may grant options to individuals who
begin serving as Directors, Committee Chairmen or Chairman of the Board after
the date of adoption of this Plan on such terms and conditions as the Directors
determine, provided however that no individual shall be granted an option to
purchase shares in excess of 15,000 for service as a Director; 7,500 for
service as a Committee Chairman; and 22,500 for service as Chairman of the
Board. Further, no individual granted options under subparagraph 6(a)(i) hereof
shall be granted additional options pursuant to this subparagraph 6(b) prior to
May 1, 2000.

7.   Purchase Price.

     (a) General.  The purchase price per share of Common Stock deliverable
upon the exercise of an option shall be determined by the Board and set forth
in the applicable option agreement, provided, however, that the purchase price
per share of Common Stock shall not be less than 100% of the fair market value
of a share of Common Stock, as determined by the Board, at the time of grant of
such option (without regard to any restriction other than a restriction which,
by its terms, will never lapse).

     (b) Payment of Purchase Price.  Unless otherwise provided in the
applicable option agreement, the exercise price for options granted under the
Plan shall be paid by cash or a certified check to the order of the Company.

8.   Option Period.

     Each option and all rights with respect thereto shall expire on such date
as shall be set forth in the applicable option agreement, except that (a) such
date shall not be later than ten years after the date on which such option
becomes exercisable and (b) in all cases, options shall be subject to earlier
termination as provided in the Plan or in the applicable option agreement.

9.   Nontransferability of Options.

     Options granted under the Plan and the rights and privileges conferred
thereby may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than (a) by will, or (b) by
the applicable laws of descent and distribution, and shall not be subject to
execution, attachment or similar process.  Any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any such option or of any right or
privilege conferred thereby, contrary to the Plan, or the sale or levy or
similar process upon the rights and privileges conferred thereby, shall be null
and void.  The Board shall have the discretionary authority, however, to grant
options which may be transferable to members of an optionee's immediate family,
including trusts for the benefit of such family members and partnerships in
which such family members are the only partners.  For purposes of this
Paragraph, a transferred option may be exercised by the transferee only to the
extent that the


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optionee would have been entitled to exercise the option had the option not
been transferred.

10.  General Restrictions.

     (a) Investment Representations.  The Board may require any person to whom
an option is granted, as a condition of exercising such option, to give written
assurances in substance and form satisfactory to the Board to the effect that
such person is acquiring the Common Stock subject to the option for his or her
own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Board deems
necessary or appropriate in order to comply with federal and applicable state
securities laws, or with covenants or representations made by the Company in
connection with any public offering of its Common Stock.

     (b) Compliance With Securities Laws.  Each option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
(i) the listing, registration or qualification of the shares subject to such
option upon any securities exchange or under any state or federal law, (ii) the
consent or approval of any governmental or regulatory body, or (iii) the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such condition, shall have been effected or obtained on
conditions acceptable to the Board.  Nothing contained herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.

11.  Rights as a Stockholder.

     The holder of an option shall have no rights as a stockholder with respect
to any shares covered by the option (including, but not limited to, any rights
to receive dividends or non-cash distributions with respect to such shares)
until the date of issue of a stock certificate to him or her for such shares.
No adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.

12.  Adjustment Provisions for Recapitalizations and Related Transactions.

     (a) General.  If, as a result of any reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, (i) the outstanding shares of Common Stock are increased,
decreased or exchanged for a different number or kind of shares or other
securities of the Company, or (ii) additional shares or new or different shares
or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Common Stock


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or other securities, an appropriate and proportionate adjustment may be made in
(x) the maximum number and kind of shares reserved for issuance under the Plan,
(y) the number and kind of shares or other securities subject to any then
outstanding options under the Plan, and (z) the price for each share subject to
any then outstanding options under the Plan, without changing the aggregate
purchase price as to which such options remain exercisable.  In the event of
any merger, consolidation, sale of all or substantially all of the assets of
the Company or other similar occurrence, the Company shall have the right to
make any adjustments the Company deems appropriate to outstanding options under
the Plan, including adjustments to the terms of the options, the number and
kind of shares subject to the Plan and the per share purchase price.
Notwithstanding the foregoing, no adjustment shall be made pursuant to this
Paragraph 12 if such adjustment would cause the Plan to fail to comply with
Rule 16b-3.

     (b) Board Authority to Make Adjustments.  Any adjustments under this
Paragraph 12 will be made by the Board, whose determination as to what
adjustments, if any, will be made and the extent thereof will be final, binding
and conclusive.  No fractional shares will be issued under the Plan on account
of any such adjustments.

13.  Change in Control

     Notwithstanding anything herein to the contrary, all options granted
pursuant to the Plan shall become fully exercisable upon a Change in Control as
hereinafter defined.  A "Change in Control" shall be deemed to have occurred on
the first to occur of any of the following after the close of the 1997
Stockholders Meeting (the "Change in Control Date"):

             a. an "acquisition" (other than directly from the Company) of any
             voting securities of the Company (the "Voting Securities") (a) by
             any "Person" or "Group"(as such terms are used for purposes of
             Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
             amended (the "1934 Act")), that has direct or indirect "Beneficial
             Ownership" (within the meaning of Rule 13d-3 promulgated under the
             1934 Act) of thirty percent (30%) or more of the combined voting
             power of the Company's then outstanding Voting Securities
             immediately prior to such acquisition, or (b) by any Person or
             Group that, immediately after such acquisition, has direct or
             indirect Beneficial Ownership of thirty percent (30%) or more of
             the combined voting power of the Company's then outstanding Voting
             Securities;

             b. the individuals who, immediately prior to the Change in Control
             Date, are members of the Board (the "Incumbent Board"), cease for
             any reason to constitute at least two-thirds of the Board;
             provided, however, that if the election, or nomination for
             election by the Company's stockholders, of any new director was
             approved by a vote of at least two-thirds of the Incumbent Board,
             such new director shall, for purposes


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             of this Policy, be considered as a member of the Incumbent Board;
             provided, further, however, that no individual shall be considered
             a member of the Incumbent Board if such individual initially
             assumed office as a result of either an actual or threatened
             "Election Contest" (as described in Rule 14a-11 promulgated under
             the 1934 Act) or other actual or threatened solicitation of
             proxies or consents by or on behalf of a Person other than the
             Board (a "Proxy Contest") including by reason of any agreement
             intended to avoid or settle any Election Contest or Proxy Contest;
             or

             c. approval by stockholders of the Company of:

             (i)  a merger, consolidation or reorganization
                  involving the Company, unless

                 (a)     the stockholders of the Company immediately before 
                         such merger, consolidation or reorganization, own or 
                         will own, directly or indirectly, immediately 
                         following such merger, consolidation or reorganization,
                         at least fifty-one percent (51%) of the combined 
                         voting power of the outstanding Voting Securities of 
                         the corporation resulting from such merger or 
                         consolidation or reorganization (the "Surviving 
                         Corporation") in substantially the same proportion as
                         their ownership of the Voting Securities immediately 
                         before such merger, consolidation or reorganization;

                  (b)    the individuals who were members of the Incumbent 
                         Board immediately prior to the execution of the 
                         agreement providing for such merger, consolidation
                         or reorganization constitute at least two-thirds of
                         the members of the Board of Directors of the Surviving
                         Corporation; and

                               (c) no Person (other than the Company, any
                          Subsidiary, any employee benefit plan maintained by
                          the Company, the Surviving Corporation or any
                          Subsidiary (or any trust forming a part thereof), or
                          any Person who, immediately prior to such merger,
                          consolidation or reorganization had Beneficial
                          Ownership of fifteen percent (15%) or more of the
                          combined voting power of the Company's then
                          outstanding Voting Securities) has direct or indirect
                          Beneficial Ownership of fifteen percent (15%) or more
                          of the combined voting power of the Surviving
                          Corporation's then outstanding Voting Securities.


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                  (ii) a complete liquidation or dissolution of
             the Company; or

                  (iii) an agreement for the sale or other
             disposition of all or substantially all of
             the assets of the Company to any Person
             (other than a transfer to a Subsidiary).

14.  No Commitment to Retain.

     Nothing in the Plan or any grant hereunder shall be construed to give any
Director the right to be nominated or elected as a director of the Company, or
to affect the right of the shareholders to remove Directors or the right of the
Company or its shareholders to seek judicial removal of Directors.

15.  Amendment of the Plan.

     (a) The Board may at any time, and from time to time, modify or amend the
Plan in any respect, except that, if at any time the approval of the
stockholders of the Company is required under Rule 16b-3, such modification or
amendment shall not become effective until such approval is obtained and no
modification or amendment may alter the last sentence of subparagraph 6(b)
regarding grant of additional options to individuals granted options under
subparagraph 6(a)(i) hereof.

     (b) The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee, affect his or her rights under an
option previously granted to him or her.  With the consent of the optionee,
however, the Board may amend outstanding option agreements between the Company
and such optionee in a manner not inconsistent with the Plan.  In addition, the
Board shall in any event have the right to amend or modify (i) the terms and
provisions of the Plan and of any outstanding options granted under the Plan to
the extent necessary to qualify any or all such options for any favorable
federal income tax treatment and (ii) the terms and provisions of the Plan and
of any outstanding option to the extent necessary to ensure the qualification
of the Plan under Rule 16b-3.

16.  Withholding.

     (a) The Company shall have the right in its discretion to deduct from
payments of any kind otherwise due to the optionee any federal, state or local
taxes of any kind required by law to be withheld with respect to any shares
issued upon exercise of options under the Plan.  Subject to the prior approval
of the Board, which may be withheld by the Board in its sole discretion, the
optionee may elect to satisfy such obligations, in whole or in part, (i) by
causing the Company to withhold shares of Common Stock otherwise issuable
pursuant to the exercise of an option or (ii) by


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delivering to the Company shares of Common Stock already owned by the optionee.
The shares so delivered or withheld shall have a fair market value equal to
such withholding obligation.  The fair market value of the shares used to
satisfy such withholding obligation shall be determined by the Board as of the
date that the amount of tax to be withheld is to be determined.  An optionee
who has made an election described above under his or her option agreement with
the Company, consistent with the terms of this Paragraph 16(a), may only
satisfy his or her withholding obligation with shares of Common Stock which are
not subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.

     (b) Notwithstanding the foregoing, in the case of a Reporting Person, no
election to use shares for the payment of withholding taxes shall be effective
unless made in compliance with any applicable requirements of Rule 16b-3.

17.  Effective Date and Termination of the Plan.

     (a) Effective Date. This Plan shall become effective upon adoption by the
Board, but no option granted under this Plan shall become exercisable unless
and until this Plan shall have been approved by the stockholders of the
Company.  If such stockholder approval is not obtained within twelve months
after the date of the Board's adoption of this Plan, all options previously
granted under this Plan shall be forfeited and no options shall be granted
thereafter.  Subject to this limitation, options may be granted under this Plan
at any time after the effective date and before the date fixed for termination
of this Plan.
     (b) Termination.  This Plan shall terminate upon the tenth anniversary of
the date of its adoption by the Board.  Options outstanding on such date shall
continue to have force and effect in accordance with the provisions of the
option agreement applicable to such options.