EXHIBIT 10-6

	EXECUTONE Information Systems, Inc.
	1990 DIRECTORS STOCK OPTION PLAN
	(As Amended July 30,1996)



1.  Purposes of the Plan.  The purposes of this
Directors' Stock Option Plan are to attract and retain
the best available personnel for service as Directors of
the Company, to provide additional incentive to the
Outside Directors of the Company to serve as Directors
and to encourage their continued service on the Board.

All options granted hereunder shall be "nonstatutory
stock options."

2.  Definitions.  As used herein, the following
definitions shall apply:

(a)  "Board" shall mean the Board of Directors of the
Company.

(b)  "Code" shall mean the Internal Revenue Code of 1986,
as amended.

(c)  "Common Stock" shall mean the Common Stock of the
Company.

(d)  "Company" shall mean EXECUTONE Information Systems,
Inc., a Virginia corporation.

(e)  "Continuous Status as a Director" shall mean the
absence of any interruption or termination of service as
a Director.

(f)  "Director"  shall mean a member of the Board.

(g)  "Employee"  shall mean any person, including
officers and Directors, employed by the Company or any
Parent or Subsidiary of the Company.  The payment of a
Director's fee by the Company shall not be sufficient in
and of itself to constitute "employment" by the Company.

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

(i)  "Option" shall mean a stock option granted pursuant
to the Plan.

(j)  "Optioned Stock" shall mean the Common Stock subject
to an Option.

(k)  "Optionee" shall mean an Outside Director who
receives an Option.

(l)  "Outside Director" shall mean a Director who is not
an Employee.

(m)  "Parent" shall mean a "parent corporation", whether
now or hereafter existing, as defined in Section 424 (a)
of the Code.

(n)  "Plan" shall mean this 1990 Director's Stock Option
Plan.

(o)  "Share" shall mean a share of Common Stock, as
adjusted in accordance with Section 11 of the Plan.

(p)  "Subsidiary" shall mean a "subsidiary corporation",
whether now or hereafter existing, as defined in Section
425(f) of the Code.

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3.  Stock Subject to the Plan.  Subject to the provisions
of Section 11 of the Plan, the maximum aggregate number
of Shares which may be optioned and sold under the Plan
is 250,000 Shares of Common Stock.  The Shares may be
authorized, or reacquired Common Stock.

If an Option should expire or become unexercisable for
any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, become
available for future grant under the Plan.  If Shares
which were acquired under exercise of an Option are
subsequently repurchased by the Company, such Shares
shall not in any event be returned to the Plan and shall
not become available for future grant under the Plan.

4.  Administration of and Grants of Options under the
Plan.

(a)  Administrator.  Except  as otherwise required
herein, the Plan shall be administered by the Board.

(b)  Procedures for Grants.  All grants of Options
hereunder shall be automatic and nondiscretionary and
shall be made strictly in accordance with the following
provisions:

(i)  No person shall have any discretion to select which
Outside Directors shall be granted Options or to
determine the number of Shares to be covered by Options
granted to Outside Directors.

(ii)  Each Outside Director shall be automatically
granted an Option upon the effective date of this Plan or
such later date on which such person became a Director,
whether through election by the Shareholders of the
Company or appointment by the Board of Directors to fill
a vacancy.

(iii)  Each Outside Director shall automatically receive,
upon his reelection each year, an additional Option.

(iv)  The number of Shares to be subject to any Option
granted pursuant to the Plan shall be an amount necessary
to make such Option equal in value to $10,000 for each
Outside Director, and shall be determined using the
Black-Scholes Option valuation model.  For this purpose
the Company's "Sigma" shall be the mean (rounded to the
nearest 5%) of the "Sigma's" of the following six
companies as of the date of grant:  Pitney Bowes, AT&T,
Aspect, Harris, Nortel and Octel Communications; and the
per Share value shall be the fair market value per Share
on the date of grant.  The number of Shares resulting
from this calculation shall be rounded to the nearest
hundred.

(v)  The terms of an Option granted hereunder shall be as
follows:

(A)  the term of the Option shall be five (5) years;
provided, however, if the Outside Director ceases to
serve as a Director, the Option may be exercised for
seven (7) months as provided in Section 9(b) and (c)
below.

(B)  the Option shall be exercisable only while the
Outside Director remains a Director of the Company,
except as set forth in Section 9 hereof.

(C)  the exercise price per Share shall be 120% of the
fair market value per Share on the date of grant of the
Option.

(D)  any Option granted pursuant to subsection 4(b)(ii)
or (iv) above shall become exercisable in full
immediately upon grant, except that any Option granted to
an Outside Director upon his initial election or
appointment to the Board of Directors shall become
exercisable in full one year after the date of grant.

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(c)  Powers of the Board.  Subject to the provisions and
restrictions of the Plan, the Board shall have the
authority, in its discretion: (i) to determine, upon
review of relevant information and in accordance with
Section 8(b) of the Plan, the fair market value of the
Common Stock; (ii) to determine the exercise price per
Share of Options to be granted, which exercise price
shall be determined in accordance with Section 8(a) of
the Plan; (iii) to interpret the Plan; (iv) to prescribe,
amend and rescind rules and regulations relating to the
Plan; (v) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the
grant of an Option previously granted hereunder; and (vi)
to make all other determinations deemed necessary or
available for the administration of the Plan.

(d)  Effect of Board's Decision.  All decisions,
determinations and interpretations of the Board shall be
final and binding on all Optionees and any other holder
of any Options granted under the Plan.

(e)  Suspension or Termination of Option.  If the Chief
Executive Officer of the Company or his designee
reasonably believes that an Optionee has committed an act
of misconduct, the Chief Executive Officer may suspend
the Optionee's right to exercise any Option pending a
determination of the Board of Directors (excluding the
Outside Director accused of such misconduct).  If the
Board of Directors (excluding the Outside Director
accused of such misconduct) determines an Optionee has
committed an act of embezzlement, fraud, dishonesty,
nonpayment of an obligation owed to the Company, breach
of fiduciary duty or deliberate disregard of the Company
rules resulting in loss, damage or injury to the Company,
or if an Optionee makes an unauthorized disclosure of any
Company trade secret or confidential information, engages
in any conduct constituting unfair competition, induces
any Company customer to breach a contract with the
Company or induces any principal for whom the Company
acts as agent to terminate such agency relationship,
neither the Optionee nor his estate shall be entitled to
exercise any Option whatsoever.  In making such
determination, the Board of Directors (excluding the
Outside Director accused of such misconduct) shall act
fairly and shall give the Optionee an opportunity to
appear and present evidence on Optionee's behalf at a
hearing before a committee of the Board.

5.  Eligibility.  Options may be granted only to Outside
Directors.  All Options shall be automatically granted in
accordance with the terms set forth in Section 4(b)
hereof.

The Plan shall not confer upon any Optionee any rights
with respect to continuation of service as a Director or
nomination to serve as a Director, nor shall it interfere
in any way with any rights which the Director or the
Company may have to terminate his directorship at any
time.

6.  Term of Plan.  The Plan shall become effective upon
the earlier of (i) its adoption by the Board or (ii) its
approval by the Shareholders of the Company as described
in Section 17 of the Plan.  It shall continue in effect
for a term of ten (10) years unless sooner terminated
under Section 13 of the Plan.

7.  Term of Option.  The term of each Option shall be
five (5) years from the date of grant thereof; provided,
however, if the Outside Director ceases to serve as a
Director, the Option may be exercised for seven (7)
months as provided in Section 9(b) and (c) below.

8.  Exercise Price and Consideration.

(a)  Exercise Price.  The per Share exercise price for
the Shares to be issued pursuant to exercise of an Option
shall be 120% of the fair market value per Share on the
date of the grant of the Option.

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(b)  Fair Market Value.  The fair market value shall be
determined by the Board in its discretion; provided,
however, that where there is a public market for the
Common Stock, the fair market value per Share shall be
the closing bid price of the Common Stock in the over-
the-counter market on the date of grant, 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, in the event the Common Stock is traded on the NASDAQ
National Market System or listed on a stock exchange, the
fair market value per Share shall be the closing price on
such system or exchange on the date of grant of the
Option, as reported in the Wall Street Journal.

(c)  Form of Consideration.  The consideration to be paid
for the Shares to be issued upon exercise of an Option
shall consist entirely of cash, check, other Shares of
Common Stock having a fair market value on the date of
surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, which,
if acquired from the Company, shall have been held for at
least six months, or any combination of such methods of
payment.

9.  Exercise of Option.

(a)  Procedure for Exercising Rights as a Shareholder.
Any Option granted hereunder shall be exercisable at such
times as are set forth in Section 4(b) hereof; provided,
however, that no Options shall be exercisable until
Shareholder approval of the Plan in accordance with
Section 17 hereof has been obtained.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
accordance with the terms of the Options by the persons
entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has
been received by the Company.  Full payment may consist
of any consideration and method of payment allowable
under Section 8(c) of the Plan.  Until the issuance (as
evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the
Company) of the Stock Certificate evidencing such Shares,
no right to vote or receive dividends or any other rights
as a Shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option.  A
share certificate for the number of Shares so acquired
shall be issued to the Optionee as soon as practicable
after exercise of the Option.  No adjustment will be made
for a dividend or other right for which the record date is
prior to the date the Stock Certificate is issued, except
as provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be
available, both for the purpose of the Plan and for sale
under the Option, by the number of Shares as to which the
Option is exercised.

(b)  Termination of Status as a  Director.  If an Outside
Director ceases to serve as a Director, for any reason
other than death, he may, but only within seven (7)
months after the date he ceases to be a Director of the
Company, exercise his Option to the extent that he was
entitled to exercise it at the date of such termination.
To the extent that he was not entitled to exercise an
Option at the date of such termination, or if he does not
exercise such Option (which he was entitled to exercise)
within the time specified herein, the Option shall
terminate.

(c)  Death of Optionee.  Notwithstanding the provisions
of Section 9(b) above, in the event of the death of an
Optionee:

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(i) during the term of the Option who is at the time of
his death a Director of the Company and who shall have
been in Continuous Status as a Director since the date of
grant of the Option, the Option may be exercised, at any
time within seven (7) months following the date of death,
by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance,
but only to the extent of the right to exercise that
would have accrued had the Optionee continued living and
remained in Continuous Status as a Director for six (6)
months after the date of death or

(ii)  within thirty (30) days after the termination of
Continuous Status as a Director, the Option may be
exercised, at any time within seven (7) months following
the date of death, by the Optionee's estate or by a
person who acquired the right to exercise the Option by
bequest or inheritance, but only to the extent of the
right to exercise that has been accrued at the date of
termination.

10.  Nontransferability of Options.  The Option may not
be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the
laws of descent or distribution and may be exercised,
during the lifetime of the Optionee only by the Optionee.

11.  Adjustments Upon Changes in Capitalization or
Merger.  Subject to any required action by the
Shareholders of the Company, the number of Shares of
Common Stock covered by such outstanding Option, and the
number  of Shares of Common Stock which have been
authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned
to the 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,
recapitalization or reclassification of the Common Stock,
or any other increase or decrease in the number of issued
Shares of Common Stock affected without receipt of
consideration by the Company.  Such adjustment shall be
made by the Board, whose determination in that respect
shall be final, binding and conclusive; provided,
however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected
without receipt of consideration."  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.

In the event of the proposed dissolution or liquidation
of the Company, the Option will terminate immediately
prior to the consummation of such proposed action, unless
otherwise provided by the Board.  The Board may, in the
exercise of its sole discretion in such instances,
declare that any Option shall terminate as of the date
fixed by the Board and give such Optionee the right to
exercise his Option as to all or any part of the Optioned
Stock, including Shares as to which the Option would not
otherwise be exercisable.  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 Option shall be assumed or, an
equivalent Option (with the same number and kind of
shares of stock or the same amount of property, cash or
securities as he would have been entitled to receive upon
the happening of any such corporate event as if he had
been, immediately prior to such event, the holder of the
number of shares covered by his Option) shall be
substituted by such successor corporation or a parent or
subsidiary of such successor corporation.  In the event
that such successor corporation refuses to assume the
Option or to substitute an equivalent Option, the Board
shall, in lieu of such assumption or substitution,
provide that the Optionee shall have the right to
exercise the Option as to all of the Optioned Stock,

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including Shares as to which the Option would not
otherwise be exercisable.  If the Board makes an Option
fully exercisable in lieu of assumption or substitution
in the event of a merger or sale of assets, the Board
shall notify the Optionee that the Option shall be fully
exercisable for a period of fifteen (15) days from the
date of such notice, and the Option will terminate upon
the expiration of such period.

12.  Time of Granting Options.  The date of grant of an
Option shall, for all purposes, be the date determined in
accordance with Section 4(b) hereof.  Notice of the
determination shall be given to each Outside Director to
whom an Option is so granted within a reasonable time
after the date of such grant.

13.  Amendment and Termination of the Plan.

(a)  Amendment and Termination.  The Board may amend or
terminate the Plan from time to time in such respects as
the Board may deem advisable; provided that, any
revisions or amendments requiring approval of the
Shareholders of the Company under the Code or Rule 16b-3
promulgated under the Securities Act of 1933 shall be
approved by such Shareholders in the manner described in
Section 17 of the Plan.

(b)  Stockholder Approval.  Stockholder approval of any
amendment requiring stockholder approval under Section
13(a) of the Plan shall be solicited as described in
Section 17(b) of the Plan.

(c)  Effect of Amendment or Termination.  Except as
provided in Section 11, any such amendment or termination
of the Plan shall not affect Options already granted, and
such Options shall remain in full force and effect as if
this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee and the
Board, which agreement must be in writing and signed by
the Optionee and the Company.

14.  Conditions Upon Issuance of Shares.  Shares shall
not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and
delivery of such Shares pursuant thereto shall comply
with all relevant provisions of law, including, without
limitation, the Securities Act of 1993, as amended, the
Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements
of any stock exchange upon which the Shares may then be
listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company
may require the person exercising such Option to
represent and warrant at the time of any such exercise
that the Shares are being purchased only for an
investment and without any present intention to sell or
distribute such Shares, if, in the opinion of counsel for
the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

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 in respect of the
failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.

15.  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 the Plan.

16.  Option Agreement.  Options shall be evidenced by
written option agreements in such form as the Board shall
approve.

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17.  Shareholder Approval.

(a)  Adoption of the Plan shall be subject to approval by
the Shareholders of the Company within one year of Board
approval of the Plan.  If such Shareholder approval is
obtained by written consent, it may be obtained by the
written consent of the holders of a majority of the
outstanding shares of the Company.  If such Shareholder
approval is obtained at a duly held Shareholder's
meeting, it may be obtained by the affirmative vote of
the holders of a majority of the outstanding shares of
the Company present or represented and entitled to vote
thereon.

(b)  Any required approval of the Shareholders of the
Company shall be solicited substantially in accordance
with Section 14(a) of the Exchange Act and the rules and
regulations promulgated thereunder.

18.  Information to Optionees.  The Company shall provide
each Optionee, during the period for which such Optionee
has one or more Options outstanding, copies of all annual
reports to Shareholders, proxy statements and other
information provided to all Shareholders of the Company.

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