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                                                                    EXHIBIT 10.2

                           CREATIVE COMPUTERS, INC.

                  DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
                  ------------------------------------------

                   (amended and restated as of May 18, 1999)


     1.  Establishment and Purpose.
         -------------------------

         (a)  Creative Computers, Inc., a Delaware corporation (the "Company"),
hereby adopts its Directors' Non-Qualified Stock Option Plan.  The Plan is
intended to provide a means whereby eligible members of the Board may be given
an opportunity to purchase shares of Stock pursuant to options which are not
intended to qualify as incentive stock options under Section 422 of the Code.

         (b)  The purpose of the Plan is to enable the Company to attract
qualified individuals to serve as members of the Board, to provide additional
performance incentives to such individuals while serving as directors, and to
encourage their continued service on the Board.

     2.  Definitions.
         -----------

         As used herein, the following definitions shall apply:

         (a)  "Affiliate" shall mean any parent or subsidiary corporations of
the Company, as defined in Sections 424(e) and (f) of the Code (but substituting
"the Company" for "employer corporation"), including parents or subsidiaries of
the Company that become such after adoption of the Plan.

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

         (c)  "Change in Control" shall mean a change in ownership or control of
the Company effected through either of the following transactions:

              .    the direct or indirect acquisition by any Person or related
     group of Persons (other than an acquisition from or by the Company or by a
     Company-sponsored employee benefit plan or by a Person or related group of
     Persons that directly or indirectly controls, is controlled by, or is under
     common control with, the Company) of beneficial ownership (within the
     meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Company's outstanding securities, or
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              .    a change in the composition of the Board over a period of
     thirty-six (36) months or less such that a majority of the Board members
     (rounded up to the next whole number) ceases, by reason of one or more
     contested elections for Board membership, to be comprised of individuals
     who either (a) have been Board members continuously since the beginning of
     such period or (b) have been elected or nominated for election as Board
     members during such period by at least a majority of the Board members
     described in clause (a) who were still in office at the time such election
     or nomination was approved by the Board.

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

         (e)  "Company" shall mean Creative Computers, Inc., a Delaware
corporation.

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

         (g)  "Corporate Transaction" shall means any of the following
stockholder-approved transactions to which the Company is a party:

              .    a merger or consolidation in which the Company is not the
     surviving entity, except for a transaction the principal purpose of which
     is to change the state in which the Company is incorporated,

              .    the sale, transfer or other disposition of all or
     substantially all of the assets of the Company (including the capital stock
     of the Company's subsidiary corporations) in complete liquidation or
     dissolution of the Company, or

              .    any reverse merger in which the Company is the surviving
     entity but in which securities possessing more than fifty percent (50%) of
     the total combined voting power of the Company's outstanding securities are
     transferred to a Person or Persons different from those who held such
     securities immediately prior to such merger.

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

         (i)  "Effective Date" shall mean the date this Plan is adopted by the
Board.

         (j)  "Employee" shall mean any person who is an employee of the
Company, or any Affiliate of the Company, for purposes of tax withholding under
the Code. The payment of a director's fee by the Company shall not be sufficient
to render the recipient of such fee an Employee.

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

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         (l)  "Fair Market Value" shall mean the price which the Board acting in
good faith determines through any reasonable valuation method that a share of
Stock might change hands between a willing buyer and a willing seller, neither
being under any compulsion to buy or to sell and both having reasonable
knowledge of the relevant facts; provided, however, that where there exists a
public market for the Stock at the time of such determination, the Fair Market
Value shall be the average of the closing bid and asked prices of a share of
Stock quoted in the Over-The-Counter Market Summary or the last reported sale
price of a share of Stock or the closing price of a share of Stock quoted on The
Nasdaq National Market or on any exchange on which the Stock is then listed,
whichever is applicable, as published in the Western Edition of The Wall Street
                                                                ---------------
Journal on the trading day prior to the date of determination of Fair Market
-------
Value.

         (m)  "Initial Public Offering" shall mean the closing of the Company's
first underwritten offering of Common Stock to the public generally.

         (n)  "Option" shall mean an option to purchase shares of Stock granted
pursuant to the Plan.

         (o)  "Option Certificate" shall mean the written certificate setting
forth the terms of an Option in the form attached as Exhibit A hereto.

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

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

         (r)  "Person" shall mean a natural person, corporation, partnership,
limited liability company, joint venture, trust, or any other entity and any
government or instrumentality of a government.

         (s)  "Plan" shall mean this Creative Computers, Inc. Directors' Non-
Qualified Stock Option Plan.

         (t)  "Securities Act" shall mean the Securities Act of 1933, as
amended.

         (u)  "Stock" shall mean the Common Stock, $.001 par value per share, of
the Company.

     3.  Stock Subject to the Plan.
         -------------------------

         Subject to Section 12 of the Plan, the maximum number of shares of
Stock which may be subject to Options and sold under the Plan is 100,000 shares
of Stock. If an Option expires or becomes unexercisable for any reason and has
not been exercised in full, the Stock subject to such Option shall be available
for future grant under the Plan. If Stock which was acquired upon exercise of an
Option is subsequently repurchased by the Company, such Stock shall not be
available for future grants under the Plan.

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     4.  Interpretation and Administration of the Plan.
         ---------------------------------------------

         (a)  The Plan is intended to be self-executing pursuant to the terms
hereof. However, any questions concerning interpretation or execution of the
Plan or grants hereunder shall be decided by the Board. All decisions,
determinations and interpretations of the Board shall be final and binding on
all holders of any Options granted under the Plan.

         (b)  Subject to the provisions and restrictions of the Plan, the Board
shall have the authority to: (i) authorize any person to execute on behalf of
the Company any agreements or other documents in connection with the grant of an
Option under the Plan; (ii) approve forms of agreement for use under the Plan
consistent with the terms of the Plan; and (iii) make all other determinations
deemed necessary or advisable for the implementation of the Plan.

     5.  Option Grants.
         -------------

         (a)  All grants of Options hereunder shall be automatic and
nondiscretionary and shall be made strictly in accordance with the provisions of
this Section 5. Neither the Board nor any person shall have any discretion to
select which Outside Directors shall be granted Options, or to determine the
number of shares of Stock to be covered by Options granted to Outside Directors,
the timing of such Option grants or the exercise price thereof.

         (b)  An option to purchase 5,000 shares of Stock shall be granted
("Initial Grant") to each Outside Director, such Initial Grant to be made (i) to
the then existing Outside Directors upon the closing of the Company's Initial
Public Offering and (ii) to other Outside Directors elected or appointed to the
Board after the Company's Initial Public Offering upon the date each such
Outside Director first becomes an Outside Director of the Company. Beginning
with the first annual meeting of the Company's stockholders following the
Initial Public Offering and thereafter at each subsequent annual meeting of the
Company's stockholders, each Outside Director who continues as an Outside
Director immediately following each such annual meeting shall be granted an
option to purchase 5,000 shares of Stock ("Subsequent Grant"); provided that no
Subsequent Grant shall be made to any Outside Director who has not served as an
Outside Director of the Company, as of the time of such annual meeting, for at
least one year. Each Subsequent Grant shall be made on the date of the annual
stockholders' meeting in question. If any Option ceases to be exercisable in
whole or in part, the shares which were subject to such Option but as to which
the Option had not been exercised shall continue to be available under the Plan.

     6.  Terms and Conditions of Options.
         -------------------------------

         (a)  Each Option granted pursuant to the Plan shall be evidenced by an
Option Certificate executed by the Company and the Optionee.

         (b)  The exercise price per share of Options granted under the Plan
shall be 100% of the Fair Market Value per share of Stock on the date of grant
of the Option, subject to

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adjustment to the extent provided in Section 12 hereof; provided, that with
respect to Options granted concurrently with the closing of the Company's
Initial Public Offering, the exercise price shall be the initial offering price
of the Common Stock of the Company to the public, subject to adjustment to the
extent provided in Section 12 hereof.

         (c)  Subject to the provisions in the Option Certificate and Sections
10(e) and 10(f) hereof, each Option shall vest and become exercisable twelve
(12) months after the date of grant.

         (d)  The term of each Option shall be ten (10) years from the date of
grant, unless a shorter period is required to comply with any applicable law, in
which case such shorter period shall apply.

     7.  Eligibility.
         -----------

         Options may be granted only to Outside Directors. No Optionee shall
have any rights as a stockholder of the Company as a result of the grant of an
Option under the Plan or his or her exercise of such Option pending the actual
issuance by the Company of the Stock subject to such Option. The Plan shall not
confer upon any Outside Director any right 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 that the Director or the Company may have
to terminate his or her directorship at any time.

     8.  Term of Plan; Effective Date.
         ----------------------------

         The Plan shall become effective on the Effective Date, subject to
approval of the Plan by the stockholders of the Company. If the Effective Date
precedes such stockholder approval any Option granted under the Plan prior to
such approval shall be conditioned upon approval by stockholders of the Plan.
Options may be granted under the Plan at any time on or before the tenth
anniversary of the date of adoption of the Plan.

     9.  Payment Upon Exercise.
         ---------------------

         Payment of the exercise price upon exercise of any Option may be made
(i) in cash, (ii) by delivery on a form prescribed by the Board of an
irrevocable direction to a securities broker approved by the Board to sell
shares and deliver all or a portion of the proceeds to the Company in payment
for the Stock; (iii) with shares of Stock owned by the Optionee or withholding
of shares otherwise deliverable to the Optionee upon exercise of the Option; or
(v) any combination of the foregoing. Any stock used to exercise an Option shall
be valued at its Fair Market Value on the date of the exercise of the Option.

     10. Exercise of Option.
         ------------------

         (a)  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
Option Certificate

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by the person entitled to exercise the Option and full payment for the Stock has
been received by the Company in accordance with Section 9 hereof. An Option may
not be exercised for a fraction of a share of Stock.

     (b) If an Optionee ceases to serve as a Director (other than as a result of
disability, death or following a Change in Control), he or she may, but only
within three (3) months after the date he or she ceases to be a Director,
exercise his or her then outstanding Options to the extent that he or she was
entitled to exercise them at the date of such termination.  Notwithstanding the
foregoing, in no event may any Option be exercised after the expiration of its
term set forth in Section 6.  To the extent that the Optionee was not entitled
to exercise an Option at the date of such termination, or does not exercise such
Option (that he or she was entitled to exercise) within the time specified
herein, the Option shall terminate.

     (c) Notwithstanding the provisions of Section 9(b) above, in the event an
Optionee is unable to continue his or her service as a Director as a result of
his or her total and permanent disability (as defined in Section 22(e)(3) of the
Code), he or she may, within twelve (12) months from the date of such
termination, exercise his or her then outstanding Options to the extent he or
she was entitled to exercise them at the date of such termination.
Notwithstanding the foregoing, in no event may any Option be exercised after the
expiration of its term set forth in Section 6.  To the extent that the Optionee
was not entitled to exercise the Option at the date of termination, or if
Optionee does not exercise such Option (that he or she was entitled to exercise)
within the time specified herein, the Option shall terminate.

     (d) If during the term of his or her Option, an Optionee (A) dies and had
been in Continuous Status as a Director at the time of his or her death, or (B)
dies within three (3) months after termination of Continuous Status as a
Director, the Option may be exercised at any time within twelve (12) months
following the date of the Optionee's death by the Optionee's personal
representative or by a person who acquired the right to exercise the Option by
bequest or intestate succession, but only to the extent the Optionee was
entitled to exercise the Option at the time of his or her termination of
Continuous Status as a Director.  Notwithstanding the foregoing, in no event may
the Option be exercised after the expiration of the term set forth in Section 6.

     (e) Should any Corporate Transaction occur while an Optionee remains in
Continuous Status as a Director, then each outstanding Option held by such
Optionee shall become fully exercisable, immediately prior to the specified
effective date of such Corporate Transaction, for all or any portion of the
shares at the time represented by such Option and may be exercised with respect
to any or all of such shares represented by the Option prior to the specified
effective date of such Corporate Transaction.  Immediately following the
consummation of the Corporate Transaction, each such option shall terminate
unless assumed by the successor company or its parent.

     (f) Should a Change in Control occur while an Optionee remains in
Continuous Status as a Director, then each outstanding Option held by such
Optionee shall become fully exercisable, immediately prior to the effective date
of such Change in Control, for

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all of the shares at the time subject to such Option and may be exercised with
respect to any or all of such shares represented by the Option. The Option shall
remain so exercisable until the expiration or sooner termination of the Option
term.

     11.  Nontransferability of Options.
          -----------------------------

     To the extent required by Rule 16b-3 of the Exchange Act, no Option shall
be transferable by an Optionee other than by operation of law or by will or by
the laws of descent or distribution; provided that, if Rule 16b-3 is amended
after the Board's adoption of the Plan to permit greater transferability of an
Option hereunder, all Options hereunder shall be transferable after the Initial
Public Offering to the fullest extent provided by Rule 16b-3 as so amended.  In
the event of any Rule 16b-3 permitted transfer of an Option, the transferee
shall be entitled to exercise the Option in the same manner and only to the same
extent as the Optionee (or his personal representative or the person who would
have acquired the right to exercise the Option by bequest or intestate
succession) would have been entitled to exercise the Option under Sections 9 and
10 had the Option not been transferred.

     12.  Adjustment Upon Changes in Capitalization.
          -----------------------------------------

     In the event that the number of outstanding shares of Stock of the Company
is changed through merger, consolidation, reorganization, recapitalization,
reincorporation, stock split, stock dividend (in excess of two percent) or other
change in the capital structure of the Company without consideration, the number
of shares of Stock available under the Plan, the number of shares of Stock
deliverable in connection with any Option and the exercise price per share of
such Option shall be proportionately adjusted; provided however, that no
certificate or scrip representing fractional shares shall be issued and any
resulting fractions of a share shall be ignored.

     13.  Amendment and Termination of the Plan.
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     (a) The Board may amend the Plan from time to time in such respects as the
Board may deem advisable; provided, however, that to the extent necessary to
comply with Rule 16b-3 under the Exchange Act (or any other applicable law or
regulation), the Company shall obtain approval by the Company's stockholders to
amend the Plan to the extent and in the manner required by such law or
regulation.  Notwithstanding the foregoing, the provisions set forth in Sections
5 and 6 of the Plan (and any other Sections of the Plan that affect the formula
award terms required to be specified in the Plan by Rule 16b-3 of the Exchange
Act and any successor to such Rule) shall not be amended periodically and in no
event more than once every six (6) months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, as amended, or
any applicable rules and regulations thereunder.

     (b) The Board, without further approval of the stockholders, may at any
time terminate or suspend the Plan.  Except as otherwise provided herein, any
such termination or suspension of the Plan shall not affect Options already
granted hereunder, and such Options shall remain in full force and effect as if
the Plan had not been terminated or suspended.

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     (c) Except as otherwise provided herein, rights and obligations under any
outstanding Option shall not be altered or impaired by amendment, suspension or
termination of the Plan, except with the consent of the person to whom the
Option was granted or transferred.

     14.  Conditions Upon Issuance of Stock.
          ---------------------------------

     (a) Stock shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such Stock pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the requirements of any stock
exchange or national market system upon which the Stock may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

     (b) Inability of the Company to obtain authority from any regulatory body
having jurisdictional authority deemed by the Company's counsel to be necessary
for the lawful issuance and sale of any Stock hereunder shall relieve the
Company of any liability for failure to issue or sell such Stock.

     15.  Reservation of Stock.
          --------------------

     The Company, during the term of the Plan, will at all times reserve and
keep available such number of shares of Stock as shall be sufficient to satisfy
the requirements of the Plan.

     16.  Additional Restrictions of Rule 16b-3.
          -------------------------------------

     Transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.  To the
extent any provision of the Plan or action by the Board fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board.  Moreover, in the event the Plan does not include a
provision required by Rule 16b-3 to be stated therein in order to qualify the
Plan as a formula plan, such provision (other than one relating to eligibility
requirements, or the price and amount of awards) shall be deemed automatically
to be incorporated by reference into the Plan.

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