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                                                                   Exhibit 10(c)
                              AMENDED AND RESTATED
                                 FRONTSTEP, INC.
                     STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

         1.       Purpose. The purpose of this Frontstep, Inc. Stock Option
Plan for Outside Directors (the "Plan") is to secure the benefits which accrue
from a program of offering to the Outside Directors of Frontstep, Inc. (the
"Company") the opportunity to acquire and increase their proprietary interest in
the success of the Company and thereby to attain the objectives of this Plan
which are:

                  (a)      to obtain and retain the services of Participants;

                  (b)      to encourage and reward efficient and profitable
                           operation; and

                  (c)      to promote the development of the business of the
         Company.

         2.       Definitions. Whenever used herein, the following terms shall
                  have the meaning set forth below:

                  (a)      "1933 Act" means the Securities Act of 1933, as
                           amended.

                  (b)      "1934 Act" means the Securities Exchange Act of 1934,
                           as amended.

                  (c)      "Board" means the Board of Directors of the Company.

                  (d)      "Code" means the Internal Revenue Code of 1986, as it
                           may be amended from time to time.

                  (e)      "Committee" means the committee of the Board, whose
         membership shall be determined as provided under Section 3 hereof,
         appointed to administer the Plan.

                  (f)      "Common Shares" means the common shares of the
         Company.

                  (g)      "Company" means Frontstep, Inc.

                  (h)      "Director" means a member of the Board of the
         Company.

                  (i)      "Fair Market Value" means the average of the highest
         and lowest prices quoted for the Common Shares as reported on the
         Nasdaq National Market System on a particular day, or, if Common Shares
         were not traded on such date, on the next preceding day on which Common
         Shares were traded.

                  (j)      "For Cause" means on account of any act of (i) fraud
         or intentional misrepresentation, (ii) embezzlement, misappropriation
         or conversion of assets or opportunities of the Company or any
         Subsidiary, (iii) the conviction of a felony or (iv) intentional and
         repeated violations of written policies of the Company.

                  (k)      "Option" means any option to purchase Common Shares
         under this Plan, all of which options shall be non-qualified stock
         options under the Code.

                  (l)      "Outside Director" shall mean a Director who is not
         an employee of the Company or any Subsidiary.

                  (m)      "Participant" means an individual to whom an Option
         is granted under this Plan.

                  (n)      "Plan" means this Amended and Restated Frontstep,
         Inc. Stock Option Plan for Outside Directors.



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                  (o)      "Rule 16b-3" means Rule 16b-3 as promulgated and
         interpreted by the SEC under the 1934 Act, or any successor rule or
         regulation thereto as in effect from time to time.

                  (p)      "SEC" means the Securities and Exchange Commission or
         any successor thereto and includes the staff thereof.

                  (q)      "Subsidiary" means any corporation (other than the
         Company) in an unbroken ownership chain of corporations beginning with
         the Company if, at the time of the granting of any Options under the
         Plan, each of the corporations (other than the last corporation in the
         unbroken chain) owns stock possessing fifty percent (50%) or more of
         the total combined voting power of all classes of stock in one of the
         other corporations in such chain.

         3.       Administration.

                  (a)      Composition of Committee. This Plan shall be
         administered by a Committee consisting of not less than three (3)
         Directors of the Company designated from time to time by the Board,
         provided each member of the Committee shall qualify to administer the
         Plan as contemplated by Rule 16b-3.

                  (b)      Authority of Committee. In addition to the other
         powers granted to the Committee hereunder, the Committee shall have the
         authority, subject to the terms of this Plan, to construe and interpret
         the Plan, to promulgate, amend and rescind rules and regulations
         relating to the implementation of the Plan and to make all other
         determinations necessary or advisable for the administration of the
         Plan. A majority of the members of the Committee shall constitute a
         quorum for the transaction of business at any meeting of the Committee.
         The Committee may act by a majority of its members at a meeting or by a
         writing or writings signed by all of its members. Whenever this Plan
         authorizes or requires the Committee to take any action, make any
         determination, or form any opinion, then any such action,
         determination, decision or opinion by or of the Committee shall be
         conclusively binding upon all persons. Notwithstanding anything else
         contained in this Plan to the contrary, any action that may be taken by
         the Committee pursuant to this Plan also may be taken by the Board.

         4.       Common Shares Subject to this Plan. The Common Shares subject
to Options shall be either authorized and unissued Common Shares or treasury
Common Shares of the Company. Subject to the provisions of Section 8 hereof, the
aggregate number of Common Shares which may be issued pursuant to the exercise
of Options under this Plan shall be 200,000. Except as otherwise provided
herein, if an Option shall expire and terminate for any reason, in whole or in
part, without being exercised, the number of Common Shares as to which such
expired or terminated Option shall not have been exercised may again become
available for the grant of Options.

         5.       Grant of Options.

                  (a)      Eligibility. Persons eligible for Options under this
         Plan shall consist of Outside Directors. In selecting the Outside
         Directors to whom Options will be awarded pursuant to Section 5(b)(i)
         below and the number of Common Shares subject to such Options, the
         Committee shall consider the value of their services to the Company and
         any other factors the Committee may deem relevant.

                  (b)      Grant of Options to Outside Directors. (i) Options
         under this Plan shall automatically be granted to each Outside
         Director, whether or not he is a member of the Committee, as provided
         in subsection 5(b)(ii) below and additional options may be granted
         under this Plan in the discretion of the Committee on terms and
         conditions not inconsistent with the provisions of this Plan.


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                           (ii) An Option to purchase 20,000 Common Shares shall
         be granted automatically to each Outside Director who is elected or
         otherwise chosen to serve as an Outside Director, regardless of whether
         the Outside Director is a member of the Committee. Said Option shall be
         granted on the second business day after the day such individual is
         elected or otherwise chosen to serve as an Outside Director.

                           (iii) The foregoing subparagraphs (i) and (ii)
         notwithstanding, Options shall not be granted to any Outside Director
         at any time when such grant would result in a violation or possible
         violation of federal or state securities laws.

         6.       Terms and Conditions of Options. Each Option shall be
evidenced by an option agreement which shall be in such form as the Committee
shall from time to time approve and which shall comply with and be subject to
the following terms and conditions:

                  (a)      Number of Shares. Each option agreement shall state
         the number of Common Shares covered by the agreement, as determined by
         the Committee for discretionary grants of Options pursuant to Section
         5(b)(i) or as set forth in Section 5(b)(ii) for automatic grants of
         Options.

                  (b)      Option Price and Method of Payment. The purchase
         price pursuant to which Common Shares may be purchased under each
         Option granted hereunder shall be one hundred percent (100%) of the
         Fair Market Value of the Common Shares subject to such Option on the
         date the Option is granted. An Option may be exercised by giving to the
         Company notice in writing (in such form as may from time to time be
         specified by the Committee) stating the number of Common Shares subject
         to the Option in respect of which it is being exercised, accompanied by
         a check or cash in full payment of all Common Shares in respect of
         which the Option is being exercised. Each such notice of exercise of an
         Option shall be delivered to the General Counsel of the Company, or if
         no General Counsel is serving the Company at such time, to the
         Secretary of the Company. The Company shall have a reasonable time
         after receipt of any such notice in which to make delivery of share
         certificates for the Common Shares in respect of which an Option is
         exercised. Notwithstanding the foregoing, no Option granted hereunder
         shall be exercisable during the first six months after the date such
         Option is granted, unless otherwise permitted by the rules pertaining
         to Section 16 of the 1934 Act. In addition, no Option shall be
         exercisable prior to the approval of this Plan by the shareholders of
         the Company.

                  (c)      Option Period, General. Options shall be effective on
         and shall have a term of ten years from the date of grant. Each such
         Option shall be subject to earlier termination as provided in
         subsection (d) of this Section 6.

                  (d)      Exercisability of Options.

                           (i)      Except as otherwise provided in this
                  subsection (d), any Option is exercisable only by the
                  Participant and is exercisable only while the Participant is a
                  Director.

                           (ii)     Except as otherwise set forth herein, each
                  Option shall be exercisable upon grant.

                           (iii)    Any Option which is exercisable by its terms
                  at the time the Participant ceases to be a Director must be
                  exercised on or before the earlier of ninety calendar days
                  after the date the Participant ceases to be a Director or the
                  expiration date of such Option, whichever is earlier, after
                  which period such Option shall expire. Notwithstanding the
                  foregoing, if a Participant's status as a Director is
                  terminated For Cause (as herein defined), all Options granted
                  to such Participant shall, to the extent not previously
                  exercised, expire immediately upon such termination.

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                  (e)      Non-transferability. No Option shall be
                  transferable or assignable otherwise than by will or the laws
                  of descent and distribution, and an Option may not be
                  exercised during the lifetime of a Participant except by him
                  or by his legal guardian or representative.

         7.       Effective Date. This Plan shall become effective on the date
the Plan is first adopted by the Board; effectiveness shall be subject, however,
to approval by the shareholders of the Company.

         8.       Adjustment Provisions.

                  (a)      The existence of this Plan and the Options granted
         hereunder shall not affect or restrict in any way the right or power of
         the Board or the shareholders of the Company to make or authorize any
         adjustment, recapitalization, reorganization or other change in the
         Company's capital structure or its business, any merger or
         consolidation of the Company, any issue of bonds, debentures, preferred
         or prior preference stock ahead of or affecting the Company's capital
         stock or the rights thereof, the dissolution or liquidation of the
         Company or any sale or transfer of all or any part of its assets or
         business, or any other corporate act or proceeding.

                  (b)      In the event of any change in capitalization
         affecting the Common Shares, such as a stock dividend, stock split,
         recapitalization, merger, consolidation, split-up, combination or
         exchange of shares or other form of reorganization, or any other change
         affecting the Common Shares, the Committee shall make proportionate
         adjustments to reflect such change with respect to the aggregate number
         of Common Shares for which Options in respect thereof may be granted
         under the Plan, the maximum number of Common Shares covered by each
         outstanding Option and the price per share in respect of outstanding
         Options.

                  (c)      The Committee also shall make such adjustments in the
         number of shares covered by, and the price or other value of any
         outstanding Options in the event of a spin-off or other distribution
         (other than normal cash dividends) of Company assets to shareholders.

         9.       Restrictions and Compliance with Securities Laws. Anything
contained in the Plan or elsewhere to the contrary notwithstanding:

                  (1)      No Option shall be exercisable for the purchase of
         any Common Shares subject thereto except for:

                           (A) Common Shares subject thereto which at the time
                  of such exercise and purchase are registered under the 1933
                  Act or which, upon the completion of such exercise, would be
                  issued in a transaction exempt from registration under the
                  1933 Act; and

                           (B) Common Shares subject thereto which at the time
                  of such exercise and purchase are exempt or are the subject
                  matter of an exempt transaction, are registered by
                  description, by coordination, or by qualification, or at such
                  time are the subject matter of a transaction which has been
                  registered by description, all in accordance with Chapter 1707
                  of the Ohio Revised Code, as amended; and

                           (C) Common Shares subject thereto in respect of which
                  the laws of any state applicable to such exercise and purchase
                  have been satisfied.

                  (2)      If Common Shares subject to an Option are sold and
         transferred upon the exercise thereof to a person who (at the time of
         such exercise or thereafter) controls, is controlled by or is under
         common control with the Company, or are sold and transferred in
         reliance upon an exemption claimed in respect of the 1933 Act, then
         upon such sale and transfer:

                           (A) Such Common Shares shall not be transferable by
                  the holder thereof, and neither the Company nor its transfer
                  agent or registrar, if any, shall be required to


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                  register or otherwise to give effect to any transfer thereof
                  and may prevent any such transfer, unless the Company shall
                  have received an opinion from its counsel to the effect that
                  any such transfer would not violate the 1933 Act or the
                  applicable laws of any state; and

                           (B) The Company shall cause each share certificate
                  evidencing such Common Shares to bear a legend reflecting
                  applicable restrictions on the transfer thereof and may use
                  the following or any other appropriate legend for that
                  purpose:

                           SHARES EVIDENCED BY THIS CERTIFICATE ARE OWNED BY A
                           PERSON WHO MAY BE DEEMED AN AFFILIATE OF THE COMPANY
                           WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE
                           SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
                           SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
                           ENCUMBERED OR DISTRIBUTED EXCEPT PURSUANT TO (1) AN
                           EFFECTIVE REGISTRATION STATEMENT REGISTERING THE
                           SHARES UNDER THE ACT OR (2) UNTIL THE COMPANY HAS
                           RECEIVED AN OPINION FROM ITS COUNSEL TO THE EFFECT
                           THAT SUCH TRANSFER DOES NOT VIOLATE THE ACT OR THE
                           APPLICABLE LAWS OF ANY STATE.

                  (3)      Nothing contained in the Plan or elsewhere shall be
         construed to require the Company to take any action whatsoever to make
         exercisable any Option granted under the Plan or to make transferable
         any Common Shares issued upon the exercise of any such Option.

                  (4)      Transactions under this Plan are intended to comply
         with all applicable conditions of Rule 16b-3. To the extent any
         provision of the Plan or action by the Committee fails to so comply, it
         shall be deemed null and void, to the extent permitted by law and
         deemed advisable by the Committee.

         10.      Amendment of the Plan. The Board may from time to time suspend
or discontinue this Plan or revise or amend it in any respect whatsoever except
as follows:

                  (1)      No revision or amendment may be made to any provision
         pertaining to the amount, price or timing of Options within six (6)
         months of any other revision or amendment to such provision, other than
         to comport with changes in the Code, the Employee Retirement Income
         Security Act, or the rules thereunder; and

                  (2)      No revision, amendment, suspension or discontinuation
         of the Plan shall be made without shareholder approval if such approval
         is necessary to comply with any tax or regulatory requirement,
         including for these purposes any approval requirement which is a
         prerequisite for exemptive relief from Section 16(b) of the 1934 Act
         for which or with which the Committee deems it necessary or desirable
         to qualify or comply. No such revision, amendment, suspension or
         discontinuation shall in any manner affect any grant theretofore made
         without the consent of the Participant or the transferee of the Plan,
         unless necessary to comply with applicable law.





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