Exhibit 10.2-
1997 Directors Stock Option Plan

T.J.T., INC.  1997 DIRECTORS STOCK OPTION PLAN

ADOPTED ON NOVEMBER 18, 1997  and  AMENDED ON FEBRUARY 22, 2000

ARTICLE 1: ESTABLISHMENT AND PURPOSE.



ARTICLE 2: ADMINISTRATION.



2.2The Board may delegate administration of the Plan to a committee of not fewer than two (2) members of the
Board (the "Committee"). If administration is delegated to a Committee, the Committee shall have full power and authority to administer the Plan in its sole discretion. Decisions of the Committee or
any delegate as permitted by the Plan shall be final, conclusive, and binding on all participants. The Board may abolish the Committee at any time and revest in the Board the administration of the
Plan. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan. The costs and expenses of administering the Plan shall be borne by the
Company.

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ARTICLE 3: SHARES SUBJECT TO THE PLAN.

The shares which may be made subject to awards under the Directors Plan shall be shares of common stock, which may be either authorized and unissued shares, or
reacquired shares. The shares that may be sold pursuant to options granted under the Directors Plan shall not exceed in the aggregate two hundred thousand (200,000) shares of the Company's common
stock. If any option granted under the Directors Plan shall for any reason expire or otherwise terminate without having been exercised in full, the stock not purchased under such option shall again
become available for the Directors Plan.

ARTICLE 4: ELIGIBILITY.

Options shall be granted only to Non-Employee Directors of the Company.

ARTICLE 5: NON-DISCRETIONARY GRANTS.

5.1On November 18, 1997, each person who is then a Non-Employee Director or a
Non-Employee Director nominee shall be granted an option to purchase five thousand (5,000) shares of common stock of the Company on the terms and conditions set forth herein.

5.2Each person who is, after February 24, 1998, elected for the first time to be a Non-Employee
Director shall, upon the date of his initial election to be a Non-Employee Director by the Board or stockholders of the Company, be granted an option to purchase five thousand (5,000)
shares of common stock of the Company on the terms and conditions set forth herein.

5.3In addition to the foregoing, the executive committee of the Board of Directors may, with approval of the Board of
Directors, grant additional options to Non-Employee Directors from time to time.

ARTICLE 6: OPTIONS.

Each option granted under the Plan shall be in the form of a non-qualified option. Options shall be subject to the terms and conditions set forth
in Article 5 and this Article 6, and award agreements governing options shall contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as
the Board or Committee shall deem desirable.



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Notwithstanding
the foregoing, any option may be exercised pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which results in the
receipt of cash (or check) by the Company prior to the issuance of shares of the Company's common stock.

6.4An option shall not be transferable except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the option is granted only by such person or by his guardian or legal representative. The person to whom the option is granted may, by delivering
written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the optionee, shall thereafter be entitled to exercise the option.

6.520 percent of the shares subject to the options granted pursuant to subparagraph 5.1 of this Plan shall
become exercisable immediately. The remaining 80 percent of the shares subject to such options
shall become exercisable in installments over a period of four (4) years from the date of grant at the rate of 20 percent per year in four (4) equal installments commencing on
November 18, 1997, provided that the optionee has, during the entire period prior to such vesting date, continuously served as a Non-Employee Director or as an employee of or
consultant to the Company or any Affiliate of the Company, whereupon such option shall become fully exercisable in accordance with its terms with respect to that portion of the shares represented by
that installment. Any option granted pursuant to subparagraph 5.2 of this Plan shall have 20% of the shares become immediately exercisable, with the remaining 80% of the shares becoming exercisable
over a period of four (4) years from the date of grant at the rate of 20 percent per year in four (4) equal installments commencing on the first anniversary of the date of grant
of the option, provided that the optionee has, during the entire period prior to such vesting date, continuously served as a Non-Employee Director or as an employee of or consultant to the
Company or any Affiliate of the Company, whereupon such option shall become fully

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exercisable in accordance with its terms with respect to that portion of the shares represented by that installment.

6.6The Company may require any optionee, or any person to whom an option is transferred under subparagraph 6.4, as a
condition of exercising any such option: (i) to give written assurances satisfactory to the Company as to the optionee's knowledge and experience in financial and business matters; and
(ii) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the option for such person's own account and not with any present
intention of selling or otherwise distributing the stock. These requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the shares issued upon the
exercise of the option have been registered under a then-currently effective registration statement of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or
(ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.

6.7Notwithstanding anything to the contrary contained herein, an option may not be exercised unless the shares
issuable upon exercise of such option are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.

6.8Each award agreement regarding options granted under this Plan shall include a provision that as of a Change in
Control Date an exercisable option shall become fully and immediately vested. For purposes of this Plan, Change in Control means:



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6.9For purposes of this Plan, Change in Control Date means the first date following the grant date on which a change
of control has occurred.

ARTICLE 7: COVENANTS OF THE COMPANY.



7.2The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of stock upon exercise of the options granted under the Plan;provided, however,that this
undertaking shall not require the Company to register under the Securities Act either the Plan, any option granted under the Plan' or any stock issued or issuable pursuant to any such option. If,
after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of
stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such options.

ARTICLE 8: USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to options granted under the Plan shall constitute general funds of the Company.

ARTICLE 9: MISCELLANEOUS.

9.1Neither an optionee nor any person to whom an option is transferred under subparagraph 6.4 shall be deemed to be
the holder of, or to have any rights of a holder with respect to, any shares subject to such options unless and until such person has satisfied all requirements for exercise of the option pursuant to
its terms.

9.2Throughout the term of any option granted pursuant to the Plan, the Company shall make available to the holder of
such option, not later than one hundred twenty (120) days after the close of each of the Company's fiscal years during the option term, upon request, such financial and other information
regarding the Company as comprises the annual report to the stockholders of the Company provided for in the Bylaws of the Company and such other information regarding the Company as the holder of such
option may reasonably request.

9.3Nothing in the Plan or in any instrument executed pursuant thereto shall confer upon any Non-Employee
Director any right to continue in the service of the Company or any Affiliate or shall

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affect any right of the Company, its Board or stockholders or any Affiliate to terminate the service of any Non-Employee Director with or without cause.

9.4No Non-Employee Director, individually or as a member of a group, and no beneficiary or other person
claiming under or through him, shall have any right, title or interest in or to any option reserved for the purposes of the Plan except as to such shares of common stock, if any, as shall have been
reserved for him pursuant to an option granted to him.

9.5In connection with each option made pursuant to the Plan, it shall be a condition precedent to the Company's
obligation to issue or transfer shares to a Non-Employee Director, or to evidence the removal of any restrictions on transfer, that such Non-Employee Director make arrangements
satisfactory to the Company to insure that the amount of any federal or other withholding tax required to be withheld with respect to such sale or transfer, or such removal or lapse, is made available
to the Company for timely payment of such tax.

ARTICLE 10: ADJUSTMENTS UPON CHANGES IN STOCK.

10.1If any change is made in the stock subject to the Plan, or subject to any option granted under the Plan (through
merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in
corporate structure or otherwise), the Plan and outstanding options will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of
shares and price per share of stock subject to outstanding options.

10.2In the event of: (1) a merger or consolidation in which the Company is not the surviving corporation;
(2) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or otherwise; or (3) any other capital reorganization in which more than 50 percent of the shares of the Company
entitled to vote are exchanged, any surviving corporation, other than the Company, shall assume any options outstanding under the Plan or shall substitute similar options for those outstanding under
the Plan or, if the Company is the surviving corporation, such options shall continue in full force and effect.

ARTICLE 11: AMENDMENT OF THE PLAN.

11.1The Board at any time, and from time-to-time, may amend the Plan, provided, however,that the Board shall not amend the plan more than once every six (6)
 months, with respect to the provisions of the Plan which
relate to the amount, price and timing of grants, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder. Except as provided in
paragraph 10 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after
the adoption of the amendment, where the amendment will:



11.2Rights and obligations under any option granted before any amendment of the Plan shall not be altered or impaired
by such amendment unless (i) the Company requests the consent of the person to whom the option was granted and (ii) such person consents in writing.

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ARTICLE 12: TERMINATION OR SUSPENSION OF THE PLAN.

12.1The Board may suspend or terminate the Directors Plan at any time. Unless sooner terminated, the Directors Plan
shall terminate on February 22, 2010, or 10 years from the date the option is granted, whichever is later. No options may be granted under the Directors Plan while the Directors Plan is
suspended or after it is terminated.

12.2Rights and obligations under any option granted while the Plan is in effect shall not be altered or impaired by
suspension or termination of the Plan, except with the consent of the person to whom the option was granted.

12.3The Plan shall terminate upon the occurrence of any of the events described in Section 10.2 above.

ARTICLE 13: EFFECTIVE DATE OF PLAN; CONDITION OF EXERCISE.

13.1The Plan shall become effective upon adoption by the Board of Directors, subject to the condition subsequent that
the Plan is approved by the stockholders of the Company.

13.2No option granted under the Plan shall be exercised or exercisable unless and until the condition of subparagraph
13.1 above has been met.

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