EXHIBIT 4.6

                                     [LOGO]

            THE AMENDED AND RESTATED 1992 NON-QUALIFIED STOCK OPTION
                         PLAN FOR NON-EMPLOYEE DIRECTORS


1.     Purpose

               The  purpose  of  this   Non-Qualified   Stock  Option  Plan  For
               Non-Employee  Directors (the "Plan") is to improve the ability of
               CELERITY  SOLUTIONS,  INC. (the  "Company") to attract and retain
               highly  qualified  non-employee  directors  by  encouraging  such
               directors  of the Company to acquire a  proprietary  stake in the
               Company and its future growth. It is the view of the Company that
               it may achieve  this goal by  granting  stock  options  under the
               Plan.

2.   Option Shares

     Three hundred thousand (600,000) shares of the Common Stock of the Company,
     par value $.10 per share (the  "Stock"),  are hereby  reserved for issuance
     upon the  exercise  of the  stock  options  granted  under  the  Plan  (the
     "Options").  The Stock may be issued  pursuant to such Options  either from
     the Company's authorized,  but unissued, Stock or from the Company's issued
     but not  outstanding  Stock  (treasury  stock).  Should any Options granted
     hereunder  not be  exercised  in the time  allowed for such  exercise,  the
     shares of Stock  relating to such lapsed  Options  shall be  available  for
     issuance pursuant to Options subsequently granted under the Plan.

3.   Eligibility

     All  non-employee  directors  of the  Company  shall be eligible to receive
     Options under the Plan.

4.   Terms and Conditions

     (a)  Grant  of  Options:  Subject  to  the  provisions  of the  Plan,  each
          non-employee  director of the  Company  shall be granted an Option for
          the purchase of shares of Stock on each Date of Grant (as such term is
          defined in  paragraph  (c) below)  occurring  during  such  director's
          tenure as a director of the Company.

     (b)  Option  Agreement:  Each  Option  shall  be  evidenced  by  a  written
          agreement between the Company and the non-employee director specifying
          the number of shares of Stock that may be purchased by its exercise.

     (c)  Date  of  Grant:  The  date  on  which  an  Option  is  granted  to  a
          non-employee  director (the "Date of Grant") shall be: (1) the date of
          each annual meeting of shareholders of the Company at which a director
          is elected or re-elected to serve on the Board of Directors commencing
          with the annual  meeting  of  shareholders  for the fiscal  year ended
          March 31,  1995,  and (2) the date on which a director who is not also
          an  employee  is first  elected  by the Board of  Directors  to fill a
          vacancy on the Board of Directors.


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     (d)  Number of Shares Granted:  Each non-employee director shall receive an
          Option to purchase 20,000 shares of Common Stock on each Date of Grant
          during  such  director's  service  on the Board of  Director's  of the
          Company.   In  addition,   on  the  date  of  the  annual  meeting  of
          shareholders  for the fiscal year ended March 31, 1995,  each director
          who is not also an  employee  of the  Company  and who has served as a
          director of the Company for at least three years as of such date shall
          be  granted  an  Option to  purchase  37,500  shares of Common  Stock.
          Non-employee  directors who have served between two and three years as
          of such date shall be granted an Option to purchase  25,000  shares of
          Common Stock.

     (e)  Exercise  of  Options:  Each Option  issued  hereunder  shall be fully
          vested as of the Date of Grant and each  Option  shall be  exercisable
          for a five year  period  commencing  on the Date of  Grant;  provided,
          however,  that no Option granted hereunder may be exercised during the
          six month period  immediately  following the Date of Grant pursuant to
          Rule 16b-3(c) (1).

     (f)  Modification  or  Substitution  of  Options:  Subject to the terms and
          conditions and within the  limitations of the Plan, the members of the
          Board of Directors of the Company who are not eligible to  participate
          in the Plan may modify,  extend or renew  outstanding  Options granted
          under  the  Plan  and  accept  the  surrender  and   cancellation   of
          outstanding  Options  (to the extent not  theretofore  exercised)  and
          authorize  the  granting  of new Options in  substitution  therefor or
          Options as amended.

     (g)  Amendment: No amendment to this Section 5 of the Plan may be made more
          than once every six (6) months,  other than to comport with changes in
          the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  the
          Employee  Retirement  Income  Security  Act, or the rules  promulgated
          thereunder.

5.   Option Price

     The purchase  price per share of Stock  placed under an Option  pursuant to
     this Plan (the  "Option  Price")  shall be equal to the Market Price of the
     stock on the Date of Grant.  "Market  Price"  shall mean the average of the
     last trade price of the Common Stock on all domestic exchanges on which the
     Common  Stock may at the time be listed or admitted to trading,  or, if the
     Common Stock, shall not be so listed or admitted to trading, the average of
     the last trading  price in the domestic  over-the-counter  market,  in each
     such case averaged over a period of 20  consecutive  business days prior to
     the day as of which Market Price is being determined;  provided that if the
     Common Stock is listed on any domestic  exchange,  the term "business days"
     as used in this sentence shall mean business days on which such exchange is
     open for  trading.  If the Common  Stock is neither  listed or  admitted to
     trading  on any  domestic  exchange  nor  quoted in the  domestic  over-the
     counter  market,  the  Market  Price  shall  mean the last  trade  price as
     furnished by any dealer in securities dealing in the Common Stock.

6.   Duration of Option

     Each Option  granted  hereunder may be exercised  only by the individual to
     whom it is issued.  An Option granted hereunder shall be effective upon the
     Date of Grant, and shall be exercisable for a five year period (the "Option
     Period") from the Date of Grant; provided,  however, that no Option granted
     hereunder  may  be  exercised  during  the  six  month  period  immediately
     following the Date of Grant  pursuant to Rule  16b-3(c)(1).  If such holder
     dies before  fully  exercising  any portion of an Option then  exercisable,
     such  Option may be  exercised  by such  holder's  legal  representative's,
     heir(s) or devisee(s) at any time within the six (6) month period following
     his or her death.

7.   [Intentionally Deleted]

8.   Termination of the Plan

     This Plan shall  terminate  upon the close of business  ten (10) years from
     the Adoption Date unless it shall have been sooner  terminated by reason of
     there having been granted and fully exercised  Options  covering the entire
     six hundred  thousand  (600,000) shares of Stock subject to this Plan. Upon
     such termination,  no further Options may be granted  hereunder.  If, after
     termination


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     of this Plan as provided above,  there are  outstanding  Options which have
     not been fully exercised, such Options shall remain in effect in accordance
     with their terms and shall remain subject to the terms of this Plan.

9.   Exercise of Options

     An Option  granted  pursuant to this Plan shall be  exercisable at any time
     within  the Option  Period,  subject  to the terms and  conditions  of such
     Option.  Exercise of any Option shall be made by the  delivery,  during the
     period that such Option is  exercisable,  to the  Company,  in person or by
     mail, of (i) written notice from the Optionee  stating that the Optionee is
     exercising such Option and (ii) the payment of the aggregate purchase price
     of all shares as to which such Option is then  exercised and the payment of
     any required federal income tax withholding.  Such aggregate purchase price
     shall be paid to the  Company in cash,  Stock or any other  class of equity
     securities of the Company (such Stock and other class of equity  securities
     of the company are  hereinafter  collectively  referred to as the  "Company
     Stock"),  or in a  combination  of cash or  Company  Stock  at the  time of
     exercise.

     There may not, however, be any payment by an Optionee of the exercise price
     in whole or in part with shares of Company Stock at a time when the Company
     is Insolvent  (as  hereafter  defined) or when such payment  would make the
     Company  Insolvent,  or as such payment may  otherwise be prohibited by any
     applicable  state or Federal  statute,  rule or regulation,  or any rule or
     regulation of any stock exchange upon which Company Stock is traded,  or if
     Company Stock is traded on a recognized stock quotation service,  which may
     be the National  Association  of Securities  Dealers  Automated  Quotations
     System  ("NASDAQ"),  any rule or regulation of NASDAQ.  For the purposes of
     this Plan,  "Insolvent'  shall mean the inability of the company to pay its
     debts as they become due in the usual course of its business. Company Stock
     utilized in full or partial  payment of the exercise  price shall be valued
     at the  Market  Price (as  defined  in  paragraph  5 herein) on the date of
     exercise of the Option.

     Notwithstanding  anything  to the  contrary  contained  herein,  no written
     notice  shall be  effective  under this  Section 9 unless it  requests  the
     exercise of Options for one hundred  (100)  shares or an integral  multiple
     thereof;  except  to the  extent  necessary  to make full  exercise  of the
     Options in the event that only an odd lot remains.  Upon the exercise of an
     Option in  compliance  with the  provisions  of the  Section,  and upon the
     receipt  by the  Company  of the  payment  for the Stock so taken  up,  the
     Company  shall (i)  deliver or cause to be  delivered  to the  Optionee  so
     exercising  his  Option a  certificate  or  certificates  for the number of
     shares of Stock  with  respect  to which the  Option  is so  exercised  and
     payment is so made, and (ii) register or cause such shares to be registered
     in the name of the exercising Optionee in the corporate books and records.

10.  Controlling Terms

     Options granted  pursuant hereto may include  conditions that are more (but
     not less) restrictive to the Optionee than the conditions  contained herein
     and, in such event, the more restrictive conditions shall apply.

11.  Requirements of Law

     If any law,  regulation  or  order  of the  United  States  Securities  and
     Exchange   Commission,   or  of  any  other  commission  or  agency  having
     jurisdiction,  shall require the Company or the exercising Optionee to take
     any action with respect to the shares of Stock  acquired by the exercise of
     an Option,  then the date upon which the Company  shall deliver or cause to
     be delivered the certificate or certificates  for the shares of Stock shall
     be postponed until full compliance has been made with all such requirements
     of law or  regulation.  Further,  in  the  event  that  the  Company  shall
     determine  that,  in  compliance  with  the  Securities  Act or  any  other
     applicable  statute or  regulation,  it is necessary to register any of the
     shares of Stock  with  respect to which an  exercise  of an Option has been
     made,  or to  qualify  any  such  shares  for  exemption  from  any  of the
     requirements  of the  Securities  Act or such other  applicable  statute or
     regulation,  it will do so at the  Company's  expense.  Not  until  such an
     action has been  completed  shall the  Option  shares be  delivered  to the
     exercising Optionee.  Further, in the event that at the time of exercise of
     the Option the shares of Stock shall be listed on any stock exchange,  then
     if required by law or the exchange to do so, the Company shall register the
     Option  shares  of  Stock  with  respect  to which  exercise  is so made in
     accordance with the provisions of the Securities Act, any other  applicable
     law or regulation or any rules or


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     regulations  of any  such  exchange,  and the  Company  shall  make  prompt
     application  for the  listing  of  Option  shares on such  exchange  at the
     expense of the Company.

12.  No Rights Conferred upon Granting of Options

     The Optionee shall not have any rights as a shareholder of the Company with
     respect  to any  shares  of  Stock  prior to the  date of  issuance  to the
     Optionee of the  certificate or certificates  for such shares.  Neither the
     Plan nor the Option  confer on the Optionee any right to be employed by the
     Company.

13.  Adjustments

     In the event of any  reorganization,  merger,  consolidation,  acquisition,
     separation, recapitalization,  split-up, combination, exchange of shares or
     stock dividend of the Stock or shares convertible into the Stock or similar
     corporate  action,  the  number  and  class of  shares  of Stock  available
     pursuant  to this  Plan and any  Options  granted  pursuant  to this  Plan,
     together  with  the  Option  Prices,   shall  be  adjusted  by  appropriate
     modifications in this Plan and in any Options outstanding  pursuant to this
     Plan. Any such  adjustment to the Plan or to Options or Option Prices shall
     be made by notice of the Company's Board of Directors,  whose determination
     shall be conclusive.

14.  Amendment or Discontinuance of the Plan

     The Company's Board of Directors may at any time suspend or discontinue the
     Plan, but no amendment  shall be authorized  without  shareholder  approval
     which (i) materially  increases the benefits accruing to participants under
     the Plan; (ii) materially  increases the number of securities  which may be
     issued under the Plan, except as otherwise provided in Section 13; or (iii)
     materially modifies the requirements as to eligibility for participation in
     the Plan.

     In addition,  notwithstanding any other provision in the Plan, in the event
     of a change in  federal  or state law or  regulation  which  would make the
     exercise  of all or part of an  existing  Option  unlawful  or subject  the
     Company to a penalty,  the  Company's  Board of Directors may restrict such
     exercise  without the consent of the  Optionee or other  holder  thereof in
     order to comply with such law or regulation or to avoid such penalty.

15.  Liquidation of the Company

     In the event of the complete  liquidation  or  dissolution  of the Company,
     other than as an incident to a merger,  reorganization  or other adjustment
     referred to in Section 13 above,  any Options granted pursuant to this Plan
     and remaining  unexercised  shall be deemed  canceled  without regard to or
     without being limited by any other provisions of this Plan.

16.  Unsecured Obligation

     Optionees  shall not have any interest in any fund or special  asset of the
     Company by reason of the Plan. No trust fund shall be created in connection
     with the Plan or any  award  thereunder,  and  there  shall be no  required
     funding of amounts which may become payable to any Optionee.

17.  Governing Law

     The Plan shall be governed by,  construed and enforced in  accordance  with
     the laws of the State of Delaware.

18.  Compliance with Rule 16b-3

     It is the intent of the Company that all Options granted  hereunder  comply
     with the  applicable  provisions  of Rule 16b-3,  as  amended,  promulgated
     pursuant to the Securities  Exchange Act of 1934, as amended.  As a result,
     this Plan may be amended by the Company's  Board of Directors in any manner
     necessary or desirable to meet any provision or condition of Rule 16b-3. In
     addition, all


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     Options shall be granted in such a manner as to comply with the  applicable
     requirements of Rule 16b-3.

19.  Approval

     This  Amended and  Restated  Plan shall take  effect  upon  approval by the
     holders of a majority of the Company's  Common Stock present or represented
     and  entitled to vote at a meeting of  stockholders,  which  approval  must
     occur  within  twelve (12) months  after the date the Amended and  Restated
     Plan is adopted by the Board of Directors.