EXHIBIT 4.1


                               RIMAGE CORPORATION
                   AMENDED AND RESTATED 1992 STOCK OPTION PLAN

         The purpose of the Amended and Restated Rimage Corporation 1992 Stock
Option Plan (the "Plan") is to promote the growth and profitability of Rimage
Corporation (the "Company") and its Affiliates by providing its employees,
directors and consultants with an incentive to achieve long-term corporate
objectives, to attract and retain employees and directors of outstanding
competence, and to provide such employees and directors with an equity interest
in the Company.

         1.       STOCK SUBJECT TO PLAN. An aggregate of 3,195,000 shares (the
"Shares") of the Common Stock, $.01 par value, of the Company ("Common Stock")
may be subject to options or restricted stock granted under the Plan. Such
Shares may be authorized but unissued Common Stock or authorized and issued
Common Stock that has been or may be acquired by the Company. Shares that are
subject to an option which expires or is terminated unexercised and shares of
restricted stock which are forfeited shall again be available for issuance under
the Plan.

         2.       ADMINISTRATION.

                  a.       COMMITTEE. The Plan shall be administered by a
         Committee (the "Committee") of the Board of Directors of the Company
         (the "Board"). The Committee shall be comprised of two or more members
         of the Board, each of whom shall be a "disinterested person" within the
         meaning of Rule 16b-3 promulgated under the Securities Exchange Act of
         1934, as amended.

                  b.       POWERS AND DUTIES. The Committee shall have the
         authority to grant Incentive Stock Options and Nonqualified Options, as
         defined in Section 4, and grant Restricted Stock, as defined in Section
         6. Incentive Stock Options, Nonqualified Options and Restricted Stock
         are referred to collectively herein as "Awards." The Committee shall
         have the authority to make rules and regulations governing the
         administration of the Plan; to select the eligible employees to whom
         Awards shall be granted; to determine the type, amount, size, and terms
         of any Award; to determine the time when an Award shall be granted; the
         conditions, including the attainment of specified performance goals,
         required for the grant of an Award; to determine whether any
         restrictions shall be placed on Shares purchased pursuant to any
         option; to determine the time or times within which awards of
         restricted stock may be subject to forfeiture and to make all other
         determinations necessary or advisable for the administration of the
         Plan. The Committee's determinations need not be uniform, and may be
         made by it selectively among persons who are eligible to receive Awards
         under the Plan, whether or not such persons are similarly situated. All
         interpretations, decisions, or determinations made by the Committee
         pursuant to the Plan shall be final and conclusive.

                  c.       FAIR MARKET VALUE. For the purposes of this Plan,
         "Fair Market Value" on a given date shall be (i) the average of the
         closing representative bid and asked prices of the Common Stock as
         reported on the National Association of Securities Dealers Automated
         Quotation System ("Nasdaq") on such date, if the Common Stock is then
         quoted on Nasdaq; (ii) the last sale price of the Common Stock as
         reported on the Nasdaq National Market System on such date, if the
         Common Stock is then quoted on the Nasdaq National Market System; or
         (iii) the closing price of the Common Stock on such date on a national
         securities exchange, if the Common


                                       1
<PAGE>

         Stock is then being traded on a national securities exchange. If on the
         date as of which the Fair Market Value is being determined the Common
         Stock is not publicly traded, the Committee shall make a good faith
         attempt to determine such Fair Market Value and, in connection
         therewith, shall take such actions and consider such factors as it
         deems necessary or advisable.

         3.       ELIGIBILITY. Any employee, director or consultant of the
Company or of any of its Affiliates shall be eligible to receive Awards under
the Plan; except that only a director who is not otherwise an employee of the
Company or any subsidiary of the Company (an "Eligible Director") shall be
eligible to receive options under Section 5 of this Plan. A persons who has been
granted an Award under this Plan, or under any predecessor plan, may be granted
additional Awards if the Committee shall so determine. Except to the extent
otherwise provided in the agreement evidencing an Award, the granting of an
Award under this Plan shall not affect any outstanding Award previously granted
under this Plan or under any other plan of the Company or any Affiliate. For
purposes of the Plan, the term "Affiliate" shall mean any "parent corporation"
or "subsidiary corporation" of the Company, as those terms are defined in
Sections 425(e) and 425(f) of the Internal Revenue Code of 1986, as amended.
Notwithstanding the foregoing, no person shall receive grants of Stock Options
under this Plan that exceed 100,000 shares during any fiscal year of the
Company.

         4.       STOCK OPTIONS. The Committee may grant to eligible employees
stock options which are intended to qualify as "Incentive Stock Options" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and
may grant to employees, directors or consultants stock options which are not
intended to so qualify ("Nonqualified Options"), or any combination thereof. A
stock option granted pursuant to the Plan shall entitle the optionee, upon
exercise, to purchase Shares at a specified price during a specified period.
Options shall be subject to such terms and conditions as the Committee shall
from time to time approve; provided, that each option shall be subject to the
following requirements:

                  a.       TYPE OF OPTION. Each option shall be identified in
         the agreement pursuant to which it is granted as an Incentive Stock
         Option or as a Nonqualified Option, as the case may be.

                  b.       TERM. No option shall be exercisable more than ten
         years after the date on which it is granted.

                  c.       PAYMENT. The purchase price of Shares subject to an
         option shall be payable in full at the time the option is exercised.
         Payment may be made in cash, in shares of Common Stock having an
         aggregate Fair Market Value on the date of exercise which is not less
         than the option price, or by a combination of cash and such shares, as
         the Committee may determine, and subject to such terms and conditions
         as the Committee deems appropriate.

                  d.       OPTIONS NOT TRANSFERABLE. Options shall not be
         transferable except to the extent permitted by the agreement evidencing
         such option; provided, that in no event shall any option be
         transferable by the optionee, other than by will or the laws of descent
         and distribution. Options shall be exercisable during an optionee's
         lifetime only by such optionee. If, pursuant to the agreement
         evidencing any option, such option remains exercisable after the
         optionee's death, it may be exercised, to the extent permitted by such
         agreement, by the personal representative of the optionee's estate or
         by any person who acquired the right to exercise such option by
         bequest, inheritance, or otherwise by reason of the optionee's death.


                                       2
<PAGE>

                  e.       INCENTIVE STOCK OPTIONS. If an option is an Incentive
         Stock Option, it shall be subject to the following additional
         requirements:

                           i.       The purchase price of Shares that are
                  subject to an Incentive Stock Option shall not be less than
                  100% of the Fair Market Value of such Shares at the time the
                  option is granted.

                           ii.      The aggregate Fair Market Value (determined
                  at the time the option is granted) of the Shares with respect
                  to which Incentive Stock Options are exercisable by the
                  optionee for the first time during any calendar year, under
                  this Plan or any other plan of the Company or any Affiliate,
                  shall not exceed $100,000.

                           iii.     An Incentive Stock Option shall not be
                  exercisable more than ten years after the date on which it is
                  granted.

                           iv.      The purchase price of Shares that are
                  subject to an Incentive Stock Option granted to an employee
                  who, at the time such option is granted, owns 10% or more of
                  the total combined voting power of all classes of stock of the
                  Company or of any Affiliate shall not be less than 110% of the
                  Fair Market Value of such Shares on the date such option is
                  granted, and such option may not be exercisable more than five
                  years after the date on which it is granted. For the purposes
                  of this subparagraph, the rules of Section 425(d) of the Code
                  shall apply in determining the stock ownership of any
                  employee.

Subject to the foregoing, options may be made exercisable in one or more
installments, upon the happening of certain events, upon the fulfillment of
certain conditions, or upon such other terms and conditions as the Committee
shall determine.

5.       NON-EMPLOYEE DIRECTOR OPTIONS.

         a.       AUTOMATIC GRANT. In addition to any other Award which may be
granted under this Plan, each Eligible Director shall receive automatically a
Nonqualified Option to purchase 5,000 Shares or such other number of Shares, not
to exceed 15,000 Shares, as determined from time to time by the Committee on the
date of each annual meeting of shareholders of the Company at which such person
is elected to serve on the Board of Directors of the Company.

         b.       VESTING; TERM. Options granted under this Section shall be
exercisable in full six months after the date of grant of the option. Each
option granted under this Section and all rights and obligations thereunder
shall, subject to the provisions of Section 5(d) herein, expire ten years from
the date of grant of the option.

         c.       EXERCISE PRICE. The option price for all options granted under
this Section shall be the Fair Market Value of the Shares covered by the option
on the date the option is granted.


                                       3
<PAGE>

         d.       TERMINATION.

                  i.       In the event that an optionee of an option granted
         under this Section shall cease to be a director of the Company for any
         reason other than his or her gross and willful misconduct, such
         optionee, or in the case of death or disability, such optionee's
         guardians, administrators or personal representatives, shall have the
         right to exercise the option granted under this Section at any time for
         the remainder of the term of the option to the extent of the full
         number of shares the optionee was entitled to purchase under the option
         on the date of such termination, subject to the condition that no
         option shall be exercisable after the expiration of the term of the
         option.

                  ii.      In the event that an optionee of an option granted
         under this Section shall cease to be a director of the Company by
         reason of his or her gross and willful misconduct during the course of
         his or her service as a director of the Company, including but not
         limited to wrongful appropriation of funds of the Company, or the
         commission of a gross misdemeanor or felony, the option granted under
         this Section shall be terminated as of the date of the misconduct.

6. RESTRICTED STOCK AWARDS.

         (a)      GRANT OF RESTRICTED STOCK. The Committee may grant to any
eligible person Shares subject to restrictions of this Section ("Restricted
Stock"). Subject to the provision of this Plan and the award Agreement, at the
time of the grant of Restricted Stock, the Committee shall determine the period
during which the Shares awarded as Restricted Stock shall be subject to the risk
of forfeiture and other terms and conditions (the "Restriction Period") as the
Committee may specify. The Committee may, at any time, accelerate the date of
lapse of restrictions with respect to all or any part of the shares awarded to a
recipient. Recipients of Restricted Stock shall not be required to make any
payment or provide consideration other than: (a) the rendering of services; (b)
as provided in the agreement evidencing the Restricted Stock or (c) any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
the Restricted Stock.

         (b)      RESTRICTED STOCK HELD BY COMPANY. The Restricted Stock shall
be held by the Company during the Restriction Period and no rights therein may
be transferred, gifted, or otherwise alienated or hypothecated during the
Restriction Period. If the Restricted Stock is maintained in uncertificated
form, the Company shall denote such shares as being subject to restrictions as
set forth in the agreement evidencing the Restricted Stock as part of the book
entry of the Restricted Stock on the Company's Common Stock records.

         (c)      RIGHTS AS SHAREHOLDER. Except as provided in this Section or
as otherwise provided in the Agreement, the recipient of Restricted Stock shall
have, with respect to the Restricted Stock, all of the rights of a shareholder
of the Company, including the right to vote the shares and the right to receive
any cash or stock dividends. The Committee, in its sole discretion, may permit
or require the payment of cash dividends to be deferred and, if the Committee so
determines, reinvested in additional Shares (to the extent Shares are available
under Section 1), subject to the same restrictions as the shares of Common Stock
on which such dividends were issued. The Company shall mark its Common Stock
records that the recipient of Restricted Stock is the owner of unrestricted
Common Stock promptly after, and only after, the Restriction Period shall have
expired without forfeiture in respect of such shares of Restricted Stock.


                                       4
<PAGE>

         7. AGREEMENTS. Each Award granted pursuant to the Plan shall be
evidenced by an agreement setting forth the terms and conditions upon which it
is granted. Multiple Awards may be evidenced by a single agreement. Subject to
the limitations set forth in the Plan, the Committee may, with the consent of
the person to whom an Award has been granted, amend any such agreement to modify
the terms or conditions governing the Award evidenced thereby.

         8. ADJUSTMENTS. In the event of any change in the outstanding shares of
Common Stock by reason of any stock dividend or split, recapitalization,
reclassification, combination, or exchange of shares or other similar corporate
change, then if the Committee shall determine, in its sole discretion, that such
change necessarily or equitably requires an adjustment in the number of Shares
subject to Awards, in the option price or value of an option, or in the maximum
number of Shares subject to this Plan, such adjustments shall be made by the
Committee and shall be conclusive and binding for all purposes of this Plan. No
adjustment shall be made in connection with the issuance by the Company of any
Common Stock, warrants, rights, or options to acquire additional Common Stock or
of securities convertible into Common Stock.

         9. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. Subject to
the provisions of the agreement evidencing any Award, if the Company shall
become a party to any corporate merger, consolidation, major acquisition of
property for stock, reorganization, or liquidation, the Board of Directors of
the Company shall have the power to make any arrangement it deems advisable with
respect to outstanding Awards and in the number of Shares subject to this Plan,
which shall be binding for all purposes of this Plan, including, but not limited
to, the substitution of new Awards for any Awards then outstanding, the
assumption of any such Awards, and the termination of such Awards.

         10. EXPENSES OF PLAN. The expenses of administering this Plan shall be
borne by the Company and its Affiliates.

         11. RELIANCE ON REPORTS. Each member of the Committee and each member
of the Board of Directors shall be fully justified in relying or acting in good
faith upon any report made by the independent public accountants of the Company
and its Affiliates and upon any other information furnished in connection with
this Plan by any person or persons other than himself. In no event shall any
person who is or shall have been a member of the Committee or of the Board of
Directors be liable for any determination made or other action taken or omitted
in reliance upon any such report or information, or for any action taken or
omitted, including the furnishing of information, in good faith.

         12. RIGHTS AS STOCKHOLDER. Except to the extent otherwise specifically
provided herein, no recipient of any Award shall have any rights as a
stockholder with respect to Shares sold or issued pursuant to the Plan until
certificates for such Shares have been issued to such person.

         13. GENERAL RESTRICTIONS. Each Award granted pursuant to the Plan shall
be subject to the requirement that if, in the opinion of the Committee:

                  a.       the listing, registration, or qualification of any
         Shares related thereto upon any securities exchange or under any state
         or federal law;

                  b.       the consent or approval of any regulatory body; or


                                       5
<PAGE>

                  c.       an agreement by the recipient with respect to the
         disposition of any such Shares;

is necessary or desirable as a condition of the issuance or sale of such Shares,
such Award shall not be consummated unless and until such listing, registration,
qualification, consent, approval, or agreement is effected or obtained in form
satisfactory to the Committee.

         14. EMPLOYMENT RIGHTS. Nothing in this Plan, or in any agreement
entered into hereunder, shall confer upon any employee or director the right to
continue to serve as an employee or director of the Company or an Affiliate, or
affect the right of the Company or an Affiliate to terminate such employee's or
director's services at any time, with or without cause.

         15. WITHHOLDING. If the Company proposes or is required to issue Shares
pursuant to the Plan, it may require the recipient to remit to it, or may
withhold from such option or from the recipient's other compensation, an amount,
in the form of cash or Shares, sufficient to satisfy any applicable federal,
state, or local tax withholding requirements prior to the delivery of any
certificates for such Shares.

         16. AMENDMENTS. The Board of Directors of the Company may at any time,
and from time to time, amend the Plan in any respect, except that no amendment:

                  a. increasing the number of Shares available for issuance or
sale pursuant to the Plan (other than as permitted by Sections 8 and 9);

                  b. changing the classification of persons eligible to
participate in the Plan or the definition of an "Affiliate"; or

                  c. materially increasing the benefits accruing to participants
under the Plan;

shall be made without the affirmative vote of stockholders holding at least a
majority of the voting stock of the Company represented in person or by proxy at
a duly held stockholders' meeting.

         17. EFFECTIVE DATE; DURATION. The Plan shall become effective upon
adoption by the Board of Directors, subject to the approval of the Company's
shareholders within twelve months from the date of such adoption.

         No Awards shall be granted under the Plan after the earlier of: (a) the
date on which the Plan is terminated by the Board of Directors of the Company;
or (b) May 21, 2013. Awards outstanding at the termination or expiration of the
Plan may continue in accordance with their terms after such termination or
expiration.

Approved by the Board of Directors on April 4, 2003. Approved by Shareholders on
May 21, 2003.





                                       6