EXHIBIT 10.28

                 DOVER INVESTMENTS CORPORATION
                     1995 STOCK OPTION PLAN
       (Amended and Restated, Effective January 28, 2003)


                           ARTICLE I
                            GENERAL


          1.   PURPOSE.

          This 1995 Stock Option Plan (the "Plan") is intended to contribute
to maintaining the Company's performance by providing certain officers
and key employees of the Company with long-term incentives in the form
of options to purchase shares of the Company's Class A Common Stock,
$.01 par value per share (the "Class A Common Stock"), Class B Common
Stock, $.01 par value per share (the "Class B Common Stock"), or any
combination thereof.

          2.   ADMINISTRATION.

          The plan shall be administered by the Compensation Committee
of the Board of Directors of the Company, a standing committee
(the "Committee").  The Committee shall from time to time at its
discretion make determinations with respect to the officers and key
employees of the Company to whom options shall be granted and the
amount of such options.  The Committee shall consist of not less than
two (2) members of the Board of Directors.  Each member of the
Committee shall be a "disinterested person" within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended.

          The interpretation and construction by the Committee of any
provisions of the Plan or of any option granted under it shall be final.
No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any
option granted under it.

          3.   ELIGIBILITY.

          Subject to Section 2 of this Article I, the persons who shall
be eligible to receive options under the Plan shall be such officers
and key employees (including directors who are also salaried
employees of the Company) of the Company as the Committee shall
select.  The terms "officers and key employees" as used herein shall
mean officers and assistant officers, both elective and appointive,
presidents and general managers of divisions and subsidiaries and such
other key employees as may be determined by the Committee in its sole
discretion.

          Except where the context otherwise requires, the term
"Company," as used herein, shall include (i) Dover Investments
Corporation and (ii) any of its "subsidiary corporations" which
meet the definition of subsidiary corporation contained in Section
424(f) of the Internal Revenue Code of 1986, as amended, as now in
effect or as hereafter amended (the "Code"), and the terms
"officers and key employees of the Company," and words of similar
import, shall include officers and key employees of each such
subsidiary corporation, as well as officers and key employees of
Dover Investments Corporation.

          4.   SHARES OF STOCK SUBJECT TO THE PLAN.

          The shares that may be issued under the Plan shall be authorized
and unissued or reacquired shares of the Company's Class A Common
Stock and Class B Common Stock.  The aggregate number of shares
which may be issued under the Plan shall not exceed 500,000 shares of
Class A Common Stock, 500,000 shares of Class B Common Stock or an
aggregate of 500,000 shares of any combination of shares of Class A
Common Stock and Class B Common Stock, unless an adjustment is
required in accordance with Section 3(I) of Article II hereof.

          5.   AMENDMENT OF THE PLAN.

          The Board of Directors of the Company may, insofar as permitted
by law, from time to time, suspend or discontinue the Plan or revise or
amend it in any respect whatsoever, except that no such amendment
shall alter or impair any rights or obligations under any option
theretofore granted under the Plan without the consent of the Person to
whom such option was granted.  Furthermore, without further stockholder
approval, no such amendment shall increase the number of shares subject
to the Plan (except as authorized by Section 3(I) of Article II hereof),
change the designation in Section 3 of Article I of the class of employees
eligible to receive options under the Plan, provide for the grant of stock
options having a purchase price less than the fair market value
on the date of grant, extend the term during which stock options granted
under the Plan may be exercised, extend the date pursuant to which
options under the Plan may be granted, or otherwise amend the Plan in a
way that would require stockholder approval promulgated under
Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

          6.   TERM OF PLAN.

          Awards may be made under the Plan until January 16, 2007, the
date of termination of the Plan.  Notwithstanding the foregoing, all
options granted under the Plan shall remain in effect until such options
have been satisfied by the issuance of shares or terminated in accordance
with their terms and the terms of the Plan.

          7.   RESTRICTIONS.

          All options granted under the Plan shall be subject to the
requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
subject to stock options granted under the Plan upon any securities
exchange or under any state or federal law, or the consent or approval
of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the
issue or purchase of shares thereunder, such option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

          8.   NONASSIGNABILITY.

          No stock option shall be assignable or transferable by the
grantee except by will or by the laws of descent and distribution.
During the life of the grantee, any stock options which have
been granted to the grantee shall be exercisable only by the grantee.

          9.   WITHHOLDING TAXES.

          Whenever under the Plan shares of Class A Common Stock,
Class B Common Stock or any combination thereof are to be issued,
the Company shall have the right to require the grantee to remit to
the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate
or certificates for such shares.

          10.  CERTAIN INFORMATION.

          The Company shall provide to each optionee, during the period
that such optionee has one or more outstanding options, copies of all
annual reports and other information which are provided to all
stockholders of the Company.  The Company shall not be required
to provide such information to key employees whose duties in
connection with the Company assure their access to equivalent
information.


                            ARTICLE II
                       STOCK OPTIONS

          1.   AWARD OF STOCK OPTIONS.

          Awards of stock options may be made under the Plan.  It is
intended that certain options granted pursuant to the Plan shall constitute
incentive stock options within the meaning of Section 422 of the Code
("incentive stock options"), and that certain options granted pursuant to
the Plan shall not constitute incentive stock options ("nonqualified
stock options").  The aggregate fair market value (determined at the time
the option is granted) of the stock with respect to which incentive stock
options are exercisable for the first time by such individual during any
calendar year (under all incentive stock option plans of the individual's
employer corporation and its parent and subsidiary corporations) shall
not exceed $100,000.  The date on which an option is granted shall
be the date of the Committee's authorization of such grant or such later
date as may be determined by the Committee at the time such grant
 is authorized.

          2.   EFFECT OF TERMINATION OF OPTIONS.

          In the event that any outstanding option under the Plan
terminates before it would otherwise have expired under its terms or
expires by its terms without being fully exercised, the shares of Class
A Common Stock, Class B Common Stock or any combination thereof
subject to such option not issued pursuant to the exercise of such
option shall again become available in the pool of shares provided
under the Plan.

          3.   TERMS AND CONDITIONS OF OPTIONS.

          Stock options granted pursuant to the Plan shall be evidenced
by agreements in such form as the Committee shall from time to time
determine, which agreements shall comply with the following terms
and conditions:


               (A)  Optionee's Agreement

               Each optionee shall agree to remain in the employ of and to
render to the Company his or her services for a period of one (1) year
from the date of the option, but such agreement shall not impose upon
the Company any obligation to retain the optionee in its employ for
any period.

               (B)  Number of Shares

               Each option agreement shall state the class and number of
shares to which the option pertains.

               (C)  Option Price

               Each option agreement shall state the option price per share,
which shall be not less than 100% of the fair market value of the Class
A Common Stock or Class B Common Stock, as the case may be, on the
date that the option is granted.  Notwithstanding the foregoing, the option
price per share of an incentive stock option granted to a person who,
on the date of such grant and in accordance with Section 424(d) of the
Code, owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company shall be not less
than 110% of the fair market value of a shares of the Class A Common
Stock or Class B Common Stock, as the case may be, on the date that
the option is granted.  Fair market value as used herein shall be the
mean of the closing sales prices of the Class A Common Stock or
Class B Common Stock, as the case may be, on the Composite Tape
for New York Stock Exchange Listed Stocks on the date that such
option is granted or, if the option date is not a trading date, the trading
date next following the option date.  If the Class A Common Stock or the
Class B Common Stock is not listed on the New York Stock Exchange,
fair market value shall be the highest closing sales price on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which such stock is
listed, or, if such stock is not listed on any such securities exchange,
the highest closing sales price or bid quotation with respect to a share
of such stock on the date such option is granted on the National
Association of Securities Dealers, Inc. Automated Quotations System
or any successor system or, if no such quotations are available, the fair
market value on the date in question of a share of such stock as
determined in good faith by the Board of Directors.



               (D)  Medium and Time of Payment

               The option price shall be payable upon the exercise of an option
in the legal tender of the United States or, in the discretion of the
Committee, in shares of the Class A Common Stock, Class B Common
Stock, in a combination of such legal tender and such shares or in the
form of such other consideration (including, without limitation,
promissory notes).  Upon receipt of payment, the Company shall deliver
to the optionee (or person entitled to exercise the option) a certificate
or certificates for the shares of Class A Common Stock or Class B
Common Stock, as the case may be, to which the option pertains.

               (E)  Terms and Exercise of Option

               Each option shall state the time or times when it becomes
exercisable, which shall be determined by the Committee; provided,
however, that, except as otherwise provided herein, no option shall
become exercisable until six months has elapsed from the date of
grant and no incentive stock option shall become exercisable until
one (1) year has elapsed from the date of grant.  The Committee may
specify such option exercise schedule, if any, for each option as it, in
its discretion, deems appropriate.  To the extent that an option has
become exercisable, it may be exercised in whole or in such lesser
amount as authorized by the option agreement.  If exercised in part,
the unexercised portion of an option shall continue to be held by the
optionee and may thereafter be exercised as herein provided.
Notwithstanding any other provision of the Plan, no option granted
under the Plan shall be exercisable after the expiration of ten (10)
years from the date of its grant, subject, in the Committee's discretion,
to Section 3(H) of this Article II.  In addition, no incentive stock
option granted under the Plan to a person who, at the time such
option is granted and in accordance with Section 424(d) of the Code,
owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company shall be exercisable after
the expiration of five (5) years from the date of its grant.  During the
lifetime of the optionee, the option shall be exercisable only by the
optionee and shall not be assignable or transferable by the optionee,
and no other person shall acquire any rights therein.

               (F)  Termination of Employment Except Disability or Death

               In the event that an optionee shall cease to be employed by the
Company for any reason other than the optionee's death or disability,
the optionee's option shall terminate 30 days after the date of cessation
of employment; provided, however, that if such cessation of employment
is with the consent of the Board of Directors of the Company,
expressed in the form of a resolution, or is pursuant to the optionee's
retirement under the provisions of any pension, profit sharing or other
retirement plan of the Company then in effect, such option may be
exercised within three (3) months after the date that he ceases to be an
employee of the Company, but only to the extent such option was
exercisable or would have been exercisable but for the existence of
earlier-granted incentive stock options on the date of such cessation
of employment; and, provided, further, that if such cessation of
employment occurs after a Change in Control (as defined in
Section 3(l)(i) of Article II hereof) and the provisions of Section 3(l)(i)
are applicable to such option, such option shall terminate upon the
earlier of 180 days after the date of such cessation of employment or
the expiration date of such option.

               (G)  Disability of Optionee

               If an optionee shall cease to be employed by the Company
by reason of the optionee becoming permanently and totally disabled
within the meaning of Section 22(e)(3) of the Code and shall not have
fully exercised the optionee's option, such option may be exercised to
the extent it was exercisable immediately prior to the optionee's disability
at any time within one (1) year after cessation of employment due to
such disability.

               (H)  Death of Optionee and Transfer of Option

               If an optionee should die while in the employ of the Company,
or within a period of three (3) months after a termination of the optionee's
employment with the Company during which the optionee is still permitted
to exercise an option in accordance with Subsection 3(F) of this Article II
and shall not have fully exercised the optionee's option, such option may
be exercised to the extent it was exercisable immediately prior to the
optionee's death at any time within one (1) year after the optionee's death.
Such option may be exercised to the extent it was exercisable immediately
prior to the optionee's death by the executors or administrators of the
optionee's estate or by any person or persons who shall have acquired the
option directly from the optionee by the optionee's will or the applicable
law of descent and distribution.

               (I)  Recapitalizations and Reorganizations

               The number of shares of Class A Common Stock and Class B
Common Stock covered by the Plan, and each outstanding option
hereunder and the price per share thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued and
outstanding shares of Class A Common Stock and Class B Common
Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend in excess of 2% or any other increase or
decrease in the number of issued and outstanding shares of Class A
Common Stock and Class B Common Stock effected without receipt
of consideration by the Company.

               If the Company shall be the continuing or surviving
corporation in any reorganization, consolidation or merger, each
outstanding option shall pertain to and apply to the securities, if any, to
which a holder of the same number of shares of Class A Common
Stock and/or Class B Common Stock that are subject to that option
would have been entitled.

               A "Change in Control" of the Company (as defined below)
shall cause each outstanding option to terminate, unless any agreement
relating to a Change in Control shall otherwise provide or unless such
Change in Control is an event described in clauses (a)(2) or (a)(3) of the
following paragraph; provided, however, that each optionee holding an
outstanding option in the event of a Change in Control shall have the right
immediately prior to such a Change in Control, regardless of whether
such option will terminate, to exercise his or her option in whole or in
part without regard to any limitations on exercisability and thereafter
such option shall be considered fully vested.

               For the purposes hereof, a "Change in Control" shall be
deemed to have occurred when (a) there shall be consummated (1)
any reorganization, consolidation or merger of the Company in which
the Company is not the continuing or surviving corporation, or (2)
any reorganization, consolidation or merger of the Company in which
the Company is the continuing or surviving corporation and pursuant
to which shares of the Company's Class A Common Stock and Class
B Common Stock would be converted into cash, securities or other
property, or (3) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (b) the stockholders of the
Company approve a plan or proposal for the liquidation or dissolution
of the Company, or (c) the Board of Directors of the Company or
the Committee shall have been determined that such a "Change in
Control" otherwise has occurred.

          To the extent that the foregoing adjustments in this Section 3(I)
relate to stock or securities of the Company, such adjustments shall be
made by the Committee, whose determination in that respect shall be
final, binding and conclusive.

               The grant of an option pursuant to the Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations of changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

               (J)  Rights as a Stockholder

               An optionee or a transferee of an option shall have no rights as
a stockholder with respect to any shares covered by his or her option until
the date of the receipt of payment by the Company and the issuance of a
stock certificate to him or her for such shares pursuant to Section 3(D) of
this Article II.  No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to such
date, except as provided in Section 3(I) of this Article II.

               (K)  Modification, Extension and Renewal of Options

               Subject to the terms and conditions and within the limitations
of the Plan, the Committee may modify, extend, renew or cancel
outstanding options granted under the Plan.  Notwithstanding the
foregoing, however, no modification of an option shall, without the
consent of the optionee, alter or impair any right or obligations under
any option theretofore granted under the Plan.

               (L)  Other Provisions

               The option agreements authorized under the Plan shall contain
such other provisions, including, without limitation, restrictions upon the
exercise of the option or restrictions required by any applicable securities
laws, as the Committee, in its discretion, shall deem advisable.

          4.   APPLICATION OF FUNDS.

          The proceeds received by the Company from the sale of Class
A Common Stock, Class B Common Stock or any combination thereof
pursuant to options will be used for general corporate purposes.

          5.   NO OBLIGATION TO EXERCISE OPTION.

          The granting of an option shall impose no obligation upon the
optionee to exercise such option.