EXHIBIT 10.29

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

                            ARTICLE I
                             GENERAL


          1.   PURPOSE.

          This Stock Option Plan for Nonemployee Directors (the "Plan")
is intended to attract and retain the services of experienced and
knowledgeable independent directors of Dover Investments Corporation
(the "Company") for the benefit of the Company and its stockholders
and to provide additional incentives for such directors to continue to
work for the best interests of the Company and its stockholders.

          2.   ADMINISTRATION.

          The Plan shall be administered by the Compensation Committee
of the Board of Directors of the Company (the "Committee").  The
Committee shall, subject to the provisions of the Plan, grant options
under the Plan and shall have the power to construe the Plan, to
determine all questions arising thereunder and to adopt and amend
such rules and regulations for the administration of the Plan as it
may deem desirable.

          The interpretation and construction by the Committee of any
provision 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.

          Each director of the Company who is not otherwise an
employee of the Company or any subsidiary and has not been an employee
of the Company or any subsidiary for all or any part of the preceding fiscal
year shall automatically be granted options to purchase 1,000 shares of the
Company's Class A Common Stock, $.01 par value per share (the "Class A
Stock") (subject to adjustment as provided in Article III hereof) on
November 16, 1994.  Thereafter, options to purchase 500 shares of Class
A Stock (subject to adjustment as provided in Article III hereof) shall
automatically be granted to each such director; provided, however,
that such automatic option grants shall be made only if the director
(i) has served on the Board of Directors for the entire two preceding
fiscal years, (ii) is not otherwise an employee of the Company or
any subsidiary on the date of grant, and (iii) has not been an employee
of the Company or any subsidiary for all or any part of the preceding
fiscal year.


               In addition, on the earlier of the date that any person is for
the first time appointed to the Board of Directors or elected by the
stockholders of the Company to the Board of Directors, options to
purchase 1,000 shares of Class A Stock (subject to adjustment as
provided in Article III hereof) shall automatically be granted to such
newly appointed or elected director; provided, however, that such
automatic option grant shall be made only if the director is not
otherwise an employee of the Company or any subsidiary on the
date of such appointment or election and has not been an employee
of the Company or any subsidiary for all or any part of the preceding
fiscal year.  Thereafter, on the date of such appointment or election,
as the case may be, options to purchase 500 shares of Class A Stock
(subject to adjustment as provided in Article III hereof) shall
automatically be granted to such director; provided, however, that
such automatic option grants shall be made only if the director
(i) has served on the Board of Directors for the entire fiscal year,
(ii) is not otherwise an employee of the Company or any subsidiary
on the date of grant, (iii) has not been an employee of the Company
or any subsidiary for all or any part of the preceding fiscal year, and
(iv) has attended at least four board meetings during the preceding
fiscal year.

           In the event that the number of shares of Class A Stock subject
to future grant under the Plan is insufficient to make all automatic grants
required to be made on a particular date, then all nonemployee directors
entitled to a grant of options on such date shall share ratably in the
number of options on shares of the Class A Stock then available for
grant under the Plan.

          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 Class A Stock.  The aggregate
number of shares which may be issued under the Plan shall not exceed
25,000 shares of Class A Stock, unless an adjustment is required in
accordance with Article III

          5.   AMENDMENT OF THE PLAN.

          The Board of Directors 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 or diminish any rights or obligations under any option
theretofore granted under the Plan without the consent of the person
to whom such option was granted.  In addition, without further
stockholder approval, no such amendment shall increase the number
of shares subject to the Plan (except as authorized by Article III),
change the designation in Section 3 of Article I of the class of persons
eligible to receive options under the Plan, provide for the grant
of options having an option price per share less than fair market
value (as defined in Section 11 of this Article I) on the date of grant,
extend the term during which options may be exercised, extend
the final date upon which options under the Plan may be granted,
or otherwise amend the Plan in a way that would require stockholder
approval under Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").  In addition, as required
by such Rule 16b-3, the provisions of Section 3 of Article I regarding
the formula for determining the amount, exercise price and timing of
grants of options shall in no event be amended more than once every
six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended.

          6.   APPROVAL OF STOCKHOLDERS.

          All options granted under the Plan before the Plan is approved
by affirmative vote at the 1990 annual meeting of stockholders of
the Company, or any adjournment thereof, of the holders of a majority
of the outstanding shares of Class A Stock and Class B Stock, $.01
par value per share, of the Company, voting together as a single class,
present in person or by proxy and entitled to vote at the meeting shall
be subject to such approval.  No option granted hereunder may
become exercisable unless and until such approval is obtained.

          7.   TERM OF PLAN.

          Options may be granted under the Plan until January 16, 2007,
the date of termination of the Plan.  Notwithstanding the foregoing,
each option granted under the Plan shall remain in effect
until such option has been satisfied by the issuance of shares or
terminated in accordance with its terms and the terms of the Plan.

          8.   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 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 issuance,
if any, or purchase of shares in connection therewith, 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.

          9.   NONASSIGNABILITY.

          No option shall be assignable or transferable by the grantee
except by will or by the laws of descent and distribution.  During the
lifetime of the optionee, the option shall be exercisable only by him,
and no other person shall acquire any rights therein.

          10.  WITHHOLDING TAXES.

          Whenever shares of Class A Stock are to be issued under
the Plan, the Company shall have the right to require the optionee
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.

          11.  DEFINITION OF "FAIR MARKET VALUE".

          For the purposes of this Plan, the term "fair market value",
when used in reference to the date of grant of an option or the date
of surrender of Class A Stock in payment for the purchase of shares
pursuant to the exercise of an option, as the case may be, shall mean
the closing sale price of the Class A Stock on the New York Stock
Exchange as shown on the Composite Tape for New York Stock
Exchange -- Listed Stocks.  If the Class A Stock is not listed on the
New York Stock Exchange, the term "fair market value" shall mean
the highest closing sale price on such date on the principal United
States securities exchange registered under the Exchange Act on
which such stock is listed, or, if such stock is not listed on any such
securities exchange, the highest closing sale price or bid quotation
with respect to a share of such stock on such date on the
NASDAQ/National Market System or 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 such date of a share of such stock as determined in good faith
by the Committee.


                                                     ARTICLE II
                                                STOCK OPTIONS

          1.   AWARD OF STOCK OPTIONS.

          Awards of stock options shall be made under the Plan under all
the terms and conditions contained herein.  Each option granted under
the Plan shall be evidenced by an option agreement duly executed on
behalf of the Company and by the director to whom such option is
granted, which option agreements may but need not be identical and
shall comply with and be subject to the terms and conditions of the Plan.
Any option agreement may contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by
the Committee.

          2.   TERM OF OPTIONS AND EFFECT OF TERMINATION.

          Notwithstanding any other provision of the Plan, no option
granted under the Plan shall be exercisable after the expiration of
10 years from the date of its grant.

          In the event that any outstanding option under the Plan expires
by reason of lapse of time or otherwise is terminated for any reason,
then the shares of Class A Stock subject to any such option which have
not been issued pursuant to the exercise of the option shall again
become available in the pool of shares of Class A Stock for which
options may be granted under the Plan.

          3.   TERMS AND CONDITIONS OF OPTIONS.

          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.   Number of Shares

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

               B.   Option Price

               Each option agreement shall state the option price per share
(or the method by which such price shall be computed), which shall
be equal to 100% of the fair market value of a share of the Class
A Stock on the date such option is granted.

               C.   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 Stock or in a combination
of such legal tender and such shares.  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
Stock to which the option pertains.

               D.   Exercise of Options

               Options granted under the Plan shall become exercisable
in installments to the extent of one-half of the shares covered by the
option on the date one year after the date of grant, and the remaining
one-half of the shares covered by the option on the date two years
after the date of grant.

               To the extent that an option has become exercisable and
subject to the restrictions and limitations set forth in this Plan and in
the option agreement, it may be exercised in whole or in such lesser
amount as may be authorized by the option agreement; provided,
however, that no option shall be exercised for fewer than 100 shares.
If exercised in part, the unexercised portion of an option shall
continue to be held by the optionee and may therefore be exercised
as herein provided.

               E.   Termination of Directorship Except by Death

               In the event that an optionee shall cease to be a director
of the Company for any reason other than his death, his option shall be
exercisable, to the extent it was exercisable at the date he cease to be a
director, for a period of 30 days after such date, and shall then terminate.
Such option may be exercised at any time within such 30-day period
and prior to the date on which the option expires by its terms.

               F.   Death of Optionee and Transfer of Option

               If an optionee dies while a director of the Company, or within
the 30-day period after termination of such status during which he is
permitted to exercise an option in accordance with subsection 3(E) of
this Article II, such option may be exercised at any time within
six months after the optionee's death, but only to the extent the option
was exercisable at the time of death.  Such option may be exercised
at any time within such six-month period and prior to the date on which
the option expires by its terms.  During such period, such option may be
exercised by any person or persons designated by the optionee on a
Beneficiary Designation Form adopted by the Committee for such
purpose, or, if there is no effective Beneficiary Designation Form
on file with the Committee, 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 his will or the applicable
laws of descent and distribution.


                                       ARTICLE III
               RECAPITALIZATION AND REORGANIZATIONS

          The number of shares of Class A Stock covered by the Plan,
the number of shares and price per share of each outstanding option,
and the number of shares subject to each grant provided for in
Article I, Section 3 hereof shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares
of Class A Stock resulting from a subdivision or consolidation of
shares or the payment of a stock dividend or any other increase or
decrease in the number of issued and outstanding shares of Class A
Stock effected without receipt of consideration by the Company.

          If the Company shall be the surviving corporation in any merger
or consolidation, each outstanding option shall pertain to and apply to
the securities to which a holder of the same number of shares of Class
A Stock that are subject to that option would have been entitled.
A dissolution or liquidation of the Company, or a merger or
consolidation in which the Company is not the surviving corporation,
shall cause each outstanding option to terminate, unless the agreement
of merger or consolidation shall otherwise provide; provided that, in the
event such dissolution, liquidation, merger or consolidation will cause
outstanding options to terminate, each optionee shall have the right
immediately prior to such dissolution, liquidation, merger or
consolidation to exercise his option in whole or in part without regard
to any limitations on the exercisability of such option other than
(i) the expiration date of the option, (ii) the limitation set forth in
Section 9 of Article I, and (iii) the 100 share limitation set forth in
subsection 3(D) of Article II.

          To the extent that the foregoing adjustments 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 or 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.



                              ARTICLE IV
                MISCELLANEOUS PROVISIONS

          1.   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 an option until the
date of the receipt of payment (including any amounts required by
the Company pursuant to Section 10 of Article I) by the Company.
No adjustment shall be made as to any option 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 Article III.

          2.   PURCHASE FOR INVESTMENT.

          Unless the shares of Class A Stock to be issued upon exercise
of an option granted under the Plan have been effectively registered
under the Securities Act of 1933 as now in force or hereafter amended,
the Company shall be under no obligation to issue any shares of Class
A Stock covered by any option unless the person who exercises such
option, in whole or in part, shall give a written representation and
undertaking to the Company which is satisfactory in form and scope
to counsel to the Company and upon which, in the opinion of such
counsel, the Company may reasonably rely, that he is acquiring the
shares of Class A Stock issued to him pursuant to such exercise of the
option for his own account as an investment and not with a view to,
or for sale in connection with, the distribution of any such shares of
Class A Stock, and that he will make no transfer of the same except
in compliance with any rules and regulations in force at the time of
such transfer under the Securities Act of 1933, or any other applicable
law, and that if shares of Class A Stock are issued without such
registration, a legend to this effect may be endorsed upon the securities
so issued.

          3.   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 shall deem advisable.

          4.   APPLICATION OF FUNDS.

          The proceeds received by the Company from the sale of Class
A Stock pursuant to the exercise of 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.