HYTEK MICROSYSTEMS, INC. EXHIBIT 10.2

                1991 DIRECTORS' STOCK OPTION PLAN


                (Adopted  by the Board of  Directors  on February 1,
                 1991 and approved by the  shareholders on May 10, 1991
                 and as amended by the Board on September 11, 1997 and approved
                 by the shareholders on __________, 1998)


         1.  Purposes of the Plan.  The purposes of this 1991  Directors'  Stock
Option Plan are to attract and retain the best  available  personnel for service
as  Directors  of the Company,  to provide  additional  incentive to the Outside
Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.

                  All options granted  hereunder shall be  "non-statutory  stock
                  options".

         2.       Definitions.  As used herein, the following definitions shall 
                  apply:

                  (a)      "Board" shall mean the Board of Directors of the 
                           Company.

                  (b)      "Code"  shall mean the Internal  Revenue Code of 
                           1986,  as amended from time to time, and any 
                           successor thereto.

                  (c)      "Common Stock" shall mean the Common Stock, no par 
                           value, of the Company.

                  (d)      "Company" shall mean Hytek Microsystems, Inc., a 
                           California corporation.

                  (e)      "Continuous Status as a Director" shall mean the 
                           absence of any interruption or termination of service
                           as a Director.

                  (f)      "Director" shall mean a member of the Board.

                  (g)      "Employee" shall mean any person,  including  
                           officers and Directors,  employed by the Company or 
                           any Parent or  Subsidiary of the Company.
                           The payment of a director's fee by the Company shall 
                           not be sufficient in and of itself to constitute 
                           "employment" by the Company.

                  (h)      "Exchange Act" shall mean the Securities Exchange Act
                           of 1934, as amended.

                  (i)      "Option" shall mean a stock option granted pursuant 
                           to the Plan.

                  (j)      "Optioned Stock" shall mean the Common Stock subject 
                           to an Option.

                  (k)      "Optionee" shall mean an Outside Director who holds 
                           an Option.

                  (l)      "Outside Director" shall mean a Director who is not 
                           an Employee.

                  (m)      "Parent" shall mean a "parent corporation", whether 
                           now or hereafter existing, as defined in Section 
                           424(e) of the Code.

                  (n)      "Plan" shall mean this 1991 Directors' Stock Option 
                           Plan.

                  (o)      "Share" shall mean a share of the Common Stock, as 
                           adjusted in accordance with Section 11 of the Plan.

                  (p)      "Subsidiary" shall mean a "subsidiary corporation", 
                           whether now or hereafter existing, as defined in 
                           Section 424(f) of the Code.

         3.       Stock Subject to the Plan.  Subject to the provisions of 
Section 11 of the Plan, the maximum aggregate number of Shares which may be 
optioned and sold under the Plan is 200,000 Shares (the "Pool").  The Shares may
be authorized, but unissued, or reacquired Common Stock.

                  If an Option  should  expire or become  unexercisable  for any
reason without having been exercised in full, the unpurchased  Shares which were
subject  thereto  shall,  unless  the Plan shall  have been  terminated,  become
available for future grant under the Plan.

         4.       Administration of and Grant of Options under the Plan.

                  (a)      Administrator.  Except as otherwise required herein, 
                           the Plan shall be administered by the Board.

                  (b)      Grant of Options; Terms.  All grants of Options 
                           hereunder shall be automatic and non-discretionary 
                           and shall be made strictly in accordance with the 
                           following provisions:

                           (i) No person  shall  have any  discretion  to select
                  which Outside  Directors  shall be granted  Options or to 
                  determine the number of Shares to be covered by Options 
                  granted to Outside Directors, the  exercise  price  thereof  
                  or  the  timing  of  the  grant  or  the exercisability 
                  thereof.

                           (ii) Each  Outside  Director  shall be  automatically
                  granted  an Option  to  purchase  15,000  Shares  (the  "First
                  Option")  upon the later to occur of (A)  February  1, 1991 or
                  (B) the date on which  such  person  first  becomes an Outside
                  Director,  whether through election by the shareholders of the
                  Company,  appointment  by the  Board  of  Directors  to fill a
                  vacancy or resignation of a Director as an Employee but not as
                  a Director.

                           (iii) Each  Outside  Director  who shall have been in
                  Continuous Service as a Director for a period of five years or
                  more  as  of  the  last  business  day  of  each  fiscal  year
                  (commencing with fiscal 1997) shall be  automatically  granted
                  an Option to purchase 5,000 Shares (a "Subsequent  Option") on
                  such date of each fiscal year.

                           (iv)  Notwithstanding  the  provisions  of subsection
                  (ii) and (iii) hereof, in the event that a grant of Options on
                  a particular  date would cause the number of Shares subject to
                  outstanding  Options  plus the  number  of  Shares  previously
                  purchased  upon  exercise of Options to exceed the Pool,  then
                  each  such  automatic  grant  on such  date  shall be for that
                  number of Shares  determined  by dividing  the total number of
                  Shares remaining  available for grant by the number of persons
                  who are  becoming  Outside  Directors  on such  grant  date as
                  provided in  subsection  (ii) above or who are  entitled to be
                  granted Subsequent Options on such date under subsection (iii)
                  above,  as the case may be. Any further  grants  shall then be
                  deferred until such time, if any, as additional  Shares become
                  available for grant under the Plan through action of the Board
                  (and,  if  required  by  Section 13  hereof,  approval  of the
                  shareholders)  to  increase  the number of Shares  that may be
                  issued under the Plan or through cancellation or expiration of
                  Options previously granted hereunder.

                           (v)      The terms of all Options granted hereunder 
                                    shall be as follows:

                                    (A)     the term of each Option shall be ten
                           years.

                                    (B) each Option  shall be  exercisable  only
                           while the Outside  Director remains a Director of the
                           Company, except as set forth in Section 9 hereof.

                                    (C) the  exercise  price per Share  shall be
                           100% of the fair  market  value per Share on the date
                           of grant of the Option, determined in accordance with
                           Section 8 hereof.

                                    (D) the First  Option  shall  represent  the
                           right to  purchase  up to  15,000  Shares  and  shall
                           become exercisable  cumulatively in installments with
                           respect  to  5,000  Shares  on the  first  day of the
                           first, second and third anniversary dates of the date
                           of grant of such Option.

                                    (E) Each  Subsequent  Option shall represent
                           the right to  purchase  up to 5,000  Shares and shall
                           become  exercisable  cumulatively as to approximately
                           1/12 of the Shares subject to the  Subsequent  Option
                           per month following the date of grant as follows:


      Number of Months         Number of Shares          Cumulative Number of
      After Grant Date       Becoming Exercisable         Shares Exercisable
             1                        416                         416
             2                        417                         833
             3                        417                       1,250
             4                        416                       1,666
             5                        417                       2,083
             6                        417                       2,500
             7                        416                       2,916
             8                        417                       3,333
             9                        417                       3,750
             10                       416                       4,166
             11                       417                       4,583
             12                       417                       5,000
                                     -----
                   TOTAL             5,000


                           The  Subsequent  Option  shall  be fully  vested  and
                           exercisable   one  year   from  the  date  of  grant.
                           Notwithstanding the foregoing,  no Subsequent Options
                           shall become exercisable prior to the approval by the
                           shareholders  of the amendment to the Plan adopted by
                           the Board on September 11, 1997.

                  (c)  Powers  of  the  Board.  Subject  to the  provisions  and
restrictions of the Plan, the Board shall have the authority, in its discretion:
(i) to determine,  upon review of relevant  information  and in accordance  with
Section  8(b) of the  Plan,  the  fair  market  value of the  Common  Stock on a
specified  date;  (ii) to  interpret  the Plan;  (iii) to  prescribe,  amend and
rescind rules and regulations relating to the Plan; (iv) to authorize any person
to execute on behalf of the Company any  instrument  required to effectuate  the
grant of an  Option  previously  granted  hereunder;  and (v) to make all  other
determinations deemed necessary or advisable for the administration of the Plan.

                  (d) Effect of Board's Decision. All decisions,  determinations
and interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.

         5.       Eligibility.  Options may be granted only to Outside Directors
during the period such persons continue to serve as an Outside Director.  All 
Options shall be automatically granted in accordance with the terms set forth in
 Section 4(b) hereof.

                  The Plan shall not  confer  upon any  Optionee  any right with
respect to  continuation  of service as a Director or  nomination  to serve as a
Director,  nor shall it  interfere in any way with any rights which the Director
or the Company may have to terminate his directorship at any time.

         6. Term of Plan. The Plan, and any amendment to the Plan,  shall become
effective upon the earlier to occur of its adoption by the Board of Directors or
its  approval by the  shareholders  of the Company.  The Plan shall  continue in
effect until February 1, 2001,  unless sooner terminated under Section 13 of the
Plan.

         7.  Term of Option.  The term of each Option shall be ten years 
from the date of grant thereof, subject to earlier termination as set forth in 
Section 9 hereof.

         8.  Exercise Price and Consideration.

                  (a)      Exercise Price.  The per Share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be 100% of the fair 
market value per Share on the date of grant of the Option.

                  (b)      Fair Market Value.  The fair market value per Share 
means, as of any date, the value of the Common Stock determined as follows:

                           (i)      If the Common Stock is listed on any 
established stock exchange or quoted on a national market system,  including 
without limitation the National Market System of the National  Association of 
Securities  Dealers,  Inc.  Automated  Quotation ("NASDAQ") System, the fair 
market value of a Share of Common Stock shall be the closing price for such 
stock (or the closing bid, if no sales were  reported) as quoted on such 
exchange  (or, if quoted on more than one exchange,  the exchange
with the  greatest  volume of trading  in Common  Stock on such date) or on such
national  market  system on the date of  determination,  as reported in the Wall
Street Journal or such other source as the Board deems reliable; or

                           (ii)     If the Common Stock is quoted on the NASDAQ 
System (but not on the National Market System thereof) or regularly quoted by a 
recognized securities dealer but selling  prices are not  reported,  the fair  
market  value of a Share of Common Stock shall be the mean between the bid and 
asked prices for the Common Stock on the date of determination,  as reported in 
The Wall Street Journal or such other source as the Board deems reliable; or

                           (iii)    In the absence of an established market for 
the Common Stock, the fair market value thereof shall be determined in good 
faith by the Board.

                  (c) Form of  Consideration.  The  consideration to be paid for
the Shares to be issued upon  exercise of an Option  shall  consist  entirely of
cash, check, other Shares of Common Stock having a fair market value on the date
of surrender  equal to the  aggregate  exercise  price of the Shares as to which
said Option shall be exercised, or any combination of such methods of payment.

         9.       Exercise of Option.

                  (a)      Exercisability. Any Option granted hereunder shall be
exercisable at such times as are set forth in Section 4(b) hereof.

                  (b)      No Fractional Shares.  An Option may not be exercised
for a fraction of a Share.

                  (c) Procedure for Exercise; Rights as a Shareholder. An Option
shall be deemed to be exercised  when written  notice of such  exercise has been
given to the  Company in  accordance  with the terms of the Option by the person
entitled to exercise  the Option and full payment for the Shares with respect to
which the Option is being  exercised  has been  received  by the  Company.  Full
payment may consist of any  consideration  and method of payment allowable under
Section 8(c) of the Plan.  Until the issuance (as  evidenced by the  appropriate
entry on the books of the Company or of a duly authorized  transfer agent of the
Company) of the stock  certificate  evidencing such Shares,  no right to vote or
receive  dividends or any other rights as a shareholder shall exist with respect
to the  Optioned  Stock,  notwithstanding  the  exercise of the Option.  A stock
certificate for the number of Shares so acquired shall be issued to the Optionee
as soon as practicable  after exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 11 of the Plan.

                  (d) Effect of  Exercise.  Exercise  of an Option in any manner
shall  result in a decrease  in the  number of Shares  which  thereafter  may be
available,  both for purposes of the Plan and for sale under the Option,  by the
number of Shares as to which the Option is exercised.

                  (e)  Termination of Status as a Director.  Except as otherwise
provided in subsection (f) of this Section 9, if an Outside  Director  ceases to
serve as a Director,  he or she may,  but only within one year after the date he
or she ceases to be a Director of the Company, exercise his or her Option to the
extent  entitled to exercise it at the date of such  termination.  To the extent
that the  Optionee  was not  entitled  to exercise an Option at the date of such
termination, the Option shall be cancelled as of such date and the unexercisable
Shares shall be returned to the Plan.  To the extent that the Optionee  does not
exercise  the Option  with  respect to the  exercisable  Shares  within the time
specified herein, the Option shall terminate and any unexercised Shares shall be
returned to the Plan.

                  (f)      Death of Optionee.  In the event of the death of an 
                           Optionee:

       
(i)  During the term of the Option who is at the time of death a Director of the
Company  and who shall have been in  Continuous  Status as a Director  since the
date of grant of the Option, the Option may be exercised, at any time within one
year following the date of death,  by the  Optionee's  estate or by a person who
acquired  the right to exercise  the Option by bequest or  inheritance.  In such
case, the exercisability of the Option shall be accelerated such that the Option
shall be exercisable  during such one-year period with respect to (A) all Shares
that were exercisable as of the date of death plus (B) such additional Shares as
would have become  exercisable had the Optionee continued living and remained in
Continuous  Status a Director  for a period of one year after the date of death.
With  respect  to Shares  that the  Optionee  would not have  been  entitled  to
exercise  until  after the end of such  one-year  period,  the  Option  shall be
cancelled as of the date of death and the unexercisable Shares shall be returned
to the Plan.  To the extent such  Option is not  exercised  with  respect to the
exercisable  Shares subject thereto within the time specified herein, the Option
shall terminate and any unexercised  Shares shall be returned to the Plan at the
end of such time.

(ii)  Within one year after the Optionee's termination of Continuous Status as a
Director, the Option may be exercised, at any time within one year following the
date of death, by the Optionee's estate or by a person who acquired the right to
exercise  the Option by bequest  or  inheritance,  but only to the extent of the
right to  exercise  that had accrued at the date of  termination.  To the extent
that such Option is not exercised with respect to the exercisable Shares subject
thereto within the time  specified  herein,  the Option shall  terminate and any
unexercised Shares shall be returned to the Plan at the end of such time.

                  (g)      Maximum Period of Exercisability.  Notwithstanding 
                           the provisions of subsections (e) or (f) of this 
                           Section 9, in no event may an Option be exercised 
                           after its ten-year term has expired.

         10. Non-Transferability of Options. Except as may be otherwise provided
in a resolution duly adopted by the Board,  an Option may not be sold,  pledged,
assigned,  hypothecated,  transferred or disposed of in any manner other than by
will or by the laws of descent  and  distribution  or  pursuant  to a  qualified
domestic  relations  order as  defined  by the  Code or Title I of the  Employee
Retirement  Income Security Act, or the rules  thereunder.  The designation of a
beneficiary  by a Director  does not  constitute  a  transfer.  An Option may be
exercised,  during the  lifetime  of the  Optionee,  only by the  Optionee  or a
transferee permitted by this Section 10.

         11.      Adjustments Upon Changes in Capitalization or Merger.

                  (a) Stock Splits and Similar  Events.  Subject to any required
action by the shareholders of the Company,  the number of shares of Common Stock
covered by each  outstanding  Option,  and the number of shares of Common  Stock
which  have  been  authorized  for  issuance  under  the Plan but as to which no
Options  have yet been  granted  or which  have been  returned  to the Plan upon
cancellation  or  expiration  of an  Option,  as well as the  price per share of
Common  Stock  covered  by each  outstanding  Option,  shall be  proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by the Company;  provided,  however,  that  conversion of any
convertible  securities  of the Company  shall not be deemed for this purpose to
have been "effected without receipt of consideration".  Such adjustment shall be
made by the Board, whose  determination in that respect shall be final,  binding
and conclusive.

                  (b) Dissolution or  Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, the Option will terminate immediately
prior to the consummation of such proposed action.

                  (c) Sale of Assets or Merger.  In the event of a proposed sale
of all or substantially  all of the assets of the Company,  or the merger of the
Company  with or into  another  corporation,  each Option shall be assumed or an
equivalent option shall be substituted by the successor  corporation or a parent
or subsidiary of such successor  corporation,  unless such successor corporation
does not agree to such  assumption or  substitution,  in which case the Optionee
shall have the right to exercise  each Option as to all of the  Optioned  Stock,
including Shares as to which the Option would not otherwise be exercisable,  for
a  period  of  thirty  (30)  days  following  notice  to  such  Optionee  of the
anticipated occurrence of such an event.

                  (d) No Other Adjustments. Except as expressly provided herein,
no  issuance  by the  Company  of shares of stock of any  class,  or  securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of Shares
subject to an Option.

         12. Time of Granting Options. The date of grant of an Option shall, for
all purposes,  be the date  determined  in accordance  with Section 4(b) hereof.
Notice of the  determination  shall be given to each Outside Director to whom an
Option is so granted within a reasonable time after the date of such grant.



<PAGE>


         13.      Amendment and Termination of the Plan.

                  (a)  Amendment  and  Termination.   The  Board  may  amend  or
terminate  the Plan  from  time to time in such  respects  as the Board may deem
advisable;  provided that, to the extent  necessary and desirable to comply with
Rule 16b-3 under the Exchange Act (or any other  applicable law or  regulation),
the Company  shall obtain  approval of the  shareholders  of the Company to Plan
amendments to the extent and in the manner required by such law or regulation.

                  (b) Effect of Amendment or Termination.  Any such amendment or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board,  which  agreement must be in a writing signed by the Optionee and the
Company.

         14.      Conditions Upon Issuance of Shares.

                  (a)  Compliance  with  Applicable  Laws.  Shares  shall not be
issued  pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares pursuant  thereto shall comply with
all relevant  provisions of law, including,  without limitation,  the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder,  state securities laws and the requirements of any stock exchange or
quotation  system upon which the Shares may then be listed or quoted,  and shall
be further  subject to the  approval of counsel for the Company  with respect to
such compliance.

                  (b)  Investment  Intent.  As a condition to the exercise of an
Option,  the Company may require the person  exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares, if, in the opinion of counsel for the Company,  such a representation is
required by any of the aforementioned relevant provisions of law.

                  (c) No Company  Liability.  Inability of the Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

         15. Reservation of Shares.  The Company,  during the term of this Plan,
will at all times reserve and keep  available  such number of Shares as shall be
sufficient  to satisfy  the  requirements  of the Plan and the  Options  granted
hereunder.

         16. Option Agreement.  Options shall be evidenced by written option 
agreements in such form as the Board shall approve