EXHIBIT  4.2
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                  2002 AMENDED AND RESTATED OUTSIDE DIRECTORS'
                              STOCK OPTION PLAN OF
                           POMEROY IT SOLUTIONS, INC.


     1.     PURPOSE  OF  THE  PLAN.  This  2002  Amended  and  Restated  Outside
Directors'  Stock  Option  Plan  of  Pomeroy  IT  Solutions, Inc. is intended to
encourage  directors  of  the  Company  who are not officers or employees of the
Company  or  any  of  its Subsidiaries to acquire or increase their ownership of
common stock of the Company on reasonable terms.  The opportunity so provided is
intended  to  foster  in  participants  a  strong incentive to put forth maximum
effort for the continued success and growth of the Company and its Subsidiaries,
to  aid  in  retaining  individuals who put forth such efforts, and to assist in
attracting  the  best available individuals to the Company to serve as directors
in  the  future.

     2.     DEFINITIONS.  When  used  herein, the following terms shall have the
meaning  set  forth  below:

          2.1     "Administrator"  means  the  Board  or  any  of its Committees
appointed  pursuant  to  Section  4  of  the  Plan.

          2.2     "Award"  means  an  Option.

          2.3     "Award  Agreement"  means  a written agreement in such form as
may  be,  from time to time, hereafter approved by the Committee, which shall be
duly executed by the Company and the Director and which sets forth the terms and
conditions  of  an  Option  as  provided  under  the  Plan.

          2.4     "Board"  means  the  Board  of  Directors  of Pomeroy Computer
Resources,  Inc.

          2.5     "Common  Stock"  means  shares  of the Company's common stock,
par  value  .01  per  share.

          2.6     "Code"  means  the Internal Revenue Code of 1986, as in effect
at  the  time of reference, or any successor revenue code which may hereafter be
adopted  in  lieu  thereof, and reference to any specific provisions of the Code
shall  refer  to the corresponding provisions of the Code as it may hereafter be
amended  or  replaced.

          2.7     "Committee"  means  the  Committee  appointed  by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan.

          2.8     "Company"  means  Pomeroy  Computer  Resources,  Inc.

          2.9     "Directors" means directors who serve on the Board and who are
not officers or employees of the Company or any of its Subsidiaries.

          2.10     "Exchange  Act" means the Securities Exchange Act of 1934, as
amended.

          2.11     "Fair  Market  Value" 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  a  national market system, including without limitation the Nasdaq
National Market, its Fair Market Value shall be the closing sales price for such
stock  (or  the  closing  bid,  if  no  sales  were  reported)  as  quoted  on


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such  system  or  exchange  for the last market trading day prior to the time of
determination as reported in the Wall Street Journal or such other source as the
Administrator  deems  reliable;  or

               (ii)     If  the Common Stock is quoted on NASDAQ (but not on the
National  Market  System thereof) or regularly quoted by a recognized securities
dealer  but  selling prices are not reported, its Fair Market Value shall be the
mean between the high and low asked prices for the Common Stock; 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
Administrator.

          2.12     "Option" means the right to purchase the number of the Common
Stock  specified  by  the Plan, at a price and for a term fixed by the Plan, and
subject to such other limitations and restrictions as the Plan and the Committee
impose.  The  term  Option  includes Initial Options and Anniversary Options, as
defined  in  Section  5.

          2.13     "Optioned Stock" means the Common Stock subject to an Option.

          2.14     "Optionee"  means  a  Director  who  receives  an  Option.

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

          2.16     "Plan"  means the Company's 2002 Amended and Restated Outside
Directors'  Stock  Option  Plan.

          2.17     "Share"  means  a  share  of  Common  Stock,  as  adjusted in
accordance  with  Section  12  of  this  Plan.

          2.18     "Subsidiary"  means  any  corporation  or  other legal entity
other  than  the  employer  corporation  in an unbroken chain of corporations or
other  legal  entities  beginning  with  the employer corporation if each of the
corporations  or  other  legal entities other than the last corporation or other
legal  entity  in  the  unbroken chain owns stock, a membership interest, or any
other  voting  interest  possessing  fifty  percent  (50%)  or more of the total
combined  voting  power  of  all classes of stock, membership interests or other
voting  interests  in  one  of the other corporations or other legal entities in
such  chain.

          2.19     "Term"  means the period during which a particular Option may
be  exercised.

     3.     STOCK  SUBJECT TO THE PLAN.  Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of shares of which may be optioned and
sold  under  the  Plan  is  281,356 (which includes options for 35,000 shares of
Common  Stock  which  were  outstanding  under the 1992 Outside Directors' Stock
Option  Plan  (the  "1992  Directors'  Plan")  as  of  March 30, 2004 (the "1992
Outstanding  Options")).  As  of  the effective date of the Amended and Restated
Outside  Directors'  Plan,  246,356 shares of Common Stock shall be reserved for
issuance  under  the  Plan  (which  includes  27,500 shares that were subject to
options  under  the 1992 Directors Plan that have been canceled or expired as of
March  30,  2004), however, the number of shares reserved for issuance under the
Plan  shall  automatically increase as the 1992 Outstanding Options are canceled
or  expire  (by an amount equal to the number of shares of Common Stock issuable
upon exercise of such canceled or expired 1992 Outstanding Options).  The number
of  shares  of  Common  Stock  reserved  for  issuance under this Plan shall not
increase  as  a  result  of the exercise of any of the 1992 Outstanding Options.
The  Common  Stock  may be authorized, but unissued, or reacquired Common Stock.


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          If  an  Option  would  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 THE PLAN.

          (a)     The  Board shall appoint the Committee, which shall consist of
not  less  than  two  (2)  disinterested persons as defined in Rule 16b-3 of the
Exchange  Act.  Subject  to the provisions of the Plan, the Committee shall have
full authority to interpret the Plan, and to prescribe, amend, and rescind rules
and  regulations  relating  to  it.  The  Board  may, from time to time, appoint
members  to  the  Committee  in  substitution  for  or  in  addition  to members
previously  appointed  and may fill vacancies, however caused, in the Committee.
The Committee shall select one of its members as its Chairman and shall hold its
meetings at such times and places as it shall deem advisable.  A majority of its
members  shall constitute a quorum.  Any action of the Committee may be taken by
a written instrument signed by all of the members, and any action so taken shall
be  fully  as  effective  as if it had been taken by a vote of a majority of the
members  at a meeting duly called and held.  The Committee shall make such rules
and  regulations  for the conduct of its business as it shall deem advisable and
shall  keep  minutes  of its meetings and records of all action taken in writing
without  a  meeting.  No member of the Committee shall be liable, in the absence
of  bad  faith,  for  any act or omission with respect to his/her service on the
Committee.

          (b)      Powers  of  the  Administrator.  Subject to the provisions of
                   ------------------------------
the  Plan  and  in the case of a Committee, the specific duties delegated by the
Board  to  such  Committee,  the  Administrator shall have the authority, in its
discretion:

               (i)     to  determine  the Fair Market Value of the Common Stock,
in accordance with Section 2.11 of the Plan;

               (ii)    to  approve forms of agreement for use under the Plan;

               (iii)   to  determine  whether  and  under  what  circumstance an
Option may be settled in cash under Section 8(d) instead of Common Stock;

          (c)     Effective  Committee's  Decision.   All  decisions,
                  --------------------------------
determinations  and  interpretations  of  the  Administrator  shall be final and
binding on all Optionees and any other holders of any Options.

     5.     GRANT  OF  OPTIONS.  An  Option  to purchase 10,000 shares of Common
Stock (the "Initial Option") shall, without action by the Board or Committee, be
granted  to each Director on the first day of his/her initial term as a director
or  on  the  effective  date  of the Plan, whichever shall occur later, provided
he/she  meets  the  definition  of a disinterested director in Rule 16b-3 of the
Exchange  Act.  Upon  the first day of an eligible Director's second consecutive
year  of  service on the Board, and on the first day of each consecutive year of
service  thereafter,  an  additional  Option  to purchase 5,000 shares of Common
Stock (an "Anniversary Option") shall, without action by the Board or Committee,
be  granted  to  such Director.  In the event of a Director who is commencing an
initial  term,  but such Director had been a Director of the Company previously,
the  Administrator may, in its sole discretion, determine to decrease the number
of  shares  subject  to  the  Initial Option, taking into account the particular
circumstances  of  such  situation.  Notwithstanding the foregoing provisions of
this paragraph, if the number of shares of Common Stock available to grant under
the  Plan  on  a  scheduled  date of grant is insufficient to make all automatic
grants required to be made pursuant to the Plan on such date, then each eligible
Director  shall receive an Option to purchase a pro rata number of the remaining
shares of Common Stock available under the Plan; provided, however, that if such
proration  results  in fractional shares of Common Stock, then such Option shall
be rounded down to the nearest number of whole shares of Common Stock.


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     6.     STOCK OPTIONS.

          6.1     Option Price.
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               (a)     The  exercise price per share of any Option granted under
the Plan shall be the Fair Market Value of the shares of Common Stock covered by
the  Option  on  the  date  set  forth  in  Section  2.11.

               (b)     The  consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by  the  Administrator  and  may  consist  entirely  of (1) cash, (2) check, (3)
promissory  note, (4) other Shares which (x) in the case of Shares acquired upon
exercise  of  an Option either have been owned by the Optionee for more than six
months  on  the  date of surrender or were not acquired, directly or indirectly,
from  the  Company,  and  (y)  have 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, (5) authorization from the Company to retain from the total
number  of  Shares  as  to  which  the Option is exercised that number of Shares
having  a  Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised, (6) delivery
of a properly executed notice together with irrevocable instructions to a broker
to  promptly deliver to the Company the amount of sale or loan proceeds required
to  pay  the  exercise  price,  (7)  by  delivering  an irrevocable subscription
agreement  for  the Shares which irrevocably obligates the option holder to take
and pay for the Shares not more than twelve months after the date of delivery of
the  subscription  agreement,  (8)  any  combination of the foregoing methods of
payment  or  (9) such other consideration and method of payment for the issuance
of  Shares  to  the  extent  permitted under all applicable laws.  In making its
determination as to the type of consideration to accept, the Administrator shall
consider  if  acceptance  of  such  consideration  may be reasonably expected to
benefit  the  Company.

               (c)     The  Company,  in  its  sole  discretion, may establish a
procedure  whereby  a Director, subject to the requirements of Section 16 of the
Exchange  Act,  Rule  16b-3,  Regulation  T,  federal income tax laws, and other
federal,  state  and  local  tax  and securities laws, can exercise an Option or
portion  thereof  without  making  a  direct  payment of the option price to the
Company.  If  the  Company so elects to establish the cashless exercise program,
the Company shall determine, in its sole discretion, and from time to time, such
administrative  procedures  and  policies  as  it  deems  appropriate,  and such
procedures  and policies shall be binding on any Director wishing to utilize the
cashless  exercise  program.

          6.2     Terms of Options.
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               (a)     Prior  to  June  10,  2004,  any Option granted hereunder
shall be exercisable for a Term of five (5) years from the date of grant thereof
(Date  of  Grant),  but  shall  be subject to earlier termination as hereinafter
provided, and prior to its expiration or termination the Option may be exercised
within  the  following  time  limitations.

                    (i)     After one (1) year from the Date of Grant, it may be
exercised  as  to  not  more  than one-third (1/3) of the shares of Common Stock
originally  subject  to  the  Option.

                    (ii)     After  two (2) years from the Date of Grant, it may
be  exercised as to not more than two-thirds (2/3) of the shares of Common Stock
originally  subject  to  the  Option.

                    (iii)     After  three  (3) years from the Date of Grant, it
may  be exercised as to any part or all of the shares of Common Stock originally
subject  to  Option.


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               (b)     From  and  after  June  10,  2004,  all  Options shall be
exercisable  for  a  Term  of two (2) years from the Date of Grant, but shall be
subject  to  earlier  termination  as hereinafter provided, and all such Options
shall  be  fully  vested  as  of  the  Date  of  Grant.

          6.3     Termination  of  Directorship.  In  the  event that a Director
                  -----------------------------
ceases  to  be  a member of the Board (other than by reason of death), an Option
may  be  exercised by the Director (to the extent that the Director was entitled
to  do  so  at  the  time he/she ceased to be a member of the Board) at any time
within three (3) months after he/she ceases to be a member of the Board, but not
beyond  the  Term  of  the  Option.

          6.4     Death of a Director.  In the event of the death of a Director,
                  -------------------
the  Option may be exercised at any time within twelve (12) months following the
date  of  death,  but  in no event later than the expiration date of the Term of
such Option as set forth in the Option Agreement (by the Director's estate or by
a  person  who  acquired  the  right  to  exercise  the  Option  by  bequest  or
inheritance),  but only to the extent that the Director was entitled to exercise
the  Option  at  the  date  of  death.  To  the extent that the Director was not
entitled  to  exercise  the Option at the date of termination or if the Director
does  not  exercise  such  Option  to  the  extent  so  entitled within the time
specified  herein,  the  Option  shall  terminate.

     7.     TERM  OF  THE  PLAN.  The  Amended  and  Restated  Plan shall become
effective on June 10, 2004, provided the Plan has been previously adopted by the
Board of Directors and approved by the stockholders of the Company as determined
in Section 18 of the Plan.  It shall continue in effect for the remainder of the
initial  term  of  ten  (10)  years,  which  expire June 13, 2012, unless sooner
terminated  under  Section  14  of  the  Plan.

     8.     EXERCISE OF OPTION.

          (a)     Any  Option  granted  hereunder  shall  be exercisable at such
times  under  such  conditions  as determined by the Administrator, and shall be
permissible  under  the  terms  of  the  Plan.

          (b)     The  Option  may  not  be exercised for a fraction of a Share.

          An  Option shall be deemed to be exercised when written notice of such
Option  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 exercised has been received by the Company.
Full  payment  may,  as  authorized  by  the  Administrator,  consist  of  any
consideration  and method of payment allowable under Section 6.1(b) of the Plan.

          Exercise  of  an Option in any manner will result in a decrease in the
number of Shares which may thereafter be available, both for purpose of the Plan
and  for sale under the Option by the number of Shares as to which the Option is
exercised.

          (c)     Options  granted  to  persons  subject to Section 16(b) of the
Exchange  Act,  must  comply  with  Rule 16b-3 and shall contain such additional
conditions  or  restrictions  as  may  be required thereunder to qualify for the
maximum  exemption  from  Section  16  of  the Exchange Act with respect to Plan
transactions.

          (d)     Buy-Out  Provisions.  The  Administrator may at any time offer
                  -------------------
to  buy-out for a payment in cash or Shares, an Option previously granted, based
on  such  terms  and  conditions  as  the  Administrator  shall  establish  and
communicate to the Optionee at the time that such offer is made.

      9.     RIGHTS  OF  OPTIONEE.  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 stockholder shall exist
with  respect to the Optioned Stock, notwithstanding the exercise of the Option.
The  Company  shall


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issue,  or  cause to be issued, such stock certificate promptly upon 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.

     10.     NON-TRANSFERABILITY  OF  OPTIONS.  The  Option  may  not  be  sold,
pledged,  assigned, hypothecated, transferred or disposed of in any manner other
than:  (a) by will or the laws of descent and distribution, and an Option may be
exercised  during  the lifetime of the holder of the Option, only by him/her, or
in  the event of his/her death, by the legal representative of the estate of the
deceased  Director,  or  the  person  or  persons who shall acquire the right to
exercise  an  Option by the bequest or inheritance by reason of the death of the
Director, or in the event of disability, his/her personal representative, or (b)
pursuant to a Qualified Domestic Relations Order, as defined in the Code, or the
Employee Retirement and Security Act (ERISA), or the rules thereunder.

     11.     STOCK  WITHHOLDING  TO  SATISFY  WITHHOLDING  TAX OBLIGATIONS.  The
Company  shall  be  authorized to withhold from any Award granted or payment due
under  the  Plan  the  amount of withholding taxes due in respect of an Award or
payment  hereunder  and  to  take  such  other action as may be necessary in the
opinion  of  the Company to satisfy all obligations for the payment of taxes. At
the  discretion  of  the  Administrator,  Optionees  may  satisfy  withholding
obligations as provided in this paragraph. When an Optionee incurs tax liability
in  connection with an Option, which tax liability is subject to tax withholding
under  applicable  laws,  the Optionee is obligated to pay the Company an amount
required  to be withheld under applicable tax laws, the Optionee may satisfy the
withholding  tax  obligation  by  electing to have the Company withhold from the
Shares  to  be issued upon exercise of the Option that number of Shares having a
Fair  Market  Value equal to the amount required to be withheld. The Fair Market
Value  of  the  Shares  to  be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined (the "Tax Date").

          All  elections by an Optionee to have Shares withheld for this purpose
shall  be made in writing in a form acceptable to the Administrator and shall be
subject  to  the  following  restrictions:

          (a)     the  election  must  be made on or prior to the applicable Tax
Date;

          (b)     once  made,  the  election  shall  be  irrevocable  as  to the
particular Shares of the Option as to which the election is made;

          (c)     all  elections  shall be subject to the consent or disapproval
of  the  Administrator;

          (d)     if  the  Optionee  is subject to Rule 16b-3, the election must
comply with the applicable provisions of Rule 16b-3 and shall be subject to such
additional  conditions  or restrictions as may be required thereunder to qualify
for  the  maximum  exemption from Section 16 of the Exchange Act with respect to
Plan  transactions.

          In  the  event  the  election  to  have  Shares withheld is made by an
Optionee  and  the  Tax Date is deferred under Section 83 of the Code because no
election  is  filed  under Section 83(b) of the Code, the Optionee shall receive
the full number of Shares with respect to which the Option is exercised but such
Optionee  shall  be  unconditionally obligated to tender back to the Company the
proper  number  of  Shares  on  the  Tax  Date.

     12.     ADJUSTMENTS  UPON  CHANGES IN CAPITALIZATION OR MERGER.  Subject to
any  required action by the stockholders 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 such 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  split,  stock


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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 to
have  been  "effected without receipt for consideration."  Such adjustment shall
be  made  by  the  Board,  whose  determination  in that respect shall be final,
binding and conclusive.  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 of Common Stock subject
to  an  Option.

          In  the  event  of  the  proposed  dissolution  or  liquidation of the
Company, the Board shall notify the Optionee at least fifteen (15) days prior to
such  proposed  action.  To the extent it has not been previously exercised, the
Option  will  terminate  immediately  prior to the consummation of such proposed
action.  In  the  event of a merger or consolidation of the Company with or into
another  corporation  or  the  sale of substantially all of the Company's assets
(hereinafter,  a  "merger"), the Option shall be assumed or an equivalent option
shall  be substituted by such successor corporation or a parent or subsidiary of
such  successor  corporation.  In the event that such successor corporation does
not  agree to assume the Option or to substitute an equivalent option, the Board
shall,  in  lieu of such assumption or substitution, provide for the Optionee to
have the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which the Option would not otherwise the exercisable.  If the Board
makes  an  Option fully exercisable in lieu of assumption or substitution in the
event  of a merger, the Board shall notify the Optionee that the Option shall be
fully exercisable for a period of fifteen (15) days from the date of such notice
and  the Option will terminate upon the expiration of such period.  For purposes
of  this  paragraph,  the  Option  shall be considered assumed if, following the
merger,  the  Option  or  right confers the right to purchase, for each Share of
stock  subject  to the Option immediately prior to the merger, the consideration
(whether stock, cash, or other securities or property) received in the merger by
holders  of  Common  Stock  for  each  Share  held  on the effective date of the
transaction  (and if holders were offered a choice of consideration, the type of
consideration  chosen  by  the holders of a majority of the outstanding Shares);
provided,  however,  that  if  such consideration received in the merger was not
solely  common  stock of the successor corporation or its parent, the Board may,
with  the  consent of the successor corporation and the participant, provide for
the consideration to be received upon the exercise of the Option, for each Share
of  stock  subject  to  the  Option,  to be solely common stock of the successor
corporation  or  its  Parent  equal  to  the  Fair Market Value to the per share
consideration  received  by  holders  of  Common  Stock in the merger or sale of
assets.

     13.     FORM  OF OPTIONS.  Nothing contained in the Plan nor any resolution
adopted  or  to be adopted by the Board or the stockholders of the Company shall
constitute  the granting of any Option.  An Option shall be granted hereunder on
the  date  or  dates  specified in the Plan.  Whenever the Plan provides for the
receipt  of  an  Option  by  a  Director,  the Secretary or the President of the
Company,  or  such  other person as the Committee shall appoint, shall forthwith
send  notice  thereof  to  the  Director,  in  such  form as the Committee shall
approve, stating the number of Shares of Common Stock subject to the Option, the
Term  of  the Option, and all other terms and conditions thereof provided by the
Plan.  The  notice shall be accompanied by a written Award Agreement which shall
have  been  duly  executed  by  or  on  behalf of the Company.  Execution by the
Director  to  whom  such Option is granted of said Award Agreement in accordance
with the provisions set forth in this Plan shall be a condition precedent to the
exercise  of  any  Option.

     14.     AMENDMENT AND TERMINATION OF THE PLAN.

          (a)     Amendment  and  Termination.  The Board may at any time amend,
                  ---------------------------
alter,  suspend  or  discontinue  the  Plan,  but  no  amendment,  alternation,
suspension or discontinuation shall be made which would impair the rights of any
Optionee  under  any  grant  theretofore  made,  without  his or her consent. In
addition,  to the extent necessary and desirable to comply with Rule 16b-3 under
the Exchange Act or with Section 422 of the Code (or any other applicable law or
regulation,  including  the


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<PAGE>
requirements  of  the  NASD or an established stock exchange), the Company shall
obtain stockholder approval of any Plan amendment in such a manner and to such a
degree  as  required.

          (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 writing and signed by the Optionee and the
Company.

          (c)     Amendments  to  Prior  Grants.  Subject  to  the  terms  and
                  -----------------------------
conditions  and  within the limitations of the Plan, the Administrator may amend
the terms of any Option theretofore granted, prospectively or retroactively, but
no such amendment shall (i) materially impair the rights of any Optionee without
his  or  her consent or (ii) except for adjustments made pursuant to Section 12,
reduce  the exercise price of outstanding Options or cancel or amend outstanding
Options  for the purpose of repricing, replacing or regranting such Options with
an  exercise  price that is less than the exercise price of the original Options
without  stockholder  approval.

     15.     CONDITIONS  UPON  ISSUANCE  OF  SHARES.  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, and the requirements of any stock exchange upon which the Shares may
then  be listed, and shall be further subject to the approval of counsel for the
Company  with  respect  to  such  compliance.

          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 representation is required by any of
the  aforementioned  relevant  provisions  of  law.

     16.     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.  The 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.

     17.     AGREEMENTS.  Options  shall  be  evidenced by written agreements in
such form as the Board shall approve from time to time.

     18.     STOCKHOLDER  APPROVAL.  The amendments to this Amended and Restated
Outside  Directors'  Stock  Option  Plan  shall  be  subject  to approval by the
stockholders  of  the Company within twelve (12) months before or after the date
the  Amended  and  Restated Plan is adopted.  Such stockholder approval shall be
obtained  in  the  degree and manner required under applicable state and federal
law.

     19     INFORMATION  TO  OPTIONEES.  The  Company  shall  provide  to  each
Optionee,  during  the  period  for  which such Optionee has one or more Options
outstanding,  copies  of  all  annual  reports  and  other  information which is
provided  to all stockholders of the Company.  The Company shall not be required
to provide such information if the issuance of Options under the Plan is limited
to  Directors whose duties in connection with the Company assure their access to
equivalent  information.


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<PAGE>
     20.     FEES  AND COSTS.  The Company shall pay all original issue taxes on
the  exercise  of  any  Option  granted  under  the  Plan and all other fees and
expenses necessarily incurred by the Company in connection therewith.

21.  OTHER  PROVISIONS.  As  used in the Plan, and in Award Agreements and other
     documents  prepared  in  implementation  of  the  Plan,  references  to the
     masculine  pronoun  shall be deemed to refer to the feminine or neuter, and
     references  in  the singular or the plural shall refer to the plural or the
     singular,  as  the  identity of the person or persons or entity or entities
     being  referred  to  may require. The captions used in the Plan and in such
     Award Agreements and other documents prepared in implementation of the Plan
     are  for convenience only and shall not affect the meaning of any provision
     hereof  or  thereof.


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