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                                                                   Exhibit 10.3

                         Amendments to ThrustMaster, Inc. 
                    Directors' Non-Qualified Stock Option Plan
     
The following amendments to the ThrustMaster, Inc. Directors' Non-Qualified 
Stock Option Plan (the "Plan") were adopted January 23, 1998:

     1.   The following paragraph is added to Section 4(h) of the Plan:

               With respect to options granted after January 22, 1998, the
          exercise price for shares purchased under an Option shall be paid in
          full to the Company by delivery of consideration equal to the product
          of the Option exercise price and the number of shares purchased.  Such
          consideration must be paid in cash or by check or, unless the Plan
          Administrator in its sole discretion determines otherwise, either at
          the time the Option is granted or at any time before it is exercised,
          a combination of cash and/or check (if any) and one or both of the
          following alternative forms:  (a) tendering (either actually or, if
          and so long as the Common Stock is registered under Section 12(b) or
          12(g) of the Exchange Act, by attestation) Common Stock already owned
          by the Optionee for at least six months (or any shorter period
          necessary to avoid a charge to the Company's earnings for financial
          reporting purposes) having a Fair Market Value on the day prior to the
          exercise date equal to the aggregate Option exercise price or (b) if
          and so long as the Common Stock is registered under Section 12(b) or
          12(g) of the Exchange Act, delivery of a properly executed exercise
          notice, together with irrevocable instructions, to (i) a brokerage
          firm designated by the Company to deliver promptly to the Company the
          aggregate amount of sale or loan proceeds to pay the Option exercise
          price and any withholding tax obligations that may arise in connection
          with the exercise and (ii) the Company to deliver the certificates for
          such purchased shares directly to such brokerage firm, all in
          accordance with the regulations of the Federal Reserve Board.  In
          addition, the exercise price for shares purchased under an Option may
          be paid, either singly or in combination with one or more of the
          alternative forms of payment authorized by this Section 4(h), by such
          other consideration as the Plan Administrator may permit.  


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          2.   The following sentence is added to paragraph 4(j) of the Plan:

               Notwithstanding the foregoing, and to the extent permitted
               by Section 422 of the Code, the Committee, in its sole
               discretion, may permit such assignment or transfer and may
               permit a holder of Options to designate a beneficiary who
               may exercise the Options; provided, however, that the
               Options so assigned or transferred shall be subject to all
               the same terms and conditions contained in the instrument
               evidencing the Option.

          3.   The following phrase is added to the first sentence of
     Section 5(h) of the Plan:  "with respect to grants of options occurring
     prior to January 23, 1998."

          4.   Section 9 of the Plan is amended to read as follows:

                    The Plan Administrator may, at any time, modify, amend
               or terminate this Plan and Options granted under this Plan,
               including, without limitation, such modifications or
               amendments as are necessary to maintain compliance with
               applicable statutes, rules or regulations; provided,
               however, that no amendment with respect to an outstanding
               Option shall be made over the objection of the Optionee
               thereof.  Without limiting the generality of the foregoing,
               the Plan Administrator may modify grants to persons who are
               eligible to receive Options under this Plan who are foreign
               nationals or employed outside the United States to recognize
               differences in local law, tax policy or custom.