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                                                                    EXHIBIT 10.1
                                                                      APPENDIX A

                                  TEKGRAF, INC.

                             1997 STOCK OPTION PLAN
               (AS AMENDED AND RESTATED EFFECTIVE MARCH 26, 2000)


1.       PURPOSE.

         The purpose of this plan (the "Plan") is to secure for TEKGRAF, INC.
(the "Company") and its stockholders the benefits arising from capital stock
ownership by employees, officers and directors of, and consultants or advisors
to, the Company who are expected to contribute to the Company's future growth
and success. Except where the context otherwise requires, the term "Company"
shall include all present and future subsidiaries of the Company as defined in
Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or
replaced from time to time (the "Code"). Those provisions of the Plan which make
express reference to Section 422 shall apply only to Incentive Stock Options (as
that term is defined in the Plan).

2.       TYPE OF OPTIONS AND ADMINISTRATION.

         (a) Types of Options. Options granted pursuant to the Plan may be
either incentive stock options ("Incentive Stock Options") meeting the
requirements of Section 422 of the Code or nonqualified stock options which are
not intended to meet the requirements of Section 422 of the Code, as determined
by the Committee (as defined below).

         (b) Administration. The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company ("Board"), whose
construction and interpretation of the terms and provisions of the Plan shall be
final and conclusive. To the extent determined necessary or desirable by the
Board, the Committee shall consist of two or more members of the Board, each of
whom shall constitute both a "non-employee director" within the meaning of Rule
16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act") and an "outside director" within the meaning of Code Section
162(m). The Committee may in its sole discretion grant options to purchase
shares of the Company's Class A Common Stock, $.001 par value per share ("Common
Stock") and issue shares upon exercise of such options as provided in the Plan.
The Committee shall have authority, subject to the express provisions of the
Plan, to construe the respective option agreements and the Plan, to prescribe,
amend and rescind rules and regulations relating to the Plan, to determine the
terms and provisions of the respective option agreements, which need not be
identical, and to make all other determinations in the judgment of the Committee
necessary or desirable for the administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any option agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole and final judge
of such expediency. No director or person

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acting pursuant to authority delegated by the Committee shall be liable for any
action or determination under the Plan made in good faith. If at any time the
Board has not appointed a Committee under the Plan, the Board shall act as the
Committee.

3.       ELIGIBILITY

         Options may be granted to persons who are, at the time of grant,
employees, officers or directors of, or consultants or advisors to, the Company
provided, that Incentive Stock Options may only be granted to individuals who
are employees of the Company (within the meaning of Section 3401(c) of the
Code). A person who has been granted an option may, if he or she is otherwise
eligible, be granted additional options if the Committee shall so determine.

4.       STOCK SUBJECT TO PLAN.

         The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 15 below, (i) the maximum number of shares of Common Stock
of the Company which may be issued and sold under the Plan is 1,000,000 shares,
and (ii) in no event shall the number of shares of Common Stock underlying
options awarded to any individual in any 12-month period exceed 300,000 shares.
If an option granted under the Plan shall expire, terminate or is cancelled for
any reason without having been exercised in full, the unpurchased shares subject
to such option shall again be available for subsequent option grants under the
Plan.

5.       FORMS OF OPTION AGREEMENTS.

         As a condition to the grant of an option under the Plan, each recipient
of an option shall execute an option agreement in such form not inconsistent
with the Plan as may be approved by the Committee. Such option agreements may
differ among recipients.

6.       PURCHASE PRICE.

         (a) General. The purchase price per share of stock deliverable upon the
exercise of an option shall be determined by the Committee at the time of grant
of such option; provided, however, that in the case of an Incentive Stock
Option, the exercise price shall not be less than 100% of the Fair Market Value
(as hereinafter defined) of such stock, at the time of grant of such option, or
less than 110% of such Fair Market Value in the case of options described in
Section 11(b). "Fair Market Value" of a share of Common Stock of the Company as
of a specified date for the purposes of the Plan shall mean the closing price of
a share of the Common Stock on the principal securities exchange on which such
shares are traded on the day immediately preceding the date as of which Fair
Market Value is being determined, or on the next preceding date on which such
shares are traded if no shares were traded on such immediately preceding day, or
if the shares are not traded on a securities exchange, Fair Market Value shall
be deemed to be the average of the high bid and low asked prices of the shares
in the over-the-counter market on the day immediately preceding the date as of
which Fair Market Value is being determined or on the next preceding date on
which such high bid and low asked prices


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were recorded. If the shares are not publicly traded, Fair Market Value of a
share of Common Stock (including, in the case of any repurchase of shares, any
distributions with respect thereto which would be repurchased with the shares)
shall be determined in good faith by the Committee.

         (b) Payment of Purchase Price. Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or, to the extent provided in the applicable option agreement, (i) by
delivery to the Company of shares of Common Stock of the Company that have been
held by the optionee at least six months having a Fair Market Value on the date
of exercise equal in amount to the exercise price of the options being
exercised, (ii) by any other means which the Committee determines are consistent
with the purpose of the Plan and with applicable laws and regulations
(including, without limitation, the provisions of Rule 16b-3 and Regulation T
promulgated by the Federal Reserve Board) or (iii) by any combination of such
methods of payment. Payment of the exercise price by delivery of Common Stock
then owned by the optionee may be made, if permitted by the Committee, only if
such payment does not result in a charge to earnings for financial accounting
purposes as determined by the Committee.

7.       OPTION PERIOD.

         Subject to earlier termination as provided in the Plan, each option and
all rights thereunder shall expire on such date as determined by the Board of
Directors and set forth in the applicable option agreement, provided, that such
date shall not be later than (10) ten years after the date on which the option
is granted.

8.       EXERCISE OF OPTIONS.

         Each option granted under the Plan shall be exercisable either in full
or in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan. If an option is not at the time of grant immediately exercisable,
the Committee may (i) in the agreement evidencing such option, provide for the
acceleration of the exercise date or dates of the subject option upon the
occurrence of specified events, and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.

9.       NONTRANSFERABILITY OF OPTIONS.

         No option granted under this Plan shall be assignable or otherwise
transferable by the optionee except by will or by the laws of descent and
distribution or pursuant to a domestic relations order that would satisfy the
applicable requirements of a qualified domestic relations order within the
meaning of Section 414(p) of the Code and the rules thereunder, if those
provisions were applicable to the Plan. An option may be exercised during the
lifetime of the optionee only by the optionee. In the event an optionee dies
during his employment by the Company or any of its subsidiaries, or during the
three-month period following the date of termination of such employment, his
option shall


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thereafter be exercisable, during the period specified in the option agreement,
by his executors or administrators to the full extent to which such option was
exercisable by the optionee at the time of his death during the periods set
forth in Section 10 or 11(d).

10.      EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

         Except as provided in Section 11(d) with respect to Incentive Stock
Options, and subject to the provisions of the Plan, an optionee may exercise an
option at any time within three (3) months following the termination of the
optionee's employment or other relationship with the Company or within one (1)
year if such termination was due to the death or disability (as determined by
the Committee) of the optionee, to the extent that such option was exercisable
at the optionee's termination of employment or other relationship, but in no
event later than the expiration date of the option. If the termination of the
optionee's employment or relationship with the Company is for cause or is
otherwise attributable to a breach by the optionee of an employment or
confidentiality or non-disclosure agreement, the option shall expire immediately
upon such termination. The Committee shall have the power to determine what
constitutes a termination for cause or a breach of an employment or
confidentiality or non-disclosure agreement, whether an optionee has been
terminated for cause or has breached such an agreement, and the date upon which
such termination for cause or breach occurs. Any such determinations shall be
final and conclusive and binding upon the optionee. Unless the Committee
determines otherwise, any portion of an option that is not exercisable on the
optionee's termination of employment or other relationship with the Company will
be forfeited on such termination date.

11.      INCENTIVE STOCK OPTIONS.

         Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:

         (a) Express Designation. All Incentive Stock Options granted under the
Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.

         (b) 10% Stockholder. If any employee to whom an Incentive Stock Option
is to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rules of Section 424(d) of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:

                  (i) The purchase price per share of the Common Stock subject
         to such Incentive Stock Option shall not be less than 110% of the Fair
         Market Value of one share of Common Stock at the time of grant; and

                  (ii) the option exercise period shall not exceed five years
         from the date of grant.


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         (c) Dollar Limitation. For so long as the Code shall so provide,
options granted to any employee under the Plan (and any other incentive stock
option plans of the Company) which are intended to constitute Incentive Stock
Options shall not, in the aggregate, become exercisable for the first time in
any one calendar year for shares of Common Stock with an aggregate Fair Market
Value, as of the respective date or dates of grant, of more than $100,000.

         (d) Termination of Employees, Death or Disability. No Incentive Stock
Option may be exercised unless, at the time of such exercise, the optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Company, except that:

                  (i) an Incentive Stock Option may be exercised within the
         period of three months after the date the optionee ceases to be an
         employee of the Company (or within such lesser period as may be
         specified in the applicable option agreement), provided, that the
         agreement with respect to such option may designate a longer exercise
         period and that the exercise after such three-month period shall be
         treated as the exercise of a non-statutory option under the Plan;

                  (ii) if the optionee dies while in the employ of the Company,
         or within three months after the optionee ceases to be such an
         employee, the Incentive Stock Option may be exercised by the person to
         whom it is transferred by will or the laws of descent and distribution
         within the period of one year after the date of death (or within such
         lesser period as may be specified in the applicable option agreement);
         and

                  (iii) if the optionee becomes disabled (within the meaning of
         Section 22(e) (3) of the Code or any successor provisions thereto)
         while in the employ of the Company, the Incentive Stock Option may be
         exercised within the period of one year after the date the optionee
         ceases to be such an employee because of such disability (or within
         such lesser period as may be specified in the applicable option
         agreement).

         For all purposes of the Plan and any option granted hereunder,
"employment" shall be defined in accordance with the provisions of Section
1.421-7(h) of the Income Tax Regulations (or any successor regulations).
Notwithstanding the foregoing provisions, no Incentive Stock Option may be
exercised after its expiration date. Unless determined otherwise by the
Committee, any portion of an Incentive Stock Option which is not exercisable on
the optionee's termination of employment with the Company shall be forfeited. To
the extent that an option which is intended to be an Incentive Stock Option does
not satisfy the requirements of Code Section 422, it shall be treated as a
nonqualified option.

12.      ADDITIONAL PROVISIONS.

         (a) Additional Option Provisions. The Committee may, in its sole
discretion, include additional provisions in option agreements covering options
granted under the


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Plan, including without limitation restrictions on transfer, repurchase rights,
rights of first refusal, commitments to pay cash bonuses, to make, arrange for
or guaranty loans or to transfer other property to optionees upon exercise of
options, or such other provisions as shall be determined by the Committee;
provided, that such additional provisions shall not be inconsistent with any
other term or condition of the Plan.

         (b) Acceleration, Extension, Etc. The Committee may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under the
Plan may be exercised.

13.      GENERAL RESTRICTIONS.

         (a) Investment Representations. The Company may require any person to
whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option for
his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws, or with covenants or representations made by
the Company in connection with any public offering of its Common Stock.

         (b) Compliance With Securities Laws. Each option shall be subject to
the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with the issuance or purchase
of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent, or approval, or
satisfaction of such condition shall have been effected or obtained on
conditions acceptable to the Committee. Nothing herein shall be deemed to
require the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.

14.      RIGHTS AS A STOCKHOLDER.

         The holder of an option shall have no rights as a stockholder with
respect to any shares covered by the option (including, without limitation, any
rights to receive dividends or non-cash distributions with respect to such
shares) until the date of issue of a stock certificate to him or her for such
shares. No adjustment shall be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.


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15.      ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS, REORGANIZATIONS AND
         RELATED TRANSACTIONS.

         (a) Recapitalizations and Related Transactions. If, through or as a
result of any recapitalization, reclassification, stock dividend, stock split,
reverse stock split, spinoff or other similar transaction, (i) the outstanding
shares of Common Stock are increased, decreased or exchanged for a different
number or kind of shares or other securities of the Company, or (ii) additional
shares or new or different shares or other non-cash assets are distributed with
respect to such shares of Common Stock or other securities, the Committee, in
its sole discretion, shall make an appropriate and proportionate adjustment in
(x) the maximum number and kind of shares reserved for issuance under the Plan,
(y) the number and kind of shares or other securities subject to any then
outstanding options under the Plan, and (z) the price for each share subject to
any then outstanding options under the Plan, without changing the aggregate
purchase price as to which such options remain exercisable.

         (b) Reorganization, Merger and Related Transactions. If the Company
shall be the surviving corporation in any reorganization, merger or
consolidation of the Company with one or more other corporations, any then
outstanding option granted pursuant to the Plan shall pertain to and apply to
the securities to which a holder of the number of shares of Common Stock subject
to such options would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding proportionate
adjustment of the purchase price as to which such options may be exercised so
that the aggregate purchase price as to which such options may be exercised
shall be the same as the aggregate purchase price as to which such options may
be exercised for the shares remaining subject to the options immediately prior
to such reorganization, merger, or consolidation. For purposes of this Section
15 and Section 16, the Company will be treated as the "surviving corporation" in
a merger, consolidation or similar transaction if substantially all of the
individuals and entities who were the beneficial owners of the voting securities
of the Company immediately prior to the transaction continue to own, directly or
indirectly, immediately after the transaction at least 60% of the outstanding
shares of voting securities of the corporation resulting from the transaction.

         (c) Board Authority to Make Adjustments. Any adjustments under this
Section 15 will be made by the Committee, whose determination as to what
adjustments, if any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued under the Plan on account of
any such adjustments.

16.      MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.

         (a) General. In the event of a consolidation or merger in which the
Company is not the surviving corporation, or sale of all or substantially all of
the assets of the Company in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the Company (collectively, a
"Corporate Transaction"), the Committee, or the board of directors of any
corporation assuming the obligations of the Company, may,


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in its discretion, take any one or more of the following actions, as to
outstanding options: (i) provide that such options shall be assumed, or
equivalent options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), provided that any such options
substituted for Incentive Stock Options shall meet the requirements of Section
424(a) of the Code, (ii) upon written notice to the optionees, provide that all
unexercised options will terminate immediately prior to the consummation of such
transaction unless exercised by the optionee within a specified period following
the date of such notice, (iii) in the event of a Corporate Transaction under the
terms of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the Corporate
Transaction (the "Transaction Price"), make or provide for a cash payment to the
optionees equal to the difference between (A) the Transaction Price times the
number of shares of Common Stock subject to such outstanding options (to the
extent then exercisable at prices not in excess of the Transaction Price) and
(B) the aggregate exercise price of all such outstanding options in exchange for
the termination of such options, and (iv) provide that all or any outstanding
options shall become exercisable in full immediately prior to such event.

         (b) Substitute Options. The Company may grant options under the Plan in
substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation. The
Company may direct that substitute options be granted on such terms and
conditions as the Committee considers appropriate in the circumstances.

17.      NO SPECIAL EMPLOYMENT RIGHTS.

         Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.

18.      OTHER EMPLOYEE BENEFITS.

         Except as to plans which by their terms expressly include such amounts
as compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.

19.      AMENDMENT OF THE PLAN.

         The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect; provided, however, subject to Sections 15 and
16 (relating to


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adjustments to shares), no such modification or amendment shall, without the
optionee's consent, adversely affect the rights of such optionee with respect to
options previously granted to him or her under the Plan.

20.      WITHHOLDING.

         (a) The Company shall have the right to deduct from payments of any
kind otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan. Subject to the prior approval of the Committee, which
may be withheld by the Committee in its sole discretion, the optionee may elect
to satisfy the minimum tax withholding obligations required by law, in whole or
in part, (i) by causing the Company to withhold shares of Common Stock otherwise
issuable pursuant to the exercise of an option or (ii) by delivering to the
Company shares of Common Stock already owned by the optionee. The shares so
delivered or withheld shall have a Fair Market Value equal to such withholding
obligation as of the date that the amount of tax to be withheld is to be
determined. An optionee who has made an election pursuant to this Section 20(a)
may only satisfy his or her withholding obligation with shares of Common Stock
which are not subject to any repurchase, forfeiture, unfulfilled vesting or
other similar requirements.

         (b) The acceptance of shares of Common Stock upon exercise of an
Incentive Stock Option shall constitute an agreement by the optionee (i) to
notify the Company if any or all of such shares are disposed of by the optionee
within two years from the date the option was granted or within one year from
the date the shares were issued to the optionee pursuant to the exercise of the
option, and (ii) if required by law, to remit to the Company, at the time of and
in the case of any such disposition, an amount sufficient to satisfy the
Company's federal, state and local withholding tax obligations with respect to
such disposition, whether or not, as to both (i) and (ii), the optionee is in
the employ of the Company at the time of such disposition.

21.      CANCELLATION AND NEW GRANT OF OPTIONS, ETC.

         The Committee shall have the authority to effect, at any time and from
time to time, with the consent of the affected optionees, (i) the cancellation
of any or all outstanding options under the Plan and the grant in substitution
therefor of new options under the Plan covering the same or different numbers of
shares of Common Stock and having an option exercise price per share which may
be lower or higher than the exercise price per share of the cancelled options or
(ii) the amendment of the terms of any and all outstanding options under the
Plan to provide an option exercise price per share which is higher or lower than
the then-current exercise price per share of such outstanding options.

22.      EFFECTIVE DATE AND DURATION OF THE PLAN.

         (a) Effective Date. This amendment and restatement of the Plan shall
become effective when adopted by the Board of Directors, subject to the approval
of the Company's stockholders to the extent so provided by the Board.


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         (b) Termination. Unless sooner terminated in accordance with Section
16, the Plan shall terminate upon the earlier of (i) the close of business on
the day next preceding the tenth anniversary of the date of its initial adoption
by the Board, or (ii) the date on which all shares available for issuance under
the Plan shall have been issued pursuant to the exercise or cancellation of
options granted under the Plan. If the date of termination is determined under
(i) above, then options outstanding on such date shall continue to have force
and effect in accordance with the provisions of the instruments evidencing such
options.

23.      PROVISION FOR FOREIGN PARTICIPANTS.

         The Committee may, without amending the Plan, modify awards or options
granted to participants who are foreign nationals or employed outside the United
States to recognize differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency, employee
benefit or other matters.

24.      GOVERNING LAW.

         The provisions of this Plan shall be governed and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws.

         Adopted by the Board of Directors on August 7, 1996, amended on May 26,
1999, amended and restated on March 26, 2000.


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