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                                                                   EXHIBIT 10.2


                              NEMATRON CORPORATION
                        1993 DIRECTORS STOCK OPTION PLAN
                      (as amended and restated March 1997)


     1. PURPOSE.  The purpose of the Plan is to promote the best interests of
the Company and its shareholders by attracting and retaining the best available
personnel to serve as directors of the Company, to provide additional incentive
to non-employee directors and to encourage their continued service on the Board
of Directors.

     2. ADMINISTRATION.  The Board of Directors shall interpret the Plan as it
deems necessary or advisable for administration of the Plan; provided, however,
that the Board shall exercise only ministerial duties and shall have no
discretion with respect to who may be a Participant or the amount, price and
timing of awards under the Plan.  The decision of the Board on any matter on
which it may make a determination under the immediately preceding sentence shall
be final and binding upon all Participants.

     3. PARTICIPANTS.  Participants in the Plan shall be directors of the
Company who are not Employees and who are members of the Board of Directors on
the date an option is granted under the Plan.

     4. STOCK.  The stock subject to options under the Plan shall be the Common
Stock.  The total amount of Common Stock on which options may be granted under
the Plan shall not exceed 120,000 shares, subject to adjustment in accordance
with Section 9.  Shares subject to any unexercised portion of a terminated,
cancelled, forfeited or expired option granted under the Plan may again be
subjected to options under the Plan.

     5. AWARD OF OPTIONS.  On (a) the later of the effective date of the Plan or
the date on which a Participant first becomes a member of the Board of
Directors, and (b) the date of each annual meeting of shareholders occurring
thereafter during the term of the Plan if such Participant shall have been a
director for the six months immediately preceding such annual meeting, each
Participant shall, automatically and without discretion, be granted an option


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to purchase 1,000 shares of Common Stock with an exercise price equal to the
greater of (a) the Fair Market Value per share or (b) the Book Value per share
of Common Stock on the date the option is granted.  Each such option shall be
exercisable beginning six months after the date the option is granted until the
close of business on the fifth anniversary of the date the option is granted and
shall be a Nonqualified Stock Option.  Once an option becomes exercisable, a
Participant may exercise all or part of such option by delivering written notice
to the Company and tendering payment for the shares being purchased. Each option
shall be evidenced by a stock option agreement containing such terms described
above and incorporating the terms of the Plan.  Any Participant may hold more
than one option under the Plan and any other stock option plan of the Company.

     6. PAYMENT FOR SHARES.  The purchase price for shares of Common Stock to be
acquired upon exercise of an option granted hereunder shall be paid in full, at
the time of exercise, in any of the following ways: (a) in cash, (b) by
certified check, bank draft or money order, (c) by tendering to the Company
shares of Common Stock then owned by the Participant, duly endorsed for transfer
or with duly executed stock power attached, which shares shall be valued at
their Fair Market Value as of the date of such exercise and payment.
        
     7. WITHHOLDING TAXES.  The Company shall have the right to withhold from a
Participant's compensation or require a Participant to remit sufficient funds to
satisfy applicable withholding tax obligations upon the exercise of an option.

     8. NON-ASSIGNABILITY.  No option shall be transferable by a Participant
except by will or 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 ("ERISA"), or the rules thereunder.
During the lifetime of a Participant, an option shall be exercised only by the
Participant.  No transfer of an option shall be effective to bind the Company
unless the Company shall have been furnished written 

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notice thereof and such evidence as the Company may deem necessary to establish
the validity of the transfer and the acceptance by the transferee of the terms
and conditions of the option.
        
     9. TERMINATION OF SERVICE.  (a) If, prior to the date that an option shall
first become exercisable, the Participant shall cease to be a director of the
Company, with or without cause, or due to the act, death, Disability, or
retirement of the Participant, the Participant's right to exercise the option
shall terminate and all rights thereunder shall cease.  (b) If, on or after the
date that an option shall first become exercisable, a Participant shall cease to
be a director of the Company for any reason other than death or Disability, the
Participant shall have the right, prior to the earlier of (i) the expiration of
the option or (ii) the day which is three months after the date on which the
Participant ceased to be a director of the Company, to exercise the option to
the extent that it was exercisable and is unexercised on the date the
Participant ceased to be a director of the Company, subject to any other
limitation on the exercise of the option in effect at the date of exercise. (c)
If, on or after the date that an option shall have become exercisable, the
Participant shall die or become Disabled while a director of the Company or
while such option remains exercisable, the Participant or the executor or
administrator of the estate of the Participant (as the case may be), or the
person or persons to whom the option shall have been transferred by will or by
the laws of descent and distribution, shall have the right, prior to the earlier
of (i) the expiration of the option or (ii) the day which is one year after the
date of the Participant's death or Disability to exercise the option to the
extent that it was exercisable and unexercised on the date of death, subject to
any other limitation on exercise in effect at the date of exercise.

     10. ADJUSTMENTS.  In the event that any dividend or other distribution
(whether in the form of cash, Common Stock, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Common Stock 

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or other securities of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or other similar
corporate transaction or event affects the Common Stock such that an adjustment
is determined by the Board of Directors to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Board of Directors shall, in such manner
as it may deem equitable, adjust any or all of (a) the number and type of shares
of Common Stock or other securities which thereafter may be made the subject of
options, (b) the number and type of shares of Common Stock or other securities
subject to outstanding options, and (c) the exercise price with respect to any
option, or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding option; provided, however, that the number of shares of
Common Stock subject to any option shall always be a whole number.
        
     11. RIGHTS PRIOR TO ISSUANCE OF SHARES.  No Participant shall have any
rights as a shareholder with respect to any shares covered by an option until
the issuance of a stock certificate to the Participant for such shares.  No
adjustment shall be made for dividends or other rights with respect to such
shares for which the record date is prior to the date such certificate is
issued.

     12. TERMINATION AND AMENDMENT.  The Board of Directors may terminate the
Plan, or the granting of options under the Plan, at any time.  No Option shall
be granted under the Plan after September 15, 2002.  Termination of the Plan
shall not affect the rights of the holders of any options previously granted.

     The Board of Directors may amend or modify the Plan at any time and from
time to time.  No amendment, modification, or termination of the Plan shall in
any manner affect any option granted under the Plan without the consent of the
Participant holding the option.

     13. APPROVAL OF PLAN.  The Plan shall be subject to the approval of the
holders of at least a majority of the shares of 

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Common Stock of the Company present and entitled to vote at a meeting of
shareholders of the Company held within 12 months after adoption of the Plan by
the Board (or acting by consent in lieu of a meeting).  The Plan shall be
effective on the date the Plan is so approved by shareholders.  No option
granted under the Plan may be exercised in whole or in part until the Plan has
been approved by the shareholders as provided herein.  If not approved by
shareholders within such 12-month period, the Plan and any options granted
hereunder shall become void and of no effect.
        
     14. CERTAIN DEFINITIONS.

     The "Book Value" per share of Common Stock shall mean (i) the total
shareholders' equity for the Company and its Subsidiaries, as stated on the
Company's most recently published consolidated balance sheet, divided by (ii)
the number of shares of Common Stock issued and outstanding on the date of
grant.

     The "Code" is the Internal Revenue Code of 1986, as amended.

     The "Common Stock" is the common stock of the Company.

     The "Company" is Nematron Corporation, a Michigan corporation.

     "Disabled" or "Disability" means permanently disabled as defined in Section
22(e)(3) of the Code.

     "Employee" means an individual with an "employment relationship" with the
Company, or any Parent or Subsidiary, as defined in Regulation 1.421-7(h)
promulgated under the Code, and shall include, without limitation, employees who
are directors of the Company, or any Parent or Subsidiary.

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


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     "Fair Market Value" shall mean the average of the high and low sale prices
per share of the Common Stock reported in the Wall Street Journal (or if high
and low sale prices are not reported, the last sale price per share reported in
the Wall Street Journal or, if the last sale prices is not reported, the last
bid price per share reported in the Wall Street Journal) for the last preceding
day on which the Common Stock was traded prior to the date with respect to which
the fair market value is to be determined, as determined by the Board in its
sole discretion.

     A "Nonqualified Stock Option" is an option granted under the Plan other
than an option intended to meet the requirements of Section 422 of the Code.

     "Parent" means any "parent corporation" of the Company as defined in
Section 424(e) of the Code.

     "Participant" is defined in Section 3.

     The "Plan" is the 1993 Directors Stock Option Plan.

     "Subsidiary" means any "subsidiary corporation" of the Company as defined
in Section 424(f) of the Code.



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