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                                                                    EXHIBIT 10.3

                             OAKHURST CAPITAL, INC.

                  1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1.    PURPOSE.

      This Non-Qualified Stock Option Plan, to be known as the 1994 Non-Employee
      Director Stock Option Plan (hereinafter, this "PLAN") is intended to
      promote the interests of Oakhurst Capital, Inc., a Delaware corporation
      (hereinafter, the "COMPANY") by providing an inducement to obtain and
      retain the services of qualified persons who are not employees or officers
      of the Company to serve as members of its Board of Directors (the
      "BOARD").

2.    AVAILABLE SHARES.

      The total number of shares of Common Stock, par value $.01 per share, of
      the Company (the "COMMON STOCK"), for which options may be granted under
      this Plan shall not exceed 100,000, subject to adjustment in accordance
      with Paragraph 10 of this Plan. Shares subject to this Plan are authorized
      but unissued shares or shares that were once issued and subsequently
      reacquired by the Company. If any options granted under this Plan are
      surrendered before exercise or lapse without exercise, in whole or in
      part, the shares reserved therefor shall continue to be available under
      this Plan.

3.    ADMINISTRATION.

      This Plan shall be administered by the Stock Plans Committee of the Board
      of Directors (the "COMMITTEE"). In the event the Committee ceases to exist
      for whatever reason, the Board shall have all power and authority to
      administer this Plan. In such event, the word "Committee" wherever used
      herein shall be deemed to mean the Board. The Committee shall, subject to
      the provisions of this Plan, have the power to construe this Plan, to
      determine all questions hereunder, and to adopt and amend such rules and
      regulations for the administration of this Plan as it may deem desirable.

4.    GRANTING OF OPTIONS.

      (a)   INITIAL GRANT. On the effective date of the adoption of this Plan by
            the Board (the "EFFECTIVE DATE"), each person who is then a member
            of the Board, and who is not a current or former employee or officer
            of the Company, shall be automatically granted, without further
            action by the Committee, an option to purchase 3,000 shares of the
            Common Stock.

      (b)   ANNUAL GRANTS. On May 1 of each year after the Effective Date and
            during the term of this Plan, each person who is then serving on the
            Board, and who is not a current or former employee or officer of the
            Company, shall automatically be granted an option to purchase 3,000
            shares of the Common Stock, subject to the availability of shares
            under this Plan.

      (c)   Except for the specific options referred to above, no other options
            shall be granted under this Plan.

5.    OPTION PRICE.

      (a)   The purchase price of the stock covered by an option granted
            pursuant to this Plan

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            1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN - Continued

            shall be equal to the fair market value of such shares on the day
            the option is granted. The option price will be subject to
            adjustment in accordance with the provisions of Paragraph 10 of this
            Plan.

      (b)   If, at the time an Option is granted under the Plan, the Company's
            Common Stock is publicly traded, "fair market value" shall be
            determined as of the date such Option is granted and shall mean --

            (i)   the average (on that date) of the high and low prices of the
                  Common Stock on the principal national securities exchange on
                  which the Common Stock is traded, if such stock is then traded
                  on a national securities exchange; or

            (ii)  he last reported sale price (on that date) of the Common Stock
                  on the Nasdaq National Market System or Small Cap Market, if
                  the Common Stock is not then traded on a national securities
                  exchange; or

            (iii) the closing bid price (or average of bid prices) last quoted
                  (on that date) by an established quotation service for
                  over-the-counter securities, if the Common Stock is not
                  reported on the Nasdaq National Market System, the Nasdaq
                  Small Cap Market or on a national securities exchange.

      (c)   If the Common Stock is not publicly traded at the time an Option is
            granted under the Plan, "fair market value" shall be deemed to be
            the fair value of the Common Stock as determined by the Committee
            after taking into consideration all factors which it deems
            appropriate, including, without limitation, recent sale and offer
            prices of the Common Stock in private transactions negotiated at
            arm's length.

6.    PERIOD OF OPTION.

      Unless sooner terminated in accordance with the provisions of Paragraph 8
      of this Plan, an option granted hereunder shall expire on the date which
      is ten (10) years after the date of grant of the option.

7.    VESTING OF SHARES AND NON-TRANSFERABILITY OF OPTIONS.

      (a)   VESTING. Options granted under this Plan shall be fully exercisable
            from and after the date of grant.

      (b)   LEGEND ON CERTIFICATES. The certificates representing such shares
            shall carry such appropriate legend, and such written instructions
            shall be given to the Company's transfer agent, as may be deemed
            necessary or advisable by counsel to the Company in order to comply
            with the requirements of the Securities Act of 1933 or any state
            securities laws.

      (c)   NON-TRANSFERABILITY. Any option granted pursuant to this Plan shall
            not be assignable or transferable other than by will or the laws of
            descent and distribution or pursuant to a domestic relations order
            and shall be exercisable during the optionee's lifetime only by him
            or her.

8.    TERMINATION OF OPTION RIGHTS.

      (a)   In the event an optionee ceases to be a member of the Board for any
            reason other

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            1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN - Continued

            than death or permanent disability, any then unexercised portion of
            options granted to such optionee shall, to the extent not then
            vested, immediately terminate and become void; any portion of an
            option which is then vested but has not been exercised at the time
            the optionee so ceases to be a member of the Board may be exercised,
            to the extent it is then vested, by the optionee within 180 days of
            the date the optionee ceased to be a member of the Board; and all
            options shall terminate after such 180 days have expired.

      (b)   In the event that an optionee ceases to be a member of the Board by
            reason of his or her death or permanent disability, any option
            granted to such optionee shall be immediately and automatically
            accelerated and become fully vested and all unexercised options
            shall be exercisable by the optionee (or by the optionee's personal
            representative, heir or legatee, in the event of death) until the
            scheduled expiration date of the option.

9.    EXERCISE OF OPTION.

      (a)   Subject to the terms and conditions of this Plan and the option
            agreements, an option granted hereunder shall, to the extent then
            exercisable, be exercisable in whole or in part by giving written
            notice to the Company by mail or in person stating the number of
            shares with respect to which the option is being exercised,
            accompanied by payment in full for such shares. Payment may be --

            (i)   in United States dollars in cash or by check;

            (ii)  in whole or in part in shares of Common Stock of the Company
                  already owned by the person or persons exercising the option
                  or shares subject to the option being exercised (subject to
                  such restrictions and guidelines as the Committee may adopt
                  from time to time), valued at fair market value determined in
                  accordance with the provisions of Paragraph 5; or

            (iii) consistent with applicable law, through the delivery of an
                  assignment to the Company of a sufficient amount of the
                  proceeds from the sale of the Common Stock acquired upon
                  exercise of the option and an authorization to the broker or
                  selling agent to pay that amount to the Company, which sale
                  shall be at the participant's direction at the time of
                  exercise. There shall be no such exercise at any one time as
                  to fewer than one hundred (100) shares or all of the remaining
                  shares then purchasable by the person or persons exercising
                  the option, if fewer than one hundred (100) shares.

      (b)   The Company's transfer agent shall, on behalf of the Company,
            prepare a certificate or certificates representing such shares
            acquired pursuant to exercise of the option, shall register the
            optionee as the owner of such shares on the books of the Company and
            shall cause the fully executed certificates(s) representing such
            shares to be delivered to the optionee as soon as practicable after
            payment of the option price in full.

      (c)   The holder of an option shall not have any rights of a stockholder
            with respect to the shares covered by the option, except to the
            extent that one or more certificates for such shares shall be
            delivered to him or her upon the due exercise of the option.

                                                                     Page 3 of 6
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            1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN - Continued

10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION AND OTHER MATTERS.

      Upon the occurrence of any of the following events, an optionee's rights
      with respect to options granted to him or her hereunder shall be adjusted
      as hereinafter provided:

      (a)   STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
            shall be subdivided or combined into a greater or smaller number of
            shares or if the Company shall issue any shares of Common Stock as a
            stock dividend on its outstanding Common Stock, the number of shares
            of Common Stock deliverable upon the exercise of options shall be
            appropriately increased or decreased proportionately, and
            appropriate adjustments shall be made in the purchase price per
            share to reflect such subdivision, combination or stock dividend.

      (b)   MERGER; CONSOLIDATION; LIQUIDATION; SALE OF ASSETS. In the event the
            Company is merged into or consolidated with another corporation
            under circumstances where the Company is not the surviving
            corporation, or if the Company is liquidated or sells or otherwise
            disposes of all or substantially all of its assets to another
            corporation while unexercised options remain outstanding under this
            Plan--

            (i)   subject to the provisions of clauses (iii), (iv) and (v)
                  below, after the effective date of such merger, consolidation
                  or sale, as the case may be, each holder of an outstanding
                  option shall be entitled, upon exercise of such option, to
                  receive in lieu of shares of Common Stock, shares of such
                  stock or other securities as the holders of shares of Common
                  Stock received pursuant to the terms of the merger,
                  consolidation or sale; or

            (ii)  the Committee may waive any discretionary limitations imposed
                  with respect to the exercise of the option so that all options
                  from and after a date prior to the effective date of such
                  merger, consolidation, liquidation or sale, as the case may
                  be, specified by the Committee, shall be exercisable in full;
                  or

            (iii) all outstanding options may be cancelled by the Committee as
                  of the effective date of any such merger, consolidation,
                  liquidation or sale, provided that notice of such cancellation
                  shall be given to each holder of an option, and each such
                  holder thereof shall have the right to exercise such option in
                  full (without regard to any discretionary limitations imposed
                  with respect to the option) during a 30-day period preceding
                  the effective date of such merger, consolidation, liquidation
                  or sale; or

            (iv)  all outstanding options may be cancelled by the Committee as
                  of the date of any such merger, consolidation, liquidation or
                  sale, provided that notice of such cancellation shall be given
                  to each holder of an option and each such holder thereof shall
                  have the right to exercise such option, but only to the extent
                  exercisable in accordance with any discretionary limitations
                  imposed with respect to the option prior to the effective date
                  of such merger, consolidation, liquidation or sale; or

            (v)   the Committee may provide for the cancellation of all
                  outstanding options and for the payment to the holders thereof
                  of some part or all of the amount by which the value thereof
                  exceeds the payment, if any, which the holder would

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            1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN - Continued

                  have been required to make to exercise such option.

      (c)   ISSUANCE OF SECURITIES. 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 options. No
            adjustments shall be made for dividends paid in cash or in property
            other than securities of the Company.

      (d)   ADJUSTMENTS. Upon the happening of any of the foregoing events, the
            class and aggregate number of shares set forth in Paragraph 2 of
            this Plan that are subject to options which previously have been or
            subsequently may be granted under this Plan shall also be
            appropriately adjusted to reflect such events. The Committee shall
            determine the specific adjustments to be made under this Paragraph
            10 and its determination shall be conclusive.

11.   RESTRICTIONS ON ISSUANCE OF SHARES.

      Notwithstanding the provisions of Paragraphs 4 and 9 of this Plan, the
      Company shall have no obligation to deliver any certificate or
      certificates upon exercise of an option until one of the following
      conditions shall be satisfied:

      (a)   The shares with respect to which the option has been exercised are
            at the time of the issue of such shares effectively registered under
            applicable federal and state securities laws as now in force or
            hereafter amended; or

      (b)   Counsel for the Company shall have given an opinion that such shares
            are exempt from registration under federal and state securities laws
            as now in force or hereafter amended; and the Company has complied
            with all applicable laws and regulations with respect thereto,
            including without limitation all regulations required by any stock
            exchange upon which the Company's outstanding Common Stock is then
            listed.

12.   REPRESENTATION OF OPTIONEE.

      If requested by the Company, the optionee shall deliver to the Company
      written representations and warranties upon exercise of the option that
      are necessary to show compliance with federal and state securities laws,
      including representations and warranties to the effect that a purchase of
      shares under the option is made for investment and not with a view to
      their distribution (as that term is used in the Securities Act of 1933).

13.   OPTION AGREEMENT.

      Each option granted under the provisions of this Plan shall be evidenced
      by an option agreement, which agreement shall be duly executed and
      delivered on behalf of the Company and by the optionee to whom such option
      is granted. The option agreement shall contain such terms, provisions and
      conditions not inconsistent with this Plan as may be determined by the
      officer executing it.

14.   TERMINATION AND AMENDMENT OF PLAN.

      Options may no longer be granted under this Plan after the close of
      business on April 29, 2004, and this Plan shall terminate when all options
      granted or to be granted

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            1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN - Continued

      hereunder are no longer outstanding. The Board may at any time terminate
      this Plan or make such modification or amendment thereof as it deems
      advisable; provided, however, that the Board may not, without approval by
      the affirmative vote of the holders of a majority of the shares of Common
      Stock present in person or by proxy and entitled to vote at the meeting--

      (a)   increase the maximum number of shares for which options may be
            granted under this Plan (except by adjustment pursuant to Paragraph
            10);

      (b)   materially modify the requirements as to eligibility to participate
            in this Plan;

      (c)   materially increase benefits accruing to option holders under this
            Plan; or

      (d)   amend this Plan in any manner which would cause Rule 16b-3 to become
            inapplicable to this Plan;

      and provided further that the provisions of this Plan specified in Rule
      16b-3(c)(2)(ii)(A) (or any successor or amended provision thereof) under
      the Securities Exchange Act of 1934 (including without limitation,
      provisions as to eligibility, amount, price and timing of awards) may not
      be amended more than once every six months, other than to comport with
      changes in the Internal Revenue Code, the Employee Retirement Income
      Security Act, or the rules thereunder. Termination or any modification or
      amendment of this Plan shall not, without consent of a participant, affect
      his or her rights under an option previously granted to him or her.

15.   WITHHOLDING OF INCOME TAXES.

      Upon the exercise of an option, the Company, in accordance with Section
      3402(a) of the Internal Revenue Code, may require the optionee to pay
      withholding taxes in respect of amounts considered to be compensation
      includible in the optionee's gross income.

16.   COMPLIANCE WITH REGULATIONS.

      It is the Company's intent that transactions under this Plan comply with
      all applicable conditions of Rule 16b-3 under the Securities Exchange Act
      of 1934 (or any successor or amended version thereof) and any applicable
      Securities and Exchange Commission interpretations thereof. To the extent
      that any provision of the Plan or action by the plan administrator fails
      to so comply, it shall be deemed null and void to the extent permitted by
      law and deemed advisable by the plan administrators.

17.   GOVERNING LAW.

      The validity and construction of this Plan and the instruments evidencing
      options shall be governed by the laws of the State of Delaware, without
      giving effect to the principles of conflicts of law thereof.

                              ---------------------

          Adopted by the Board of Directors this 29th day of April 1994
                    Approved by Stockholders on July 19, 1994

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NOTICE OF GRANT OF STOCK OPTION &                 OAKHURST COMPANY, INC.
STOCK OPTION AGREEMENT                            Taxpayer ID #: 55-0437067
                                                  3513 Concord Pike - Suite 3527
                                                  Wilmington, Delaware 19803

Optionee:

Optionee ID #:

Option Plan: 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

Option Number:

Grant Date:

Expiration Date:

Pursuant to the automatic grant provisions of the 1994 Non-Employee Director
Stock Option Plan, effective you have been granted a Non-Statutory Stock Option
to purchase ___ shares of the common stock (par value $0.01 per share) (the
"Option Shares") of Oakhurst Company, Inc. (the "Company") at a price of _____
per share provided that you enter into this Option Agreement.

The Option Shares will become available to be purchased by you at the
above-noted price from and after the date hereof through and including
_____________, unless this Option is sooner terminated as provided in the Option
Plan.

By signing this Option Agreement below, you and the Company agree that this
Option is governed by (i) the terms and conditions set forth on this page and on
page two of this Option Agreement; and (ii) by the terms and conditions of the
Option Plan, a copy of which has been furnished to you. An additional copy of
the Option Plan will be furnished to you on request to the Secretary of the
Company.

OAKHURST COMPANY, INC.                  OPTIONEE

By: ___________________________         ________________________________

     For the Board of Directors

                                                                     Page 1 of 2

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                     ADDITIONAL STOCK OPTION AGREEMENT TERMS

1.    Exercise (Purchase) of Option Shares. For an exercise (purchase) of Option
      Shares to be effective, the Company must receive from you:

      (a) A written notice directed to the Treasurer of the Company, signed by
            you stating the Option's Grant Date and the number of Option Shares
            you wish to purchase; and

      (b) Payment for those shares either (a) by cashier's or certified check;
            or (b) with the consent of the Committee that administers the Option
            Plan, by the transfer to the Company of Company common stock having
            a fair market value (as defined in the Option Plan) equal to the
            purchase price of the shares being purchased, all according to the
            rules and regulations of the Committee.

2.    Issuance of Option Shares. You will have no rights as a shareholder of the
      Company with respect to any Option Shares purchased under this Option
      until a certificate representing those shares has been issued and
      delivered to you, and the Company will not be obligated to deliver to you
      a certificate for any Option Shares unless --

      (a) Provision acceptable to the Company has been made for the payment of
            any federal, state and local taxes that are due or that are required
            to be withheld by the Company because of the purchase of the Option
            Shares; and

      (b) There has been compliance with all federal and state laws and
            regulations, in particular, the Securities Act of 1933 and the
            Securities Exchange Act of 1934 and the rules and regulations
            promulgated under those acts, that the Company deems applicable, and
            all other legal matters in connection with the issuance and delivery
            of the Option Shares have been approved by the Company's counsel.

3.    Non-Transferability. Except as expressly otherwise provided in the Plan,
      this Option is exercisable only by you during your lifetime. In addition,
      this Option may not be assigned or transferred except by your will or
      according to the laws of descent and distribution in the absence of a
      will.

4.    Adjustments. As more fully described in the Option Plan, the number and
      kind of shares issuable under this Option and the option price per share
      will be adjusted to account for any reorganization, merger,
      recapitalization, or the like that affects the Company's shares.

5.    Termination. As more fully described in the Plan, this Option terminates
      under certain circumstances and in certain respects if you cease to be a
      member of the Board of Directors.

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