EXHIBIT 10.2

                        AUTO-TROL TECHNOLOGY CORPORATION

                        SPECIAL PURPOSE STOCK OPTION PLAN

                      (Revised effective January 30, 2001)


I.        PURPOSE

          This Auto-trol Technology Corporation Special Purpose Stock Option
          Plan (the "Plan") provides for the grant of Stock Options to Key
          Employees and members of the Board of Directors of Auto-trol
          Technology Corporation ("the Company") and its Participating
          Subsidiaries in order to advance the interests of the Company and its
          Participating Subsidiaries through the motivation, attraction and
          retention of Board members and Key Employees.


II.       ADMINISTRATION

          2.1  Committee
               ---------
               The Plan shall be administered by the Compensation Committee of
               the Company (the "Committee") which shall be composed of at least
               two (2) members of the Board of Directors of the Company (the
               "Board). The Committee shall have full authority to administer
               the Plan, including authority to interpret and construe any
               provision of the Plan and to adopt such rules and regulations for
               administering the Plan as it may deem necessary in order to
               comply with the requirements of the Plan. The Committee may
               delegate any of its responsibilities under the Plan, other than
               its responsibilities to grant Stock Options, or to interpret and
               construe the Plan.


          2.2  Actions of the Committee
               ------------------------
               All actions taken and all interpretations and determinations made
               by the Committee in good faith (including determinations of Fair
               Market Value) shall be final and binding upon all Participants
               and the Company. No member of the Committee shall be personally
               liable for any action, determination or interpretation made in
               good faith with respect to the Plan and all members of the
               Committee shall, in addition to their rights as directors of the
               Company, be fully protected by the Company with respect to any
               such action, determination or interpretation.


III.      DEFINITIONS


          3.1  "Stock Option"
               --------------
               A Stock Option is the right granted by the Committee to a Key
               Employee or Board Member to purchase the number of shares of
               Common Stock at such time or times as determined by the Committee
               and in accordance with the formula set forth herein.


          3.2  "Key Employee"
               --------------
               A Key Employee is an employee of the Company or any Participating
               Subsidiary whose judgment, initiative and continued efforts are
               expected to contribute to the successful conduct of the business
               of the Company or any Participating Subsidiary.



          3.3  Members of the Board of Directors (Board Members)"
               ---------------------------------------------------

               Members of the Board of Directors are those individuals who:

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               3.3.1 For the Company

                              3.3.1(a) are appointed to serve on the Board of
                              Directors by other Board Members; or

                              3.3.1(b) are approved to serve as a director by
                              the shareholders of the Company; and



               3.3.2 For a Participating Subsidiary

                              3.3.2(a) are appointed to serve on the Board of
                              Directors by other Board Members of the respective
                              Participating Subsidiary's Board of Directors; or

                              3.3.2(b) are approved to serve as a director by
                              the shareholders of the respective Participating
                              Subsidiary's shareholder(s).


          3.4  "Participating Subsidiary"
               --------------------------
               A Participating Subsidiary is any subsidiary of the Company
               meeting the definition of Section 425(f) of the Internal Revenue
               Code of 1986, as amended (the "Code").


          3.5  "Fair Market Value"
               -------------------
               The Fair Market Value of a share of Common Stock on any date
               shall be the average of the representative highest and lowest
               prices, as quoted by the National Association of Securities
               Dealers through the Over-the Counter Bulletin Board, for the date
               in question, or, if the Common Stock is listed on a national
               stock exchange, the average of the highest and lowest
               officially-quoted prices on such exchange on the date in
               question.


          3.6  "Common Stock"
               --------------
               A share of Common Stock means a share of authorized but unissued
               or reacquired $.02 par value common stock of the Company.


          3.7  "Option Price"
               --------------
               Option Price is the Fair Market Value of the Common Stock on the
               date that the Stock Option is granted.


          3.8  "Participant"
               -------------
               A Participant is any Key Employee or Member of the Board of
               Directors of the Company or any Participating Subsidiary who is
               offered Stock Options under the Plan and agrees, by means of
               signing an Option Agreement, to participate under the terms of
               the Plan.



IV.       ELIGIBILITY AND PARTICIPATION

          4.1  Grants
               ------


               4.1.1   Grants of Stock Options may be made to Key Employees or
                       members of the Board of Directors of the Company or any
                       Participating Subsidiary.

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               4.1.2   The Committee shall, annually at the Committee's last
                       regularly scheduled meeting of the calendar year, meet
                       to determine the Key Employees or members of the Board
                       of Directors to whom Stock Options shall be granted, the
                       number of Stock Options to be granted to each such
                       person and the terms and provisions of such Stock
                       Options, all as provided in this Plan; however, no Board
                       Member may be granted more than 5,000 Stock Options per
                       fiscal year after an initial grant of 5,000 Stock
                       Options per Board Member, and Board Members as a group
                       shall be granted no more than 20,000 Stock Options under
                       this Plan. Stock Options granted to Board Members shall
                       normally become exercisable in five (5) cumulative
                       annual installments of twenty percent (20%) per year,
                       and remain exercisable until the option expires and such
                       Stock Options shall expire to the extent not exercised
                       on the tenth (10th) anniversary of the date on which
                       such Stock Options were granted.


               4.1.3   The purchase price for each share of Common Stock shall
                       be the Fair Value of a share of Common Stock on the date
                       on which the Stock Option is granted.


               4.1.4   Each Stock Option grant shall be evidenced by a written
                       agreement between the Company and the Participant (the
                       "Special Purpose Stock Option Agreement") containing
                       such terms and provisions as the Committee may determine
                       in accordance with the provisions of this Plan.


               4.1.5   In voting whether to grant Stock Options to a Member of
                       the Board of Directors, such director must abstain from
                       voting on the issuance of such Stock Options if he or
                       she is both the recipient of the grant and a member of
                       the Committee.



               4.1.6    Grants must be accepted by the Key Employee or Board
                        Member within forty-five (45) days of grant, or prior
                        to the end of the fiscal year in which the grant is
                        made, whichever date occurs first.



          4.2  Exchange for Options under this Plan
               ------------------------------------
               The Committee, in its sole discretion, may grant Stock Options to
               Key Employees or Members of the Board of Directors who hold
               options to purchase Common Stock under other previously approved
               stock option or performance share plans and who consent to the
               conversion of options granted under such previous plans. Stock
               Options granted pursuant to this Section 4.2 shall be granted in
               the ratio of a Stock Option to purchase one (1) share of Common
               Stock for each option under such applicable previous plans. The
               price for each Stock Option shall be the Option Price of Common
               Stock on the date that the Stock Option is granted. The terms and
               conditions of Stock Options offered in exchange for options
               granted under such precious plans are subject to the same
               limitations imposed on grants of new Stock Options under this
               Plan.



V.        SHARES OF COMMON STOCK SUBJECT TO THE PLAN


          5.1  Maximum Number
               --------------
               The maximum, aggregate number of shares of Common Stock that may
               be made subject to Stock Options granted under the Plan shall be
               four million (4,000,000) under this Plan, and the Company's
               Incentive Stock Option Plan collectively, as determined from time
               to time to be appropriate by the Committee. In no event shall the
               total amount of shares for which options are granted under both
               Plans exceed 4,000,000 shares. If any shares of Common Stock
               subject to Stock Options are not purchased or otherwise paid for
               before such Stock Options expire, such shares may again be made
               subject to Stock Options.

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          5.2  Capital Changes
               ---------------
               In the event any changes are made to the shares of Common Stock
               (whether by reason of merger, consolidation, reorganization,
               recapitalization, stock split, combination of shares, exchange of
               shares, change in corporate structure or otherwise), appropriate
               adjustments shall be made in the number of shares of Common Stock
               theretofore made subject to Stock Options. If any of the
               foregoing adjustments shall result in a fractional share, the
               fraction shall be disregarded. All adjustments to the number of
               Stock Options granted as a result of application of this Section
               must be made to conform with the requirements set forth in
               Section 425(a) of the Code.


          5.3  Compliance with Securities Law
               ------------------------------
               The Company is under no obligation to register or to maintain any
               registration of the shares subject to these options under the
               Securities Act of 1933, or any state securities law. If the
               shares are not so registered, they may be sold and issued to the
               Key Employee or Member of the Board of Directors only pursuant to
               applicable exemptions from the registration requirements of such
               laws, which may include an exemption for transactions not
               involving a public offering. The Company may endorse or cause to
               be endorsed on such certificate or certificates an appropriate
               legend referring to the foregoing restrictions, if applicable.


          5.4  Compliance with Rule 16b-3
               --------------------------
               With regard to any Stock Option awarded under this Plan, or any
               rights acquired by a Key Employee or Board Member under the Plan,
               the recipient shall comply with the six month holding period
               requirements of Rule 16b-3(c)(1) and its successor promulgated
               under the Exchange Act, and with applicable state securities
               laws, with regard to the holding of Stock Options and/or Common
               Stock.



VI.       EXERCISE OF STOCK OPTIONS


          6.1  Date of Exercise
               ----------------
               Except as provided below and in Section 6.3, Stock Options may be
               exercised at the dates, and in the quantities in accordance with
               the schedule set forth below:


               ------------------------------------------  -------------------
                                                            Maximum Number of

                             Date of Exercise              Options Exercisable

                                                               (Cumulative)
               ==========================================  ===================

               First Anniversary of Grant of Stock Option          20%
               ------------------------------------------  -------------------
               ------------------------------------------  -------------------

               Second Anniversary of Grant of Stock Option         20%
               -------------------------------------------  ------------------
               -------------------------------------------  ------------------

               Third Anniversary of Grant of Stock Option          20%
               -------------------------------------------  ------------------
               -------------------------------------------  ------------------

               Fourth Anniversary of Grant of Stock Option         20%
               -------------------------------------------  ------------------
               -------------------------------------------  ------------------

               Fifth Anniversary of Grant of Stock Option          20%
               -------------------------------------------  ------------------

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               A Stock Option shall expire, to the extent not exercised, on the
               tenth (10th) anniversary of the date on which it was granted. Any
               shares of Common Stock not purchased at the time a Stock Option
               first becomes exercisable shall remain exercisable at any time
               until the Stock Option expires. The schedule set forth above
               shall be applied separately to each Stock Option granted to a Key
               Employee or Board Member. The Committee may, in its discretion,
               establish provisions for the exercise of Stock Options different
               from those described above.


          6.2  Exchange of Outstanding Stock
               -----------------------------
               The Committee, in its sole discretion, may permit a Key Employee
               or Board Member to surrender to the Company shares of Common
               Stock previously acquired by such individual as part or full
               payment for the exercise of a Stock Option. Such surrendered
               shares shall be valued at their Fair Market Value as of the date
               they are tendered to the Company.

          6.3  Termination of Employment Before Exercise
               -----------------------------------------
               If a Key Employee's employment with, or a Board Member's tenure
               on the Board of Directors of the Company or a Participating
               Subsidiary terminates by reason of the Key Employee's or Board
               Member's death or disability, any Stock Option then held by the
               Key Employee or Board Member shall remain exercisable for a
               period of one (1) year following such termination, to the extent
               such Stock Option is then exercisable as provided in Section 6.1
               or which Stock Option becomes exercisable during the one year
               period following such termination. If a Key Employee's employment
               with, or a Board Member's tenure on the Board of Directors of the
               Company or a Participating Subsidiary terminates for any reason
               other than death or disability, any Stock Option then held shall
               remain exercisable after the termination of thirty (30) days, to
               the extent such Stock Option was exercisable as provided in
               Section 6.1 as of the date of termination. For purposes of the
               Plan, termination of the tenure of a Board Member will be
               considered to have taken place on the date of such Board Member's
               letter of resignation from the Board of Directors.


          6.4  Availability of Stock Previously Subject to Option
               --------------------------------------------------
               Any shares of Common Stock which were subject to Stock Options,
               but such Stock Options have expired, shall again be available for
               purposes of granting Stock Options under this Plan.


VII.      NO CONTRACT OR EMPLOYMENT

          Nothing in this Plan or in the Special Purpose Stock Option Agreement
          shall confer upon a Key Employee the right to continue in the employ
          of the Company or any Participating Subsidiary, nor shall it interfere
          in any way with the right of the Company or any such Participating
          Subsidiary to discharge the Key Employee at any time for any reason
          whatsoever, with or without cause.

          Nothing in this Plan or in the Special Purpose Stock Option Agreement
          shall confer upon a Member of the Board of Directors the right to
          continue his or her tenure as a Board Member of the Company or any
          Participating Subsidiary beyond that period approved by the
          shareholders of the Company of its Participating Subsidiaries.


VIII.     RIGHTS AS A SHAREHOLDER

          A Key Employee or Member of the Board of Directors shall have no
          rights as a shareholder with respect to any shares of Common Stock
          subject to Stock Options granted to him or her under the Plan. No
          adjustments shall be made for dividends, distributions or other rights
          (for which the record date is prior to the date of exercise) to any
          shares of Common Stock until such stock is issued upon exercise of a
          Stock Option.

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IX.       ASSIGNABILITY; EXERCISE

          No Stock Option awarded under this Plan, or any rights acquired by a
          Key Employee or by a Board Member under this Plan, shall be assignable
          or transferable other than by will or applicable law of intestate
          succession. During a Key Employee's or Board Member's lifetime, Stock
          Options may only be exercised by such individual.


X.        MERGER OF LIQUIDATION OF THE COMPANY

          In the event the Company or its controlling shareholders enter into an
          agreement to dispose of all, or substantially all, of the assets or
          outstanding capital stock of the Company by means of a sale or
          liquidation, or a merger or reorganization in which the Company in not
          the surviving corporation ("Change of Control"), then options granted
          hereunder and otherwise exercisable in the twenty-four (24) month
          period following the date on which the Change of Control takes place
          shall for all purposes be exercisable as of the day before such Change
          of Control takes place, even though the dates upon which such options
          are otherwise exercisable have not yet occurred. No portion of a Stock
          Option shall become exercisable hereunder after termination of the Key
          Employee's employment with or Board Member's tenure on the Board of
          Directors of the Company or any Participating Subsidiary except as
          provided in Section 6.3 above.


XI.       WITHHOLDING TAXES

          The Company or any Participating Subsidiary will take such steps for
          the withholding of any taxes which the Company or any Participating
          Subsidiary is required to withhold in connection with the exercise of
          any Stock Option by any law or regulation of any governmental
          authority. Such steps include, but are not limited to, the withholding
          of issuance of shares of Common Stock to be issued upon exercise of
          any Stock Option, until the Participant reimburses the Company or any
          Participating Subsidiary for the amount the Company or any
          Participating Subsidiary is required to withhold with respect to such
          taxes, or reacquiring any portion of such exercise in an amount
          sufficient to reimburse itself for the amount it is required to so
          withhold.


XII.      AMENDMENT

          The Board may from time to time alter, amend, suspend or discontinue
          the Plan, provided, (a) in accordance with Rule 16b-3(c)(ii)(B), this
          Plan shall not be amended more than once every six months, other than
          to comport with changes in the Code, the Employee Retirement Income
          Security Act, or the rules thereunder; and (b) that no such action
          shall adversely affect the rights and obligations with respect to
          Stock Options outstanding under the Plan, and provided further that no
          such action shall, without the approval of the shareholders of the
          Company (i) increase the maximum number of shares of Common Stock that
          may be made subject to Stock Options (unless such increase is
          necessary to affect the adjustments required by Section 5.2); or (ii)
          materially increase the benefits accruing to Key Employees or Board
          Members under the Plan; or (iii) materially modify the requirements of
          eligibility for participation in the Plan.


XIII.     EFFECTIVE DATE

          The Plan shall become effective as of the date of its adoption by the
          Board, provided it is approved by the shareholders of the Company
          within twelve (12) months after that date. Amendments to the Plan
          shall become effective as of the date such amendments are adopted by
          the Board. If such amendments require shareholder approval in
          accordance with Section XII of this Plan, such amendments shall
          nonetheless become effective as of the date of their adoption by the
          Board, conditioned upon approval by the shareholders of the Company
          within twelve (12) months after that date.

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