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                                                                  EXHIBIT 10.10

                         NUKO INFORMATION SYSTEMS, INC.

                        1996 DIRECTOR STOCK OPTION PLAN
                   (AS AMENDED AND RESTATED NOVEMBER 7, 1996)

     1. Purposes of the Plan.  The purposes of this 1996 Director Stock Option
Plan are to attract and retain the best available personnel for service as
Outside Directors (as defined herein) of the Company, to provide additional
incentive to the Outside Directors of the Company to serve as Directors, and to
encourage their continued service on the Board.

     All options granted hereunder shall be nonstatutory stock options.

     2. Definitions.  As used herein, the following definitions shall apply:

          (a) "Board" means the Board of Directors of the Company.

          (b) "Code" means the Internal Revenue Code of 1986, as amended.

          (c) "Common Stock" means the Common Stock of the Company.

          (d) "Company" means Nuko Information Systems, Inc., a Delaware
     corporation.

          (e) "Director" means a member of the Board.

          (f) "Employee" means any person, including officers and Directors,
     employed by the Company or any Parent or Subsidiary of the Company. The
     payment of a Director's fee by the Company shall not be sufficient in and
     of itself to constitute "employment" by the Company.

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

          (h) "Fair Market Value" means, as of any date, the value of Common
     Stock determined as follows:

             (i) If the Common Stock is listed on any established stock exchange
        or a national market system, including without limitation the Nasdaq
        National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
        Market, its Fair Market Value shall be the closing sales price for such
        stock (or the closing bid, if no sales were reported) as quoted on such
        exchange or system for the last market trading day prior to the time of
        determination, as reported in The Wall Street Journal or such other
        source as the Administrator deems reliable;

             (ii) If the Common Stock is regularly quoted by a recognized
        securities dealer but selling prices are not reported, the Fair Market
        Value of a Share of Common Stock shall be the mean between the high bid
        and low asked prices for the Common Stock on the date of determination,
        as reported in The Wall Street Journal or such other source as the Board
        deems reliable, or;

             (iii) In the absence of an established market for the Common Stock,
        the Fair Market Value thereof shall be determined in good faith by the
        Board.

          (i) "Inside Director" means a Director who is an Employee.

          (j) "Option" means a stock option granted pursuant to the Plan.

          (k) "Optioned Stock" means the Common Stock subject to an Option.

          (l) "Optionee" means a Director who holds an Option.

          (m) "Outside Director" means a Director who is not an Employee.

          (n) "Parent" means a "parent corporation," whether now or hereafter
     existing, as defined in Section 424(e) of the Code.

          (o) "Plan" means this 1996 Director Stock Option Plan.
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          (p) "Share" means a share of the Common Stock, as adjusted in
     accordance with Section 10 of the Plan.

          (q) "Subsidiary" means a "subsidiary corporation," whether now or
     hereafter existing, as defined in Section 424(f) of the Internal Revenue
     Code of 1986.

     3. Stock Subject to the Plan.  Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 200,000 Shares of Common Stock (the "Pool"). The Shares may be
authorized, but unissued, or reacquired Common Stock.

     If an Option expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.

     4. Administration and Grants of Options under the Plan.

          (a) Procedure for Grants.  All grants of Options to Outside Directors
     under this Plan shall be automatic and nondiscretionary and shall be made
     strictly in accordance with the following provisions:

             (i) No person shall have any discretion to select which Outside
        Directors shall be granted Options or to determine the number of Shares
        to be covered by Options granted to Outside Directors.

             (ii) Each Outside Director shall be automatically granted an Option
        to purchase 35,000 Shares on the date on which such person first becomes
        an Outside Director, whether through election by the shareholders of the
        Company or appointment by the Board to fill a vacancy; provided,
        however, that an Inside Director who ceases to be an Inside Director but
        who remains a Director shall not receive a First Option.

             (iii) Each Outside Director shall be automatically granted an
        Option to purchase 10,000 Shares on the day following the date of the
        Company's annual stockholder's meeting each year, provided he or she is
        then an Outside Director.

             (iv) Notwithstanding the provisions of subsections (ii) and (iii)
        hereof, any exercise of an Option granted before the Company has
        obtained stockholder approval of the Plan in accordance with Section 16
        hereof shall be conditioned upon obtaining such stockholder approval of
        the Plan in accordance with Section 16 hereof.

             (v) The terms of each Option granted hereunder shall be as follows:

                (A) the term of the Option shall be ten (10) years.

                (B) the Option shall be exercisable only while the Outside
           Director remains a Director of the Company, except as set forth in
           Sections 8 and 10 hereof.

                (C) the exercise price per Share shall be 100% of the Fair
           Market Value per Share on the date of grant of the Option. In the
           event that the date of grant of the Option is not a trading day, the
           exercise price per Share shall be the Fair Market Value on the next
           trading day immediately following the date of grant of the Option.

                (D) subject to Section 10 hereof, the Option shall be
           immediately exercisable as to 1/36 of the Shares subject thereto and
           shall become exercisable as to an additional 1/36 of the Shares
           subject thereto each month thereafter, provided that the Optionee
           continues to serve as a Director on such dates.

             (vi) In the event that any Option granted under the Plan would
        cause the number of Shares subject to outstanding Options plus the
        number of Shares previously purchased under Options to exceed the Pool,
        then the remaining Shares available for Option grant shall be granted
        under Options to the Outside Directors on a pro rata basis. No further
        grants shall be made until such time,

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        if any, as additional Shares become available for grant under the Plan
        through action of the Board or the stockholders to increase the number
        of Shares which may be issued under the Plan or through cancellation or
        expiration of Options previously granted hereunder.

     5. Eligibility.  Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.

     The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which the Director or the Company
may have to terminate the Director's relationship with the Company at any time.

     6. Term of Plan.  The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the stockholders of the Company
as described in Section 16 of the Plan. It shall continue in effect for a term
of ten (10) years unless sooner terminated under Section 11 of the Plan.

     7. Form of Consideration.  The consideration to be paid for the Shares to
be issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (iii) other shares which (x) in the case of
Shares acquired upon exercise of an Option, have been owned by the Optionee for
more than six (6) months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, (iv) consideration received
by the Company under a cashless exercise program implemented by the Company in
connection with the Plan, or (v) any combination of the foregoing methods of
payment.

     8. Exercise of Option.

          (a) Procedure for Exercise; Rights as a Stockholder.  Any Option
     granted hereunder shall be exercisable at such times as are set forth in
     Section 4 hereof; provided, however, that no Options shall be exercisable
     until stockholder approval of the Plan in accordance with Section 16 hereof
     has been obtained.

     An Option may not be exercised for a fraction of a Share.

     An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and method of payment
allowable under Section 7 of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 10 of
the Plan.

     Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

          (b) Termination of Continuous Status as a Director.  Subject to
     Section 10 hereof, in the event an Optionee's status as a Director
     terminates (other than upon the Optionee's death or total and permanent
     disability (as defined in Section 22(e)(3) of the Code)), the Optionee may
     exercise his or her Option, but only within three (3) months following the
     date of such termination, and only to the extent that the Optionee was
     entitled to exercise it on the date of such termination (but in no event
     later than the expiration of its ten (10) year term). To the extent that
     the Optionee was not entitled to exercise an Option on the date of such
     termination, and to the extent that the Optionee does not exercise such
     Option (to the extent otherwise so entitled) within the time specified
     herein, the Option shall terminate.

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          (c) Disability of Optionee.  In the event Optionee's status as a
     Director terminates as a result of total and permanent disability (as
     defined in Section 22(e)(3) of the Code), the Optionee may exercise his or
     her Option, but only within twelve (12) months following the date of such
     termination, and only to the extent that the Optionee was entitled to
     exercise it on the date of such termination (but in no event later than the
     expiration of its ten (10) year term). To the extent that the Optionee was
     not entitled to exercise an Option on the date of termination, or if he or
     she does not exercise such Option (to the extent otherwise so entitled)
     within the time specified herein, the Option shall terminate.

          (d) Death of Optionee.  In the event of an Optionee's death, the
     Optionee's estate or a person who acquired the right to exercise the Option
     by bequest or inheritance may exercise the Option, but only within twelve
     (12) months following the date of death, and only to the extent that the
     Optionee was entitled to exercise it on the date of death (but in no event
     later than the expiration of its ten (10) year term). To the extent that
     the Optionee was not entitled to exercise an Option on the date of death,
     and to the extent that the Optionee's estate or a person who acquired the
     right to exercise such Option does not exercise such Option (to the extent
     otherwise so entitled) within the time specified herein, the Option shall
     terminate.

     9. Non-Transferability of Options.  The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

     10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

          (a) Changes in Capitalization.  Subject to any required action by the
     stockholders of the Company, the number of Shares covered by each
     outstanding Option, the number of Shares which have been authorized for
     issuance under the Plan but as to which no Options have yet been granted or
     which have been returned to the Plan upon cancellation or expiration of an
     Option, as well as the price per Share covered by each such outstanding
     Option, and the number of Shares issuable pursuant to the automatic grant
     provisions of Section 4 hereof shall be proportionately adjusted for any
     increase or decrease in the number of issued Shares resulting from a stock
     split, reverse stock split, stock dividend, combination or reclassification
     of the Common Stock, or any other increase or decrease in the number of
     issued Shares effected without receipt of consideration by the Company;
     provided, however, that conversion of any convertible securities of the
     Company shall not be deemed to have been "effected without receipt of
     consideration." 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 an Option.

          (b) Dissolution or Liquidation.  In the event of the proposed
     dissolution or liquidation of the Company, to the extent that an Option has
     not been previously exercised, it shall terminate immediately prior to the
     consummation of such proposed action.

          (c) Merger or Asset Sale.  In the event of a merger of the Company
     with or into another corporation or the sale of substantially all of the
     assets of the Company, outstanding Options may be assumed or equivalent
     options may be substituted by the successor corporation or a Parent or
     Subsidiary thereof (the "Successor Corporation"). If an Option is assumed
     or substituted for, the Option or equivalent option shall continue to be
     exercisable as provided in Section 4 hereof for so long as the Optionee
     serves as a Director or a director of the Successor Corporation. Following
     such assumption or substitution, if the Optionee's status as a Director or
     director of the Successor Corporation, as applicable, is terminated other
     than upon a voluntary resignation by the Optionee, the Option or option
     shall become fully exercisable, including as to Shares for which it would
     not otherwise be exercisable. Thereafter, the Option or option shall remain
     exercisable in accordance with Sections 8(c) through (d) above.

     If the Successor Corporation does not assume an outstanding Option or
substitute for it an equivalent option, the Option shall become fully vested and
exercisable, including as to Shares for which it would not otherwise be
exercisable. In such event the Board shall notify the Optionee that the Option
shall be fully

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exercisable for a period of thirty (30) days from the date of such notice, and
upon the expiration of such period the Option shall terminate.

     For the purposes of this Section 10(c), an Option shall be considered
assumed if, following the merger or sale of assets, the Option confers the right
to purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares).
If such consideration received in the merger or sale of assets is not solely
common stock of the successor corporation or its Parent, the Board may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

     11. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
     suspend, or discontinue the Plan, but no amendment, alteration, suspension,
     or discontinuation shall be made which would impair the rights of any
     Optionee under any grant theretofore made, without his or her consent. In
     addition, to the extent necessary and desirable to comply with any
     applicable law, regulation or stock exchange rule, the Company shall obtain
     stockholder approval of any Plan amendment in such a manner and to such a
     degree as required.

          (b) Effect of Amendment or Termination. Any such amendment or
     termination of the Plan shall not affect Options already granted and such
     Options shall remain in full force and effect as if this Plan had not been
     amended or terminated.

     12. Time of Granting Options.  The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof.

     13. Conditions Upon Issuance of Shares.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

     As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares, if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

     Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     14. Reservation of Shares.  The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     15. Option Agreement.  Options shall be evidenced by written option
agreements in such form as the Board shall approve.

     16. Stockholder Approval.  Continuance of the Plan shall be subject to
approval by the stockholders of the Company at or prior to the first annual
meeting of stockholders held subsequent to the granting of an Option hereunder.
Such stockholder approval shall be obtained in the degree and manner required
under applicable state and federal law and any stock exchange rules.

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