<PAGE>

                                                                    EXHIBIT 10.1

                          DATATRAK INTERNATIONAL, INC.
          AMENDED AND RESTATED 1999 OUTSIDE DIRECTOR STOCK OPTION PLAN

         DATATRAK International, Inc., hereinafter called the "Company," hereby
adopts a stock option plan for eligible Directors of the Company pursuant to the
following terms and provisions:

         1. PURPOSE OF THE PLAN. The purpose of this plan, hereinafter called
the "Plan," is to provide additional incentive to those Directors of the Company
who are not employees of the Company or any of its subsidiaries or affiliates by
encouraging them to acquire a new or an additional share ownership in the
Company, thus increasing their proprietary interest in the Company's business
and providing them with an increased personal interest in the Company's
continued success and progress. These objectives will be promoted through the
grant of options to acquire the Company's Common Shares, without par value per
share (the "Common Shares"), pursuant to the terms of the Plan. Only those
Directors who meet the qualifications stated above are eligible for and shall
receive options under this Plan.

         2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective as of
September 22, 1999, subject to approval by holders of shares representing a
majority of the outstanding voting stock of the Company present at a meeting of
shareholders called for that purpose. In the event that such shareholder
approval has not occurred on or before December 31, 2000, the Plan and any
options granted hereunder shall be null and void.

         3. COMMON SHARES SUBJECT TO THE PLAN. The Common Shares to be issued
upon the exercise of the options granted under the Plan shall be Common Shares
of the Company. Either treasury or authorized and unissued Common Shares, or
both, as the Board of Directors shall from time to time determine, may be so
issued. Common Shares which are the subject of any lapsed, expired or terminated
options may be made available for re-offering under the Plan. If an option
granted under this Plan is exercised pursuant to the terms and conditions of
subsection 5(b), any Common Shares which are the subject thereof shall not
thereafter be available for re-offering under the Plan.

         Subject to the provisions of the next succeeding paragraph of this
Section 3, the aggregate number of Common Shares for which options may be
granted under the Plan shall be Four Hundred Thousand (400,000) Common Shares.

         In the event that, subsequent to the date of adoption of the Plan by
the Board of Directors, the Common Shares should, as a as a result of a stock
split, stock dividend, combination or exchange of shares, exchange for other
securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or other such change, be increased or decreased
or changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company or of another corporation, then (i) there
shall automatically be substituted for each Common Share subject to an
unexercised option (in whole or in part) granted under the Plan, each Common
Share available for additional grants of options under the Plan and each Common
Share made available for grant to each eligible Director pursuant to Section 4
hereof, the number and kind of shares of stock or other securities into which
each outstanding Common Share shall be changed or for which each such Common
Share shall be exchanged, (ii) the option price per Common Share or unit of
securities shall be increased or decreased proportionately so that the aggregate
purchase price for the securities subject to the option shall remain the same as
immediately prior to such event, and (iii) the Board of Directors shall make
such other adjustments as may be appropriate and equitable to prevent
enlargement or dilution of option rights. Any such adjustment may provide for
the elimination of fractional shares.

         4. GRANT OF OPTIONS.

                  a. AUTOMATIC GRANTS. Subject to the terms of the Plan
(including without limitation the receipt of shareholder approval contemplated
by Section 2 hereof), each eligible Director shall be granted a non-qualified
stock option for 12,500 Common Shares as of September 22, 1999, and



                                       1
<PAGE>

subsequent non-qualified stock options for 12,500 Common Shares at each annual
meeting of the shareholders of the Company thereafter so long as he or she is an
eligible Director. Each eligible Director first appointed or elected to the
Board of Directors after September 22, 1999 shall be granted a non-qualified
stock option to purchase 10,000 Common Shares as of the date of such appointment
or election, and subsequent non-qualified stock options for 12,500 Common Shares
at each annual meeting of the shareholders of the Company thereafter so long as
he or she is an eligible Director.

                  b. OPTION PRICE. The price at which each Common Share may be
purchased pursuant to an option granted under the Plan shall be equal to the
"fair market value" (as determined pursuant to Section 7) for each such share as
of the date on which the option is granted (the "Date of Grant"), but in no
event shall such price be less than the par value of such Common Shares.
Anything contained in this subsection (b) to the contrary notwithstanding, in
the event that the number of Common Shares subject to any option is adjusted
pursuant to Section 3, a corresponding adjustment shall be made in the price at
which the Common Shares subject to such option may thereafter be purchased.

                  c. DURATION OF OPTIONS. Each option granted under the Plan
shall expire and all rights to purchase Common Shares pursuant thereto shall
cease on the date (the "Expiration Date") which shall be the tenth anniversary
of the Date of Grant of such option.

                  d. VESTING OF OPTIONS. For the initial grant to eligible
Directors as of September 22, 1999 of an option to purchase 12,500 Common
Shares, one hundred percent (100%) of each such option granted under the Plan
shall become fully vested and exercisable as of the date of the first annual
meeting of the Company's shareholders following the Date of Grant, subject to
shareholder approval. For the annual grants of options to purchase 12,500 Common
Shares, one hundred percent (100%) of each such option granted under the Plan
shall become fully vested and exercisable on the date of the first annual
meeting of the Company's shareholders following the Date of Grant. For the
grants of 10,000 Common Shares upon the initial appointment or election of an
eligible Director, one hundred percent (100%) of each such option granted under
the Plan shall become fully vested and exercisable on the first anniversary of
the Date of Grant.

         5. OPTION PROVISIONS.

                  a. LIMITATION ON EXERCISE AND TRANSFER OF OPTIONS.

                  Each option agreement shall be binding upon and inure to the
benefit of any successor of the Company and the heirs, estate, personal
representative and transferees of the optionee. All or any portion of an option
shall be transferable by the optionee, in whole at any time or in part from time
to time, to (i) any member of the optionee's Immediate Family, (ii) any trust
whose beneficiaries consist solely of the optionee and/or members of the
optionee's Immediate Family, and (iii) any person or entity who is an
"affiliate" of the optionee (as such term is defined in Rule 501(b) of
Regulation D promulgated under the Securities Act of 1933). Notwithstanding the
foregoing, the Company shall be under no obligation to record any such transfer
upon the books of the Company and may treat the optionee as the record and
beneficial owner thereof for all purposes until such time as: (a) the transferor
delivers to the Company a fully executed assignment of option in the form
attached as Exhibit A to the option agreement; (b) the transferee delivers to
the Company a fully executed joinder to the option agreement in the form
attached as Exhibit B to the option agreement; and (c) that the transferor and
transferee establish, to the reasonable satisfaction of the Company, that such a
transfer is permitted under applicable provisions of the federal securities
laws. For purposes of this Plan, "Immediate Family" means a person's parents,
siblings, spouse, children or grandchildren or any of the foregoing persons. No
option granted hereunder may be pledged or hypothecated, nor shall any such
option be subject to execution, attachment or similar process.

                  b. EXERCISE OF OPTION. Each option granted hereunder may be
exercised in whole or in part (to the maximum extent then exercisable) from time
to time during the option period, but this right of exercise shall be limited to
whole shares. Options shall be exercised by the optionee giving written notice
to the Vice President of Finance and Chief Financial Officer of the Company at
its principal business office, by certified mail, return receipt requested, of
the optionee's intention to exercise the same and the



                                       2
<PAGE>


number of shares with respect to which the option is being exercised (the
"Notice of Exercise of Option") accompanied by full payment of the purchase
price in cash or in whole or in part in Common Shares having a fair market value
on the date the option is exercised equal to that portion of the purchase price
for which payment in cash is not made. Such Notice of Exercise of Option shall
be deemed delivered upon deposit into the mails.

                  c. TERMINATION OF DIRECTORSHIP. Subject to the following
provisions, if the optionee ceases to be a Director of the Company, his or her
option shall terminate three (3) months after the effective date of termination
of his or her Directorship and neither he nor she nor any other person shall
have any right after such date to exercise all or any part of such option. If
the termination of the Directorship is due to death, then the option may be
exercised within one (1) year after the optionee's death by the optionee's
estate or by the person designated in the optionee's Last Will and Testament or
to whom transferred by the applicable laws of descent and distribution (the
"Personal Representative"). Notwithstanding the foregoing, in no event shall any
option be exercisable after the expiration of the ten-year option period and no
option shall be exercisable to any greater extent than the optionee would have
been entitled to exercise the option at the time of termination or death.

                  d. ACCELERATION OF EXERCISE OF OPTION IN CERTAIN EVENTS.
Notwithstanding anything to the contrary described in the Plan, in the event of
a "change in control," the eligible Director shall have the immediate right and
option (notwithstanding the provisions of paragraph 4 hereof) to exercise the
option with respect to all Common Shares covered by the option, which exercise,
if made, shall be irrevocable. The term "change in control" shall mean: (i) the
receipt by the Company of a Schedule 13D or other advice indicating that a
person, or any member of a "group," is the "beneficial owner" (as those terms
are defined in Rule 13d-3 under the Securities Exchange Act of 1934) of twenty
percent (20%) or more of the voting power of the Company; (ii) the first
purchase of shares pursuant to a tender offer or exchange (other than a tender
offer or exchange by the Company or its affiliates) for all or any amount of
Common Shares or any class or any securities convertible into such Common
Shares, the results of which would make the offeror and/or its affiliates the
beneficial owners of twenty percent (20%) or more of the voting power of the
Company; (iii) the date of the approval by shareholders of the Company of an
agreement providing for any consolidation or merger of the Company in which the
Company will not be the continuing or surviving corporation or pursuant to which
shares of capital stock of any class, or any securities convertible into such
capital stock, of the Company would be converted into cash, securities, or other
property, other than a merger or consolidation of the Company with an affiliate
of the Company or in which the holders of all of the shares of all classes of
the Company's capital stock immediately prior to the merger or consolidation
would own at least a majority of the voting power of the surviving corporation
(or the direct or indirect parent company of the surviving corporation)
immediately after the merger or consolidation; (iv) the date of the approval by
shareholders of the Company of any sale, lease, exchange, or other transfer (in
one transaction or a series of related transactions) of all or substantially all
the assets of the Company; or (v) the adoption of any plan or proposal for the
liquidation (but not a partial liquidation) or dissolution of the Company.

                  e. OPTION AGREEMENTS. Options granted under the Plan shall be
subject to the further terms and provisions of an option agreement, a copy of
which is attached hereto as Exhibit A, the execution of which by each optionee
shall be a condition to the receipt of an option.

                  f. CERTAIN RESTRICTIONS. Notwithstanding anything in the
foregoing to the contrary, the Company shall not, unless approved by the holders
of a majority of the shares present and entitled to vote at a duly convened
meeting of shareholders: (i) grant any stock option, including stock
appreciation right, with an exercise price that is less than 100% of the fair
market value of the underlying stock on the date of grant; or (ii) reduce the
exercise price of any stock option, including stock appreciation right,
outstanding or to be granted in the future; cancel and re-grant options at a
lower exercise price (including entering into any "6 month and 1 day"
cancellation and re-grant program), whether or not the canceled options are put
back into the available pool for grant; replace out-of-the-money options with
restricted stock in an exchange, buy-back or other program; or replace any
options with new options having a lower exercise price or accelerated vesting
schedule in an exchange, buy-back or other program. The prohibitions set forth
in subsections 5(f)(i) and 5(f)(ii) above may not be further amended or repealed



                                       3
<PAGE>


without the affirmative vote of the holders of a majority of the shares present
and entitled to vote at a duly convened meeting of shareholders.

         6. INVESTMENT REPRESENTATION; APPROVALS AND LISTING. The options to be
granted hereunder shall be further conditioned upon receipt of the following
investment representation from the optionee:

         "I further agree that any Common Shares of DATATRAK International, Inc.
         (the "Company") which I may acquire by virtue of this option shall be
         acquired for investment purposes only and not with a view to
         distribution or resale; provided, however, that this restriction shall
         become inoperative in the event that the said Common Shares subject to
         this option shall be registered under the Securities Act of 1933, as
         amended, or in the event that the offer or sale of the Common Shares
         subject to this option may be lawfully made without registration of the
         said Common Shares under the Securities Act of 1933, as amended, as
         established to the satisfaction of the Company."

The Company shall not be required to issue any certificate or certificates for
Common Shares upon the exercise of an option granted under the Plan prior to (i)
the obtaining of any approval from any governmental agency which the Company
shall, in its sole discretion, determine to be necessary or advisable, (ii) the
admission of such Common Shares to listing on any national securities exchange
on which the Common Shares may be listed, (iii) the completion of any
registration or other qualification of the Common Shares under any state or
federal law or ruling or regulations of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable or the
determination by the Company, in its sole discretion, that any registration or
other qualification of the Common Shares is not necessary or advisable, and (iv)
the obtaining of an investment representation from the optionee in the form
stated above or in such other form as the Company, in its sole discretion, shall
determine to be adequate.

         7. GENERAL PROVISIONS. For all purposes of this Plan, the fair market
value of a Common Share shall be determined as follows: so long as the Common
Shares of the Company are listed upon an established stock exchange or exchanges
or contained in the Nasdaq National Market System ("Nasdaq"), such fair market
value shall be determined to be the highest closing sale price of such Common
Shares on such stock exchange or exchanges or Nasdaq the trading day immediately
prior to the day the option is granted (or the date the Common Shares are
tendered as payment, in the case of determining fair market value for that
purpose) or if no sale of such Common Shares shall have been made on any stock
exchange or Nasdaq on that day, then on the closest preceding day on which there
was a sale of such Common Shares; and during any period of time as such Common
Shares are not listed upon an established stock exchange or traded on Nasdaq,
the fair market value per share shall either be (i) the mean between dealer
"Bid" and "Ask" prices of such Common Shares in the over-the-counter market on
the trading day immediately prior to the day the option is granted (or the day
the Common Shares are tendered as payment, in the case of determining fair
market value for that purpose), as reported by the National Association of
Securities Dealers, Inc., or (ii) the value determined by the Board of
Directors, excluding for that purpose, the votes of any eligible Directors.

         The liability of the Company under the Plan and any distribution of
Common Shares made hereunder is limited to the obligations set forth herein with
respect to such distribution and no term or provision of the Plan shall be
construed to impose any liability on the Company in favor of any person with
respect to any loss, cost or expense which the person may incur in connection
with or arising out of any transaction in connection with the Plan, including,
but not limited to, any liability to any federal, state, or local tax authority
and/or any securities regulatory authority.

         Nothing in the Plan or in any option agreement shall confer upon any
optionee any right to continue as a Director, or to be entitled to any
remuneration or benefits not set forth in the Plan or such option.



                                       4
<PAGE>


         Nothing contained in the Plan or in any option agreement shall be
construed as entitling any optionee to any of the rights of a shareholder as a
result of the grant of an option until such time as Common Shares are actually
issued to such optionee pursuant to the exercise of an option.

         The Plan may be assumed by the successors and assigns of the Company.

         The Plan shall not be amended more than once every six (6) months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.

         The cash proceeds received by the Company from the issuance of Common
Shares pursuant to the Plan will be used for general corporate purposes or in
such other manner as the Board of Directors deems appropriate.

         The expense of administering the Plan shall be borne by the Company.

         The captions and section numbers appearing in the Plan are inserted
only as a matter of convenience. They do not define, limit, construe or describe
the scope or intent of the provisions of the Plan.

         8. TERMINATION OF THE PLAN. The Plan shall terminate ten (10) years
from the date of its adoption by the Board of Directors of the Company and
thereafter no options shall be granted hereunder. All options outstanding at the
time of termination of the Plan shall continue in full force and effect in
accordance with and subject to their terms and the terms and conditions of the
Plan.

         9. TAXES. Appropriate provisions shall be made for all taxes required
to be withheld and/or paid in connection with the options or the exercise
thereof, and the transfer of Common Shares pursuant thereto, under the
applicable laws or other regulations of any governmental authority, whether
federal, state, or local and whether domestic or foreign. In its discretion, the
Company may permit the optionee to satisfy such withholding requirements by (a)
the Company withholding from issuance to the optionee such number of Common
Shares otherwise issuable upon exercise of the option as the Company and the
optionee may agree, provided, however, that the optionee must have had on file
with the Company, for at least six (6) months prior thereto, an effective
standing election to satisfy said optionee's tax withholding obligations in such
a fashion, which election form by its terms shall not be revocable or amendable
for at least six (6) months, or (b) with the consent of the Board, in whole or
in part, in Common Shares having a fair market value on the date the option is
exercised equal to that portion of the withholding obligation for which payment
in cash is not made.

         10. CHANGES IN GOVERNING RULES AND REGULATIONS. All references herein
to the Internal Revenue Code of 1986, as amended, or sections thereof, or to
rules and regulations of the Department of Treasury or of the Securities and
Exchange Commission, shall mean and include the Code sections thereof and such
rules and regulations as are now in effect or as they may be subsequently
amended, modified, substituted or superseded.



                                       5