EXHIBIT 10.4

                 TECHNOLOGY SERVICE GROUP, INC. 

           1995 Non-Employee Director Stock Option Plan
     ________________________________________________________


1. Purpose.  This Non-Qualified Stock Option Plan, to be known as
   the 1995 Non-Employee Director Stock Option Plan (the "Plan")
   is intended to promote the interests of Technology Service
   Group, 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.  

 (a)  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 the Plan shall not exceed
      100,000 subject to adjustment in accordance with Paragraph
      11 of the Plan.  

 (b)  The number of shares of Common Stock set forth in
      Paragraph 2(a) and Paragraph 4 reflect and give effect to
      any stock split carried out in connection with the initial
      public offering of the Company's Common Stock.

 (c)  Shares subject to the Plan are authorized but unissued
      shares or shares that were once issued and subsequently
      reacquired by the Company.  If any options granted under
      the Plan are surrendered before exercise or lapse without
      exercise, in whole or in part, the shares reserved
      therefor shall continue to be available under the Plan.


3. Administration.  

 (a)  The Plan shall be administered by the Board until such
      time as it appoints a Stock Plans Committee in connection
      with the Company's  initial public offering (the
      "Committee").  References to the Committee shall be deemed
      references to the Board if no such committee is in
      existence.

 (b)  The Committee shall, subject to the provisions of the
      Plan, have the power to construe the Plan, to determine
      all questions hereunder, and to adopt and amend such rules
      and regulations for the administration of the Plan as it
      may deem desirable. 


4. Granting of Options.

 (a)  Initial Grant.  On the consummation of the initial public
      offering of the Company's Common Stock (the "Public
      Offering 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 (a "non-employee director"), shall
      be automatically granted an initial option (the "Initial
      Option") to purchase 10,000 shares of the Common Stock at
      the offering price per share to the public in such
      offering.

 (b)  Subsequent Grants.  Each non-employee director who
      received an Initial Option and who is serving as a non-employee director
      at the close of business on September 1
      in any year after the Public Offering Date shall be
      automatically granted on such date an option to purchase
      an additional 3,000 shares of Common Stock. 

 (c)  Newly Elected or Appointed Non-Employee Directors.  Each
      person who becomes a non-employee director after the
      Public Offering Date shall be automatically granted an
      option to purchase 3,000 shares of Common Stock effective
      upon his or her election or appointment to the Board and
      shall be automatically granted an option to purchase an
      additional 3,000 shares of Common Stock on each
      anniversary of the date of his or her election or
      appointment to the Board, providing that on such
      anniversary he or she is a non-employee director.

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


5. Option Price.  

 (a)  The option (purchase) price of the stock covered by an
      option granted pursuant to the Plan 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 11 of the
      Plan.  

 (b)  If the Company's Common Stock is publicly traded, "fair
      market value" shall be determined as of the date an option
      is granted and shall mean  

   (i)  the closing price (on that date) 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) the last reported sale price (on that date) of the
        Common Stock on the Nasdaq National Market or SmallCap
        Market, if the Common Stock is then traded in either of
        such markets; 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 a national
            securities exchange, the Nasdaq National Market or
            the Nasdaq SmallCap Market.

 (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, but without limitation thereto, 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 9 of the Plan, an option granted
   hereunder shall expire on the tenth anniversary of the grant
   date.


7. Vesting of Shares and Legend.

 (a)  Vesting.  All Initial Options shall be fully exercisable
      from and after the date six months after the date of
      grant.  All other options granted hereunder shall be
      fully exercisable from and after the first anniversary of
      the grant date.

 (b)  Acceleration Upon Change in Control.  Anything in the
      Plan to the contrary notwithstanding, each outstanding
      option granted under the Plan shall become immediately
      exercisable in full in the event a Change in Control (as
      defined in Paragraph 12) of the Company occurs.

 (c)  Legend on Certificates.  The certificates representing
      shares purchased under the Plan 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.


8. Non-Transferability of Options.  Any option granted pursuant to the
   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.  If and to the extent
   that Rule 16b-3(a)(2) under the Securities Exchange Act of 1934
   (the "Exchange Act") is amended so as to permit transfers of
   options to members of an optionee's family or to trusts

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   established for the benefit of such family members, options
   granted hereunder may be transferable to the extent and on the
   terms provided by Rule 16b-3(a)(2), as so amended.


9. Termination of Option Rights.

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


10.   Exercise of Option.  

 (a)  Subject to the terms and conditions of the Plan and the
      relevant option agreement, 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 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. 

 (b)  The Company's transfer agent shall, on behalf of the
      Company, prepare a certificate or certificates
      representing shares acquired pursuant to the exercise of
      an 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.


11.   Adjustments Upon Changes in Capitalization and Other Matters.  Subject
      to the provisions of Paragraph 7(b), upon the occurrence of
      any of the following events adjustments shall be made as
      hereinafter provided:

 (a)  Stock Dividends and Stock Splits.  If after the Company's
      initial public offering of its Common Stock the shares of
      Common Stock shall be subdivided or combined into a
      greater or smaller number of shares or if the Company

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      shall issue any shares of Common Stock as a stock
      dividend on its outstanding Common Stock, the number of
      shares then subject to outstanding 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 of any consolidation or merger of the Company
      in which the Company is not the surviving or continuing
      corporation or pursuant to which shares of Common Stock
      are converted into cash, securities or other property, 
      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 the 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 canceled 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 canceled 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 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)  Other Adjustments.  Upon the happening of any of the
      foregoing events after the Company's initial public
      offering of Common Stock, the class and aggregate number
      of shares set forth in Paragraphs 2 and 4 that may
      subsequently be the subject of options granted under the
      Plan shall also be appropriately adjusted to reflect such
      events.  The Committee shall determine the specific
      adjustments to be made under this Paragraph 11 and its
      determination (subject to Paragraph 7(b)) shall be
      conclusive.

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12.   Change of Control.  For purposes of the Plan, a "Change in
      Control" shall be deemed to have occurred if  

 (a)  there shall be consummated -

   (i)  any consolidation or merger of the Company in which the
        Company is not the surviving or continuing corporation
        or pursuant to which shares of Common Stock would be
        converted into cash, securities or other property,
        other than a merger of the Company in which the holders
        of the Common Stock immediately prior to the merger
        have the same proportionate ownership of common stock
        of the surviving corporation immediately after the
        merger, or

   (ii) any sale, lease, exchange or other transfer (in one
        transaction or a series of related transactions) of all
        or substantially all of the assets of the Company, or 

 (b)  the stockholders of the Company shall approve a plan or
      proposal for liquidation or dissolution of the Company,
      or 

 (c)  any person (as such term is used in Section 13(d) and
      Section 14(d)(2) of the Exchange Act) shall become the
      beneficial owner (within the meaning of Rule 13d-3 under
      the Exchange Act) of 40% or more of the Common Stock
      other than pursuant to a plan or arrangement entered into
      by such person and the Company, or

 (d)  during any period of two consecutive years, individuals
      who at the beginning of such period constitute the entire
      Board shall cease for any reason to constitute a majority
      thereof, unless the election or the nomination for
      election by the Company's stockholders of each new
      director was approved by a vote of at least two-thirds of
      the directors then still in office who were directors at
      the beginning of such period.


13.   Restrictions on Issuance of Shares.  Notwithstanding the provisions
      of Paragraph 7 and Paragraph 10 of the 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.


14.   Investment Representations of Optionee.  If requested by the
      Company, the optionee shall deliver to the Company written
      representations and warranties upon exercise of an 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).


15.   Option Agreement.  Each option granted under the provisions of
      the 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 the Plan as
      may be determined by the Committee.

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16.   Termination and Amendment of Plan.  Options may no longer be
      granted under the Plan after the close of business on the
      tenth anniversary of the date of its adoption, and the Plan
      shall terminate when all options granted or to be granted
      hereunder are no longer outstanding.  The Board may at any
      time terminate the 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 the Plan (except by adjustment
      pursuant to Paragraph 11); 

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

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

 (d)  amend the Plan in any manner that would cause Rule 16b-3
      under the Exchange Act ("Rule 16b-3") to become
      inapplicable to the Plan; 

 and provided further that the provisions of the Plan specified
 in Rule 16b-3(c)(2)(ii)(A) (or any successor or amended
 provision thereof) under the Exchange Act (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 the Plan shall not, without consent of a
 participant, affect his or her rights under an option
 previously granted to him or her.


17.   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.


18.   Compliance with Regulations.  It is the Company's intent that
      transactions under the Plan comply with all applicable
      conditions of Rule 16b-3 and any applicable Securities and
      Exchange Commission interpretations thereof.  To the extent
      that any provision of the Plan or action by the Board or the
      Committee fails to so comply, it shall be deemed null and
      void to the extent permitted by law and deemed advisable by
      either of them.


19.   Governing Law.  The validity and construction of the 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 10th day of May, 1995
   Approved by Stockholders on December 26, 1995
   Amended by the Board of Directors on August 11, 1997

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