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                                                                    Exhibit 10.2


                                  TENERA, INC.

               1993 OUTSIDE DIRECTOR COMPENSATION AND OPTION PLAN

                    Amended and Restated as of March 1, 1998


1.       Purpose of the Plan.
The purpose of this 1993  Outside  Director  Compensation  and Option  Plan,  as
Amended  and  Restated  as  of  March  1,  1998,  is to  provide  for  the  fair
compensation  of Outside  Directors  of the Company;  to encourage  ownership of
Common Stock of the Company by Outside  Directors of the Company;  to provide an
additional  incentive  for such Outside  Directors to continue in service to the
Company; and to promote the success of the Company's business. It is anticipated
that the Plan will  assist the Company in  attracting  and  retaining  directors
capable  of  making  valuable  contributions  to the  long-term  success  of the
Company.  It is the intent of the Company to reduce over several  years the cash
annual  retainer for Outside  Directors  and grant  Options for shares of Common
Stock in lieu thereof  pursuant to the Plan.
2.       Effective Date of Plan.
The Plan as originally adopted  became effective as of March 1, 1994 pursuant to
the approval of  the General Partner of the Partnership.  Pursuant to the Merger
Agreement effecting  conversion of the Partnership and Operating  Partnership to
corporate  form,  the Plan  was  amended  and  restated  as of June 30,  1995 to
incorporate  revisions necessary to reflect the change to corporate form and the
fact that Options  outstanding  under the Plan,  whether granted before or after
June 30, 1995,  relate to Shares of Common Stock of the Company instead of Units
representing  limited partner  interests of the Partnership.  This Amendment and
Restatement  is effective as of March 1, 1998 and increases the number of shares
authorized for issuance  under the Plan,  increases the number of Shares subject
to Annual  Grants  under the Plan and  provides  for  Options  to be  granted to
persons  who are not  Outside  Directors  on March 1 of a Plan  Year but who are
elected or appointed to the Board of  Directors  as Outside  Directors  prior to
September  1 of such Plan  Year.
3.       Definitions.
Unless the context clearly requires a different  meaning,  the  following  words
shall have the following meanings when used herein:
(a) "Board of Directors" or "Board" means the Board of Directors of the Company.
(b) "Common  Stock" means the Common  Stock, par value  $0.01 per share, of  the
Company.
(c)  "Company"  means  TENERA,  Inc., a Delaware corporation.
(d) "Merger"  means  the  merger  of  TENERA, L.P. (the  "Partnership"),  TENERA
Operating Company, L.P. (the "Operating Partnership"),  and Teknekron Technology
MLP I  Corporation  (the  "General  Partner"),  with and into  TENERA,  Inc.,  a
Delaware corporation, which succeeded to their assets and liabilities.


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(e) "Merger  Agreement"  means  the  Agreement and  Plan of Merger,  dated as of
June 6, 1995, among the Company, the Partnership, the Operating Partnership, and
the General Partner approved by the holders of Units of limited partner interest
of the Partnership pursuant to the Partnership's Consent Solicitation  Statement
filed with the Securities and Exchange Commission dated June 6, 1995.
(f)  "Option"  means an  option  to  purchase  shares  of  Common  Stock  of the
Company granted pursuant to this Plan.
(g)  "Outside  Director"  means  a  member  of  the  Board of  Directors  of the
Company  who is not  otherwise  an officer of or  employed by the Company or any
affiliate of the Company.
(h)"Plan" means this 1993 Outside Director Compensation and Option Plan, Amended
and  Restated  as of March 1, 1998,  as it may be amended  from time to time.
(i) "Plan  Year" means a twelve  month  period  ending February 28 of each year,
commencing with the year ending February 28, 1994.
(j)  "Retainer"  means the the annual base fee,  as adjusted  from time to time,
paid to Outside Directors as compensation for their service,  exclusive  of  any
fees paid for attendance at any meeting of the Board or a committee thereof.
(k) "Share" means a share of Common Stock.
4.       Retainer; Meeting Fees.
Annually the Board of Directors shall establish an  annual  Retainer  payable to
the Outside  Directors in cash at such time or times as the Board  may determine
appropriate and establish such meeting fees for attendance at Board or Committee
meetings as the Board shall deem  appropriate.  The  Retainer  for  the  current
Plan Year ending  February  28, 1994 shall be reduced  from  $12,000  to $6,000.
5.       Outside Director's Stock Options.
5.1 Shares of Common Stock  Subject to Plan.
The  maximum  number  of  Shares  which  may be issued upon  exercise of Options
granted under the Plan shall be Three Hundred Thousand  (300,000)  Shares.  Such
Shares may be either  issued  Shares  which  shall have been  reacquired  by the
Company or  authorized  but  unissued  Shares as the Board from time to time may
determine. If any outstanding Option under the Plan for any reason expires or is
terminated  without having been  exercised in full, the Shares  allocable to the
unexercised  portion of such Option  shall again  become  available  for Options
pursuant to the Plan.
5.2  Participation  in the Plan.
All Outside Directors of the  Company  are  eligible for and shall automatically
participate in the Plan. A director of the Company who is  also  an  officer  or
employee of the Company or an affiliate  of the Company  shall not  be  eligible
to receive any Options pursuant to the Plan.  An Outside Director who shall have
been  granted an Option  under the Plan may be  granted  one or more  additional
Options provided such Outside  Director  continues to be eligible to participate
in the Plan.
5.3 Issuance of Options.
On  March  1  of  each  year  for so  long as there  are  Shares  available  for
issuance  under the Plan,  every Outside  Director shall be granted an option to
purchase 12,500 Shares, subject to adjustment annually by the Board of Directors
(the "Annual  Grant").  Commencing with the Plan Year beginning on March 1, 1998
and for so long as there are Shares available for issuance under the Plan, every
person who is not a director of the Company on March 1 of a Plan Year but who is


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elected or appointed to the Board of Directors as an Outside  Director  prior to
September 1 of such Plan Year shall also be granted an Annual  Grant on the date
of such election or appointment. The Board of Directors may increase or decrease
the number of Options granted in each Annual Grant prior to the  commencement of
the Plan Year for which such Annual Grant is first effective. If the Board takes
no action to adjust the size of the Annual Grant,  the Annual Grant as in effect
for the immediately preceding Plan Year shall remain in effect.
5.4 Option Price.
The  purchase  price of Shares  covered by each Option shall be equal to 100% of
the fair market  value of the Shares at the close of trading on the last trading
day prior to the grant date of any Option.  Such fair market value shall be  the
closing price as reported on the American Stock  Exchange, or if no such closing
price is reported,  the closing price on the nearest preceding trading date upon
which a sale is reported.
5.5 Term of  Options.
Each Option shall expire at 11:59 p.m.  (Pacific  Time) on the date which is ten
(10) years after the date of grant.
5.6  Exercise of Options.
(a) An Option may be exercised in whole or in part in accordance with its terms,
before the  expiration  of the term of such Option,  at any time or from time to
time after  vesting  thereof by the  Optionee  by giving  written  notice to the
Company,  specifying  the number of Shares to be purchased  and the Option grant
date,  by mail or in person  addressed  to the Chief  Financial  Officer  of the
Company, 2001 Center Street, Berkeley, California 94704. Each Annual Grant shall
vest and shall first become  exercisable  one year after the date of grant.  The
number of Shares as to which the Option may be exercised shall be cumulative, so
that once the Option shall become exercisable as to any Shares it shall continue
to be  exercisable  as to such Shares,  until  expiration or  termination of the
Option as  provided  herein.  No  exercise of an Option may be for less than 100
Shares,  unless such lesser amount is the entire number of Shares then available
for exercise.
(b) The purchase price of the Shares  purchased upon exercise of an Option shall
be paid at the time any notice of  exercise  is given (i) in full in cash at the
time of the  exercise;  (ii) with shares of the Common Stock of the Company;  or
(iii) any combination of cash and shares of the Common Stock of the Company.  In
the  event  that an Option is  exercised  in full or in part with  shares of the
Common  Stock of the  Company,  such Shares  shall be valued at 100% of the fair
market value of the Shares at the close of trading on the last trading day prior
to the  exercise of such  Option.  Such fair  market  value shall be the closing
price as reported on the American Stock Exchange, or if no such closing price is
reported,  the closing price on the nearest  preceding trading date upon which a
sale is reported.
(c) Whenever the Company issues or transfers  Shares under the Plan, the Company
shall have the right to require the Outside  Director to remit to the Company an
amount  sufficient  to satisfy  any  federal,  state and local  withholding  tax
requirements prior to the delivery of any certificates for such Shares.
(d) Upon notice from the Company,  the Company's transfer agent shall, on behalf
of the Company, prepare a certificate representing such Shares acquired pursuant
to exercise of the Option,  register the Optionee as the owner of such Shares on
the  books of the  Company  and  cause  the  fully  executed  certificate  to be
delivered to the  Optionee as soon as  practicable  after  payment of the option


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price in full.  The  holder of an Option  shall not have any of the  rights of a
Stockholder  with  respect to the Shares  covered by the Option until and to the
extent that the Option shall have been duly exercised.
5.7  Nontransferability  of Options.
An Option shall not be transferable other than by will or the  laws  of  descent
and distribution,  and an Option may  be exercised  during  the  lifetime of the
Outside Director only by the Outside  Director.  No Option or  interest  therein
may be transferred, assigned, pledged or hypothecated by the Optionee during his
lifetime,  by operation of law or  otherwise,  or be made subject to  execution,
attachment or similar process.
5.8 Termination of Service.
(a) In the  event  that an  Optionee  ceases to be a member of the Board for any
reason other than death or disability (as determined by the Board of Directors),
any then unvested Options shall  immediately  terminate and become void, and any
Option which has then vested but remains  unexercised  shall remain  exercisable
pursuant to its terms until the expiration date of the Option.
(b) In the event that an  Optionee  ceases to be a member of the Board by reason
of death or  disability  (as  determined  by the Board of  Directors),  any then
unvested   Options  shall   immediately  vest  and  all  vested  Options  remain
exercisable  pursuant  to their terms at any time until the  expiration  date of
such Option.
5.9 Adjustments Upon Changes in Capitalization.
In the event that the outstanding  shares of the Common Stock of the Company are
changed into or exchange  for a different  number or kind of  securities  of the
Company  or  of  another   corporation   or  other   entity  by  reason  of  any
reorganization, merger, consolidation,  recapitalization or reclassification, or
in the event of a stock split,  combination or distributions  payable in Shares,
automatic  adjustment shall be made in the number and kind of Shares as to which
outstanding  Options shall be  exercisable  and in the available  securities set
forth in Section 5.1 hereof, to the end that the  proportionate  interest of the
Optionee  shall be  maintained  as before the  occurrence  of such  event.  Such
adjustment  in  outstanding  Options  shall be made without  change in the total
price  applicable  to  the  unexercised  portion  of  such  Options  and  with a
corresponding  adjustment in the Option price per Share. If an Option  hereunder
shall be assumed, or a new Option substituted  therefor,  as a result of sale of
the Company, whether by merger, consolidation or sale of property or securities,
then  membership  on the Board of  Directors  of such  assuming or  substituting
corporation  or  by  a  parent  corporation  or  subsidiary  therefor  shall  be
considered  for purposes of an Option to be membership on the Board of Directors
of the Company.
6.  Transfer Limitations Upon Exercise.
As part of the consideration for and as a condition to each Annual Grant and the
issuance of Shares upon exercise of an Option,  the Outside  Director  shall not
sell, transfer, pledge, encumber or otherwise dispose of more than fifty percent
(50%) of the Shares  subject to each Annual Grant prior to the date which is six
(6) months after the date on which such Outside Director is no longer a director
of the Company.  Notwithstanding  the above  limitation  on  transferability  of
Shares  acquired  upon  exercise  of an  Option,  in the  event of the  death or
disability of the Outside  Director as referenced  in Section  5.8(b),  all such


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Shares shall be freely  transferable by the Outside Director or his or her legal
representative  or heirs, as the case may be, subject to all applicable  federal
and state securities  laws. The Company may issue such  instructions as it deems
appropriate to its transfer agent to evidence the limitations on transferability
of  such  Shares,   including,   without  limitation,   appropriate  legends  on
certificates  representing  the Shares  acquired  upon exercise of an Option and
"stop transfer" instructions with respect thereto.
7. Termination and Amendment of the Plan.
No Option shall be granted under the Plan after ten years from the date the Plan
is  adopted  by the Board of  Directors.  The Board may at any time  prior to or
after that date suspend or terminate the Plan. No such termination or suspension
shall  impair,  without  the  consent of the  Optionee,  any Option  theretofore
granted to such  Optionee  under the Plan or deprive such Optionee of any Shares
which he or she may have acquired under the Plan. Any Option  outstanding at the
time of termination of the Plan shall remain in effect subject to the provisions
of this Plan until the Option shall have been  exercised or shall have  expired.
The  Board  may at any time  modify  or amend  the  Plan  provided  that no such
modification  impairs,   without  the  consent  of  the  Optionee,   any  Option
theretofore granted.
8. Administration of the Plan.
The Plan is intended to be  self-operative to the maximum extent consistent with
prudent business practice and no separate agreement  evidencing any Annual Grant
shall be required.
9. Regulatory Matters.
(a) Each Option granted under the Plan shall be subject to the requirement  that
if at any time the Board shall determine,  in its discretion,  that the listing,
registration or  qualification of the shares of the Common Stock subject to such
Option upon any  securities  exchange or under any state or federal  law, or the
consent or  approval  of any  governmental  regulatory  body,  is  necessary  or
desirable as a condition of, or in connection  with, the granting of such Option
or the issue or purchase of Shares  thereunder,  no such Option may be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval  shall  have been  effected  or  obtained  free of any  conditions  not
acceptable to the Board.
(b)  The  Company  shall  have  no   obligation  to  deliver  any   certificates
representing  Shares  upon  exercise  of an Option  until  one of the  following
conditions has been satisfied:
(i) The  issuance  of the  Shares  with  respect  to which the  Option  has been
exercised has been  registered  under  applicable  federal and state  securities
laws; or
(ii) Counsel for the Company  shall have given an opinion that such  issuance of
Shares is exempt from registration under applicable federal and state securities
laws; and
(iii)  The  Company  has  complied  with all  applicable  laws and  regulations,
including, without limitation, all regulations of the American Stock Exchange or
any other  exchange  on which the  Company's  Common  Stock is then  listed  for
trading.


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(c) The Company  shall use its best efforts to bring about  compliance  with the
above  conditions  within a reasonable  time,  except that the Company  shall be
under  no  obligation  to  cause  a  registration  statement  or  post-effective
amendment of any registration statement to be prepared at its expense solely for
the purposes of covering  the issuance of Shares  pursuant to the exercise of an
Option.
(d) The Company may require the Optionee to deliver written  representations and
warranties  upon exercise of an Option that are necessary or appropriate to show
compliance with federal and state securities laws, including  representations 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, as amended).