Exhibit 10.3.3

                                AMENDMENT NO. 3
                  AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                             RADIANT SYSTEMS, INC.


  WHEREAS, the Board of Directors of Radiant Systems, Inc. (the "Company") has
previously adopted and the shareholders of the Company have approved, the
Amended and Restated 1995 Stock Option Plan (the "Plan") pursuant to which
options to purchase stock of the Company may be issued to eligible directors,
officers and key employees of the Company; and

  WHEREAS, the Board of Directors of the Company deems it desirable to further
amend the Plan as provided herein;

  NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:

                                   ARTICLE I

                              AMENDMENTS TO PLAN

  1.1 Section 4 of the Plan shall be amended by deleting the second sentence
thereof in its entirety and substituting the following new sentence therefor:

            "The maximum number of shares which shall be reserved and made
            available for sale under the Plan shall be 13,000,000."

                                  ARTICLE II

                         EFFECTIVE DATE OF AMENDMENTS

  2.1 The amendments effected hereby shall be effective for options granted
under the Plan on or after the date this amendment is approved by the Board of
Directors of the Company, but subject to approval of a majority of the shares of
Common Stock of the Company entitled to vote thereon represented in person and
by proxy at a meeting of shareholders. In the event shareholder approval of
adoption of this amendment is not obtained within twelve months of the date this
amendment is approved by the Board of Directors of the Company, then any option
granted in the intervening period to persons who are not officers, directors or
employees of the Company or any subsidiary of the Company, shall be void.