<PAGE>   1
                                                                  EXHIBIT 10.9




                                PMC CAPITAL, INC.
                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


         PMC CAPITAL, INC., a Florida corporation (the "Company"), hereby
establishes and adopts the following Non-Employee Director Stock Option Plan
(the "Plan").

                                    RECITALS

                  a)     The Company desires to attract and retain the best
         available candidates to act as directors of the Company who are not
         affiliated with or employed by the Company (the "Non-Employee
         Directors"), to provide additional equity incentive to such
         Non-Employee Directors and to promote the success of the Company's
         business.

                  b)     To attain these ends, the Company has formulated the
         Plan embodied herein to authorize the granting of stock options
         ("Options") to the Non-Employee Directors whose judgment, initiative
         and efforts are responsible for the success of the Company.

         NOW, THEREFORE, the Company hereby constitutes, establishes and adopts
the following Plan and agrees to the following provisions:

                                   ARTICLE 1.

                              PURPOSE OF THE PLAN

         1.1   Purpose. The purpose of the Plan is to secure for the Company
the benefits of the additional incentive inherent in the ownership of the
Company's shares of common stock (the "Shares") by Non-Employee Directors to
help the Company secure and retain the services of such individuals. Options
granted under the Plan will be "nonqualified share options." For purposes of the
Plan, the term "subsidiary" shall mean "subsidiary corporation," as such term is
defined in Section 424(f) of the Internal Revenue Code of 1986, as from time to
time amended (the "Code"), and "affiliate" shall have the meaning set forth in
Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

                                   ARTICLE 2.

                           SHARES SUBJECT TO OPTIONS

         2.1   Number of Shares. Subject to the adjustment provisions of
Section 5.11 hereof, the aggregate number of Shares which may be issued under
Options shall not exceed, in the aggregate with all Shares issuable pursuant to
options granted under the Company's 1997 Employee Stock Option Plan, 6% of the
then outstanding Shares of the Company. If, and to the extent, that Options
granted under the Plan terminate, expire or are canceled without having been
exercised, new Options may be granted under the Plan with respect to the Shares
covered by such terminated, expired or

<PAGE>   2
canceled Options, provided that the granting and terms of such new Options shall
in all respects comply with the provisions of the Plan. No Options to purchase
fractional Shares shall be granted or issued under the Plan.

         2.2.  Character of Shares. Shares delivered upon the exercise of
Options may be authorized and unissued Shares or issued Shares held in the
Company's treasury, or both.

         2.2   Reservation of Shares. There shall be reserved at all times for
sale under the Plan an aggregate number of Shares equal to the maximum number of
Shares which may be purchased pursuant to Options granted, or that may be
granted, under Article 4 hereof.

                                   ARTICLE 3.

                                  ELIGIBILITY

         3.1.  Options To Non-Employee Directors. Participants who receive
Options under Article 4 hereof shall consist exclusively of Non-Employee
Directors of the Company. For the purpose of this Plan, Non-Employee Directors
are directors of the Company who are not affiliated with, or employed by, the
Company.

                                   ARTICLE 4.

                                    OPTIONS

         4.1   Administration.

                  a)     The Plan with respect to all Options granted pursuant
         to this Article 4 shall be administered by a committee (the
         "Committee") consisting of not fewer than two "non-employee directors"
         (as defined under Section 16, and the rules promulgated thereunder, of
         the Exchange Act), as designated by the Board of Directors of the
         Company. The Board of Directors of the Company may remove from, add
         members to or fill vacancies in the Committee.

                  b)     The Committee is authorized, subject to the provisions
         of the Plan, to establish such rules and regulations as it may deem
         appropriate for the conduct of meetings and proper administration of
         the Plan. All actions of the Committee shall be taken by majority vote
         of its members.

                  c)     Subject to the provisions of the Plan, the Committee
         shall have authority, in its sole discretion, to interpret the
         provisions of the Plan and, subject to the requirements of applicable
         law, including Rule 16b-3, to prescribe, amend and rescind rules and
         regulations relating to it as it may deem necessary or advisable. All
         decisions made by the Committee pursuant to the provisions of the Plan
         shall be final, conclusive and binding on all persons,


                                      -2-
<PAGE>   3
         including the Company, its subsidiaries and affiliates and their
         shareholders, directors, employees and Plan participants.

         4.2   Grant of Options. Each Non-Employee Director shall be granted an
Option to purchase 1,000 Shares on the first June 1st following the Effective
Date (as hereinafter defined) of the Plan, and each newly elected Non-Employee
Director shall be granted an Option to acquire 2,000 shares on the first June
1st following his or her election to the Board of Directors of the Company.
Additional Options to purchase 1,000 Shares each June 1st thereafter shall be
granted to each Non-Employee Director so long as such Non-Employee Director is a
director of the Company on such date.

         All Options granted pursuant to this Article 4 shall be evidenced in
writing by stock option agreements ("Stock Option Agreements"), substantially in
the form attached hereto as Appendix A. The Stock Option Agreements may contain
such terms and conditions as the Committee shall determine which are not
inconsistent with the provisions of the Plan.

         4.3   Option Price. The Option price per each Share purchasable under
any Option granted pursuant to this Article 4 shall not be less than 100% of the
Fair Market Value (as hereinafter defined) of such Share on the date of the
grant of such Option.

         4.4   Exercisability of Option. No Option granted under the Plan shall
be exercisable in any part until the first anniversary of the date of grant of
the Option. Provided that the Optionee is not in breach or default under the
Stock Option Agreement, the right to exercise the Options shall accrue and the
Optionee may purchase the shares subject to the Option in accordance with the
terms set forth in the Stock Option Agreement.

                                   ARTICLE 5.

                        GENERALLY APPLICABLE PROVISIONS

         5.1   Option Period. The period for which an Option is exercisable
shall not exceed five (5) years from the date such Option is granted. After
the Option is granted, the Option period may not be reduced.

         5.2   Fair Market Value. If the Shares are listed or admitted to
trading on a securities exchange registered under the Exchange Act, the "Fair
Market Value" of a Share as of a specified date shall mean the average of the
high and low sales prices of the shares for the day


                                      -3-
<PAGE>   4
immediately preceding the date as of which Fair Market Value is being determined
(or if there was no reported sale on such date, on the last preceding date on
which any reported sale occurred) reported on the principal securities exchange
on which the Shares are listed or admitted to trading. If the Shares are not
listed or admitted to trading on any such exchange but are listed as a national
market security on the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ"), traded in the over-the-counter market or
listed or traded on any similar system then in use, the Fair Market Value of a
Share shall be the average of the high and low sales prices for the day
immediately preceding the date as of which the Fair Market Value is being
determined (or if there was no reported sale on such date, on the last preceding
date on which any reported sale occurred) reported on such system. If the Shares
are not listed or admitted to trading on any such exchange, are not listed as a
national market security on NASDAQ and are not traded in the over-the-counter
market or listed or traded on any similar system then in use, but are quoted on
NASDAQ or any similar system then in use, the Fair Market Value of a Share shall
be the average of the closing high bid and low asked quotations on such system
for the Shares on the date in question. If the Shares are not publicly traded,
Fair Market Value shall be determined by the Committee in its sole discretion
using appropriate criteria. An Option shall be considered granted on the date
the Committee acts to grant the Option or such later date as the Committee shall
specify.

         5.3   Exercise of Options. Options granted under the Plan shall be
exercised by the grantee thereof (the "Optionee") (or by his or her executors,
administrators, guardian or legal representative, as provided in Sections 5.6
and 5.7 hereof) as to all or part of the Shares covered thereby, by the giving
of written notice of exercise to the Company, specifying the number of Shares to
be purchased, accompanied by payment of the full purchase price for the Shares
being purchased. Full payment of such purchase price shall be made within five
(5) business days following the date of exercise and shall be made (i) in cash
or by certified check or bank check, (ii) with the consent of the Committee, by
tendering previously acquired Shares (valued at their Fair Market Value, as
determined by the Committee as of the date of tender), or (iii) with the consent
of the Committee, any combination of (i) and (ii); provided, however, that
payment may not be pursuant to (ii) above unless the Optionee shall have owned
the Shares being tendered in payment for a period of at least six months prior
to the date of exercise of the Option. Such notice of exercise, accompanied by
such payment, shall be delivered to the Company at its principal business office
or such other office as the Committee may from time to time direct, and shall be
in such form, containing such further provisions consistent with the provisions
of the Plan, as the Committee may from time to time prescribe. In no event may
any Option granted hereunder be exercised for a fraction of a Share. The Company
shall effect the transfer of Shares purchased pursuant to an Option as soon as
practicable, and, within a reasonable time thereafter, such transfer shall be
evidenced on the books of the Company.

         5.4   Non-Transferability of Options. No Option shall be assignable or
transferable by the Optionee, other than by will or the laws of descent and
distribution, and may be exercised during the life of the Optionee only by the
Optionee or his guardian or legal representative.

         5.5   Termination as Director. In the event of the termination as a
director of an Optionee for any reason (other than death or disability as
provided below), any Option(s) granted to such Optionee under the Plan shall be
deemed canceled and terminated on the day following the thirty-day period
commencing the date of such termination, unless earlier terminated pursuant to
its terms; provided, however, if such termination is attributable to fraud,
embezzlement, theft or other misconduct injurious to the Company or its
subsidiaries or affiliates, any Option(s) granted to him and not previously
exercised or expired shall be deemed canceled and terminated as of the date of
such termination. The Committee shall have the right to determine whether an
Optionee's


                                      -4-
<PAGE>   5
termination was attributable to fraud, embezzlement, theft or other misconduct
injurious to the Company or its subsidiaries or affiliates, and such
determination shall be final and conclusive.

         5.6   Death. In the event an Optionee dies during his term as a
director of the Company, any Option(s) granted to him not previously expired or
exercised shall, to the extent exercisable on the date of death, be exercisable
by the estate of such Optionee or by any person who acquired such Option by
bequest or inheritance, at any time within thirty days after the death of the
Optionee, unless the Option is earlier terminated pursuant to its terms.

         5.7   Disability. In the event an Optionee is terminated, by the
Company, as one of the directors of the Company, due to total disability, the
Optionee, or his guardian or legal representative shall have the unqualified
right to exercise any Options which the Optionee was eligible to exercise as of
the first date of total disability (as determined by the Committee), at any time
within thirty days after such termination, unless earlier terminated pursuant to
its terms. The term "total disability" shall, for purposes of this Plan, be
defined in the same manner as such term is defined in Section 22(e)(3) of the
Code.

         5.8   Six-Month Holding Period. Notwithstanding anything to the
contrary in the Plan, each Option (or the Shares underlying the Option) granted
hereunder must be held by the Optionee for a combined period of at least six
months from the date the Option is granted (or until such earlier date as
satisfies any legal requirement for exemption under Rule 16b-3 and as satisfies
all other applicable law), provided that the sale, transfer or other disposition
of any Shares underlying any Option shall be permitted within such period to the
extent the sale, transfer or other disposition is exempt under Rule 16b-3 and
all other applicable law.

         5.9   Amendment and Modification of Plan. The Board of Directors of
the Company may, from time to time, alter, amend, suspend or terminate the Plan
as they shall deem advisable, subject to any requirement for shareholder
approval imposed by applicable law, rule or regulation, provided that the Board
of Directors of the Company may not amend the Plan in any manner that would
result in noncompliance with Rule 16b-3 or any applicable law.

         5.10  Tax Withholding. The Company shall notify the Optionee of any
income tax withholding requirements arising as a result of the exercise of an
Option. The Company shall have the right to require such Optionee to pay such
withholding taxes. If the Optionee shall fail to make such tax payments as are
required, the Company or its subsidiaries or affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to such Optionee or to take such other action as may be
necessary to satisfy such withholding obligations.

         5.11  Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities, the issuance
of warrants or other rights to purchase Shares or other securities or other
similar corporate transaction or event


                                      -5-
<PAGE>   6
affects the Shares with respect to which Options have been or may be issued
under the Plan such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as the Committee may deem equitable, adjust any
or all of (i) the number and type of Shares that thereafter may be made the
subject of Options, (ii) the number and type of Shares subject to outstanding
Options, and (iii) the grant or exercise price with respect to any Option, or,
if deemed appropriate, make provision for a cash payment to the holder of any
outstanding Option, provided that the number of Shares subject to any Option
denominated in Shares shall always be a whole number.

         5.12  Right of Discharge Reserved. Nothing in the Plan nor the grant
of an Option hereunder shall confer upon any Non-Employee Director to continue
in the service of the Company or affect any right that the shareholders of the
Company may have to terminate the service of any such Non-Employee Director, at
any time for any reason. Except as specifically provided by the Committee, the
Company shall not be liable for the loss of existing or potential profit from an
Option granted in the event of termination of an employment or other
relationship even if the termination is in violation of an obligation of the
Company to the Optionee.

         5.13  Nature of Payments. All Options made pursuant to the Plan are in
consideration of services performed for the Company or any subsidiary or
affiliate of the Company. Any income or gain realized pursuant to Options
granted under the Plan constitutes a special incentive payment to the Optionee
and shall not be taken into account, to the extent permissible under applicable
law, as compensation for purposes of any of the employee benefit plans of the
Company or any subsidiary or affiliate of the Company except as may be
determined by the Committee or by the Board of Directors of the Company or the
directors of the applicable subsidiary or affiliate of the Company.

         5.14  Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any Shares held under any Option until the date of
issuance of the stock certificates to him for such shares. Except as provided in
Section 5.11 hereof, no adjustment shall be made for dividends or other rights
for which the record date is prior to the date of such issuance.

         5.15  Time of Granting Options. The grant of an Option shall occur
only when a written Stock Option Agreement shall have been duly executed and
delivered by or on behalf of the Company and the employee to whom such Option
shall be granted.

         5.16  Severability. If any provision of the Plan shall be held
unlawful or otherwise invalid or unenforceable in whole or in part, such
unlawfulness, invalidity or unenforceability shall not affect any other
provision of the Plan or part thereof, each of which remain in full force and
effect. If the making of any payment or the provision of any other benefit
required under the Plan shall be held unlawful or otherwise invalid or
unenforceable, such unlawfulness, invalidity or unenforceability shall not
prevent any other payment or benefit from being made or provided under the Plan,
and if the holding of any payment in full or the provision of any other benefit
required under the Plan in full would be unlawful or otherwise invalid or
unenforceable, then such unlawfulness, invalidity or unenforceability shall not
prevent such payment or benefit from being


                                      -6-
<PAGE>   7
made or provided in part, to the extent that it would not be unlawful, invalid
or unenforceable, and the maximum payment or benefit that would not be unlawful,
invalid or unenforceable shall be made or provided under the Plan.

         5.17  Gender and Number. In order to shorten and to improve the
understandability of the Plan document by eliminating the repeated usage of such
phrases as "his or her," any masculine terminology used herein shall also
include the feminine, and the definition of any term herein in the singular
shall also include the plural except when otherwise indicated by the context.

         5.18  Governing Law. The Plan and all determinations made and actions
taken thereunder, to the extent not otherwise governed by the Code or the laws
of the United States, shall be governed by the laws of the State of Texas and
construed accordingly.

         5.19  Effective Date and Termination of Plan.

                  a)     The Plan shall become effective (the "Effective Date")
         upon approval of the Plan by the Company's Board of Directors and
         shareholders.

                  b)     Options may be granted under the Plan at any time and
         from time to time on or prior to the tenth (10th) anniversary of the
         effective date of the Plan as set forth in Section 5.19(a) above, on
         which date the Plan will expire except as to Options then outstanding
         under the Plan. Such outstanding Options shall remain in effect until
         they have been exercised or terminated, or have expired.

         5.20  Captions. The captions in this Plan are for convenience of
reference only, and are not intended to narrow, limit or affect the substance or
interpretation of the provisions contained herein.


                                      -7-