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                                                                  Exhibit 10(j)



                                                   As approved by the Board of
                                                   Directors on October 2, 1995



                       JILLIAN'S ENTERTAINMENT CORPORATION
                     1995 DIRECTOR, ADVISER AND KEY EMPLOYEE
                         NONQUALIFIED STOCK OPTION PLAN


 1.  Purpose of the Plan.
     --------------------

     The purpose of the 1995 Director, Adviser and Key Employee Nonqualified
Stock Option Plan (the "Plan") of Jillian's Entertainment Corporation (the
"Corporation") is to give the Corporation a significant advantage in attracting,
retaining and motivating directors, advisers, officers and key employees and to
provide the Corporation and its Subsidiaries with the ability to provide
incentives more directly linked to the profitability of the Corporation's
businesses and increases in stockholder value.

 2   Definitions.
     ------------

     A.   "Adviser" means any special adviser to the Corporation who is
          designated as such by the Board for purposes of this Plan.

     B.   "Board" means the Board of Directors of the Corporation.

     C.   "Code" means the Internal Revenue Code of 1986, as amended from time
          to time, and any successor thereto.

     D.   "Common Stock" means the common shares, $0.001 par value per share, of
          the Corporation.

     E.   "Corporation" means Jillian's Entertainment Corporation.

     F.   "Date of Grant" means the date on which an Option granted.

     G.   "Director" means a member of the Corporation's Board of Directors.

     H.   "Disinterested Person" means a Director who was not granted during the
          one (1) year immediately preceding the Director's appointment to the
          Stock Option Committee, and is not granted while a member of the Stock
          Option Committee, equity securities under the Plan or any other plan
          of the Corporation or an affiliate of the Corporation, except as may
          be otherwise permitted by Rule 16b-3 promulgated under the Exchange
          Act.

     I.   "Exchange Act" means the Securities Exchange Act of 1934, as amended
          from time to time, and any successor thereto.

     J.   "Fair Market Value" shall mean, with respect to a share of Common
          Stock, either (i) the average of the closing bid and asked quotations
          for the Common Stock on the National Association of Securities Dealers
          Automatic Quotation System ("NASDAQ") on the date the fair market
          value is to be determined, (ii) the closing price of the Common Stock
          on the NASDAQ in the national market or on an established stock
          exchange, or (iii) if the Common Stock is not traded on NASDAQ or
          another exchange, the fair market value as determined by the Board of
          Directors, on the date the fair market value is to be determined.

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          Notwithstanding the above, Fair Market Value shall not be less than
          the par value of the Common Stock.

     K.   "Insider" means any person subject to the provisions of Section 16 of
          the Exchange Act, including an "officer" of the Corporation within the
          meaning of Section 16 of the Exchange Act, a "director" within the
          meaning of Section 3(a)(7) of the Exchange Act, and a "beneficial
          owner" of more than ten percent (10%) of any class of the equity
          securities of the Corporation within the meaning of Section 16 of the
          Exchange Act.

     L.   "Key Employee" means any employee, including employees who are also
          officers or directors, but not including directors who are not also
          employees, of the Corporation or any Subsidiary Corporation who have
          substantial responsibility in the direction and management of the
          Corporation or a Subsidiary Corporation as determined by the Board.

     M.   "Option" means a nonqualified stock option granted under this Plan.

     N.   "Parent Corporation" has the same meaning used in Section 424(e) of
          the Code.

     O.   "Plan" means the Jillian's Entertainment Corporation 1995 Director,
          Adviser and Key Employee Nonqualified Nonqualified Stock Option Plan
          as set forth herein, which may be amended from time to time.

     P.   "Stock Option Committee" means two (2) or more Directors each of whom
          is a Disinterested Person.

     Q.   "Subsidiary" or "Subsidiary Corporation" has the same meaning used in
          Section 424(f) of the Code.

     R.   "Termination of Employment" means the termination of the Participant's
          employment with the Corporation, any Parent or Subsidiary.

          In addition, certain other terms used herein have definitions given to
          them in the first place in which they are used.

3.   Shares of Common Stock Subject to the Plan.
     -------------------------------------------

     A.   Subject to the provisions of Section 8 of the Plan, the aggregate
          number of authorized but unissued shares of Common Stock that may be
          issued pursuant to Options granted under the Plan will not exceed one
          million, six hundred and fifty thousand (1,650,000) shares. Shares
          that by reason of expiration or cancellation of an Option or that are
          otherwise no longer subject to purchase pursuant to an Option granted
          under the Plan may again be available for issuance pursuant to Options
          under the Plan.

     B.   Upon the exercise of an Option, the Corporation may issue new shares
          or reissue shares of Common Stock previously repurchased by or on
          behalf of the Corporation. If shares are to be repurchased and
          reissued, the Corporation will determine, on or before the last day of
          each fiscal quarter, the amount, if any, of the Corporation's Common
          Stock to be purchased by a broker or other independent agent


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          designated by the Corporation (the "Broker") in the following quarter
          for delivery under the Plan. Common Stock so purchased by the Broker
          will be restored to the status of authorized but unissued shares. The
          amounts of stock to be purchased may be all or less than all of the
          projected requirements of the Plan. It is not the intent of the
          Corporation that purchases by the Broker exceed actual Plan
          requirements for the quarter. In such an event, however, excess shares
          would be carried over to help satisfy Plan requirements on the
          following quarter. To the extent that the amounts purchased by the
          Broker do not meet actual Plan requirements, the Corporation will
          issue original shares. The Broker will be free to purchase such stock
          at such times, at such prices, and in such amounts as the Broker deems
          appropriate, whether through brokers or by purchase from securities
          dealers, both on and off the national exchanges, or by private sale or
          otherwise, provided that the purchases will be consistent with such
          conditions as may be prescribed from time to time by law or by the
          Securities and Exchange Commission ("SEC") in any rule or regulation
          or in any exemptive order or no-action letter issued by the SEC to the
          Corporation or the Broker with respect to the making of such
          purchases, or otherwise. As commitments for such purchases are made by
          the Broker, the Corporation will, upon written instruction of the
          Broker, deliver to the Broker the funds necessary to consummate such
          purchases and pay any brokerage and related incidental charges. All
          amounts transferred to the Broker by the Corporation will be promptly
          invested in the Corporation's Common Stock, and in no event later than
          thirty (30) days after delivery of such funds by the Corporation.

4.   Administration of the Plan.
     ---------------------------

     The Plan will be administered by the Board except that grants of Options to
Insiders will be made, consistent with the terms of the Plan, only in the
discretion of the Stock Option Committee. Grants of Options to Key Employees
(other than Insiders) and Advisers will be made in the discretion of the Board.
All questions of interpretation of the Plan, or of any Options granted under it,
will be determined by the Board and such determination will be final and binding
upon all persons having an interest in the Plan. Any or all powers and
discretion vested in the Board under this Plan may be exercised by the Stock
Option Committee or any other subcommittee so authorized by the Board.

     Among other things, the Board shall have the authority, subject to the
terms of the Plan:

     (a)  to select the eligible employees to whom awards may from time to time
          be granted;

     (b)  to determine whether and to what extent Options are to be granted
          hereunder;

     (c)  to determine the number of shares of Common Stock to be covered by
          each award granted hereunder;

     (d)  to determine the terms and conditions of any award granted hereunder
          (including, but not limited to, subject to Section 6, the option
          price, any vesting restrictions or limitation and any vesting
          acceleration or forfeiture waiver regarding any award


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          and the shares of Common Stock relating thereto, based on such factors
          as the Board shall determine); and

     (e)  to modify, amend or adjust the terms and conditions of any Option, at
          any time or from time to time, including, but not limited to, with
          respect to performance goals and measurements applicable to
          performance-based awards pursuant to the terms of the Plan.

     The Board shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreement relating thereto),
and to otherwise supervise the administration of the Plan.

     The Board may act with respect to the Plan only by a majority of its
members then in office, except that the members thereof may authorize any one or
more of their number or any officer of the Corporation to execute and deliver
documents on behalf of the Board.

     Any determination made by the Board or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any award shall be made
in the sole discretion of that body at the time of the grant of the award or,
unless in contravention of any express term of the Plan, at any time thereafter.

     With respect to Options grants to Insiders, the Stock Option Committee
shall have the same rights and authority under the Plan as the Board. All
decisions made by the Board or the Stock Option Committee pursuant to the
provisions of the Plan shall be final and binding on all persons, including the
Corporation and Plan participants.

 5.   Eligibility.
      ------------

     Directors, Advisers, and Key Employees of the Corporation, the Parent
Company, and any Subsidiary Corporation will be eligible to participate in the
Plan.

 6.  Terms and Conditions of Options.
     --------------------------------

     Each Option granted under this Plan will be evidenced by an Option
agreement between the Corporation and the recipient which sets forth the
exercise price of the Option, the vesting schedule (if any) of the Option, the
expiration date of the Option, and any other terms or conditions approved by the
Board or the Stock Option Committee, as appropriate, subject to the following
terms and conditions:

     A.   OPTION GRANTS. Options may be granted to a Director, an Adviser or a
          Key Employee in the discretion of the Board except that grants of
          Options to Insiders may be made only in the discretion of the Stock
          Option Committee. The option exercise price per share for the shares
          subject to an Option granted to an Adviser or a Key Employee shall be
          determined by the Stock Option Committee; such option price may be
          less than 100% of the Fair Market Value of the Common Stock on the
          Date of Grant.


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     B.   TERM OF OPTIONS. Notwithstanding any other provisions of the Plan or
          any Option agreement, no Option will be exercisable after the
          expiration of ten (10) years from the Date of Grant.

     C.   VESTING OF OPTIONS. An Option will be exercisable only to the extent
          that it is vested on the date of exercise. Vesting of an Option will
          cease on the date that an optionee is no longer an employee, Adviser
          or Director of the Corporation or a Parent Corporation or Subsidiary
          Corporation (the "termination date"), and the Option will be
          exercisable only to the extent the Option is vested on the date of
          termination. The Board retains the right to accelerate the vesting of
          any Option in its sole discretion, except that the Stock Option
          Committee has sole authority to change the vesting terms of Options
          granted to Insiders.

     D.   TERMINATION OF EMPLOYMENT. Except as otherwise provided in an Option
          agreement, any Option granted pursuant to the Plan will become
          exercisable in full upon the retirement of the optionee because of age
          or total and permanent disability or upon the death of the optionee.
          Except as otherwise provided in an Option agreement, if an optionee
          terminates service for any reason other than death, the optionee shall
          be entitled to exercise the Option to the extent vested as of the
          optionee's termination date until the date the Option expires. If an
          optionee terminates service because of death, the optionee's heirs,
          legatees or legal representative may exercise any portion of the
          Option within one (1) year of the date of the Optionee's death. No
          Option will be exercisable after the expiration date stated in the
          stock option agreement executed by the Corporation and the Optionee.
          Each Option will be subject to termination before its date of
          expiration as hereinafter provided.

     E.   EXERCISE. Options may be exercised only by written notice to the
          Corporation at its head office accompanied by payment of the full
          consideration for the shares as to which they are exercised. Payment
          of the exercise price may be in cash or, in the sole discretion of the
          Board, (a) by exchange of Common Stock of the Corporation, or (b)
          partly in cash and partly by exchange of such Common Stock. The value
          of exchanged Common Stock will be the Fair Market Value on the date of
          exercise. The Board may also permit deferred payment of all or any
          part of the purchase price of shares purchased pursuant to the Plan.

     F.   TRANSFERABILITY. Unless provided otherwise by the Board or Stock
          Option Commitee, as appropriate, no Option granted under the Plan,
          contingent or otherwise, will be transferable, assignable or subject
          to any encumbrance, pledge, or charge of any nature, except by will or
          the laws of descent and distribution. The Board or Stock Option
          Committee, as appropriate, may provide that an Option granted under
          the Plan, contingent or otherwise, is, subject to such terms and
          conditions as the Board or Stock Option Committee shall provide,
          transferable by the Option holder and the transferee shall be entitled
          to exercise the Option to the extent such Option would have been
          exercisable by the transferor. The transferability rights and the
          terms and conditions applicable to such rights may be provided at the
          time of grant of an Option or by subsequent amendment of an
          outstanding Option. If 

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          an Option is not transferable, then during the lifetime of an
          optionee, an Option will be exercisable only by the optionee or by the
          optionee's legal representative. The executor or administrator of the
          estate of the optionee may transfer any rights with respect to such
          Option to the person or persons or entity (including a trust) entitled
          thereto under the will of the optionee or under the laws of intestacy.

     G.   SALE OF COMMON STOCK. No Common Stock acquired as a result of an
          exercise of Options may be sold by the optionee within the six (6)
          month period commencing on the date of grant of the Option.

7.   Termination and Amendment of the Plan and Options.
     --------------------------------------------------

     The Board may terminate the Plan at any time except with respect to any
outstanding Options. The Board may amend the Plan in any manner with respect to
future grants of Options and may amend outstanding Options in any manner
consistent; provided that, no amendment will be effective if the amendment
alters or impairs any rights or obligations of any outstanding Option without
the written consent of the optionee.

8.   Change in Capital Structure.
     ----------------------------

     A.   The existence of outstanding Options shall not affect in any way the
          right or power of the Corporation or its stockholders to make or
          authorize any or all adjustments, recapitalizations, reorganizations
          or other changes in the Corporation's capital structure or its
          business, or any merger or consolidation of the Corporation, or any
          issue of bonds, debentures, preferred or prior preference stock ahead
          of or affecting the Common Stock or the rights thereof, or the
          dissolution or liquidation of the Corporation, or any sale or transfer
          of all or any part of its assets or business, or any other corporate
          act or proceeding, whether of a similar character or otherwise.

     B.   If the Corporation shall effect a subdivision or consolidation of
          shares or other capital readjustment, the payment of a stock dividend,
          or other increase or reduction of the number of shares of the Common
          Stock outstanding, without receiving compensation therefore in money,
          services or property, then (i) the number, class, and per share price
          of shares of Common Stock subject to outstanding Options hereunder
          shall be appropriately adjusted in such a manner as to entitle an
          optionee to receive upon exercise of an Option, for the same aggregate
          cash consideration, the same total number and class of shares as he
          would have received had the optionee exercised his or her Option in
          full immediately prior to the event requiring the adjustment; and (ii)
          the number and class of shares then reserved for issuance under the
          Plan shall be adjusted by substituting for the total number and class
          of shares of Common Stock then reserved that number and class of
          shares of Common Stock that would have been received by the owner of
          an equal number of outstanding shares of each class of Common Stock as
          the result of the event requiring the adjustment.

     C.   After a merger of one or more corporations into the Corporation or
          after a consolidation of the Corporation and one or more corporations
          in which the Corporation


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          shall be the surviving corporation, each optionee shall, at no
          additional cost, be entitled upon exercise of such Option to receive
          (subject to any required action by stockholders) in lieu of the number
          and class of shares as to which such Option shall then be so
          exercisable, the number and class of shares of stock or other
          securities to which such optionee would have been entitled pursuant to
          the terms of the agreement of merger or consolidation if, immediately
          prior to such merger or consolidation, such optionee had been the
          holder of record of the number and class of shares of Common Stock
          equal to the number and class of shares as to which such Option shall
          be so exercised.

     D.   If the Corporation is merged into or consolidated with another
          corporation under circumstances where the Corporation is not the
          surviving corporation, or if the Corporation is liquidated, or sells
          or otherwise disposes of substantially all of its assets to another
          corporation while unexercised Options remain outstanding under the
          Plan, unless provisions are made in connection with such transaction
          for the continuance of the Plan and/or the assumption or substitution
          of such Options with new options covering the stock of the successor
          corporation, or parent or subsidiary thereof, with appropriate
          adjustments as to the number and kind of shares and prices, then all
          outstanding Options shall be fully vested. Notwithstanding the
          preceding provisions if in the opinion of counsel to the Corporation
          the immediate exercisability of such Options (or cash payment), when
          taken into consideration with all other "parachute payments" as
          defined in Section 280G of the Code, would result in an "excess
          parachute payment" as defined in such section, such Option shall not
          become immediately exercisable and shall be cancelled as of the
          effective date of the corporate event, except and to the extent the
          Board in its discretion shall otherwise determine.

     E.   Except as hereinbefore expressly provided, the issuance by the
          Corporation of shares of stock of any class, or securities convertible
          into shares of stock of any class, for cash or property, or for labor
          or services either upon direct sale or upon the exercise of rights or
          warrants to subscribe therefor, or upon conversion of shares or
          obligations of the Corporation convertible into such shares or other
          securities, shall not affect, and no adjustment by reason thereof
          shall be made with respect to, the number, class or price of shares of
          Common Stock then subject to outstanding Options. Adjustment under the
          preceding provisions of this section will be made by the Board, whose
          determination as to what adjustments will be made and the extent
          thereof will be final, binding, and conclusive. No fractional interest
          will be issued under the Plan on account of any such adjustment.

9.   Taxes.
     ------

     A.   AUTOMATIC WITHHOLDING. When any portion of an Option is exercised, the
          Corporation either shall require the Optionee to pay cash or the
          Corporation shall withhold from the Common Stock acquired upon such
          exercise the number of shares sufficient to satisfy the Corporation's
          obligations, if any, to withhold taxes under Federal, state, or local
          law as a result of such exercise. The Fair Market Value of the Common
          Stock withheld must, as of the date the Option is exercised, at least
         


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          equal the aggregate unsatisfied withholding obligations for the
          portion of the Option that is exercised.

     B.   NONQUALIFIED OPTIONS. Options granted under the Plan are not intended
          to qualify as Incentive Stock Options within the meaning of Section
          422 of the Code.

10.  General Provisions.
     -------------------

     A.   The Corporation shall not be required to sell or issue any shares
          under any Option if the issuance of such shares shall constitute a
          violation by the optionee or the Corporation of any provision of any
          law, statute, or regulation of any stock exchange upon which the
          Common Stock may be listed or any governmental authority whether it be
          Federal or State. Unless a registration statement is in effect under
          the Securities Act of 1933, as amended (the "Securities Act") with
          respect to the shares of Common Stock covered by an Option, the
          Corporation shall not be required to issue shares upon exercise of any
          Option (i) unless the Stock Option Committee has received evidence
          satisfactory to it to the effect that the optionee is acquiring such
          shares for investment and not with a view to the distribution thereof
          or (ii) unless an opinion of counsel to the Corporation has been
          received by the Corporation, in a form and substance which is deemed
          acceptable by the Board, to the effect that a registration statement
          is not required. Any determination in this connection by the Stock
          Option Committee shall be final, binding and conclusive. In the event
          the shares issuable on exercise of an Option are not registered under
          the Securities Act, the Corporation may imprint the following legend
          or any other legend which counsel for the Corporation considers
          necessary or advisable to comply with the Securities Act, the terms of
          the Plan or other law:

                    "The shares of stock represented by this certificate have
                    not been registered under the Securities Act of 1933 or
                    under the securities laws of any State and may not be sold
                    or transferred except pursuant to an effective registration
                    statement or upon receipt by the Corporation of any opinion
                    of counsel, in form and substance satisfactory to the
                    Corporation, that registration is not required for such sale
                    or transfer."

          The Corporation may, but shall in no event be obligated to, register
          any securities covered hereby pursuant to the Securities Act and, in
          the event any shares are so registered, the Corporation may remove any
          legend on certificates representing such shares. The Corporation shall
          not be obligated to take any affirmative action in order to cause the
          exercise of an Option or the issuance of shares pursuant thereto to
          comply with any law or regulation of any governmental authority.

     B.   No optionee and no beneficiary or other person claiming under or
          through an optionee will have any right, title or interest in or to
          any shares of Common Stock allocated or reserved under the Plan or
          subject to any Option except as to such shares of Common Stock, if
          any, that have been issued or transferred to such optionee or
          beneficiary.


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<PAGE>   9


     C.   The Plan and all determinations made and actions taken pursuant
          thereto will be governed by the laws of the State of Florida and
          construed in accordance therewith.

     D.   Options may be granted under this Plan from time to time in
          substitution for stock options held by employees of other corporations
          who become employees of the Corporation or a Subsidiary Corporation as
          a result of a merger or consolidation of the employing corporation
          with the Corporation or a Subsidiary Corporation or the acquisition by
          the Corporation or a Subsidiary Corporation of the assets of the
          employing corporation, or the acquisition by the Corporation or a
          Subsidiary Corporation of at least 50% of the issued and outstanding
          stock of the employing corporation as the result of which it becomes a
          Subsidiary Corporation of the Corporation. The terms and conditions of
          the substitute options so granted may vary from the terms and
          conditions set forth in this Plan to such extent as the Board at the
          time of grant may deem appropriate to conform, in whole or in part, to
          the provisions of the stock options in substitution for which they are
          granted. At the time of grant, the Board may provide in connection
          with any grant made under the Plan that the shares of Common Stock
          received as a result of such grant shall be subject to a right of
          first refusal pursuant to which the optionee shall be required to
          offer to the Corporation any shares that the optionee wishes to sell
          at the then Fair Market Value of the Common Stock, subject to such
          other terms and conditions as the Stock Option Committee may specify
          at the time of grant.

     E.   All headings in this Plan are for convenience of reference only and
          are to be ignored in construing the Plan. Any masculine pronoun shall
          include the feminine and the singular shall include the plural, and
          vice versa.

11.    Indemnification of Board and Compensation Committees.
       -----------------------------------------------------

     The members of the Board of Directors and the Stock Option Committee will
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or Option
agreements, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by legal counsel selected by the Corporation) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it is adjudged in such
action, suit or proceeding that the member is liable for negligence or
misconduct in the performance of the member's duties; provided that within sixty
(60) days after institution of any such action, suit or proceeding a member will
in writing offer the Corporation the opportunity, at its own expense, to defend
the same. The foregoing right of indemnification shall inure to the benefit of
the heirs, executors or administrators of each such member of the Board of
Directors and the Stock Option Committee and shall be in addition to any and all
other rights of indemnification to which such members may be entitled to as a
matter of law, contract, or otherwise.

12.  Limitation of Rights.
     ---------------------

     Neither the adoption and maintenance of the Plan nor the grant of Options
will:


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     A.   limit the right of the Corporation, Parent Corporation or Subsidiary
          Corporation to discharge or discipline any employee, or otherwise
          terminate or modify the terms of any employment agreement, or

     B.   confer upon any optionee any contract or other right or interest other
          than as specifically provided in the Plan and the Option agreement.

13.  EFFECTIVE DATE OF THE PLAN, DURATION OF THE PLAN. The Plan is effective as
     of October 2, 1995. Unless previously terminated, the Plan will terminate
     ten (10) years after the date the Plan is adopted by the Board, except that
     Options that are granted under the Plan before its termination will
     continue to be administered under the terms of the Plan until the Options
     terminate or are exercised.


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