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                                                                   Exhibit 10.24

                          VACATION EMPORIUM CORPORATION

                             STOCK OPTION AGREEMENT

                           (Directors - Non-Qualified)



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Optionee Name:

Optionee Address:

Number of Shares of                               Exercise Price per
Common Stock:            100,000                  Share:  US $3.50
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Date of Grant:
                         August 9, 1999
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                  STOCK OPTION AGREEMENT (this "Agreement") made as of the Date
of Grant set forth above (the "Date of Grant"), between VACATION EMPORIUM
CORPORATION, a Nevada corporation (the "Company"), and the Optionee identified
above ("Optionee"), residing at the address set forth above.

                  WHEREAS, the Optionee is a member of the Company's Board of
Directors; and

                  WHEREAS, pursuant to the Company's 1996 Compensatory Stock
Option Plan (the "Plan"), the Company desires to grant a stock option to
Optionee to purchase certain shares of its common stock, par value $.001 per
share (the "Common Stock"); and

                  WHEREAS, this Agreement consists of this Agreement and the
Plan attached hereto as Exhibit A;

                  NOW, THEREFORE, the Company and the Optionee hereby agree as
follows:


                              W I T N E S S E T H:
                              - - - - - - - - - -


                  1. Definitions. In this Agreement, except where the context
otherwise indicates, the following definitions apply:

                     1.1 Terms defined in the Plan shall have the same meanings
when used herein as defined therein.

                     1.2 The term "Option" shall have the meaning set forth in
Section 3 hereof.

                     1.3 The term "Optionee" when used herein shall include the
Optionee's legal representative when the context requires.


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                     1.4 The term "Plan Administrator" shall have the same
meaning as "Compensation Committee" as set forth in the Plan.

                  2. Representations, Warranties and Acknowledgements of the
Optionee.

                     2.1 The Optionee's address set forth above is his or her
true and correct residence.

                     2.2 The Optionee has had an opportunity to ask questions
and receive answers from the officers and directors of the Company, or a person
or persons acting on its behalf, concerning the terms and conditions of this
Agreement and the business and affairs of the Company. The Optionee has a
sufficient business and personal relationship with one or more of the officers
and directors of the Company, and has sufficient business or financial
experience, so as to be able to protect his or her own interests in connection
with the issuance of the Option (as hereinafter defined) and the issuance of any
Common Stock upon any exercise of the Option.

                     2.3 The Optionee acknowledges that the Option and the
Common Stock to be issued upon the exercise of the Option, if any, are
speculative investments and involve a substantial degree of risk of loss by the
Optionee. The Optionee represents and warrants to the Company that he or she is
acquiring the Option, and the Common Stock to be issued upon the exercise of the
Option (if the Option is exercised), solely for investment purposes and not with
a view towards distribution or transfer. The Optionee acknowledges that the
Option may or may not be of any value, based on numerous circumstances and
conditions, many of which may be beyond the control of Optionee.

                     2.4 The Optionee acknowledges that the Option and the
Common Stock to be issued upon the exercise of the Option constitute a part of
the Optionee's compensation arrangement with the Company.

                     2.5 The Optionee confirms that neither the Company nor any
officer, director or representative thereof has made any representation,
prediction, or forecast as to the value or possible future value of the Option
or the Common Stock. The Optionee has not been induced to accept the Option by
any representation or promise by or on behalf of the Company.

                     2.6 The Optionee has had an opportunity to consult with his
or her legal, tax and investment advisors, to the extent the Optionee deems
necessary, concerning the Option.

                     2.7 This Agreement consists of this document and the terms
and provisions contained in the Plan, as it may be amended from time to time,
which are hereby incorporated by reference herein and made a part hereof. Unless
otherwise expressly stated herein, in the case of any conflict or inconsistency
between the terms of this document and the terms of the Plan, the terms of the
Plan shall control.

                     2.8 The Optionee acknowledges that the Option and the
shares of Common Stock to be issued upon exercise thereof have not been
registered under the Securities Act of 1933, as amended (the "Act"), in reliance
on an exemption from registration contained in Section 4(2) of the Act based, in
part, on the representations and warranties made by the Optionee hereunder.
Optionee agrees that the certificates evidencing the shares of Common Stock
acquired by him or her upon exercise of all or part of the Option may bear a
restrictive legend, if appropriate, indicating that the shares have not been
registered under the Act and are subject to restrictions on the transfer
thereof.


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                  3. Grant of Option. The Company, subject to the terms of the
Plan, hereby grants to the Optionee as of the Date of Grant set forth in the box
on the first page hereof (the "Date of Grant"), as a matter of separate
inducement and agreement and not in lieu of salary or other compensation for
services, a non-qualified stock option (the "Option") to purchase in the
aggregate the number of shares of the Common Stock of the Company set forth in
the box on the first page hereof (the "Shares"). Optionee understands that the
Option granted under this Agreement is not intended to and will not qualify for
special tax treatment under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

                  4. Exercise Price. The exercise price (the "Exercise Price")
of the Option is the amount per share set forth in the box on the front page
hereof, subject to adjustment as provided in Section 9 of the Plan.

                  5. Option Non-Transferable. The Option shall not be
transferable by the Optionee otherwise than by will, or by the laws of descent
and distribution, and shall be exercised during the lifetime of the Optionee
only by the Optionee. Neither the Option nor any interest therein may be
transferred, sold, assigned, pledged or hypothecated by the Optionee during the
Optionee's lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment or similar process.

                  6. Exercisability of Option. The Option shall be exercisable
in its entirety at any time on and after the date hereof. The foregoing right to
exercise the Option is subject to the provisions of Sections 8 and 9 hereof.

                  7. Exercise of Option. The Option may be exercised only in
accordance with the provisions of the Plan. In no event may the Option or any
part thereof be exercised after the expiration of [five (5)] years from the date
hereof. Payment of the Exercise Price, for each of the Shares purchased by
Optionee, shall be delivered in full at the time of exercise, in accordance with
the terms and provisions of Section 7 of the Plan and none of the Shares shall
be issued until full payment is made therefor, except in the case of, with prior
approval of the Plan Administrator, election by Optionee of an Option Exchange
in accordance with the terms and provisions of subsection 7(e) of the Plan and
any requirements and procedures as the Plan Administrator may require. No shares
of Common Stock may be tendered in exercise of this Option if such shares were
acquired by Optionee through the exercise of an Incentive Stock Option, unless
(a) such shares have been held by Optionee for at least one (1) year, and (b) at
least two (2) years have elapsed since such Incentive Stock Option was granted.
The Option may be exercised before or after the exercise of any other options
granted to the Optionee under the Plan or any of the Company's other stock
option programs or compensation plans.

                  8. Termination of Option. Subject to the terms hereof, all
rights of the Optionee in and to the Option, to the extent that they have not
been exercised, shall terminate on the date which is the fifth annual
anniversary of the Date of Grant or, if sooner, thirty (30) days after the
Optionee's termination as a member of the Company's Board of Directors for any
reason, including voluntary resignation. Notwithstanding the foregoing, in the
event of the death of Optionee, while serving as a member of the Board of
Directors of the Company, and in the event of termination of service by Optionee
as a member such board by reason of disability (within the meaning of Section
22(e)(3) of the Code), the thirty (30) day period referred to in the preceding
sentence shall be one (1) year after death and ninety (90) days, respectively.

                  9. Death of Optionee. The Option granted hereunder and
outstanding on the date of Optionee's death may be exercised, to the extent
otherwise exercisable, by Optionee's personal representative or his or her
transferees by will or intestate distribution at any time prior to the
termination of such Option pursuant to Section 8 above. The Plan Administrator
may require


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an indemnity and/or such evidence or other assurances as it may deem necessary
in connection with an exercise by a legal representative, guardian, or
beneficiary.

                  10. Fraud, Dishonesty, or Similar Acts. Notwithstanding
anything contained herein to the contrary, if it is determined by the Plan
Administrator that fraud, dishonesty, or similar acts were committed by Optionee
at any time while serving as a member of the Board of Directors of the Company,
or that Optionee has at any time disclosed to any person, firm, corporation or
other entity any of the Company's "proprietary information" (defined below)
without the express written consent of the Board of Directors or except as such
disclosure may have been required in connection with the Optionee's service as a
member of the Board of Directors of the Company, all option and other rights
with respect to all Option(s) granted to Optionee hereunder shall immediately
terminate and be null and void. For the purposes of this Section 10, the term
"proprietary information" shall mean all confidential or secret customer lists,
prospective customer lists, trade secrets, processes, computer programs, object
codes, source codes, inventions, improvements, manufacturing or systems
techniques, formulas, development or experimental work, work in process,
business, data disclosed to the Company by or for the benefit of the Company's
customers, information relating to the Company's business contracts (including
without limitation contracts with service providers, medical insurers and claims
administrators), marketing and competitive strategies, and any other secret or
confidential matter relating or pertaining to the products, services, sales or
other business of the Company.

                  11. Reserve. The Company shall at all times during the term of
the Option reserve such number of shares of its Common Stock as will be
sufficient to satisfy the requirements of this Agreement.

                  12. Withholding Taxes. The Optionee acknowledges that it is a
condition to the obligation of the Company to deliver the Shares, upon the
exercise of the Option, to pay the Company such amount, if any, as may be
requested by the Company for the purpose of satisfying any liability for any
federal, state or local income, or other taxes required by law to be withheld
with respect to such delivery; provided that the Optionee may elect, in
accordance with applicable law, to pay a portion or all of such withholding
taxes in shares of Common Stock held by the Optionee for at least six (6) months
and the Optionee hereby authorizes the Company to withhold and agrees to
surrender back to the Company, on or about the date such withholding tax is
determinable, shares previously owned by the Optionee or a portion of the shares
that were or otherwise would be distributed to the Optionee pursuant hereto so
qualifying and having a fair market value equal to the amount of such
withholding taxes to be paid in shares.

                  13. No Right to Continued Employment. Nothing contained herein
shall be construed to require the Company to continue to employ the Optionee for
any particular period of time and the Optionee shall not be deemed to have any
right to continued employment or to employment for any particular period of time
by virtue hereof.

                  14. Governing Law. The Plan, this Agreement and all action
taken under each


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shall be governed, as to construction and administration, by the laws of the
State of Nevada.


                  IN WITNESS WHEREOF, the Company and the Optionee have duly
executed this Agreement as of the day and year first above written.


ATTEST:                                     VACATION EMPORIUM CORPORATION


                                            By:
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                                               Name:
                                               Title:


                                            ACCEPTED AND AGREED:


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