<PAGE>

                                                                  EXHIBIT 10.24


                            LIQUIDMETAL TECHNOLOGIES

                  2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


SECTION 1.        ESTABLISHMENT

                  LIQUIDMETAL TECHNOLOGIES (the "Company") hereby establishes a
stock option plan for non-employee directors, as described herein, which shall
be known as the "LIQUIDMETAL TECHNOLOGIES 2002 NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN" (the "Plan"). It is intended that only nonstatutory stock options
may be granted under the Plan.

SECTION 2.        PURPOSE

                  The purpose of the Plan is to promote the long-term growth
and financial success of the Company. The Plan is intended to secure for the
Company and its shareholders the benefits of the long-term incentives inherent
in increased common stock ownership by members of the Board who are not
employees of the Company or its Affiliates. It is intended that the Plan will
induce and encourage highly experienced and qualified individuals to serve on
the Board and assist the Company in promoting a greater identity of interest
between the Non-employee Directors and the shareholders of the Company.

SECTION 3.        DEFINITIONS

                  The following terms shall have the respective meanings set
forth below, unless the context otherwise requires:

                  (a)      "Affiliate" shall mean any corporation, partnership,
joint venture, or other entity in which the Company holds an equity, profit, or
voting interest of more than fifty percent (50%).

                  (b)      "Board" shall mean the Board of Directors of the
Company.

                  (c)      "Code" shall mean the Internal Revenue Code of 1986,
as amended.

                  (d)      "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.

                  (e)      "Fair Market Value per Share" shall mean for any day
the average of the high and low sales prices for a Share in the
over-the-counter market, as reported by the Nasdaq Stock Market on the business
day immediately preceding such day, or, if there were no trades of Shares on
such business day, on the most recent preceding business day on which there
were trades. If Shares are not listed or admitted to trading on the Nasdaq
Stock Market when the determination of fair market value is to be made, Fair
Market Value per Share shall be the mean between the highest and lowest
reported sales prices of Shares on that date on the principal exchange on which
the Shares are then listed. If the Shares are not listed on any national


<PAGE>


exchange, Fair Market Value per Share shall be the amount determined in good
faith by the Board to be the fair market value of a Share at the relevant time.

                  (f)      "Non-employee Director" shall mean a member of the
Board who is not an employee or consultant of the Company or any Affiliate.

                  (g)      "Shares" shall mean shares of common stock of the
Company, no par value per share, and such other securities or property as may
become subject to Options pursuant to an adjustment made under Section 11 of
the Plan.

SECTION 4.        EFFECTIVE DATE OF THE PLAN

                  The effective date of the Plan is April 4, 2002, subject to
the approval and ratification of the Plan by the shareholders of the Company,
and any and all awards made under the Plan prior to such approval shall be
subject to such approval.

SECTION 5.        SHARES AVAILABLE FOR OPTIONS

                  Subject to adjustment in accordance with the provisions of
Section 11, the number of Shares which may be issued pursuant to the Plan shall
not exceed one million (1,000,000). Such Shares may be authorized and unissued
Shares or treasury shares. If, after the effective date of the Plan, any
Options terminate, expire or are canceled prior to the delivery of all of the
Shares issuable thereunder, then the number of Shares counted against the
number of Shares available under the Plan in connection with the grant of such
Option, to the extent of any such termination, expiration or cancellation,
shall again be available for the granting of additional Options under the Plan.
If the exercise price of any Option granted under the Plan is satisfied by
tendering Shares (by either actual delivery or by attestation), only the number
of Shares issued net of the Shares tendered shall be deemed delivered for
purposes of determining the maximum number of Shares available for delivery
under the Plan.

SECTION 6.        PLAN OPERATION

                  (a)      Formula Plan. The Plan is intended to meet the
"formula" plan requirements of Rule 16b-3 (or any successor provision thereto),
as interpreted, adopted under the Exchange Act and accordingly is intended to
be self-governing.

                  (b)      Administration. The Plan shall be administered by
the Board. The Board may, by resolution, delegate part or all of its
administrative powers with respect to the Plan. The Board shall have all of the
powers vested in it by the terms of the Plan, such powers to include the
authority, within the limits prescribed herein, to establish the form of the
agreement embodying grants of Options made under the Plan. The Board shall,
subject to the provisions of the Plan, have the power to construe the Plan, to
determine all questions arising thereunder and to adopt and amend such rules
and regulations for the administration of the Plan as it may deem desirable,
such administrative decisions of the Board to be final and conclusive. Except
to the extent prohibited by applicable law, the Board may authorize any one or
more of their number or the Secretary or any other officer of the Company to
execute and deliver documents on behalf of the Board.


                                      -2-
<PAGE>


SECTION 7.        NONSTATUTORY STOCK OPTION AWARDS TO NON-EMPLOYEE DIRECTORS

                  (a)      Eligibility. Non-employee Directors shall
automatically be granted Options under the Plan in the manner set forth in this
Section 7 for no cash consideration. A Non-employee Director may hold more than
one Option under the Plan in his or her capacity as a Non-employee Director of
the Company, but only on the terms and subject to the conditions set forth
herein. All Options granted to Non-employee Directors pursuant to the Plan
shall be nonstatutory stock options which do not qualify for special tax
treatment under Code Sections 421 or 422.

                  (b)      Grant.

                           (i)      Initial Grant. On the first business day on
         which a Non-employee Director is first elected or appointed as a
         Non-employee Director during the existence of the Plan, each newly
         elected or appointed Non-employee Director shall be granted an Option
         to purchase fifty thousand (50,000) Shares under the Plan (the
         "Initial Option"). A Non-employee Director will not be granted an
         Initial Option if he or she was first elected or appointed to the
         Board prior to the effective date of the Plan, and a Non-employee
         Director will not be granted an Initial Option if he or she is
         identified by Board resolution to the designated successor of a
         director who was first elected or appointed to the Board prior to the
         effective date of this Plan.

                           (ii)     Annual Grant. On the first business day of
         January of each calendar year beginning in January, 2003, each
         Non-employee Director at such time shall be granted an Option to
         purchase ten thousand (10,000) Shares under the Plan (the "Annual
         Option," the Initial Option and the Annual Option being collectively
         referred to herein as an "Option").

                           (iii)    General. The price per Share of the
         Company's common stock which may be purchased upon exercise of an
         Option shall be one hundred percent (100%) of the Fair Market Value
         per Share on the date the Option is granted. Such exercise price shall
         be subject to adjustment as provided in Section 11 hereof. The term of
         each Option granted to a Non-employee Director shall be for ten (10)
         years from the date of grant, unless terminated earlier pursuant to
         the provisions of Section 9 hereof.

                  (c)      Option Agreement. Each Option granted under the Plan
shall be evidenced by a written agreement in such form as the Board shall from
time to time adopt. Each agreement shall be subject to, and incorporate, by
reference or otherwise, the applicable terms of the Plan.

                  (d)      Option Period. No Option shall be granted under the
Plan after the tenth anniversary of the effective date of the Plan. However,
the term of any Option theretofore granted may extend beyond such date. Options
shall automatically be granted to Non-employee Directors under the Plan only
for so long as the Plan remains in effect and a sufficient number of Shares are
available hereunder for the granting of such Options.


                                      -3-
<PAGE>


                  (e)      Vesting. Except as otherwise provided in Section 9
hereof, an Option is not vested and cannot be exercised prior to the first
anniversary of the date of grant, and thereafter shall vest and may only be
exercised with respect to twenty percent (20%) of the Option Shares on and
after the first anniversary of the date of grant, with respect to forty percent
(40%) of the Option Shares on a cumulative basis on and after the second
anniversary of the date of grant, with respect to sixty percent (60%) of the
Option Shares on a cumulative basis on and after the third anniversary of the
date of grant, with respect to eighty percent (80%) of the Option Shares on a
cumulative basis on and after the fourth anniversary of the date of grant, and
in full on and after the fifth anniversary of the date of grant.

SECTION 8.        EXERCISE OF OPTION

                  An Option may be exercised, subject to limitations on its
exercise and the provisions of Section 9, from time to time, only by (i)
providing written notice of intent to exercise the Option with respect to a
specified number of Shares; and (ii) payment in full to the Company of the
exercise price at the time the Option is exercised (except that, in the case of
an exercise under paragraph (iii) below, payment may be made as soon as
practicable after the exercise). Payment of the exercise price may be made:

                           (i)      in cash or by certified check,

                           (ii)     by delivery to the Company of Shares which
         shall have been owned for at least six (6) months and have a Fair
         Market Value per Share on the date of surrender equal to the exercise
         price, or

                           (iii)    by delivery (including by fax) to the
         Company or its designated agent of a properly executed exercise notice
         together with irrevocable instructions to a broker to sell or margin a
         sufficient portion of the Option Shares and promptly deliver to the
         Company the sale or margin loan proceeds required to pay the exercise
         price.

SECTION 9.        EFFECT OF TERMINATION OF MEMBERSHIP ON THE BOARD

                  The right to exercise an Option granted to a Non-employee
Director shall be limited as follows, provided the actual date of exercise is
in no event after the expiration of the term of the Option:

                  (a)      Involuntary Resignation. If a Non-employee Director
ceases being a director of the Company for any reason other than the reason
identified in subparagraph (b) of this Section 9, the Non-employee Director may
exercise the Options, to the extent they were vested and exercisable at the
time of termination, for a period of twelve (12) months after such termination,
subject to the condition that no Option shall be exercisable after the
expiration of the term of the Option; and

                  (b)      Voluntary Resignation. If a Non-employee Director
ceases being a director of the Company due to the director's voluntary decision
to resign or voluntary decision not to stand for reelection to the Board, in
either case prior to reaching age 70, the Non-employee Director may exercise
the Options, to the extent they were vested and exercisable at the time of


                                      -4-
<PAGE>


termination, for a period of three (3) months after such termination of
service, but in no event beyond the expiration of the term of the Options.

SECTION 10.       TRANSFERABILITY OF OPTIONS

                  The Options and rights under the Options are not assignable,
alienable, saleable or transferable by a Non-employee Director otherwise than
by will or by the laws of descent and distribution, and may be exercised during
the lifetime of the Non-employee Director only by such individual or, if
permissible under applicable law, by such individual's guardian or legal
representative, except that a Non-employee Director may, to the extent allowed
by the Board and in a manner specified by the Board, (a) designate in writing a
beneficiary to exercise the Option after the Non-employee Director's death; and
(b) transfer any Option.

SECTION 11.       CAPITAL ADJUSTMENT PROVISIONS

                  In the event that the Board 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 of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event (individually referred
to as "Event" and collectively referred to as "Events") affects the Shares such
that an adjustment is determined by the Board 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 Board may, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares
subject to the Plan and which thereafter may be made the subject of Options
under the Plan; (ii) the number and type of Shares subject to outstanding
Options; and (iii) the exercise price with respect to any Option (collectively
referred to as "Adjustments"); provided, however, that Options subject to grant
or previously granted to Non-employee Directors under the Plan at the time of
any such Event shall be subject to only such Adjustments as shall be necessary
to maintain the proportionate interest of the Non-employee Directors and
preserve, without exceeding, the value of such Options.

SECTION 12.       AMENDMENT AND TERMINATION OF THE PLAN

                  The Plan shall terminate on April 4, 2012, unless sooner
terminated as herein provided. The Board may at any time amend, alter, suspend,
discontinue or terminate the Plan. Termination of the Plan shall not affect the
rights of Non-employee Directors with respect to Options previously granted to
them, and all unexpired Options shall continue in force and effect after
termination of the Plan, except as they may lapse or be terminated by their own
terms and conditions. Any amendment to the Plan shall become effective when
adopted by the Board, unless specified otherwise. Rights and obligations under
any Option granted before any amendment of this Plan shall not be materially
and adversely affected by amendment of the Plan, except with the consent of the
person who holds the Option, which consent may be obtained in any manner that
the Board deems appropriate.


                                      -5-
<PAGE>


SECTION 13.       GENERAL PROVISIONS

                  (a)      Other Compensation. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements for Non-employee
Directors, and such arrangements may be either generally applicable or
applicable only in specific cases.

                  (b)      Rights of Directors. The grant of an Option to a
Non-employee Director pursuant to the Plan shall confer no right on such
Non-employee Director to continue as a director of the Company. Except for
rights accorded under the Plan, Non-employee Directors shall have no rights as
shareholders with respect to Shares covered by any Option until the date of
issuance of the stock certificates to the Non-employee Director and only after
such Shares are fully paid. No adjustment will be made for dividends or other
rights for which the record date is prior to the date such stock is issued.

                  (c)      Securities Laws. Notwithstanding any other provision
of the Plan, the Company shall have no liability to deliver any Shares under
the Plan or make any other distribution of benefits under the Plan unless such
delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act of 1933), and the
applicable requirements of any securities exchange or similar entity.

                  (d)      Governing Law. The validity, construction and effect
of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the internal laws of the State of California and
applicable federal law.

                  (e)      Miscellaneous. Headings are given to the Sections
and subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision hereof.


                                      -6-