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EXHIBIT 10.47

                            TRANS WORLD GAMING CORP.

                  1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

         The following constitute the provisions of the 1999 Non-Employee
Director Stock Option Plan of Trans World Gaming Corp.

1.       PURPOSE

         The purpose of the Plan is to provide an investment opportunity to
the Company's Non-employee Directors by granting them Options to purchase
shares of Common Stock as compensation for their service on the Board.

2.       DEFINITIONS

         As used in this Plan, the following words and phrases shall have the
         meanings indicated:

         "BOARD" shall mean the Company's Board of Directors.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" shall mean the Compensation Committee appointed by the
         Board, consisting of not less than two Non-Employee Directors.

         "COMMON STOCK" shall mean the shares of common stock, $.001 par value
         per share, of the Company.

         "COMPANY" shall mean Trans World Gaming Corp. and its Subsidiaries.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
         amended.

         "FAIR MARKET VALUE" shall mean the closing price of a share of the
         Common Stock as of a specified date as reported on the principal
         securities exchange on which such shares of Common Stock are traded on
         the day immediately preceding the date as of which the Fair Market
         Value is being determined, or on the next preceding date on which such
         shares of Common Stock are traded if no shares of Common Stock were
         traded on such immediately preceding day, or if the shares of Common
         Stock are not traded on a securities exchange, the Fair Market Value
         shall be deemed to be the average of the high bid and low asked prices
         of the shares of Common Stock in the over-the-counter market on the
         day immediately preceding the date as of which the Fair Market Value
         is being determined or on the next preceding date on which such high
         bid and low asked prices were recorded. If the shares of Common Stock
         are not publicly traded, the Fair Market Value shall be determined by
         the Committee or the Board. In no case shall the Fair Market Value be
         less then the par value of a share of Common Stock.

         "FORM S-8 REGISTRATION STATEMENT" shall mean a registration statement
         filed on Form S-8 with and declared effective by the Securities and
         Exchange Commission under the Securities Act covering the offer and
         sale of the Options and the underlying Common Stock.

         "NON-EMPLOYEE  DIRECTOR" shall mean any member of the Company's Board
         who is a "Non-Employee  Director" as such term is defined under Rule
         16b-3(b)(3)(i)  promulgated under the Exchange Act.

         "OPTION" shall mean any option issued pursuant to this Plan.

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         "OPTIONEE" shall mean any person to whom an Option is granted under
         this Plan.

         "PARENT" shall mean any corporation (other than the Company) in an
         unbroken chain of corporations ending with the Company if, at the time
         of granting an Option or the sale of any Common Stock, each of the
         corporations other than the Company owns stock possessing fifty
         percent (50%) or more of the total combined voting power of all
         classes of stock in one of the other corporations in such chain.

         "PLAN" shall mean this 1999 Non-employee Director Stock Option Plan.

         "REORGANIZATION" shall mean any merger, reorganization, consolidation
         or sale of all or substantially all of the Company's assets.

         "REGISTERED" shall mean a Form S-8 Registration Statement shall be in
         effect covering the purchase of the Options or the underlying shares.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "STOCK OPTION AGREEMENT" shall mean the agreement evidencing the
         Options granted to Optionees pursuant to the Plan containing the terms
         and conditions specified in Section 7 below.

         "SUBSIDIARY" shall mean any corporation (other than the Company) in an
         unbroken chain of corporations beginning with the Company if, at the
         time of granting an Option, each of the corporations, other than the
         last corporation in the unbroken chain owns stock possessing fifty
         percent (50%) or more of the total combined voting power of all
         classes of stock in one of the other corporations in such chain.

3.       GENERAL ADMINISTRATION

         The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion to administer the Plan and to interpret
the Plan and to prescribe, amend and rescind rules and regulations relating to
the operation of the Plan and to make all other determinations deemed
necessary or advisable for the administration of the Plan; provided, however,
that the Committee may not alter, amend or modify the express provisions of
the Plan. The Board shall fill all vacancies, however caused, in the
Committee. The Board may from time to time appoint additional members to the
Committee, and may at any time remove one or more Committee members and
substitute others. No member of the Board or the Committee shall be liable for
any action taken or determination made in good faith with respect to the Plan
or any action taken thereunder.

4.       TERM OF PLAN

         The Plan became effective upon its adoption by the Company's Board on
September 21, 1999, subject to stockholder approval, and shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 10
hereof. Any Options outstanding under the Plan on such date shall continue to
be exercisable pursuant to their terms, except as provided by Section 7 hereof.

5.       ELIGIBILITY

         Options may be granted to any Non-employee Director of the Company as
compensation for service on the Board.

6.       STOCK SUBJECT TO THE PLAN

         An aggregate of 250,000 shares of Common Stock shall be reserved for
issuance pursuant to Options issued pursuant to the Plan. If any outstanding
Option under the Plan for any reason expires or is

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terminated without having been exercised in full, the shares of Common Stock
allocable to the unexercised portion of such Option shall (unless the Plan
shall have been terminated) become available for subsequent issuance of
Options under the Plan.

7.       TERMS AND CONDITIONS OF OPTIONS

         All Options issued pursuant to the Plan shall be non-statutory
options not entitled to special tax treatment under Section 422 of the code
and evidenced by a Stock Option Agreement containing the terms and conditions
specified in this Section 7.

         GRANT OF OPTIONS. Each Non-Employee Director shall be granted an
         Option to purchase 2,000 shares of Common Stock on the first business
         day following the end of each fiscal quarter during which service on
         the Board is rendered commencing with the year 2000.

         OPTION EXERCISE PRICE. The exercise price of each Option (the "Option
         Exercise Price") shall equal the Fair Market Value of the Common Stock
         on the day immediately preceding the date of grant of each Option. The
         Option Exercise Price shall be subject to adjustment as provided in
         this Section 7.

         TERM AND EXERCISE OF OPTIONS. Options shall be exercisable in whole or
         in part at any time over the exercise period, but in no event shall
         such period exceed ten years from the date of the grant of each such
         Option. The exercise period shall be subject to earlier termination as
         provided in this Section 7. An Option may be exercised by giving prior
         written notice of such exercise to the Company and by paying the
         Option Exercise Price to the Company either by delivering on the date
         of exercise (i) a check in the amount of the Option Exercise Price,
         (ii) Common Stock having a Fair Market Value on the day immediately
         preceding the date of exercise equal to or less than the Option
         Exercise Price, or (iii) a combination thereof. If the Optionee
         tenders shares of Common Stock having a Fair Market Value which
         exceeds the Option Exercise Price, the Company shall return to the
         Optionee any and all whole shares of Common Stock which exceed the
         Option Exercise Price and the Company shall pay the Optionee any
         additional amount which exceeds the Option Exercise Price in cash in
         lieu of issuing the Optionee a fractional share for such amount.

         VESTING AND RESTRICTIONS ON TRANSFERABILITY. Options issued under the
         Plan shall vest immediately upon grant and shall not be transferable
         other than by will or by the laws of descent and distribution or
         pursuant to a qualified domestic relations order as defined by the
         Code or Title I of the Employee Retirement Income Security Act
         ("ERISA") or the rules thereunder.

         DEATH OR DISABILITY OF OPTIONEE. If an Optionee shall die or become
         disabled, all Options theretofore issued to such Optionee may, unless
         earlier terminated in accordance with their terms, be exercised at any
         time during the term of the Option by the personal representative of
         the Optionee or by the person who acquired the right to exercise such
         Option by bequest or inheritance or otherwise by reason of the death
         or disability of the Optionee.

         TERMINATION OF DUTIES FOR ANY OTHER REASON. In the event an Outside
         Director's membership on the Board ceases for any reason other than
         one described in Section 7(E) hereof, any Options then held by such
         Outside Director shall be terminated within twelve (12) months
         following his cessation of Board membership.

         SERVICES AS AN EMPLOYEE. If an Outside Director becomes an employee of
         the Company or any of its subsidiaries, the Outside Director shall be
         treated as continuing in service for purposes of this Outside Director
         Plan, but shall not be eligible to receive future grants while an
         employee. If the Outside Director's services as an employee terminate
         without his again becoming an Outside Director, the provisions of
         Section 7(F) shall apply as though such termination of employment were
         the termination of the Outside Director's membership on the Board.

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         RECLASSIFICATION; RECAPITALIZATION; AND REORGANIZATIONS.

         (1) DIVIDENDS AND STOCK SPLITS. If there is any change in the number
         of shares of Common Stock through the declaration of stock dividends,
         recapitalization resulting in stock splits, or combinations or
         exchanges of such shares, then the number of shares of Common Stock
         available for Options, the number of such shares covered by
         outstanding Options and the Option Exercise Price shall be
         proportionately adjusted to reflect any increase or decrease in the
         number of issued shares of Common Stock; provided, however, that any
         fractional shares resulting from such adjustment shall be eliminated.

         (2) SPIN-OFFS AND LIQUIDATIONS. In the event of the proposed
         dissolution or liquidation of the Company, or in the event of any
         corporate separation or division, including, but not limited to, a
         split-up, a split-off or spin-off, each Option granted under the Plan
         shall terminate as of a date to be fixed by the Board, provided,
         however, that no less than thirty (30) days' written notice of the
         date so fixed shall be given to each Optionee, who shall have the
         right during the period of thirty (30) days preceding such
         termination, to exercise the Options as to all or any part of the
         shares of Common Stock covered thereby.

          (3) REORGANIZATIONS. If, while unexercised Options remain outstanding
         under the Plan, the Company executes a definitive Reorganization
         agreement, the Committee may provide that each Option granted under
         the Plan shall (i) terminate as of a date to be fixed by the Board,
         provided, however, that no less than thirty (30) days' written notice
         of the date so fixed shall be given to each Optionee, who shall have
         the right, during the period of thirty (30) days preceding such
         termination, to exercise the Options as to all or any part of the
         shares of Common Stock covered thereby or (ii) remain outstanding and
         be adjusted so that on exercise the Optionee shall receive the
         securities, cash or property that would have been issued with respect
         to the shares of Common Stock had the Option been exercised
         immediately prior to the Reorganization. The Committee may also, in
         its discretion, permit the cancellation of outstanding Options in
         exchange for a cash payment to the Optionee equal to the difference
         between the exercise price of the Option and the value of the
         consideration that would have been paid had the Option been exercised
         immediately prior to the Reorganization.

         (4) EXEMPTIONS. This Section 7(H) shall not apply to a Reorganization
         in which the Company is the surviving corporation and shares of Common
         Stock are not converted into or exchanged for stock, securities of any
         other corporation, cash or any other thing of value. Notwithstanding
         the preceding sentence, in case of any Reorganization in which the
         Company is the continuing corporation and in which there is a
         reclassification or change (including a change to the right to receive
         cash or property) of the shares of Common Stock (other than a change
         in par value, or from par value to no par value, or as a result of a
         subdivision or combination, but including any changes in such shares
         into two or more classes series of shares), the Committee may provide
         that the holder of each Option then exercisable shall have the right
         to exercise such Option solely for the kind and amount of shares of
         stock and other securities (including those of any new direct or
         indirect Parent of the Company), property, cash or any combination
         thereof receivable by the holder of the number of shares of Common
         Stock for which such Option might have been exercised upon such
         Reorganization or reclassification. In the event of a change in the
         Common Stock as presently constituted, which is limited to a change
         of all of its authorized shares with par value into the same number
         of shares with a different par value or without par value, the shares
         resulting from any such change shall be deemed to be the Common Stock
         within the meaning of the Plan. Except as herein expressly provided,
         the Optionee shall have no rights by reason of any subdivision or
         consolidation of shares of stock of any class or the payment of any
         stock dividend or any other increase or decrease in the number of
         shares of stock of any class or by reason of any dissolution,
         liquidation, or Reorganization, and any assurance by the Company of
         shares of stock of any class, and no adjustment by reason thereof
         shall be made with respect to the number of shares of Common Stock
         subject to an Option or to the Option Price. The grant of an Option
         pursuant to the Plan shall not affect in any way the right or power
         of the Company to make

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         adjustments, reclassifications, Reorganizations or changes of its
         capital or business structure or to merge or to consolidate or to
         dissolve, liquidate or sell, or transfer all or any part of its
         business or assets.

8.       RIGHTS AS A SHAREHOLDER

         No Optionee shall have any rights as a shareholder with respect to
any shares until the stock certificate evidencing such shares has been issued
evidencing such shares. No adjustments shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 7(H) hereof.

9.       GENERAL RESTRICTIONS

         INVESTMENT REPRESENTATIONS. The Company may require an Optionee to
         give written assurances in substance and form satisfactory to the
         Company to the effect that such person is acquiring the Common Stock
         for his or her own account for investment and not with any present
         intention of selling or otherwise distributing the same, and to such
         other effect as the Company deems necessary or appropriate in order
         to comply with applicable federal and applicable state securities
         laws.

         COMPLIANCE WITH SECURITIES LAWS. Each Option shall be subject to the
         requirement that if, at any time, counsel to the Company shall
         determine that the listing, registration or qualification of the
         shares subject thereto on any securities exchange or any state or
         federal law, or the consent or approval of any governmental or
         regulatory body, is necessary as a condition of, or in connection
         with, the issuance of Options, such Options may not be sold or
         exercised, in whole or in part, unless such listing, registration,
         qualification, consent or approval shall have been effected or
         obtained on conditions acceptable to the Board. The Company plans to
         register the shares subject to the Options on a Form S-8 Registration
         Statement. However, nothing herein shall be deemed to require the
         Company to obtain an effective Form S-8 Registration Statement or to
         apply for or to obtain any listing, registration or qualification of
         the Options or Common Stock to be issued pursuant thereto.

10.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may at any time and from time to time suspend, terminate,
modify or amend the Plan, provided that no suspension, termination,
modification or amendment of the Plan may adversely affect any rights under
the Plan unless the written consent of those affected is obtained.