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                                                                   Exhibit 10.41


 
                              SILVER DINER, INC.

                 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          (AS AMENDED MARCH 4, 1998)


     The following constitute the provisions of the Company's 1996 Non-Employee
Director Stock Option Plan.

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:

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

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

     (C) "COMMON STOCK" shall mean the shares of common stock, $.00074 par
value, of the Company.

     (D) "COMPANY" shall mean Silver Diner, Inc., and its Subsidiaries.

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

     (F) "FAIR MARKET VALUE" shall mean the closing price of a share of the
Common Stock as reported on the Nasdaq National Market System, or (ii) if the
shares of such Common Stock are not then listed on the Nasdaq National Market
System, the closing price per share of the Common Stock on the principal
national securities exchange, if any, on which the shares of Common Stock shall
then be listed, or (iii) if the shares of such Common Stock are not then listed
on a national securities exchange, the closing price per share of Common Stock
entered on a national inter-dealer quotation system, or (iv) if no closing or
last sales price per share of Common Stock is entered on a national inter-dealer
quotation system, the average of the closing bid and asked prices for the shares
of such Common Stock in the over-the-counter market, or (v) if no price can be
determined under the preceding alternatives, then the price per share as most
recently determined by the Board, which shall, if the price is not determined
under any one of the preceding alternatives, make such determination of the Fair
Market Value at least once each month.

     (G) "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.

     (H) "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.

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

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

     (L) "PLAN" shall mean this 1996 Non-employee Director Stock Option Plan.

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

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

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

     (P) "STOCK OPTION AGREEMENT" shall mean the agreement evidencing  the
Options sold to Optionees pursuant to the Plan containing the terms  and
conditions specified in Section 7 below and on the form attached hereto as
Exhibit A.

     (Q) "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 a committee (the "Committee"), consisting
of not less than two Non-employee Directors. 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 11, 1996, 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(f) 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 150,000 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 terminated without
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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

     Each Option issued pursuant to the Plan shall be evidenced by a Stock
Option Agreement containing the terms and conditions specified in this Section
7.

     (A) GRANT OF OPTIONS. Each Non-employee Director shall be granted an Option
to purchase 1,000 shares of Common Stock on the first day of each calendar
quarter from the date of the Plan's adoption by the Board. Each Non-employee
Director shall also be granted an Option pursuant to the Plan for the second and
third quarters of 1996 with the date of grant being May 29, 1996 and July 1,
1996, respectively. Options for the second and third quarters of 1996 and for
each quarter until the Plan is approved by stockholders will be granted subject
to stockholder approval.

     (B)  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 Section 7(f) hereof.

     (C)  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 three years from the date of the grant of each such Option. The exercise
period shall be subject to earlier termination as provided in Section 7(f)
below. 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.

     (D) 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.

     (E) 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.

     (F) 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-
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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. Section 7(f) 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 other 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, or securities
convertible into 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
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(f) hereof.

9.   GENERAL RESTRICTIONS

     (A) 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
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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.

     (B) 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.
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                              SILVER DINER, INC.
                            STOCK OPTION AGREEMENT
                                    FOR THE
                 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

     A stock option award (the "Stock Option" or "Award") is hereby granted by
Silver Diner, Inc., (the "Company"), to the Non-employee Director named below
("Optionee"), for and with respect to common stock of the Company, par value
$.00074 per share ("Common Stock"), subject to the following terms and
conditions:

     1.  Subject to the provisions set forth herein and the provisions of the
1996 Non-employee Director Stock Option Plan (the "Plan"), the provisions of
which are hereby incorporated by reference, and in consideration of the
agreements of Optionee provided in this Stock Option Agreement (the "Option
Agreement"), the Company hereby grants to Optionee a Stock Option to purchase
from the Company the number of shares of Common Stock, at the exercise price and
on the schedule, all as set forth below.

Name of Optionee:

Date of Grant:

Option Exercise Price:

Number of Shares of Common
Stock Subject to Stock Option:

Expiration Date:

     2.  Written notice of an election to exercise any portion of the Award
specifying the portion thereof being exercised and the exercise date, shall be
given by Optionee, or his legal representative, (a) by delivering such notice at
the principal executive offices of the Company no later than the exercise date,
or (b) by mailing such notice, postage prepaid, addressed to the Secretary of
the Company at the Company's principal executive offices at least three business
days prior to the exercise date.

     3.  Neither Optionee nor any other person entitled to exercise the Stock
Option under the terms hereof shall be, or have any of the rights or privileges
of, a shareholder of the Company in respect of any Common Stock issuable on
exercise of the Stock Option, until the date of the issuance of a stock
certificate for such Common Stock.

     4.  If the Award shall be exercised in whole, this Option Agreement shall
be surrendered to the Company for cancellation. If the Award shall be exercised
in part, or a change in the number or designation of the Common Stock shall be
made, this Option Agreement shall be delivered to the Company for the purpose of
making appropriate notation thereon, or of otherwise reflecting, in such manner
as the Company shall determine, the partial exercise or the change in the number
or designation of the Common Stock.

     5.  The grant of the Award hereunder shall not be deemed to give the
Optionee the right to be retained as a Non-employee Director of the Company or
to affect the right of the Company to discharge the Optionee at any time.

     6.  The Award shall be exercised in accordance with such administrative
regulations as the Board shall from time to time adopt.
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     7.  The Award and this Option Agreement shall be construed, administered
and governed in all respects under and by the laws of the State of Delaware,
without giving effect to principles of conflict of laws.

     8.  The Award and this Option Agreement are subject to the requirement that
the shareholders of the Company approve and ratify the adoption of the Plan no
later than __________________, 199 .

                              SILVER DINER, INC.


                              By:  _________________________________
                                   Name:
                                   Title: