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                                                                  EXHIBIT 10.11
                                 AUDIONET, INC.
                 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                   (AMENDED AND RESTATED AS OF JUNE 1, 1997)

                                   ARTICLE I
                                    GENERAL

         1.01    ADOPTION.  This AudioNet, Inc. 1996 Non-Employee Directors
Stock Option Plan (the "Plan") has been adopted by the Board of Directors and
approved by the stockholders of AudioNet, Inc., a Delaware corporation and the
successor in interest to Cameron Audio Networks, Inc., a Texas corporation (the
"Company"), effective as of May 15, 1996, to promote the interests of the
Company and its stockholders by using investment interests in the Company to
attract and retain highly qualified independent directors.

         1.02    ADMINISTRATION.  The Plan shall be administered by the
Company, which, subject to the express provisions of the Plan, shall have the
power to construe the Plan and any agreements or memoranda defining the rights
and obligations of the Company and option recipients, to determine all
questions arising thereunder, to adopt and amend such rules and regulations for
the administration thereof as it may deem desirable, and otherwise to carry out
the terms of the Plan and such agreements or memoranda.  The interpretation and
construction by the administrator of any provisions of the Plan or of any
option granted under the Plan shall be final.  Notwithstanding the foregoing,
the administrator shall have no authority or discretion as to the selection of
persons eligible to receive options granted under the Plan, the number of
shares covered by options granted under the Plan, the timing of such grants, or
the exercise price of options granted under the Plan, which matters are
specifically governed by the provisions of the Plan.

         1.03    ELIGIBLE DIRECTORS.  A person shall be eligible to receive
grants of options under this Plan (an "Eligible Director") if, at the time of
the option's grant, he or she is a duly elected or appointed member of the
Company's Board of Directors, but is not and has not since the beginning of the
Company's most recently completed fiscal year been (a) granted or awarded any
equity securities of the Company (including, without limitation, stock options
and stock appreciation rights); or (b) an employee of the Company or any of its
affiliates or otherwise eligible for selection as a person to whom equity
securities of the Company (including, without limitation, stock options and
stock appreciation rights) may be allocated or granted pursuant to any plan of
the Company or any of its affiliates (other than this Plan) entitling
participants therein to acquire stock, stock options, or stock appreciation
rights of the Company or any of its affiliates.

         1.04    SHARES OF COMMON STOCK SUBJECT TO THE PLAN AND GRANT LIMIT.
The shares that may be issued upon exercise of options granted under the Plan
shall be authorized and unissued shares of the Company's common stock, $0.01
par value per share (the "Common Stock"), or previously issued shares of Common
Stock reacquired by the Company.  The
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aggregate number of shares that may be issued upon exercise of options granted
under the Plan shall not exceed 150,000 shares of Common Stock, subject to
adjustment in accordance with Article III.

         1.05    AMENDMENT OF THE PLAN.  The Company's Board of Directors may,
insofar as permitted by law, from time to time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever that would not compromise the
ability of Eligible Directors to serve as disinterested administrators of the
Company's other employee benefit plans under Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
promulgated thereunder, except that no such amendment shall alter or impair or
diminish any rights or obligations under any option theretofore granted under
the Plan without the consent of the person to whom such option was granted.  In
addition, if an amendment to the Plan would increase the number of shares
subject to the Plan (as adjusted under Article III), increase the number of
shares for which an option or options may be granted to any optionee (as
adjusted under Article III), change the class of persons eligible to receive
options under the Plan, provide for the grant of options having an exercise
price per option share less than the exercise price specified in the Plan,
extend the final date upon which options may be granted under the Plan, or
otherwise materially increase the benefits accruing to participants in a manner
not specifically contemplated herein or affect the Plan's compliance with Rule
16b-3 under the Exchange Act, the amendment shall be approved by the Company's
stockholders to the extent required to comply with Rule 16b-3 under the
Exchange Act.  Under no circumstances may the provisions of the Plan that
provide for the amounts, price, and timing of option grants be amended more
than once every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended (the "Code"), the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the rules thereunder.  Subject
to the foregoing, the administrator may amend the Plan to comply with or take
advantage of changes in the rules promulgated by the Securities and Exchange
Commission or its staff under Section 16 of the Exchange Act.

         1.06    TERM OF PLAN.  Options may be granted under the Plan until the
10th anniversary of the effective date of the Plan, whereupon the Plan shall
terminate.  No options may be granted during any suspension of this Plan or
after its termination.  Notwithstanding the foregoing, each option properly
granted under the Plan shall remain in effect until such option has been
exercised or terminated in accordance with its terms and the terms of the Plan.

         1.07    RESTRICTION.  All options granted under the Plan shall be
subject to the requirement that, if at any time the Company shall determine, in
its discretion, that the listing, registration, or qualification of the shares
subject to options granted under the Plan upon any securities exchange or under
any state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such an option or the issuance, if any, or purchase of
shares in connection therewith, such option may not be exercised in whole or in
part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.  Unless the shares of stock to be issued upon exercise of an
option granted under the Plan have been effectively registered under the
Securities Act of 1933, as amended (the "Securities Act"), as now in force or
hereafter amended, the Company shall be





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under no obligation to issue any shares of stock covered by any option unless
the person who exercises such option, in whole or in part, shall give a written
representation and undertaking to the Company satisfactory in form and scope to
rely, that he or she is acquiring the shares of stock issued to him or her
pursuant to such exercise of the option for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares of stock, and that he or she will make no
transfer of the same except in compliance with any rules and regulations in
force at the time of such transfer under the Securities Act, or any other
applicable law, and that if shares of stock are issued without such
registration, a legend to this effect may be endorsed upon the securities so
issued and the Company may order its transfer agent to stop transfer of such
shares.

         1.08    NONASSIGNABILITY.  No option granted under the Plan shall be
assignable or transferable by the grantee except by will or by the laws of
descent and distribution or, in the discretion of the administrator and under
circumstances that would not adversely affect the interests of the Company, as
otherwise permitted by rule or interpretation of the Securities and Exchange
Commission or its staff as an exception to the general proscription on transfer
of derivative securities set forth in Rule 16b-3 (or any successor rule) under
the Exchange Act.  During the lifetime of the optionee, the option shall be
exercisable only by the optionee (or the optionee's permitted transferee) or
his or her guardian or legal representative.

         1.09    WITHHOLDING TAXES.  Whenever shares of stock are to be issued
upon exercise of an option granted under the Plan, the administrator shall have
the right to require the optionee to remit to the Company an amount sufficient
to satisfy any federal, state, and local withholding tax requirements prior to
such issuance.  The administrator may, in the exercise of its discretion, allow
satisfaction of tax withholding requirements by accepting delivery of stock of
the Company or by withholding a portion of the stock otherwise issuable upon
exercise of an option.

         1.10    DEFINITION OF "FAIR MARKET VALUE."  For purposes of the Plan,
the "fair market value" of a share of stock as of a particular date shall be:
(a) if the stock is listed on an established stock exchange or exchanges, the
mean between the highest and lowest sale prices of the stock quoted for such
date in the Transactions Index of each such exchange as averaged with such mean
price as reported on any and all other exchanges, as published in The Wall
Street Journal and determined by the Company, or, if no sale price was quoted
in any such Index for such date, then as of the next preceding date on which
such a sale price was quoted (subject to adjustment as and if necessary and
appropriate to set an exercise price not less tan 100% of the fair market value
of the stock on the date an option is granted); or (b) if the stock is not then
listed on an exchange, the average of the closing bid and asked prices per
share for the stock in the over-the-counter market as quoted on the NASDAQ
system on such date; or (c) if the stock is not then listed on an exchange or
quoted in the over-the-counter market, an amount determined in good faith by
the administrator.  The fair market value of rights or property other than
stock shall be determined by the administrator on the basis of such factors as
it may deem appropriate.

         1.11    RIGHTS AS A STOCKHOLDER.  An optionee or a permitted
transferee of an option shall have no rights as a stockholder with respect to
any shares issuable or issued upon exercise of the option until the date of the
receipt by the Company of all amounts payable in connection with exercise of
the option, including the exercise price and any amounts required pursuant to
Section 1.09.





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                                   ARTICLE II
                                 STOCK OPTIONS

         2.01    GRANTS OF INITIAL OPTIONS.  Each Eligible Director shall, upon
first becoming an Eligible Director, receive a one-time grant of an option to
purchase up to 15,000 shares of Common Stock at an exercise price per share
equal to the fair market value of Common Stock on the date of grant, subject to
(a) vesting as set forth in Section 2.03; and (b) adjustment as set forth in
Article III.  Options granted under this Section 2.01 are "Initial Options" for
purposes hereof.

         2.02    GRANTS OF ADDITIONAL OPTIONS.  Immediately following the
annual meeting of stockholders of the Company next following an Eligible
Director's election to the Board, and immediately following each subsequent
annual meeting of stockholders of the Company, if the Eligible Director has
served as a director since his or her election and has been re-elected as a
director at such annual meeting, such Eligible Director shall automatically
receive an option to purchase up to 2,400 shares of the Company's Common Stock
(an "Additional Option").  In addition to the Additional Options described
above, an individual who was previously an Eligible Director and received an
Initial Option, who then ceased to be a director for any reason, and who then
again becomes an Eligible Director, shall upon again becoming an Eligible
Director automatically receive an Additional Option.  The exercise price per
share for all Additional Options shall be equal to the fair market value of the
Company's Common Stock on the date of grant, subject to (a) vesting as set
forth in Section 2.03; and (b) adjustment as set forth in Article III.

         2.03    VESTING.  Initial Options shall vest and become exercisable
(a) 50% upon the earlier of (i) the first anniversary of the grant date; or
(ii) immediately prior to the first annual meeting of stockholders of the
Company following the grant date, if the optionee has remained an Eligible
Director for the entire period from the date of grant to such earlier date; and
(b) 50% upon the earlier of (i) the second anniversary of the grant date; or
(ii) immediately prior to the second annual meeting of stockholders of the
Company following the grant date, if the optionee has remained an Eligible
Director for the entire period from the date of grant to such earlier date.
Additional Options shall vest and become exercisable upon the earlier of (y)
the first anniversary the grant date; or (z) immediately prior to the annual
meeting of stockholders of the Company next following the grant date, if the
optionee has remained an Eligible Director for the entire period from the date
of grant to such earlier date.  Notwithstanding the foregoing, however, Initial
Options and Additional Options that have not become exercisable at the time the
optionee ceases to be a director will terminate.

         2.04    EXERCISE.  No option shall be exercisable except in respect of
whole shares, and fractional share interest shall be disregarded.  Not less
than 10 shares of stock (or such other amount as is set forth in the applicable
option agreement or confirming memorandum) may be purchased at one time unless
the number purchased is the total number at the time available for purchase
under the terms of the option.  An option shall be deemed to be exercised when
the





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Secretary of the Company receives written notice of such exercise from or on
behalf of the optionee, together with payment of the exercise price.  The
option exercise price shall be payable upon the exercise of an option in legal
tender of the United States or such other consideration as the administrator
may deem acceptable, including, without limitation, stock of the Company
delivered by or on behalf of the person exercising the option or retained by
the Company from the stock otherwise issuable upon exercise or surrender of
other options previously granted to the recipient, (in either case valued at
fair market value as of the exercise date), provided, however, that the
administrator may, in the exercise of its discretion, (a) allow exercise of an
option in a broker-assisted or similar transaction in which the exercise price
is not received by the Company until promptly after exercise; and/or (b) allow
the Company to loan the exercise price to the person entitled to exercise the
option, if the exercise will be followed by a prompt sale of some or all of the
underlying shares and a portion of the sales proceeds is dedicated to full
payment of the exercise price.

         2.05    OPTION AGREEMENTS.  Each option granted under the Plan shall
be evidenced by an option agreement duly executed on behalf of the Company and
by the Eligible Director to whom such option is granted or, in the
administrator's discretion, a confirming memorandum issued by the Company to
the recipient, stating the number of shares of stock issuable upon exercise of
the option and the exercise price, and setting forth explicitly or by reference
to the Plan the time during which the option is exercisable and the times at
which the options vest and become exercisable.  Such option agreements or
confirming memoranda may but need not be identical and shall comply with and be
subject to the terms and conditions of the Plan, a copy of which shall be
provided to each option recipient and incorporated by reference into each
option agreement or confirming memorandum.  Any option agreement or confirming
memorandum may contain such other terms, provisions, and conditions not
inconsistent with the Plan as may be determined by the administrator.

         2.06    TERM OF OPTIONS AND EFFECT OF TERMINATION.  Notwithstanding
any other provision of the Plan, no options granted under the Plan shall be
exercisable after the expiration of 10 years from the effective date of their
grant.  In the event that any outstanding option under the Plan expires by
reason of lapse of time or is otherwise terminated without exercise for any
reason, then the shares of Common Stock subject to any such option that have
not been issued upon exercise of the option shall again become available in the
pool of shares of Common Stock for which options may be granted under the Plan.
In the event that the recipient of any options granted under this Plan shall
cease to be a director of the Company, (a) all Initial Options granted under
this plan to such recipient shall be exercisable, to the extent already
exercisable at the date such recipient ceases to be a director and regardless
of the reason the recipient ceases to be a director, for a period of 365 days
after that date (or, if sooner, until the expiration of the option according to
its terms), and shall then terminate; and (b) all Additional Options granted
under this Plan to such recipient shall be exercisable, to the extent already
exercisable at the date such recipient ceases to be a director, for a period of
365 days after that date (or, if sooner, until the expiration of the option
recording to its terms) if he or she ceases to be a director because of death
or permanent disability, or for a period of 90 days after that date (or, if
sooner, until the expiration of the option according to its terms) if he or she
ceases to be a director for any other reason, and shall then terminate.  In the
event of the death of an optionee while such optionee is a





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director of the Company or within the period after termination of such status
during which he or she is permitted to exercise an option, such option may be
exercised by any person or persons designated by the optionee on a Beneficiary
Designation Form adopted by the administrator for such purpose or, if there is
no effective Beneficiary Designation Form on file with the Company, by the
executors or administrators of the optionee's estate or by any person or
persons who shall have acquired the option directly from the optionee by his or
her will or the applicable laws of descent and distribution.

                                  ARTICLE III
                             CORPORATE TRANSACTIONS

         3.01    ANTI-DILUTION ADJUSTMENTS.  The number of shares of Common
Stock available for issuance upon exercise of options granted under the Plan,
the maximum number of shares for which options granted under the Plan may be
exercised by any individual, the number of shares for which each outstanding
option can be exercised, and the exercise price per share of options (issued
and unissued) shall be appropriately and proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares of Common
Stock resulting from a subdivision or consolidation of shares or the payment of
a stock dividend or any other increase or decrease in the number of issued and
outstanding shares of Common Stock effected without receipt of full
consideration by the Company.  No fractional interests will be issued under the
Plan resulting from any such adjustments.

         3.02    MERGERS; CHANGES IN CONTROL.  Subject to the other provisions
of this Section 4.02 if the Company shall consummate any reorganization,
merger, or consolidation, each outstanding option shall be exercisable for the
securities and/or other consideration that a holder of the same number of
shares of Common Stock as are subject to that option would have been entitled
to receive in such reorganization, merger, or consolidation, and appropriate
adjustments shall be made to the exercise price thereof.  A Change in Control
of the Company shall cause the Plan and each outstanding option to terminate,
provided that each optionee shall have the right immediately prior to or upon
such Change in Control to exercise his or her option or options in whole or in
part without regard to any vesting requirements.  For purposes hereof, a
"Change in Control" means the following and shall be deemed to occur if any of
the following events occurs:

                 (a)      Except as provided by subparagraph (c) hereof, the
         acquisition (other than from the Company) by any person, entity, or
         group, within the meaning of Section 13(d)(3) or 14(d)(2) of the
         Exchange Act (excluding, for this purpose, the Company or its
         subsidiaries, or any employee benefit plan of the Company or its
         subsidiaries that acquires beneficial ownership of voting securities
         of the Company), of beneficial ownership (within the meaning of Rule
         13d-3 promulgated under the Exchange Act) of Common Stock or other
         voting securities of the Company such that such person, entity, or
         group owns 40% or more of either the then outstanding shares of Common
         Stock or the combined voting power of the Company's then outstanding
         voting securities entitled to vote generally in the election of
         directors; or





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                 (b)      Individuals who, as of the effective date of the
         Plan, constitute the Board of Directors of the Company (the "Incumbent
         Board") cease for any reason to constitute at least a majority of the
         Board of Directors of the Company, provided that any person becoming a
         director subsequent to the effective date hereof whose election, or
         nomination for election by the Company's stockholders, is or was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board (other than an election or nomination
         of an individual whose initial assumption of office is in connection
         with an actual or threatened election contest relating to the election
         of the directors of the Company, as such terms are used in Rule 14a-11
         of Regulation 14A promulgated under the Exchange Act) shall be, for
         purposes of this Plan, considered as though such person were a member
         of the Incumbent Board; or

                 (c)      Consummation by the Company of the sale or other
         disposition by the Company of all or substantially all of the
         Company's assets or a reorganization, merger, or consolidation with
         any other person, entity, or corporation, other than

                          (i)     a reorganization, merger, or consolidation
                 that would result in the voting securities of the Company
                 outstanding immediately prior thereto (or, in the case of a
                 reorganization, merger, or consolidation that is preceded or
                 accomplished by an acquisition or series of related
                 acquisitions by any person, entity, or group, by tender or
                 exchange offer or otherwise, of voting securities representing
                 5% or more of the combined voting power of all securities of
                 the Company, immediately prior to such acquisition or the
                 first acquisition is such series of acquisition) continuing to
                 represent (either by remaining outstanding or by being
                 converted into voting securities of another entity) more than
                 50% of the combined voting power of the voting securities of
                 the Company or such other entity outstanding immediately after
                 such reorganization, merger, or consolidation (or series of
                 related transaction involving such a reorganization, merger,
                 or consolidation); or

                          (ii)    a reorganization, merger, or consolidation
                 effected to implement a recapitalization or reincorporation of
                 the Company (or similar transaction) that does not result in a
                 material change in beneficial ownership of the voting
                 securities of the Company or its successor; or

                 (d)      Approval by the stockholders of the Company of a plan
         of complete liquidation of the Company.

         Notwithstanding the preceding provisions of this Section 3.02, a
Change in Control shall not be deemed to have occurred (1) if the "person"
described in the preceding provisions is an underwriter or underwriting
syndicate that has acquired the ownership of the Company's voting securities
solely in connection with a public offering of the Company's securities; or (2)
if the "person" described in the preceding provisions is an employee stock
ownership plan or other employee benefit plan maintained by the Company that is
qualified under the provisions of ERISA.





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         3.03    DETERMINATION BY THE COMPANY.  To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the administrator, whose determination in that
respect shall be final, binding, and conclusive.  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, consolidate, dissolve, or
liquidate or to sell or transfer all or any part of its business or assets.





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