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                                  EXHIBIT 10.5



                      1995 NON-QUALIFIED STOCK OPTION PLAN
                                       FOR
                     CONSULTANTS AND NON-EMPLOYEE DIRECTORS
                                       OF
                           DYNACQ INTERNATIONAL, INC.

1.       DEFINITIONS.

         For purposes of this 1995 Non-Qualified Stock Option Plan, unless
otherwise required by the context:

a.       "Board" shall mean the Board of Directors of the Company.
b.       "Code" shall mean the Internal Revenue Code of 1986, as amended.
c.       "Company" shall mean Dynacq International, Inc., a Nevada corporation.
d.       "Consultant" shall mean any person who performs services of special 
         importance to the Company or a subsidiary corporation of the Company, 
         including any Independent contractors who are not otherwise eligible 
         to participate in the Company's 1995 Incentive Stock Option Plan.
e.       "Non-Employee Director" shall mean any person who serves as a director
         of the Company or a subsidiary corporation of the Company, but who is
         not an employee of either the Company or any subsidiary corporation of
         the Company or otherwise eligible to participate in the Company's 1995
         Incentive Stock Option Plan.
f.       "Option" shall mean a right to purchase Stock, granted pursuant to the 
         Plan.
g.       "Option Price" shall mean the purchase price for Stock under an Option.
h.       "Optionee" or "Participant" shall mean a Consultant or Non-Employee 
         Director of the Company, or of any subsidiary of the Company, to whom 
         an option is granted under the Plan.
i.       "Plan" shall mean this Stock Option Plan for Consultants and 
         Non-Employee Directors of Dynacq International, Inc.
j.       "Stock" shall mean the Common Stock of the Company.
k.       "Subsidiary" shall mean a subsidiary corporation of the Company, as 
         defined in Sections 425(f) and 425(g) of the Code.

2.       PURPOSE OF THE PLAN.

         The purpose of the plan is to advance the long term interest of the
Company (i) by motivating Consultants and Non-Employee Directors with the
opportunity to obtain an equity interest in the Company, (ll) by furthering the
identity of interests of Participants in the Plan with those of the shareholders
of the Company through the ownership and performance of the Common Stock of the
Company, and (iii) by permitting the Company to attract and retain Consultants
and Non-Employee Directors upon whose judgements the success of the Company
largely depends. Under the terms of the Plan, the Company may grant stock
options in the Company's Common Stock to Consultants and Non-Employee Directors
of the Company and its subsidiaries. The options to be granted under this Plan
are not intended to qualify as "incentive stock options" as that term is defined
under Section 422A of the Code and, as such, the nonstatutory options granted
under this Plan are not entitled to special treatment under Section
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422 of the Code.

3.       ADMINISTRATION OF THE PLAN.

         The Board shall administer the Plan. Subject to the provisions of the
Plan, the Board shall have plenary authority, in its discretion: (a) to
determine the Consultants and Non-Employee Directors of the Company to whom
options shall be granted; (b) to determine the time or times at which options
shall be granted; (c) to determine the number of shares subject to each option
granted; (d) to determine the option price of the shares subject to each option;
(e) to determine the time or times when each option shall become exercisable and
the duration of the exercise period; and (f) to interpret the Plan and to
prescribe , amend, and rescind rules and regulations relating to it. All action
of the Board shall be taken by majority vote of its members. Any action may be
taken by a written instrument signed by all the members of the Board, and action
so taken shall be fully as effective as if it had been taken by a unanimous vote
of the members at a meeting duly called and held.

4.       ELIGIBILITY AND LIMITATIONS ON OPTIONS GRANTED UNDER THE PLAN.

(a)      Certain Consultants and Non-Employee Directors of the Company shall be
         eligible to receive an option under this Plan. For purposes of this
         Section, the Company, with respect to all options under the Plan,
         includes any entity that is directly or indirectly controlled by the
         Company or any entity in which the Company has a significant equity
         interest.

(b)      The options granted to a Consultant or a Non-Employee Director will
         become exercisable on such date as the Board in its discretion decides,
         however, in no event shall an option granted be exercisable prior to
         six months from the date of grant. Payment of the option exercise price
         will be made in cash. On the date of a Participant's death, options
         which are then exercisable, may be exercised by a Participant's
         personal representative for one (1) year after his or her death. To the
         extent options are exercisable on the date a Consultant ceases to work
         on behalf of the Company (other than by reason of death) or a
         Non-Employee Director ceases to be a director (other than by reason of
         death), such options will remain exercisable for thirty (30) days
         thereafter. A Consultant shall "cease to work" for the Company on the
         date that the Company issues a written notice of termination of the
         Consultant's services. The thirty day accelerated exercise period will
         begin to run for a Non-Employee Director on the earlier of the
         effective date of his/her resignation or the date of the shareholder's
         meeting at which the Non-Employee Director is not re-elected.
         Notwithstanding the foregoing, should a director be removed for cause
         by action of the directors or the shareholders, all outstanding
         options, regardless of exercisability, will terminate as of the date of
         the Board or shareholders, as appropriate, removes such director.

5.       SHARES OF STOCK SUBJECT TO THE PLAN.

(a)      The stock offered under the Plan shall be shares of Common Stock and
         may be unissued shares or shares now held or subsequently acquired by
         the Company as treasury shares, as the Board may from time to time
         determine. Subject to adjustment as provided in
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         Section 6, the aggregate number of shares to be delivered under the
         Plan shall not exceed one million (1,000,000) shares.

(b)      Any shares subject to an option granted under the Plan which is
         forfeited, terminated, or expires unexercised shall again be available
         for award under the Plan, subject to the limitations contained in
         applicable laws and regulations.

6.       ADJUSTMENT OF SHARES AVAILABLE.

         The aggregate number of shares available for options under the plan,
the number of shares covered by each outstanding option, and the exercise price
per share thereof (but not the total price) of each such option shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from any forward or reverse split or
consolidation of shares or any like adjustment or the payment of any stock
dividend.

7.       PRICE OF STOCK OPTIONS.

         The purchase price of each option issued shall be determined by the
Board at the tine the option is granted, but in no event shall such purchase
price be less than 100 percent of the fair market value of the Company's Common
Stock on the date of grant.

         The term "fair market value" shall be defined as the average of the
closing bid and asked market prices of said Common Stock quoted by the National
Association of Securities Dealers (or if said Common Stock is not quoted by the
NASD then as quoted by the major market maker for said Common Stock) on the
business day prior to the date of the grant of the option, or, if there be no
sales on such date, on the most recent date upon which such stock was traded.

8.       OPTION EXERCISE.

(a)      No shares shall be delivered pursuant to the exercise of any option, in
         whole or in part, until payment in full of the option price thereof in
         cash is received by the Company. No holder of an option, legal
         representative, legatee, of distributee shall be or be deemed to be a
         holder of any shares subject to such option unless and until such
         person or entity has received a certificate of certificates therefor.
         The term of each stock option shall be set by the Board, but no stock
         option shall be exercisable more than ten (10) years after the date
         suck stock option is granted.

(b)      No option may at any time be exercised with respect to a fractional
         share.

9.       TRANSFERABILITY.

         The right of any Participant to exercise an option granted under the
Plan shall, during the lifetime of such participant, be exercisable only by such
Participant and shall not be assignable or transferable, unless the Board, in
its discretion, specifically provides otherwise with respect to a particular
grant.
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10.      WITHHOLDING TAXES.

         The Company shall have the right to deduct from any settlement of an
option made under the Plan an amount sufficient to cover withholding, if
required by law for any federal, state or local taxes, or to take such other
actions as may be necessary to satisfy any such withholding obligations,
including the withholding from any other cash amounts due or to become due from
the Company to the Participant an amount equal to such taxes.

11.      TERMINATION OF OPTION RIGHTS.

         Any option granted hereunder, which is not yet exercisable, shall, in
the case of a Consultant, expire on the date the Consultant's services are
terminated in writing by the Company and, in the case of a Non-Employee
Director, an option shall expire on the earlier of the effective date of his/her
resignation or the date of the shareholders' meeting in which that Non-Employee
Director is not re-elected as a director

12.      EXPIRATION AND TERMINATION OF THE PLAN.

         Options may be granted under the Plan at any time or from time to time
as long as the total number of shares optioned or purchased under this Plan does
not exceed One Million (1,000,000) shares of Common Stock. The Plan may be
abandoned or terminated at any time by the Board of Directors of the Company
except with respect to any options then outstanding under the Plan. No option
shall be granted pursuant to the Plan after a date ten (10) years from the
effective date of the Plan.

13.      PLAN AMENDMENT.

         The Board may amend, suspend, or terminate the Plan at any time,
provided that no such amendment shall be made without approval of the Company's
shareholders if such approval is required to comply with Nevada law.