EXHIBIT 10.31  INAMED CORPORATION  NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN  1.         PURPOSE  The purpose of this Non-Employee Director Stock Option Plan (the
Plan) is to enable Inamed Corporation (the Company) to provide compensatory
stock options to members of its Board of Directors (the Board) who are not
also employees of or consultants to the Company (Non-Employee
Directors).  The Board believes that
the granting of such options will stimulate the interest of Non-Employee
Directors and strengthen their desire to remain on the Board.  The Plan was adopted by the Board of
Directors of the Company on November 16, 1993 and approved by the Shareholders
at the December 28, 1993 Annual Meeting. 
It is intended that the Plan will constitute a formula plan within the
meaning and for the purposes of Rule 16b-3 issued by the Securities and
Exchange Commission under Section 16 of the Securities Exchange Act of
1934.  The provisions of the Plan and/or
any option agreement made pursuant to the Plan will be interpreted and applied
accordingly.  Awards to Non-Employee
Directors are non-qualified stock options (Non-Qualified Stock Options).  2.         STOCK SUBJECT TO THE
PLAN  The Company may issue and sell a total of 150,000 shares of its common
stock, $.01 par value (the Common Stock) pursuant to the Plan.  Such shares may be either authorized and
unissued or held by the Company in its treasury.  New options may be granted under the Plan with respect to shares
of Common Stock which are covered by the unexercised portion of an option which
has terminated or expired.  3.         ADMINISTRATION  The Plan shall be administered by the Board.  Subject to the provisions of the Plan and applicable law, the
Board, acting in its sole and absolute discretion, shall have full power and authority
to interpret the provisions of the Plan and option agreements made under the
Plan, to supervise the administration of the Plan, and to take such other
action as may be necessary or desirable in order to carry out the provisions of
the Plan.  The decisions of the Board as
to any disputed question, including questions of construction, interpretation
and administration, shall be final and conclusive on all persons.  4.         AUTOMATIC OPTION
GRANTS  An option to purchase 5,000 shares of Common Stock will automatically
be granted to each Non-Employee Director on the date of the 1993 annual meeting
of  
   the Companys Shareholders or,
if later, on the date of his or her initial appointment or election (by the
Board or the Shareholders, as the case may be) as a director, and an option to
purchase an additional 5,000 shares of Common Stock will automatically be
granted to each Non-Employee Director on each anniversary of his or her initial
grant date on which he or she is still serving as a director; provided, however,
that (a) no Non-Employee Director shall be granted options hereunder to
purchase more than 50,000 shares of Common Stock; and (b) no option will be
granted to a Non-Employee Director who, on the grant date, beneficially owns
(as defined in Rule 13d-3 issued by the Securities and Exchange Commission
under Section 13d of the Securities Exchange Act of 1934, as amended) five
percent or more of the Common Stock of the Company.  Upon grant of an option under the Plan, the Non-Employee Director
receiving the grant must enter into a written option agreement with the Company
that contains terms, provisions and conditions that are consistent with the
Plan and have been determined from time to time by the Board.  5.         TERMS AND CONDITIONS
OF OPTIONS  Each option granted under the Plan shall be evidenced by a written
agreement containing the following terms and conditions:  (a)    Option Price.  The purchase price per share shall be equal
to the fair market value of a share of Common Stock on the date the option is granted.  For purposes hereof, the fair market value
of a share of Common Stock on any date shall be equal to the closing sale price
per share as published by a national securities exchange on which shares of the
Common Stock are traded on such date or, if there is no sale of Common Stock on
such date, the average of the bid and asked prices on such exchange at the
closing of trading on such date or, if shares of the Common Stock are not
listed on a national securities exchange, on such date, the closing sale price
per share as listed on the NASDAQ National Market System or, if shares of the
Common Stock are not listed on the NASDAQ National Market System on such date,
the average of the bid and asked prices in the over-the-counter market at the
close of trading on such date.  (b)    Option Period.  The period during which an option may be
exercised shall be seven years from the date the option is granted.  (c)    Exercise of Options.  No option shall be exercisable unless the
Non-Employee Director to whom the option was granted remains in the continuous
service as a director of the Company for at least one year from the date the
option is granted.  All or part of the
exercisable portion of an option may be exercised at any time during the option
period, except that, without the consent of the Board, no partial exercise of
an option shall be made for less than 1,000 shares.  An option may be exercised by transmitting to the Company (i) a
written notice specifying the number of shares to be purchased, and (ii)
payment in full of the purchase price, together with the amount, if  2 
   any, deemed necessary to enable
the Company to satisfy all income tax withholding obligations with regard to
such exercise (unless other arrangements acceptable to the Board are made with
respect to the satisfaction of such withholding obligations).  (d)    Payment Option Price.  The purchase price of shares of Common Stock
acquired pursuant to the exercise of an option granted under the Plan shall be
payable in cash or check and/or such other form of payment as may be permitted
by the Board, including, without limitation, previously owned shares of Common
Stock.  (e)    Rights as a Shareholder.  No shares of Common Stock shall be issued in
respect of the exercise of an Option granted under the Plan until full payment
therefor has been made.  The holder of
an option shall have no rights as a stockholder with respect to any shares
covered by an option until the date a stock certificate for such shares is
issued to him or her.  Except as
otherwise provided herein, no adjustments shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued.  (f)     Nontransferability of
Option.  No option shall be
assignable or transferable except upon the optionees death to a beneficiary
designated by the optionee in accordance with procedures established by the
Board or, if no designated beneficiary shall survive the optionee, pursuant to
the optionees will or by the laws of descent and distribution.  During an optionees lifetime, options may
be exercised only by the optionee or the optionees guardian or legal
representative.  (g)    Termination of Service.
If an optionee ceases to perform services as a director of the Company for any
reason, then each outstanding option granted to him or her under the Plan shall
terminate on the date three months after the date of such termination of
service (or, if earlier, the date specified in the option agreement).  (h)    Other Provisions.  The Board may impose such other conditions
with respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws, as
it may deem necessary or advisable.  6.         CAPITAL CHANGES,
REORGANIZATION, SALE  (a)    Adjustments Upon Changes
in Capitalization.  The aggregate
number and class of shares for which options may be earned under the Plan, the
number and class of shares covered by each outstanding option and the exercise
price per share shall all be adjusted proportionately or as otherwise
appropriate to reflect any increase or decrease in the number of issued shares
of Common Stock resulting from a split-up or consolidation of shares of any
like capital adjustment, or the payment of any stock dividend, and/or to
reflect a change in the character or class of shares covered by the Plan
arising from a readjustment or recapitalization of the Companys capital stock.  3 
   (b)    Cash, Stock or other
Property for Stock.  Except as
otherwise provided in this subparagraph, in the event of an Exchange
Transaction (as defined below), all optionees will be permitted to exercise
their outstanding options in whole or in part whether or not otherwise
exercisable immediately prior to such Exchange Transaction, and any outstanding
options which are not exercised before the Exchange Transaction will thereupon
terminate.  Notwithstanding the
preceding sentence, if, as part of the Exchange Transaction, the Shareholders
of the Company receive capital stock of another corporation (Exchange Stock)
in exchange for their shares of Common Stock, and if the Board in its sole
discretion so directs, then all outstanding options will be converted into
options to purchase shares of Exchange Stock. 
The amount and price of converted options will be determined by
adjusting the amount and price of the options granted hereunder on the same
basis as the determination of the number of shares of Exchange Stock the
holders of Common Stock will receive in the Exchange Transaction and, unless
the Board determines otherwise, the vesting conditions with respect to the
converted options will be substantially the same as the vesting conditions set
forth in the original option agreement.  (c)    Definition of Exchange
Transaction.  For purposes hereto,
the term Exchange Transaction means a merger (other than a merger of the
Company in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock separation, reorganization (other than a mere reincorporation
or the creating of a holding company), liquidation of the Company or other
similar transaction as a result of which the Shareholders of the company
receive cash, stock or other property in exchange for or in connection with
their shares of Common Stock.  (d)    Fractional Shares.  In the event of any adjustment in the number
of shares covered by any option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be disregarded, and each
such option will cover only the number of full shares resulting from the adjustment.  (e)    Determination of Board
to be Final.  All adjustments under
this paragraph 6 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.  7.         AMENDMENT AND
TERMINATION OF THE PLAN  The Board may rescind or terminate the Plan.  Except as otherwise provided in the Plan, with respect to equity
changes, any amendment which would increase the aggregate number of shares of
Common Stock as to which options may be granted under the Plan, materially
increase the benefits under the Plan, or modify the class of persons eligible
to receive options under the Plan, shall be subject to the  4 
   approval of the Shareholders of
the Company.  No amendment or
termination may adversely affect any outstanding option without the written
consent of the optionee. 
Notwithstanding anything to the contrary contained herein or in any
option agreement made hereunder, the provisions of paragraphs 4 and 5(a) of the
Plan and any other provision of the Plan or of an option agreement relating to
the timing of option grants, the amount of shares covered thereby and the
exercise price thereunder may not be amended more than once every six months, and
no amendments may be made to the Plan or an option amendment if, as a result of
such amendment, the Plan would no longer qualify as a formula plan under Rule
16b-3 issued by the Securities and Exchange Commission under Section 16 of the
Securities Exchange Act of 1934.  8.         NO RIGHTS CONFERRED  Nothing contained herein will be deemed to give any individual any
right to receive an option under the Plan or to be retained in the employ or
service of the Company.  9.         GOVERNING LAW  The Plan and each option agreement shall be governed by the laws of the
state of Florida.  10.       TERM OF THE PLAN  The Plan shall be effective as of December 28, 1993, the date on which
Shareholder approval of the Plan was obtained at the 1993 Annual Meeting of
Shareholders.  The Plan will terminate
on December 28, 2003, ten years from the date on which it was approved by the
Shareholders of the Company, unless sooner terminated by the Board.  The rights of optionees under options
outstanding at the time of the termination of the Plan shall not be affected
solely by reason of the termination and shall continue in accordance with the
terms of the option.  5 
   FEDERAL INCOME TAX TREATMENT FOR THE
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN  The following
is a brief description of the federal income tax treatment that will generally
apply to options granted under the Plan, based on federal income tax laws in
effect on the date hereof.  Because the
following is only a brief summary of the general federal income tax rules,
recipients of options should not rely thereon for individual tax advice, as
each taxpayers situation and the consequences of any particular transaction
will vary depending upon the specific facts and circumstances involved.  EACH TAXPAYER IS ADVISED TO CONSULT WITH HIS
OR HER OWN TAX ADVISOR FOR PARTICULAR FEDERAL, AS WELL AS STATE AND LOCAL,
INCOME AND ANY OTHER TAX ADVICE.  Non-Qualified
Stock Options  The grant of
Non-Qualified Stock Options is generally not a taxable event for the
optionee.  Upon exercise of the option,
the optionee will generally recognize ordinary income in an amount equal to the
excess of the fair market value of the stock acquired upon exercise (determined
as of the date of the exercise) over the exercise price of such option, and the
Company will be entitled to a deduction equal to such amount.  See Options Granted to Insiders
below.  A subsequent sale of Common
Stock generally will give rise to capital gain or loss equal to the difference
between the sales price and the sum of the exercise price paid for such shares
plus the ordinary income recognized with respect to such shares.  Options
Granted to Insiders  An optionee is
a Non-Employee Director and he or she is subject to Section 16 of the Exchange
Act.  During any period of time (the
Section 16(b) Period), a sale of the stock acquired upon exercise of the
option could subject such optionee to suit under Section 16.  In such case, the optionee will not
recognize ordinary income and the Company will be entitled to a deduction,
equal to the excess of the fair market value of the stock (determined as of the
expiration of the Section 16(b) Period over the option exercise price.  Such an optionee may elect under Section
83(b) of the Internal Revenue Code, as amended, to recognize ordinary income on
the date of exercise (an 83(b) Election), in which case the Company would be
entitled to a deduction equal to the amount of ordinary income so
recognized.  Insiders should consult
their tax advisors to determine the tax consequences to them of exercising
Options granted to them pursuant to the Plan.  
   Miscellaneous
Tax Issues  The Company
generally will be required to make arrangements for withholding applicable
taxes with respect to any ordinary income recognized by a participant in
connection with options granted or exercised under the Plan.  With certain
exceptions, an individual may not deduct investment-related interest to the
extent such interest exceeds the individuals net investment income for the year.  Investment interest generally includes
interest paid on indebtedness incurred to purchase Common Stock.  Interest disallowed under this rule may be
carried forward to and deducted in later years, subject to the same
limitations.  Special rules
will apply in cases where a recipient of an option pays the exercise or
purchase price of the option or applicable withholding tax obligations under
the Plan by delivering previously-owned Common Stock or by reducing the amount
of Common Stock otherwise issuable pursuant to the award.  The surrender or withholding of such shares
will in certain circumstances result in the recognition of income with respect
to such shares.  CERTAIN
LAWS  The
acquisition of shares of Common Stock by directors, certain officers, or ten
percent shareholders of the Company could be subject to the provisions of
Section 16(b) of the Exchange Act under which a purchase of the Companys
Common Stock within six months before or after any sale of such stock could
result in recovery by the Company of all or a portion of any amount by which
the sale proceeds exceed the purchase price. 
Such officers, directors and ten percent shareholders are required to
file reports of changes in beneficial ownership under Section 16(a) of the
Exchange Act.  Rule 16b-3 under the
Exchange Act provides an exemption from Section 16(b) liability for certain
transactions pursuant to employee benefit plans.  Officers, directors and ten percent shareholders should consult
their counsel with respect to the effect of Section 16 upon their participation
in the Plan.  Resale of
shares received on exercise of options by any person who has a control
relationship with the Company may be restricted under the provisions of the
Securities Act and the rules and regulations of the Commission, including Rule
144.  The Plan is
not subject to any provisions of the Employment Retirement Income Security Act
of 1974 and is not required to be qualified under Section 401(a) of the
Code.  The Company does not make
available reports to employees participating in the Plan.