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                                                                   EXHIBIT 10-31


                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN


      SECTION 1. PURPOSE.

      The purpose of the 1996 Non-Employee Directors Stock Option Plan (this
"Plan") of Senior Tour Players Development, Inc. (the ACompany@) is to enable
the Company to attract, retain and motivate directors who are not employees of
the Company or its subsidiaries, and to enable such directors to participate in
the long-term growth of the Company by providing for or increasing the
proprietary interests of such persons in the Company, thereby assisting the
Company to achieve its long-range goals.

      SECTION 2. DEFINITIONS.

      As used in this Plan:

      "Act" means the Securities Exchange Act of 1934, as amended.

      "Board" means the Board of Directors of the Company.

      "Closing Price" means the closing price of a share of Common Stock quoted
on the NASDAQ Small-Cap Market or on another national securities exchange on
which the Common Stock is then bring traded.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      "Committee" means the Compensation Committee of the Board, which shall
consist of two or more directors each of whom shall be a "non-employee director"
within the meaning of Rule 16(b)-3(b) under the Act (or any successor
provision), or if such a Committee is not then appointed, the Board.

      "Common Stock" means the common stock, $.001 par value, of the Company.

      "Company" means Senior Tour Players Development, Inc., a Nevada
corporation, or any successor to such corporation.

      "Fair Market Value" means, with respect to the Common Stock, the Closing
Price on the business day preceding the date of valuation or, with respect to
any other property, the fair market value as determined by the Committee in good
faith in the manner established by the Committee from time to time.

      "Grantee" means a Non-Employee Director who is granted a Stock Option
under the Plan.



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      "Non-Employee Director" means a director of the Company who is not an
employee of the Company or any of the Company=s subsidiaries.

      "Stock Option" means an option to purchase shares of Common Stock granted
to a Non-Employee Director under this Plan. Such Stock Options shall not be
intended to meet the requirements of an "incentive stock option" under Section
422 of the Code or any successor provision.

      SECTION 3. ADMINISTRATION.

            (a) This Plan shall be administered by the Committee. Among other
matters, the Committee shall have authority, subject to the terms of this Plan,
(i) to determine the terms and conditions of any Stock Option granted hereunder
to a Non-Employee Director, and (ii) to approve the form of any Stock Option
Agreement between the Company and such Non-Employee Director setting forth such
terms and conditions.

            (b) The Committee shall have authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the operation of
this Plan and the Stock Options as it shall from time to time consider
advisable, to interpret the provisions of this Plan and any Stock Option, and to
decide all disputes arising in connection with this Plan or any Stock Option.
The Committee's decisions and interpretations shall be final and binding. Any
action of the Committee with respect to the administration of this Plan or any
Stock Option shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.

      SECTION 4. ELIGIBILITY.

      Participation in this Plan shall be limited to Non-Employee Directors of
the Company.

      SECTION 5. STOCK AVAILABLE FOR STOCK OPTIONS.

            (a) Stock Options may be granted under this Plan for up to 200,000
shares of Common Stock. If any Stock Option granted under this Plan expires or
is terminated before exercise or is forfeited for any reason, the shares of
Common Stock subject to such Stock Option, to the extent of such expiration,
termination or forfeiture, shall again be available for grant under this Plan.

            (b) In the event that the Committee determines in its sole
discretion that any stock dividend, stock split, extraordinary cash dividend,
creation of an additional class of equity securities, recapitalization,
reclassification, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock at a price substantially below Fair Market Value, or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under this Plan to Grantees, the Committee shall have the right to
adjust equitably any or all of (i) the number and kind of shares of Common Stock
or other securities in respect of which Stock Options may be granted under this
Plan, (ii) the number and kind of shares subject to outstanding Stock Options
held by Grantees, and (iii) the exercise price with respect to any of the
foregoing held by Grantees; and if considered appropriate, the Committee may
make provision for a cash payment with respect to an outstanding Stock Option
held by a Grantee, provided that the number of shares subject to any Stock
Option shall always be a whole number.

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      SECTION 6. GRANT OF STOCK OPTIONS.

            (a) With respect to Non-Employee Directors who are serving in such
capacity on the date on which this Plan is adopted by the Board, each such
Non-Employee Director shall be granted a Stock Option to purchase 10,000 shares
of Common Stock on the date of the adoption of this Plan by the Board. With
respect to Non-Employee Directors who are not serving in such capacity on the
date on which the Plan is adopted by the Board but who are subsequently elected
to serve in such capacity while this Plan is in effect, each such Non-Employee
Director shall be granted a Stock Option to purchase 5,000 shares of Common
Stock on the date upon which such Non-Employee Director is first elected. With
respect to both Non-Employee Directors who are serving in such capacity on the
date on which this Plan is adopted by the Board and those who are subsequently
elected to serve in such capacity, each such Non-Employee Director shall also be
granted a Non-Qualified Stock Option to purchase an additional 5,000 shares of
Common Stock on January 1 of each calendar year following the date of the
initial grant of a Stock Option to such Director, provided that at the time of
each such subsequent grant, such Non-Employee Director continues to serve in
such capacity.

            (b) The exercise price per share under a Stock Option shall be equal
to 100% of the Fair Market Value of the Common Stock on the date of the grant of
such Stock Option, but in no event less than the par value of the Common Stock.

            (c) Subject to the provisions of Section 8(d) hereof with respect to
Stock Options granted prior to the date that this Plan is approved by the
Company=s stockholders, all Stock Options shall be fully exercisable (vested) on
the date of grant with respect to all of the shares covered thereby. Stock
Options may be exercised by the Grantees thereof at any time with respect to all
or any portion of the shares covered thereby, provided that no Stock Option
shall be exercisable more than seven years after the date the Stock Option is
granted. The Grantees= rights to exercise Stock Options during the periods
specified therein shall continue notwithstanding the fact that the Grantees may
cease for any reason (other than death) to serve as Non-Employee Directors of
the Company during such periods. If a Grantee shall die during the period that
his or her Stock Option may be exercised, such Stock Option shall be exercisable
at any time during the one-year period following the date of death either by the
Grantee=s executor or administrator or, if not so exercised, by the legatees or
distributees of the Grantee=s estate as to the number of shares as to which it
was exercisable immediately prior to death.

            (d) No shares shall be delivered pursuant to any exercise of a Stock
Option until payment in full of the option price therefor is received by the
Company. Such payment may be made in whole or in part in cash or by certified or
bank check or, to the extent permitted by the Committee at or after the granting
of the Stock Option, by delivery of either (i) a promissory note, (ii) such
documentation as the Committee and a stock broker, if applicable, shall require
to effect an exercise of the Stock Option and delivery to the Company of the
sale or loan proceeds required to pay the option price, (iii) cashless exercise
through delivery to the Grantee of only a portion of the total number of shares
covered by the Stock Option, or (iv) such other lawful consideration as the
Committee may determine.

            (e) No Stock Option shall be transferable by a Grantee otherwise
than by will or by the laws of descent and distribution, and all Stock Options
shall be exercisable during the Grantee's lifetime only by the Grantee or the
Grantee's duly appointed guardian or personal representative.

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      SECTION 7. GENERAL PROVISIONS APPLICABLE TO STOCK OPTIONS.

            (a) Each Stock Option under this Plan shall be evidenced by a Stock
Option Agreement delivered to the Grantee specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with the
provisions of this Plan as the Committee considers necessary or advisable to
achieve the purposes of this Plan or comply with applicable tax and regulatory
laws and accounting principles.

            (b) Except as required by the terms of this Plan, the terms of each
Stock Option need not be identical. Except as otherwise provided by this Plan or
a particular Stock Option, any determination with respect to a Stock Option may
be made by the Committee at the time of grant or at any time thereafter.

            (c) In order to preserve the rights of a Grantee under a Stock
Option in the event of a change in control of the Company, the Committee in its
discretion may, at the time or at any time thereafter, take one or more of the
following actions with respect to any such change of control: (i) provide for
the purchase of the Stock Option upon the Grantee's request for the net amount
of cash or other property that could have been received upon the exercise of the
Stock Option, (ii) adjust the terms of the Stock Option in a manner determined
by the Committee, (iii) cause the Stock Option to be assumed, or new rights
substituted therefor, by another entity, or (iv) make such other provision as
the Committee may consider equitable and in the best interests of the Company.

            (d) The Grantee shall pay to the Company, or make provision
satisfactory to the Committee for payment of, the taxes, if any, required by law
to be withheld in respect of Stock Options under this Plan no later than the
date of the event creating the tax liability. In the Committee's discretion,
such tax obligations, if any, may be paid, in whole or in part, in cash or
shares, including shares retained from the exercise of the Stock Option creating
the tax obligation, valued at their Fair Market Value on the date of delivery.
The Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Grantee.

            (e) Subject to the other provisions of this Plan, the Committee may
amend, modify or terminate any outstanding Stock Option held by a Grantee,
including substituting therefor another Stock Option of the same or a different
type, changing the date of exercise, provided that the Grantee's consent to such
action shall be required unless the Committee determines that the action, taking
into account any related action, would not materially and adversely affect the
Grantee.

      SECTION 8. MISCELLANEOUS.

            (a) The grant of a Stock Option shall not be construed as giving a
Grantee the right to continue to provide services as a Director to the Company.
The Company expressly reserves the right at any time to terminate such services
free from any liability or claim under this Plan, except as expressly provided
in a then outstanding Stock Option.

            (b) Nothing contained in this Plan shall prevent the Company from
adopting other or additional compensation arrangements for its employees,
directors and other service providers.

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            (c) No Grantee shall have any rights as a stockholder with respect
to any shares subject to a Stock Option until he or she becomes the holder
thereof upon exercise of such Stock Option.

            (d) This Plan shall become effective on the date of its approval by
the Board, subject to subsequent approval by the stockholders of the Company
holding at least a majority of the then outstanding shares of Common Stock at
the next annual meeting of stockholders (or special meeting held in place
thereof). Prior to such approval by the stockholders of the Company, Stock
Options may be granted to Non-Employee Directors of the Company under this Plan
if they are granted expressly subject to such approval and are not exercisable
until after such approval has been obtained.

            (e) The Board may amend, suspend or terminate this Plan or any
portion thereof at any time, provided that no amendment shall be made without
stockholder approval if such approval is necessary to comply with any applicable
tax or regulatory requirement.

            (f) Stock Options may not be granted under the Plan after the tenth
anniversary of its approval by the Board, but then outstanding Stock Options may
be exercised beyond such date in accordance with their respective terms.

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