EXHIBIT 10

                              AMERICASBANK CORP.
                               STOCK OPTION PLAN

   AmericasBank Corp. (the "Corporation") sets forth herein the terms of this
Stock Option Plan (the "Plan") as follows:

1. PURPOSE.

   The Plan is intended to advance the interests of the Corporation by providing
eligible individuals (as designated pursuant to Section 4 below) with an
opportunity to acquire or increase a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries, and will encourage
such eligible individuals to remain in the employ of the Corporation or that of
one or more of its subsidiaries. Each stock option granted under the Plan (an
"Option") is intended to be an "incentive stock option" ("Incentive Stock
Option") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or the corresponding provision of any subsequently enacted tax
statute (the "Code"), except (i) to the extent that any such Option would exceed
limitations set forth in Section 7 below; and (ii) for Options specifically
designated at the time of grant as not being Incentive Stock Options; and (iii)
for Options granted to non-employee directors of the Company or a subsidiary.

2. ADMINISTRATION.

   (a) COMMITTEE. The Board of Directors of the Corporation (the "Board") shall
appoint a compensation committee (the "Committee") to the extent permitted by
the By-Laws of the Corporation and applicable law and such Committee shall be
composed solely of two or more Non-Employee Directors as such term is defined in
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or
shall otherwise be constituted in accordance with Rules promulgated under
Section 16 of said Act from time to time. The Board may remove members, add
members, and fill vacancies on the Committee from time to time, all in
accordance with the Corporation's Articles of Incorporation and By-Laws, and
with applicable law. The majority vote of the Committee, or acts reduced to or
approval in writing by a majority of the members of the Committee, shall be
valid acts of the Committee.

   (b) ADMINISTRATION. The Plan shall be administered by the Committee which
shall have full power and authority to take all actions, and to make all
determinations required or provided for under the Plan or any







Option granted or Option Agreement (as defined in Section 8 below) entered into
hereunder and all such actions and determinations not inconsistent with the
specific terms and provisions of the Plan deemed by the Committee to be
necessary or appropriate to the administration of the Plan or any Option granted
or Option Agreement entered into hereunder. Unless otherwise expressly
determined or overruled by the Board, the interpretation and construction by the
Committee of any provision of the Plan or of any Option granted or Option
Agreement entered into hereunder shall be final and conclusive. The Committee
may make different determinations for different Plan participants regarding the
Plan, Options or Option Agreement. The Committee shall cause a copy of this Plan
to be delivered to each participant in the Plan.

   (c) NO LIABILITY. No member of the Board or of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Option granted or Option Agreement entered into hereunder.

   (d) DELEGATION TO THE COMMITTEE. In the event that the Plan or any Option
granted or Option Agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken by
or such determination may be made by the Committee if the power and authority to
do so has been delegated to the Committee by the Board as provided for in
Section 2(a) above.

3. STOCK.

   The stock that may be issued pursuant to Options granted under the Plan shall
be shares of Common Stock, par value $.01 per share, of the Corporation (the
"Stock"), which shares may be authorized but unissued shares or shares that may
be purchased by the Corporation in the open market or in private transactions.
The number of shares of Stock that may be issued pursuant to Options granted
under the Plan shall not exceed in the aggregate 45,000 shares, which number of
shares is subject to adjustment as hereinafter provided in Section 17 below. If
any Option expires, terminates, or is terminated or canceled for any reason
prior to exercise in full, the shares of Stock that were subject to the
unexercised portion of such Option shall be available for future Options granted
under the Plan. Shares withheld or surrendered for the payment of taxes or
shares surrendered in payment of the exercise price of an Option may not be
again available for awards under the Plan.

4. ELIGIBILITY.


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   (a) EMPLOYEES. Options may be granted under the Plan to any full-time
employee of the Corporation or any Subsidiary (including any such employee who
is an officer or director of the Corporation or any Subsidiary) as the Committee
shall determine and designate from time to time prior to expiration or
termination of the Plan. For this purpose, a full-time employee is one who is
customarily employed at least 20 hours per week.

   (b) NON-EMPLOYEE DIRECTORS OF THE CORPORATION. Each non-employee director of
the Corporation serving on the effective date of the Plan, as set forth in
Section 5 hereof, shall be granted an option on the effective date to purchase
20 shares of the Stock for each Board of Directors meeting and Capital Committee
meeting attended by such person from August 1, 1996 through and including the
effective date, and 20 shares of the Stock for each other Board committee
meeting attended by such person from January 1, 1998 through and including the
effective date. Thereafter, each non-employee director of the Corporation shall
be granted an option as of the date of his or her attendance at a meeting of the
Board of Directors of the Corporation or of a Board committee to purchase 20
shares of the Stock. Each Option granted to a non-employee directors shall be
granted at an Option Price equal to the greater of par value or 100 percent of
the fair market value of a share of Stock on the date of grant, which value
shall be determined as set forth in Section 9 hereof. The Board of Directors may
from time to time grant to an non-employee director such other options as the
Board of Directors shall determine to be reasonable, all of which options shall
be granted at an Option Price equal to the greater of par value or 100 percent
of the fair market value of a share of Stock on the date of grant, which value
shall be determined as set forth in Section 9 hereof.

5. EFFECTIVE DATE AND TERM OF THE PLAN.

   (a) EFFECTIVE DATE. The Plan shall be effective as of June 1,1998 (the
"Effective Date"), subject to approval by the Board and the approval by holders
of a majority of the shares of the Stock voted. If the stockholders do not
approve the Plan within 12 months after the Board approves the Plan, then the
Plan and any grants of Options hereunder shall be void.

   (b) TERM. The Plan shall terminate on the 10th anniversary of the Effective
Date.

6. GRANT OF OPTIONS.

   Subject to the terms and conditions of the Plan, the Committee may, at any
time and from time to time, prior to the date of termination of the Plan, grant
to such eligible individuals as the Committee may


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determine ("Optionees"), Options to purchase such number of shares of the Stock
on such terms and conditions as the Committee may determine, including any terms
or conditions which may be necessary to qualify such Options as Incentive Stock
Options under Section 422 of the Code. The date on which the Committee approves
the grant of an Option shall be considered the date on which such Option is
granted

7. LIMITATION ON OPTIONS RECEIVED IN CALENDAR YEAR.

   An Option (other than an Option described in exception (i) or (ii) or (iii)
of Section 1) shall constitute an Incentive Stock Option to the extent that the
aggregate fair market value (determined at the time the Option is granted) of
the Stock with respect to which Incentive Stock Options are exercisable for the
first time by an Optionee during any calendar year (under the Plan and all other
plans of the Optionee's employer corporation and its parent and subsidiary
corporations within the meaning of Section 422(d) of the Code) does not exceed
$100,000. This limitation shall be applied by taking Options into account in the
order in which they were granted.

8. OPTION AGREEMENTS.

   All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by the Corporation and by the
Optionee, in such form or forms as the Committee shall from time to time
determine. Option Agreements covering Options granted from time to time or at
the same time need not contain similar provisions; provided, however, that all
such Option Agreements shall comply with all terms of the Plan.

9. OPTION PRICE.

   The purchase price of each share of the Stock subject to an Option (the
"Option Price") shall be fixed by the Committee and stated in each Option
Agreement; provided, however that the purchase price of any Option intended to
be an Incentive Stock Option shall be not less than the greater of par value or
100% of the fair market value of a share of the Stock on the date the Option is
granted; provided further, that in the event the Optionee would otherwise be
ineligible to receive an Incentive Stock Option by reason of the provisions of
Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of more
than 10%), the Option Price of an Option which is intended to be an Incentive
Stock Option shall be not less than the greater of par value or 110% of the fair
market value of a share of Stock at the time such Option is granted. In the
event that the Stock is listed on an established national or regional stock
exchange, is quoted on a quotation system of The Nasdaq Stock Market, Inc., or
is publicly


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traded in an established securities market, in determining the fair market value
of the Stock, the Committee shall use the closing price of the Stock on such
exchange or system or in such market (the highest such closing price if there is
more than one such exchange or market) on the date the Option is granted or, if
such date was not a trading date, on the trading date immediately preceding the
date the Option is granted (or, if there is no such closing price, then the
Committee shall use the mean between the highest bid and the lowest asked prices
or between the high and low prices on such date). If there is no established
market for the Stock, then the fair market value shall be established by the
Committee in good faith.

10.     TERM AND EXERCISE OF OPTIONS.

   (a) TERM. Each Option granted under the Plan shall terminate, and all rights
to purchase shares thereunder shall cease no later than the expiration of ten
years from the date such Option is granted. as may be fixed by the Committee and
stated in the Option Agreement relating to such Option; provided. however, that
in the event the Optionee would otherwise be ineligible to receive an Incentive
Stock Option by reason of the provisions of Sections 422(b)(6) and 424(d) of the
Code (relating to stock ownership of more than 10%), an Option granted to such
Optionee which is intended to be an Incentive Stock Option shall in no event be
exercisable after the expiration of five years from the date it is granted.

   (b) OPTION PERIOD AND LIMITATIONS OR EXERCISE. Except as otherwise provided
in an Option Agreement. each Option granted may be exercised in whole or in part
at any time after the date of grant. Notwithstand ing the foregoing, the
Committee, subject to the terms and conditions of the Plan, may in its sole
discretion provide other time periods during which an Option may be exercised in
whole or in part while such Option is outstanding. Any limitation on the
exercise of an Option may be rescinded, modified or waived by the Committee, in
its sole discretion, at any time and from time to time after the date of grant
of such Option so as to accelerate the time at which the Option may be
exercised.

   (c) METHOD OF EXERCISE. An Option that is exercisable hereunder may be
exercised by delivery to the Corporation on any business day, at its principal
office, addressed to the attention of the Committee, of written notice of
exercise, which notice shall specify the number of shares with respect to which
the Option is being exercised, accompanied by payment of the Option Price except
as provided in this Subsection (c). The minimum number of shares of Stock with
respect to which an Option may be exercised, in whole or in part, at any time
shall be the lesser of 100 shares or the maximum number of shares


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available for purchase under the Option at the time of exercise. Payment of the
Option Price for the shares of Stock purchased pursuant to the exercise of an
Option shall be made (i) in cash or in cash equivalents; (ii) through the tender
to the Corporation of shares of Stock, which shares shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their fair market value (determined in the manner described in
Section 9 above) on the date of exercise; (iii) through the tender to the
Corporation of Options, to the extent of the difference between the Option Price
and the fair market value of the shares of Stock subject to such Option
(determined in the manner described in Section 9 above) on the exercise date; or
(iv) by combination of the methods described in (i), (ii), and (iii) above.
Payment in full of the Option Price need not accompany the written notice of
exercise provided the notice of exercise directs that the Stock certificate or
certificates for the shares for which the Option is exercised be delivered to a
licensed broker applicable to the Corporation as the agent for the individual
exercising the Option and, at the time such Stock certificate or certificates
are delivered, the broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option Price for the shares of Stock
purchased pursuant to the exercise of the Option plus the amount (if any) of
federal and/or the taxes which the Corporation may, in its judgment, be required
to withhold with respect to the exercise of the Option. An attempt to exercise
any Option granted hereunder other than as set forth above shall be invalid and
of no force and effect. Promptly after the exercise of an Option and the payment
in full of the Option Price of the shares of Stock covered thereby, the
individual exercising the Option shall be entitled to the issuance of a Stock
certificate or certificates evidencing his ownership of such shares; provided,
however, that the Corporation shall have the right to withhold and deduct from
the number of shares of Stock deliverable upon exercise of an Option, a number
of shares having an aggregate fair market value (determined in the manner
described in Section 9 above) equal to the amount of any taxes and other charges
the Corporation or any Subsidiary is obligated to withhold or deduct from
amounts payable to such individual. A separate Stock certificate or certificates
shall be issued for any shares purchased pursuant to the exercise of an Option
which is an Incentive Stock Option, which certificate or certificates shall not
include any shares which were purchased pursuant to the exercise of an Option
which is not an Incentive Stock Option. An individual holding or exercising an
Option shall have none of the rights of a shareholder until the shares of Stock
covered thereby are fully paid and issued to him and, except as provided in
Section 17 below, no adjustment shall be made for dividends or other rights, if
any, for which the record date is prior to the date of such issuance.


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11.     TRANSFERABILITY OF OPTIONS.

   During the lifetime of an Optionee to whom an Option is granted, only such
Optionee (or, in the event of legal incapacity or incompetency, the Optionee's
guardian or legal representative) may exercise the Option. No Option shall be
assignable or transferable by the Optionee to whom it is granted, other than by
will or the laws of the descent and distribution.

12.     TERMINATION OF SERVICE OR EMPLOYMENT.

   Upon the termination of the employment of an Optionee with the Corporation or
a Subsidiary, any Option granted pursuant to the Plan shall terminate three
months after the date of such termination of employment, unless earlier
terminated pursuant to Section 10(a) above, and such Optionee shall have no
further right to purchase shares of Stock pursuant to such Option; provided
however, that if such termination is by reason of (i) the death or "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code) of
such Optionee, then termination of the Option shall be governed by Section 13
hereof, or (ii) the dismissal of such Optionee for dishonesty or commission of a
crime or for any reason constituting "cause" under the terms of an employment
agreement, if any, between the Optionee and the Corporation or a Subsidiary, or
for "cause" as otherwise determined by the Corporation in good faith, then the
Option shall terminate on the effective date of such dismissal. Notwithstanding
the foregoing, however, the Committee may provide, by inclusion of appropriate
language in an Option Agreement, that an Optionee may (subject to the general
limitations on exercise set forth in Section 10(b) above), in the event of
termination of employment of the Optionee with the Corporation or a Subsidiary,
exercise an Option, in whole or in part, at any time subsequent to such
termination of employment and prior to termination of the Option as provided in
Section 10(a) above either subject to or without regard to any installment
limitation or exercise imposed pursuant to Section 10(b) above. Whether a leave
of absence or leave on military or government services shall constitute a
termination of employment for purposes of the Plan shall be determined by the
Committee, which determination shall be final and conclusive. For purposes of
the Plan, a termination of employment with the Corporation or a Subsidiary shall
not be deemed to occur if immediately thereafter the Optionee is employed with
the Corporation or any Subsidiary.

   Any option granted to a non-employee director shall terminate on the first
anniversary of the effective date of termination of such person's service on the
Board of Directors or such earlier time specified in an Option Agreement for
such option. Notwithstanding the

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foregoing, any option granted to a non-employee director shall terminate one
year following the date in which a non-employee director ceases to be a member
of the Board of Directors by reason of death or "permanent and total disability
"as defined in Section 13(b) hereof.

13.     RIGHTS IN THE EVENT OF DEATH OR DISABILITY

   (a) DEATH OF AN EMPLOYEE. If an Optionee dies while employed by the
Corporation or a Subsidiary, the executors or administrators or legatees or
distributees of such Optionee's estate shall have the right (subject to the
general limitations on exercise set forth in Section 10(b) above), at any time
within one year after the date of such Optionee's death and prior to termination
of the Option as provided in Section 10(a) above, to exercise, in whole or in
part, any Option held by such Optionee at the date of such Optionee's death,
whether or not such Option was exercisable immediately prior to such Optionee's
death; provided, however, that the Committee may provide, by inclusion of
appropriate language in an Option Agreement, that, in the event of the death of
the Optionee, the executors or administrators or legatees or distributees of
such Optionee's estate may exercise an Option (subject to the general
limitations on exercise set forth in Section 10(b) above), in whole or in part,
at any time subsequent to such Optionee's death and prior to termination of the
Option as provided in Section 10(a) above, either subject to or without regard
to any installment limitation on exercise imposed pursuant to Section 10(b)
above.

   (b) DISABILITY OF AN EMPLOYEE. If an Optionee terminates employment with the
Corporation or a Subsidiary by reason of the "permanent and total disability"
(within the meaning of Section 22(e)(3) of the Code) of such Optionee, then such
Optionee shall have the right (subject to the general limitations on exercise
set forth in Section 10(b) above), at any time within one year after such
termination of employment and prior to termination of the Option as provided in
Section 10(a) above, to exercise, in whole or in part, any Option held by such
Optionee at the date of such termination of employment, whether or not such
Option was exercisable immediately prior to such termination of employment;
provided, however, that the Committee may provide, by inclusion of appropriate
language in the Option Agreement, that the Optionee may (subject to the general
limitations on exercise set forth in Section 10(b) above), in the event of the
termination of employment of the Optionee with the Corporation or a Subsidiary
by reason of the "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of such Optionee, exercise an Option , in whole or in
part, at any time subsequent to such termination of employment and prior to
termination of the Option as provided in Section 10(a) above, either subject to
or without regard to any installment


                                      8





limitation on exercise imposed pursuant to Section 10(b) above. Whether a
termination of employment is to be considered by reason of "permanent and total
disability" for purposes of this Plan shall be determined by the Committee,
which determination shall be final and conclusive.

14.     USE OF PROCEEDS.

   The proceeds received by the Corporation from the sale of Stock pursuant to
Options granted under the Plan shall constitute general funds of the
Corporation.

15.     REQUIREMENTS OF LAW.

   (a) VIOLATIONS OF LAW. The Corporation shall not be required to sell or issue
any share of Stock under any Option if the sale or issuance of such shares would
constitute a violation by the individual exercising the Option or the
Corporation of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. Specifically in connection with the Securities Act of 1933, as
amended, (as now in effect with respect to the shares covered by any Option),
unless a registration statement under such Act is in effect with respect to the
shares of Stock covered by such Option, the Corporation shall not be required to
sell or issue such shares unless the Corporation has received evidence
satisfactory to it that the holder of such Option may acquire such shares
pursuant to an exemption from registration under such Act, and the shares of
Stock to be issued upon the exercise of all or any portion of any Option granted
under the Plan shall be issued on the condition that the Optionee represents
that the purchase of Stock upon such exercise shall be for investment purposes
and not with a view to resale, distribution, offering, transferring, mortgaging,
pledging, hypothecating or otherwise disposing of any such Stock under the
circumstances which would constitute a public offering or distribution under the
Securities Act of 1933, as amended, or the securities laws of any state. No
share of Stock shall be issued upon the exercise of any Option unless the
Corporation shall have received from the Optionee a written statement
satisfactory to legal counsel for the Corporation containing the above
representations, stating that certificates representing such shares may bear a
legend restricting their transfer and stating that the Corporation's transfer
agent or agents may be given instructions to stop transfer of any certificate
bearing such legend. Such representation and restrictions provided for herein
shall not be required if (i) an effective registration statement for such shares
under the Securities Act of 1933, as amended, and any applicable state laws has
been filed with the Securities and Exchange Commission and


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with the appropriate agency or commission of any state whose laws apply to the
transaction, or (ii) an opinion of counsel satisfactory to the Corporation has
been delivered to the Corporation to the effect that registration is not
required under the Securities Act of 1933, as amended, or under the applicable
securities laws of any state. Any determination by the Committee regarding the
foregoing shall be final, binding, and conclusive . The Corporation shall not be
obligated to take any affirmative action in order to cause the exercise of an
Option or the issuance of shares pursuant thereto to comply with any law or
regulation or any governmental authority.

   (b) RESTRICTION ON TRANSFER OF STOCK. Unless a registration statement under
the Securities Act of 1933, as amended, is in effect, the certificate or
certificates for Stock issued upon the exercise of an Option shall bear the
following legend:

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
        PURSUANT TO AN INVESTMENT REPRESENTATION ON THE PART OF THE HOLDER
        THEREOF AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
        OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, EXCEPT UPON THE
        ISSUANCE TO THE ISSUER OF A FAVORABLE OPINION OF ITS COUNSEL AND/OR THE
        SUBMISSION OF OTHER EVIDENCE SATISFACTORY TO COUNSEL TO THE ISSUER, TO
        THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
        SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES
        LAWS.

16.     AMENDMENT AND TERMINATION OF THE PLAN.

   The Board may, at any time and from time to time, amend, suspend or terminate
the Plan as to any shares of Stock as to which Options have not been granted.
Except as permitted under Section 17 hereof, no amendment, suspension or
termination of the Plan shall, without the consent of the holder of the Option,
alter or impair rights or obligations under any Option theretofore granted under
the Plan. In no event, however, shall any amendment result in any of the
following, unless holders of at least a majority of the shares voted approve
such amendment:

Increasing the number of shares available for Options (except subject to
adjustments as provided in Section 17 of the Plan); or

Materially increasing benefits available to participants in the Plan.

17.     EFFECT OF CHANGES IN CAPITALIZATION.


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   (a) CHANGES IN STOCK. If the outstanding shares of Stock are increased or
decreased or changed into or exchanged for a different number of kind of shares
or other securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock divided or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the effective date of the Plan, the number and
kinds of shares for the purchase of which Options may be granted under the Plan
shall be adjusted proportionately and accordingly by the Corporation. In
addition, the number and kind of shares for which Options are outstanding shall
be adjusted proportionately and accordingly so that the proportionate interest
of the holder of the Option immediately following such event shall, to the
extent practicable, be the same as immediately prior to such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares subject to the unexercised portion in the Option
outstanding but shall include a corresponding proportionate adjustment in the
Option price per share.

   (b) REORGANIZATION IN WHICH THE CORPORATION IS THE SURVIVING CORPORATION.
Subject to Subsection (d) hereof, if the Corporation shall be the surviving
corporation in any reorganization, merger, share exchange or consolidation of
the Corporation with one or more other corporations, any Option theretofore
granted pursuant to the Plan shall pertain to and apply to the securities to
which a holder of the number of shares of Stock subject to such Option would
have been entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of the Option Price
per share so that the aggregate Option Price thereafter shall be the same as the
aggregate Option Price of the shares remaining subject to the Option immediately
prior to such reorganization, merger, or consolidation.

   (c) REORGANIZATION IN WHICH THE CORPORATION IS NOT THE SURVIVING CORPORATION
OR SALE OF ASSETS OR STOCK. In the event of the commencement of a tender offer
(other than by the Corporation) for any shares of the corporation or a sale or
transfer, in one or a series of transactions, of assets having a fair market
value of 50% or more of the fair market value of all assets of the Corporation,
or a merger, consolidation or share exchange pursuant to which shares of the
Corporation may be exchanged for or converted into cash, property or securities
of another issuer, or the liquidation of the Corporation (an "Extraordinary
Event"), then regardless of whether or not any Option granted pursuant to the
Plan shall have vested or become fully exercisable, all Options granted pursuant
to the Plan shall immediately vest and become fully exercisable for the full
number of

                                      11





shares subject to any such Option on and at all times after the "Event Date" of
the Extraordinary Event.

        (i) The "Event Date" is the date of the commencement of the tender
   offer, if the Extraordinary event is a tender offer, and in the case of any
   other Extraordinary Event, the day preceding the date as of which
   shareholders of record become entitled to the consideration payable in
   respect of such Extraordinary Event.

        (ii) In the event of the exercise pursuant to this Section of any Option
   the Option Price for which shall not have been fixed as of the Event Date,
   the Option Price in respect of such Option shall be equal to the average fair
   market value (determined in the manner described in Section 9 above) for the
   30 days preceding the announcement or other publication of the Extraordinary
   Event.

        (iii) In the event that an Optionee fails to exercise his or her Option,
   in whole or in part, pursuant to this Section upon an Extraordinary Event,
   the Corporation shall take such action as may be necessary to enable each
   Optionee to receive upon any subsequent exercise of his or her Option, in
   whole or in part, in lieu of shares of the Corporation, securities or other
   assets as were issuable or payable upon such Extraordinary Event in respect
   of, or in exchange for, such shares.

   (d) ADJUSTMENTS. Adjustments under this Section 17 related to stock or
securities of the Corporation shall be made by the Committee, whose
determination in that respect shall be final, binding, and conclusive. No
fractional shares of Stock or units of other securities shall be issued pursuant
to any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole share
or unit.

   (e) NO LIMITATIONS ON CORPORATION. The grant of an Option pursuant to the
Plan shall not affect or limit in any way the right or power of the Corporation
to make adjustments, to effect reclassifications, reorganizations or changes of
its capital or business structure or to merge, consolidate, dissolve or
liquidate, or sell or transfer all or any part of its business or assets.

18.     DISCLAIMER OF RIGHTS.

   No provision in the Plan or in any Option granted or Option Agreement entered
into pursuant to the Plan shall be construed to confer upon any individual the
right to remain in the employ or service of the Corporation or any Subsidiary,
or to interfere in any way with the right and authority of the Corporation or
any Subsidiary

                                      12





either to increase or decrease the compensation of any individual at any time,
or to terminate any employment or other relationship between any individual and
the Corporation or any Subsidiary.

19.     NON-EXCLUSIVITY OF THE PLAN.

   Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individual or specifically to a particular
individual or individual(s) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan.

20.     WITHHOLDING.

   All awards and payments under the Plan which are made to employees of the
Corporation are subject to withholding of all applicable taxes and the
Corporation shall have the right to withhold from any such award under the Plan
or to collect as a condition of any payment under the Plan, as applicable, any
taxes required by law to be withheld. To the extent provided by the Committee,
an Optionee may elect to have shares of Stock withheld upon the exercise of an
Option, or to surrender to the Corporation shares of Stock already owned by the
Optionee, to fulfill any tax withholding obligation.


                                      13