EXHIBIT 10(C)

                         WYMAN PARK BANCORPORATION, INC.
                      1999 STOCK OPTION AND INCENTIVE PLAN

     1. Plan  Purpose.  The  purpose  of the Plan is to  promote  the  long-term
interests  of the  Corporation  and its  stockholders  by  providing a means for
attracting  and retaining  directors,  advisory  directors,  directors  emeriti,
officers and employees of the  Corporation  and its  Affiliates.  It is intended
that  designated  Options  granted  pursuant to the  provisions  of this Plan to
persons  employed by the Corporation or its Affiliates will qualify as Incentive
Stock  Options.  Options  granted  to  persons  who  are not  employees  will be
Non-Qualified Stock Options.

     2. Definitions. The following definitions are applicable to the Plan:

     "Affiliate" - means any "parent corporation" or "subsidiary corporation" of
the  Corporation,  as  such  terms  are  defined  in  Section  424(e)  and  (f),
respectively, of the Code.

     "Association" - means Wyman Park Federal Savings & Loan Association and any
successor entity.

     "Award" - means the grant of an Incentive  Stock  Option,  a  Non-Qualified
Stock Option, a Stock Appreciation  Right, a Limited Stock Appreciation Right or
any combination thereof, as provided in the Plan.

     "Code" - means the Internal Revenue Code of 1986, as amended.

     "Committee" - means the Committee of the Board of Directors  referred to in
Section 3 hereof.

     "Continuous Service" - means the absence of any interruption or termination
of service as a  director,  advisory  director,  director  emeritus,  officer or
employee of the Corporation or an Affiliate,  except that when used with respect
to  persons  granted  an  Incentive  Stock  Option  means  the  absence  of  any
interruption  or termination of service as an Employee of the  Corporation or an
Affiliate.  Service  shall  not be  considered  interrupted  in the case of sick
leave,  military leave or any other leave of absence approved by the Corporation
or any Affiliate or in the case of transfers  between  payroll  locations of the
Corporation or between the  Corporation,  its Affiliates or its successor.  With
respect to any advisory director or director emeritus,  continuous service shall
mean the  availability  to perform  such  functions  as may be  required of such
persons.

     "Corporation" - means Wyman Park Bancorporation, Inc.

     "Disability" - means any physical or mental  impairment  which  qualifies a
director,   advisory  director,  director  emeritus,  officer  or  employee  for
disability benefits under any applicable long-term disability plan maintained by
the Association or an Affiliate, or, if no such plan applies, which

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renders such employee or director,  in the judgment of the Committee,  unable to
perform his customary duties and responsibilities.

     "Early  Retirement"  --  means  retirement  from  employment  with  or as a
director,  advisory  director,  or emeritus director of the Corporation prior to
the  Participant  either  (i)  having  reached  the  age  of 62 or  (ii)  having
maintained Continuous Service for at least three years.

     "Employee" - means any person,  including  an officer or  director,  who is
employed by the Corporation or any Affiliate.

     "ERISA" - means the Employee  Retirement  Income  Security Act of 1974,  as
amended.

     "Exercise Price" - means (i) in the case of an Option,  the price per Share
at which the Shares  subject to such Option may be  purchased  upon  exercise of
such Option and (ii) in the case of a Right, the price per Share (other than the
Market  Value per Share on the date of exercise and the Offer Price per Share as
defined in Section 10 hereof) which, upon grant, the Committee  determines shall
be utilized in  calculating  the aggregate  value which a  Participant  shall be
entitled to receive  pursuant  to  Sections 9, 10 or 12 hereof upon  exercise of
such Right.

     "Incentive  Stock Option" - means an option to purchase  Shares  granted by
the Committee  pursuant to Section 6 hereof which is subject to the  limitations
and  restrictions  of Section 8 hereof and is intended to qualify  under Section
422(b) of the Code.

     "Limited Stock Appreciation  Right" - means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Sections 6 and 10 hereof.

     "Market  Value" - means the average of the high and low quoted  sales price
on the date in question  (or, if there is no reported  sale on such date, on the
last  preceding  date on which any  reported  sale  occurred)  of a Share on the
Composite  Tape for the New York Stock  Exchange-Listed  Stocks,  or, if on such
date the  Shares  are not quoted on the  Composite  Tape,  on the New York Stock
Exchange,  or, if the  Shares  are not  listed or  admitted  to  trading on such
Exchange,  on the principal United States securities  exchange  registered under
the  Securities  Exchange Act of 1934 on which the Shares are listed or admitted
to trading,  or, if the Shares are not listed or admitted to trading on any such
exchange,  the mean between the closing high bid and low asked  quotations  with
respect  to a Share on such date on the  Nasdaq  Stock  Market,  or any  similar
system then in use, or, if no such  quotations  are  available,  the fair market
value on such date of a Share as the Committee shall determine.

     "Non-Employee  Director"  - means a director  who (a) is not  currently  an
officer or  employee  of the  Corporation;  (b) is not a former  employee of the
Corporation  who receives  compensation  for prior  services  (other than from a
tax-qualified  retirement plan); (c) has not been an officer of the Corporation;
(d) does not receive  renumeration  from the  Corporation  in any capacity other
than  as a  director;  and  (e)  does  not  possess  an  interest  in any  other
transactions or is not engaged in a business  relationship  for which disclosure
would be required under Item 404(a) or (b) of Regulation S-K.

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     "Non-Qualified  Stock Option" - means an option to purchase  Shares granted
by the Committee pursuant to Section 6 hereof,  which is not intended to qualify
under Section 422(b) of the Code.

     "Normal  Retirement"  --  means  retirement  from  employment  with or as a
director,  advisory director,  or emeritus director of the Corporation after the
Participant has (i) reached the age of 65 and (ii) maintained Continuous Service
for at least three years.

     "Option" - means an Incentive Stock Option or a Non-Qualified Stock Option.

     "Participant" - means any director,  advisory director,  director emeritus,
officer or employee of the  Corporation  or any Affiliate who is selected by the
Committee to receive an Award or who is granted an Award.

     "Plan" - means the 1999 Stock Option and Incentive Plan of the Corporation.

     "Related"  - means (i) in the case of a Right,  a Right which is granted in
connection with, and to the extent exercisable, in whole or in part, in lieu of,
an Option or  another  Right and (ii) in the case of an Option,  an Option  with
respect to which and to the extent a Right is exercisable,  in whole or in part,
in lieu thereof has been granted.

     "Right" - means a Limited Stock  Appreciation Right or a Stock Appreciation
Right.

     "Shares"  - means the  common  stock,  par value  $0.01 per  share,  of the
Corporation.

     "Stock  Appreciation Right" - means a stock appreciation right with respect
to Shares granted by the Committee pursuant to Sections 6 and 9 hereof.

     3. Administration. The Plan shall be administered by a Committee consisting
of two or more  members,  each of whom  shall be a  Non-Employee  Director.  The
members of the  Committee  shall be  appointed  by the Board of Directors of the
Corporation.  Except as  limited  by the  express  provisions  of the Plan,  the
Committee  shall have sole and complete  authority and  discretion to (i) select
Participants and grant Awards; (ii) determine the number of Shares to be subject
to types of Awards generally,  as well as to individual Awards granted under the
Plan;  (iii)  determine  the terms and  conditions  upon which  Awards  shall be
granted  under  the  Plan;  (iv)  prescribe  the form and  terms of  instruments
evidencing such grants;  and (v) establish from time to time regulations for the
administration  of the Plan,  interpret  the Plan,  and make all  determinations
deemed necessary or advisable for the administration of the Plan.

     A majority of the Committee  shall  constitute a quorum,  and the acts of a
majority of the members present at any meeting at which a quorum is present,  or
acts  approved  in  writing by a ma jority of the  Committee  without a meeting,
shall be acts of the Committee.

     4. Participation in Committee Awards. The Committee may select from time to
time Participants in the Plan from those directors (including advisory directors
and directors emeriti),


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officers and employees of the  Corporation or its Affiliates who, in the opinion
of  the  Committee,  have  the  capacity  for  contributing  to  the  successful
performance of the Corporation or its Affiliates.

       5. Shares  Subject to Plan.  Subject to  adjustment  by the  operation of
Section 11 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 101,171 of the common shares of the  Corporation.  The
Shares  with  respect  to which  Awards may be made under the Plan may be either
authorized  and  unissued  shares  or  issued  shares  heretofore  or  hereafter
reacquired  and held as  treasury  shares.  Shares  which are subject to Related
Rights and Related Options shall be counted only once in determining whether the
maximum  number of Shares with respect to which Awards may be granted  under the
Plan has been exceeded. An Award shall not be considered to have been made under
the Plan with respect to any Option or Right which terminates and new Awards may
be granted  under the Plan with respect to the number of Shares as to which such
termination has occurred.

     6. General Terms and Conditions of Options and Rights.  The Committee shall
have full and complete  authority and discretion  except as expressly limited by
the Plan, to grant Options and/or Rights and to provide the terms and conditions
(which need not be identical among  Participants)  thereof.  In particular,  the
Committee shall  prescribe the following terms and conditions:  (i) the Exercise
Price of any Option or Right,  which shall not be less than the Market Value per
Share at the date of grant of such  Option or Right,  (ii) the  number of Shares
subject to, and the expiration  date of, any Option or Right,  which  expiration
date shall not exceed ten years from the date of grant,  (iii) the manner,  time
and rate (cumulative or otherwise) of exercise of such Option or Right, and (iv)
the restrictions,  if any, to be placed upon such Option or Right or upon Shares
which may be issued upon exercise of such Option or Right. The Committee may, as
a condition of granting any Option or Right,  require that a  Participant  agree
not to thereafter  exercise one or more Options or Rights previously  granted to
such  Participant.  No individual  shall be granted  Awards in any calendar year
with respect to more than 25,292  shares,  subject to  adjustment as provided in
Section 11.

     At the time of any Award,  the  Participant  shall enter into an  agreement
with the Corporation in a form specified by the Committee, agreeing to the terms
and conditions of the Award and such other matters as the Committee, in its sole
discretion, shall determine (the "Option Agreement").

     7. Exercise of Options or Rights.

(a)  Except as provided herein,  an Option or Right granted under the Plan shall
     be exercisable  during the lifetime of the  Participant to whom such Option
     or Right was granted only by such  Participant  and,  except as provided in
     paragraphs  (c) and (d) of this  Section 7, no such  Option or Right may be
     exercised  unless at the time such  Participant  exercises  such  Option or
     Right, such Participant has maintained Continuous Service since the date of
     grant of such Option or Right.

(b)  To exercise an Option or Right under the Plan, the Participant to whom such
     Option or Right was granted shall give written notice to the Corporation in
     form  satisfactory  to the Committee  (and, if partial  exercises have been
     permitted by the Committee, by specifying the number of Shares with respect
     to which such Participant elects to exercise such Option or Right) together


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     with full payment of the Exercise Price, if any and to the extent required.
     The date of exercise  shall be the date on which such notice is received by
     the Corporation.  Payment, if any is required,  shall be made either (i) in
     cash (including check, bank draft or money order) or (ii) by delivering (A)
     Shares  already  owned by the  Participant  and having a fair market  value
     equal to the  applicable  Exercise  Price,  such  fair  market  value to be
     determined in such  appropriate  manner as may be provided by the Committee
     or as may be required in order to comply with or to conform to requirements
     of any  applicable  laws or  regulations,  or (B) a combination of cash and
     such Shares.

(c)  If a  Participant  to whom an Option or Right was  granted  shall  cease to
     maintain  Continuous  Service  for any reason  other than  termination  for
     cause,  such  Participant  may,  but only within the period of three months
     immediately succeeding such cessation of Continuous Service and in no event
     after the expiration date of such Option or Right,  exercise such Option or
     Right to the extent that such  Participant  was  entitled to exercise  such
     Option or Right at the date of such cessation, provided, however, that such
     right of  exercise  after  cessation  of  Continuous  Service  shall not be
     available to a Participant  if the Committee  otherwise  determines  and so
     provides in the applicable  instrument or instruments  evidencing the grant
     of such Option or Right.  If a  Participant  to whom an Option or Right was
     granted  shall  cease to  maintain  Continuous  Service by reason of death,
     Normal  Retirement,  Early  Retirement,  or  Disability  then,  unless  the
     Committee  shall have otherwise  provided in the instrument  evidencing the
     grant of an Option or Right,  all Options and Rights  granted and not fully
     exercisable  shall become  exercisable  in full upon the  happening of such
     event and shall  remain  so  exercisable  (i) in the event of death for the
     period  described in paragraph  (d) of this Section 7 and (ii) in the event
     of Normal Retirement, Early Retirement or Disability, for a period of three
     months  following such date. If the Continuous  Service of a Participant to
     whom an Option or Right was granted by the  Corporation  is terminated  for
     cause,  all  rights  under any  Option or Right of such  Participant  shall
     expire  immediately  upon the giving to the  Participant  of notice of such
     termination.

(d)  In the event of the death of a Participant while in the Continuous  Service
     of the  Corporation  or an  Affiliate  or  within  the  three-month  period
     referred  to in  paragraph  (c) of this  Section  7, the person to whom any
     Option  or  Right  held by the  Participant  at the  time of his  death  is
     transferred by will or the laws of descent and distribution, or in the case
     of an Award other than an Incentive  Stock Option,  pursuant to a qualified
     domestic relations order, as defined in the Code or Title I of ERISA or the
     rules  thereunder may, but only to the extent such Participant was entitled
     to  exercise  such  Option or Right as set forth in  paragraph  (c) of this
     Section 7, exercise such Option or Right at any time within a period of one
     year  succeeding  the date of death  of such  Participant,  but in no event
     later  than ten  years  from the date of  grant of such  Option  or  Right.
     Following the death of any  Participant to whom an Option was granted under
     the Plan,  irrespective of whether any Related Right shall have theretofore
     been granted to the  Participant or whether the person entitled to exercise
     such Related Right desires to do so, the Committee  may, as an  alternative
     means of settlement of such Option, elect to pay to the person to whom such
     Option is transferred  by will or by the laws of descent and  distribution,
     or in the case of an Option other than an Incentive Stock Option,  pursuant
     to a qualified  domestic relations order, as defined in the Code or Title I
     of ERISA or the rules


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     thereunder,  the amount by which the Market  Value per Share on the date of
     exercise of such Option  shall  exceed the  Exercise  Price of such Option,
     multiplied  by the number of Shares  with  respect to which such  Option is
     properly exercised. Any such settlement of an Option shall be considered an
     exercise of such Option for all purposes of the Plan.

     8. Incentive Stock Options.  Incentive Stock Options may be granted only to
Participants  who are  Employees.  Any  provision  of the  Plan to the  contrary
notwithstanding,  (i) no  Incentive  Stock Option shall be granted more than ten
years  from the  date the Plan is  adopted  by the  Board of Di  rectors  of the
Corporation  and no Incentive  Stock Option shall be  exercisable  more than ten
years from the date such  Incentive  Stock Option is granted,  (ii) the Exercise
Price of any Incentive  Stock Option shall not be less than the Market Value per
Share on the date of grant of such Incentive  Stock Option,  (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such Incentive
Stock  Option  is  granted  other  than  by  will or the  laws  of  descent  and
distribution,  and shall be exercisable during such Participant's  lifetime only
by such  Participant,  (iv) no  Incentive  Stock  Option shall be granted to any
individual who, at the time such Incentive  Stock Option is granted,  owns stock
possessing  more than ten  percent  of the total  combined  voting  power of all
classes of stock of the  Corporation or any Affiliate  unless the Exercise Price
of such  Incentive  Stock Option is at least 110 percent of the Market Value per
Share at the date of grant and such  Incentive  Stock Option is not  exercisable
after the expiration of five years from the date such Incentive  Stock Option is
granted,  and (v) the  aggregate  Market  Value  (determined  as of the time any
Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock  Options  are  exercisable  for the  first  time by a  Participant  in any
calendar year shall not exceed $100,000.

     9. Stock  Appreciation  Rights. A Stock  Appreciation Right shall, upon its
exercise,  entitle the  Participant  to whom such Stock  Appreciation  Right was
granted to  receive a number of Shares or cash or  combination  thereof,  as the
Committee in its discretion shall determine, the aggregate value of which (i.e.,
the sum of the  amount of cash  and/or  Market  Value of such  Shares on date of
exercise)  shall  equal (as nearly as  possible,  it being  understood  that the
Corporation  shall not  issue any  fractional  shares)  the  amount by which the
Market  Value per Share on the date of such  exercise  shall exceed the Exercise
Price of such Stock Appreciation Right,  multiplied by the number of Shares with
respect of which such Stock  Appreciation  Right  shall have been  exercised.  A
Stock  Appreciation  Right  may be  Related  to an  Option  or  may  be  granted
independently  of any  Option as the  Committee  shall from time to time in each
case determine.  At the time of grant of an Option the Committee shall determine
whether and to what extent a Related Stock  Appreciation  Right shall be granted
with respect thereto; provided, however, and notwithstanding any other provision
of the Plan,  that if the  Related  Option is an  Incentive  Stock  Option,  the
Related  Stock  Appreciation  Right  shall  satisfy  all  the  restrictions  and
limitations of Section 8 hereof as if such Related Stock Appreciation Right were
an Incentive Stock Option and as if other rights which are Related to In centive
Stock Options were  Incentive  Stock Options.  In the case of a Related  Option,
such Related  Option shall cease to be  exercisable  to the extent of the Shares
with respect to which the Related Stock Appreciation  Right was exercised.  Upon
the exercise or termination of a Related Option,  any Related Stock Appreciation
Right  shall  terminate  to the extent of the Shares  with  respect to which the
Related Option was exercised or terminated.


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     10. Limited Stock Appreciation Rights. At the time of grant of an Option or
Stock Appreciation  Right to any Participant,  the Committee shall have full and
complete  authority and  discretion to also grant to such  Participant a Limited
Stock  Appreciation  Right which is Related to such Option or Stock Appreciation
Right;  provided,  however and  notwithstanding any other provision of the Plan,
that if the Related  Option is an Incentive  Stock Option,  the Related  Limited
Stock  Appreciation  Right shall satisfy all the restrictions and limitations of
Section 8 hereof as if such Related  Limited  Stock  Appreciation  Right were an
Incentive Stock Option and as if all other Rights which are Related to Incentive
Stock Options were Incentive Stock Options.  Notwithstanding any other provision
of the Plan, a Limited Stock Appreciation Right shall be exercisable only during
the period  beginning on the first day  following  the date of expiration of any
"offer" (as such term is hereinafter  defined) and ending on the forty-fifth day
following such date.

     A Limited Stock  Appreciation  Right shall, upon its exercise,  entitle the
Participant to whom such Limited Stock Appreciation Right was granted to receive
an amount of cash equal to the  amount by which the "Offer  Price per Share" (as
such  term is  hereinafter  defined)  or the  Market  Value  on the date of such
exercise,  as shall have been provided by the Committee in its discretion at the
time  of  grant,   shall  exceed  the  Exercise  Price  of  such  Limited  Stock
Appreciation  Right,  multiplied  by the number of Shares with  respect to which
such  Limited  Stock  Appreciation  Right  shall have been  exercised.  Upon the
exercise  of a Limited  Stock  Appreciation  Right,  any Related  Option  and/or
Related Stock  Appreciation Right shall cease to be exercisable to the extent of
the Shares  with  respect to which such  Limited  Stock  Appreciation  Right was
exercised. Upon the exercise or termination of a Related Option or Related Stock
Appreciation  Right,  any  Related  Li  mited  Stock  Appreciation  Right  shall
terminate to the extent of the Shares with respect to which such Related  Option
or Related Stock Appreciation Right was exercised or terminated.

     For the purposes of this Section 10, the term "Offer" shall mean any tender
offer or  exchange  offer for  Shares  other  than one made by the  Corporation,
provided that the corporation,  person or other entity making the offer acquires
pursuant  to such offer  either (i) 25% of the  Shares  outstanding  immediately
prior  to the  commencement  of such  offer or (ii) a number  of  Shares  which,
together  with all other Shares  acquired in any tender offer or exchange  offer
(other than one made by the Corporation)  which expired within sixty days of the
expiration date of the offer in question,  equals 25% of the Shares  outstanding
immediately prior to the commencement of the offer in question.  The term "Offer
Price per Share" as used in this  Section 10 shall  mean the  highest  price per
Share  paid in any Offer  which  Offer is in effect  any time  during the period
beginning  on the  sixtieth  day  prior  to the date on  which a  Limited  Stock
Appreciation  Right is  exercised  and ending on the date on which such  Limited
Stock Appreciation Right is exercised. Any securities or property which are part
or all of the  consideration  paid for  Shares in the  Offer  shall be valued in
determining the Offer Price per Share at the higher of (A) the valuation  placed
on such securities or property by the corporation, person or other entity making
such Offer or (B) the  valuation  placed on such  securities  or property by the
Committee.

     11. Adjustments Upon Changes in Capitalization.  In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any  reorganization,  re capitalization,  stock split,  stock dividend,  cash
distribution  in excess of normal  dividend  levels,  combination or exchange of
Shares, merger, consolidation or any change in the corporate structure


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or Shares of the Corporation,  the maximum aggregate number,  class and Exercise
Price of shares as to which Awards may be granted  under the Plan and the number
and class of Shares with respect to which Awards  theretofore  have been granted
under  the  Plan  shall  be  appropriately  adjusted  by  the  Committee,  whose
determination shall be conclusive.

     12.  Effect  of  Merger.  In the  event  of any  merger,  consolidation  or
combination  of  the  Corporation   (other  than  a  merger,   consolidation  or
combination in which the Corporation is the continuing entity and which does not
result in the outstanding Shares being converted into or exchanged for different
securities,  cash or other property,  or any combination  thereof) pursuant to a
plan or agreement  the terms of which are binding upon all  stockholders  of the
Corporation (except to the extent that dissenting  stockholders may be entitled,
under  statutory  provisions  or  provisions  contained  in the  certificate  of
incorporation,  to receive the appraised or fair value of their  holdings),  any
Participant  to whom an Option or Right has been  granted  shall  have the right
(subject to the pro visions of the Plan and any  limitation  applicable  to such
Option or Right),  thereafter  and during the term of each such Option or Right,
to receive  upon  exercise  of any such  Option or Right an amount  equal to the
excess of the fair market value on the date of such exercise of the  securities,
cash or other  property,  or combination  thereof,  receivable upon such merger,
consolidation  or  combination  in respect of a Share over the Exercise Price of
such Right or Option,  multiplied  by the number of Shares with respect to which
such Option or Right shall have been exercised. Such amount may be payable fully
in cash,  fully in one or more of the kind or kinds of property  payable in such
merger,  consolidation  or  combination,  or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.

     13.  Effect of Change  in  Control.  Each of the  events  specified  in the
following clauses (i) through (iii) of this Section 13 shall be deemed a "change
of  control":  (i) any third  person,  including a "group" as defined in Section
13(d)(3) of the  Securities  Exchange Act of 1934, as amended,  shall become the
beneficial  owner of shares of the Corporation with respect to which 25% or more
of the total  number of votes for the  election of the Board of Directors of the
Corporation  may be cast,  (ii) as a result of, or in connection  with, any cash
tender offer, merger or other business combination,  sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Corporation  shall cease to  constitute  a majority of the Board of Directors of
the Corporation,  or (iii) the stockholders of the Corporation  shall approve an
agreement providing either for a transaction in which the Corporation will cease
to  be  an  independent  publicly-owned  corporation  or  for a  sale  or  other
disposition of all or substantially  all the assets of the  Corporation.  Upon a
change in control,  unless the Committee  shall have  otherwise  provided in the
applicable  Option  Agreement,   all  Options  and  Stock  Appreciation   rights
theretofore  granted  and not fully  exercisable  shall  become  exercisable  in
accordance  with  their  terms;  provided,  however,  that no  Option  or  Stock
Appreciation  Right which has previously been exercised or otherwise  terminated
shall become exercisable.

     14.  Assignments  and  Transfers.  No Award nor any right or  interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned,  encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution or in the case of
Awards  other than  Incentive  Stock  Options  pursuant to a qualified  domestic
relations  order,  as  defined  in the Code or  Title I of  ERISA  or the  rules
thereunder.


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     15.  Employee  Rights  Under  the Plan.  No  director,  advisory  director,
director  emeritus,  officer or employee  shall have a right to be selected as a
Participant nor, having been so selected,  to be selected again as a Participant
and no director,  advisory  director,  director emeritus,  officer,  employee or
other person shall have any claim or right to be granted an Award under the Plan
or  under  any  other  incentive  or  similar  plan  of the  Corporation  or any
Affiliate.  Neither the Plan nor any action taken  thereunder shall be construed
as giving any Employee any right to be retained in the employ of the Corporation
or any Affiliate.

     16. Delivery and  Registration of Stock.  The  Corporation's  obligation to
deliver Shares with respect to an Award shall, if the Committee so requests,  be
conditioned upon the receipt of a representation as to the investment  intention
of the Participant to whom such Shares are to be delivered,  in such form as the
Committee  shall  determine  to be  necessary  or  advisable  to comply with the
provisions of the Securities  Act of 1933 or any other  Federal,  state or local
securities legislation or regulation. It may be provided that any representation
requirement shall become  inoperative upon a registration of the Shares or other
action  eliminating the necessity of such  representation  under such Securities
Act or other securities  legislation.  The Corporation  shall not be required to
deliver any Shares  under the Plan prior to (i) the  admission of such Shares to
listing on any stock  exchange on which Shares may then be listed,  and (ii) the
completion of such regis tration or other qualification of such Shares under any
state or Federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.

     This Plan is  intended  to  comply  with Rule  16b-3  under the  Securities
Exchange Act of 1934. Any provision of the Plan which is inconsistent  with said
Rule shall,  to the extent of such  inconsistency,  be inoperative and shall not
affect the validity of the remaining provisions of the Plan.

     17.  Withholding  Tax. The Corporation  shall have the right to deduct from
all amounts  paid in cash with respect to the exercise of a Right under the Plan
any taxes  required by law to be withheld  with  respect to such cash  payments.
Where a Participant  or other person is entitled to receive  Shares  pursuant to
the exercise of an Option or Right pursuant to the Plan, the  Corporation  shall
have the  right to  require  the  Participant  or such  other  person to pay the
Corporation  the  amount  of any taxes  which the  Corporation  is  required  to
withhold with respect to such Shares, and may, in its sole discretion,  withhold
sufficient Shares to cover the amount of taxes which the Corporation is required
to withhold.  No  discretion or choice shall be conferred  upon any  Participant
with respect to the form, timing or method of any such tax withholding.

     18. Amendment or Termination. The Board of Directors of the Corporation may
amend,  suspend or terminate the Plan or any portion thereof at any time, but no
amendment shall be made without  approval of the stockholders of the Corporation
which shall (i) materially  increase the aggregate number of Shares with respect
to which  Awards  may be made  under  the Plan,  (ii)  materially  increase  the
aggregate  number of Shares which may be subject to Awards to  Participants  who
are not Employees,  or (iii) change the class of persons eligible to participate
in  the  Plan;  provided,  however,  that  no  such  amendment,   suspension  or
termination shall impair the rights of any Participant,  without his consent, in
any Award theretofore made pursuant to the Plan.


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<PAGE>

     19.  Effective Date and Term of Plan. The Plan shall become  effective upon
its ratification by stockholders of the Corporation. It shall continue in effect
for a term of ten years unless sooner terminated under Section 18 hereof.

     20. Initial Grants. By, and simultaneously with,  ratification of this Plan
by the Corporation's stockholders,  each member of the Board of Directors of the
Corporation at the time of the stockholders  ratification of the Plan who is not
an Employee, is hereby granted a ten year, NonQualified Stock Option to purchase
5,058 Shares of the  Corporation's  common stock at an Exercise  Price per Share
equal to the Market Value of the Corporation's common stock on the date of grant
of the Option.  Each such Option  shall be evidenced  by a  Non-Qualified  Stock
Option agreement in a form approved by the Board of Directors of the Corporation
and shall be subject in all respects to the terms and  conditions  of this Plan,
which are controlling.

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