WEDGESTONE FINANCIAL

                             1995 STOCK OPTION PLAN


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                                TABLE OF CONTENTS

                                                                            Page
SECTION  1.         General Purpose of Plan;
                    Definitions..............................................1

SECTION  2.         Administration...........................................2

SECTION  3.         Stock Subject to Plan....................................3

SECTION  4.         Eligibility..............................................3

SECTION  5.         Stock Options............................................3

SECTION  6.         Amendments and Termination...............................7

SECTION  7.         Unfunded Status of Plan..................................7

SECTION  8.         General Provisions.......................................7

SECTION  9.         Effective Date of Plan...................................8

SECTION 10.         Long-Term Capital Gains..................................8



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                              WEDGESTONE FINANCIAL

                             1995 STOCK OPTION PLAN

SECTION 1.        General Purpose of Plan; Definitions.

              The  name of this  plan is the  Wedgestone  Financial  1995  Stock
Option  Plan (the  "Plan").  The  purpose  of the Plan is to  enable  Wedgestone
Financial (the "Company") to retain and attract  employees and other significant
non-employees  who  contribute  to  the  Company's  success  by  their  ability,
ingenuity and industry,  and to enable such  individuals  to  participate in the
long-term  success  and  growth  of the  Company  by giving  them a  proprietary
interest in the Company.

              For purposes of the Plan, the following  terms shall be defined as
set forth below:

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

       b.     "Cause" means a felony  conviction of a participant or the failure
              of a  participant  to  contest  prosecution  for  a  felony,  or a
              participant's willful misconduct or dishonesty,  which is directly
              and  materially  harmful  to the  business  or  reputation  of the
              Company.

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

       d.     "Committee"  means the  Committee  referred to in Section 2 of the
              Plan.  If at any time no  Committee  shall be in office,  then the
              functions  of  the  Committee  specified  in  the  Plan  shall  be
              exercised by the Board.

       e.     "Company" means Wedgestone  Financial,  a business trust organized
              under the laws of the State of Massachusetts.

       f.     "Disability"  means permanent and total disability under standards
              established by the Committee.

       g.     "Disinterested  Person"  shall have the  meaning set forth in Rule
              16b-3(d)  (3)  as  promulgated  by  the  Securities  and  Exchange
              Commission  under  the  Securities  Exchange  Act of 1934,  or any
              successor definition adopted by the Commission.

       h.     "Early Retirement" means retirement, with consent of the Committee
              at the  time  of  retirement,  from  active  employment  with  the
              Company.

       i.     "Fair  Market  Value" means the value of the Stock on a given date
              as determined by the Committee in accordance  with the  applicable
              Treasury Department regulations under Section 422 of the Code with
              respect to "incentive stock portions."

       j.     "Incentive Stock Option" means any Stock Option intended to be and
              designated  as an "Incentive  Stock Option"  within the meaning of
              Section 422 of the Code.

       k.     "Non-Qualified Stock Option" means any Stock Option that is not an
              Incentive Stock Option, and is intended to be and is designated as
              a "Non-Qualified Stock Option."


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       i.     "Normal  Retirement"  means retirement from active employment with
              the  Company  and any  Subsidiary  or  Parent  Corporation  of the
              Company on or after age 65.

       m.     "Retirement" means Normal Retirement or Early Retirement.

       n.     "Stock" means the Common Stock of the Company.

       o.     "Stock  Option"  means  any  option  to  purchase  shares of stock
              granted pursuant to Section 5 below.

SECTION 2.          Administration.

              The Plan shall be  administered  by the Board of Directors or by a
Committee of not less than three Disinterested  Persons,  who shall be appointed
by the Board of  Directors of the Company and who shall serve at the pleasure of
the Board.

              The Committee  shall, to the extent  delegated by the Board,  have
the power and  authority  to grant  Stock  Options,  to eligible  employees  and
non-employees, pursuant to the terms of the Plan.

              In particular, the Committee shall have the authority:

       (a)    to select the  officers,  key  employees  of the  Company  and key
              non-employees  to whom  Stock  Options  from  time to time  may be
              granted hereunder;

       (b)    to determine whether and to what extent Incentive Stock Options or
              Non-Qualified Stock Options or a combination of the two, are to be
              granted hereunder;

       (c)    to determine the number of shares to be covered by each such award
              granted hereunder;

       (d)    to determine the terms and conditions,  not inconsistent  with the
              terms of the Plan, of any award granted hereunder (including,  but
              not limited to, any  restriction  on any Stock  Option  and/or the
              shares of Stock relating thereto);

       (e)    to determine whether,  to what extent and under what circumstances
              Stock and other  amounts  payable  with  respect to an award under
              this  Plan  shall  be  deferred  either  automatically  or at  the
              election of the participant.

              The Committee shall have the authority to adopt,  alter and repeal
such  administrative  rules,  guidelines and practices  governing the Plan as it
shall, from time to time, deem advisable;  to interpret the terms and provisions
of the Plan and any award  issued  under the Plan (and any  agreements  relating
thereto); and to otherwise supervise the administration of the Plan.

              All decisions made by the Committee  pursuant to the provisions of
the Plan shall be final and binding on all  persons,  including  the Company and
Plan participants.

SECTION 3.          Stock Subject to Plan.


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              The total  number of shares of Stock  reserved and  available  for
distribution  under the Plan shall be  1,000,000.  Such shares may  consist,  in
whole or in part, of authorized and unissued shares.

              If any  shares  that have been  optioned  cease to be  subject  to
Options,  such shares shall again be available  for  distribution  in connection
with future awards under the Plan.

              In  the  event  of  any  merger,  reorganization,   consolidation,
recapitalization,  stock dividend, other change in corporate structure affecting
the Stock,  or spin-off or other  distribution of assets to  shareholders,  such
substitution  or  adjustment  shall be made in the  aggregate  number  of shares
reserved  for  issuance  under the Plan,  and in the number and option  price of
shares  subject  to  outstanding  options  granted  under  the  Plan,  as may be
determined to be appropriate by the Committee, in its sole discretion,  provided
that the number of shares subject to any award shall always be a whole number.

SECTION 4.          Eligibility.

              Officers, other key employees of the Company and other significant
non-employees  who are responsible  for or contribute to the management,  growth
and/or  profitability  of the business of the Company are eligible to be granted
Stock  Options under the Plan.  The  optionees  under the Plan shall be selected
from time to time by the  Committee,  in its sole  discretion,  from among those
eligible, and the Committee shall determine, in its sole discretion,  the number
of shares covered by each award.

SECTION 5.          Stock Options.

              Any Stock Option  granted  under the Plan shall be in such form as
the Committee may from time to time approve.

              The Stock Options granted under the Plan may be of two types:  (i)
Incentive Stock Options and (ii) NonQualified Stock Options.  No Incentive Stock
Options shall be granted under the Plan ten (10) years from the date the Plan is
adopted by the Board of Directors.

              The  Committee  shall  have the  authority  to grant any  optionee
Incentive Stock Options,  Non-Qualified Stock Options, or both types of options.
To the extent that any option does not qualify as an Incentive Stock Option,  it
shall constitute a separate Non-Qualified Stock Option.

              Anything in the Plan to the contrary  notwithstanding,  no term of
this Plan relating to Incentive Stock Options shall be  interpreted,  amended or
altered,  nor shall any  discretion  or authority  granted  under the Plan be so
exercised,  so as to disqualify  either the Plan or any  Incentive  Stock Option
under  Section 422 of the Code.  The preceding  sentence  shall not preclude any
modification or amendment to an outstanding  Incentive Stock Option,  whether or
not such modification or amendment results in disqualification of such Option as
an Incentive  Stock  Option,  provided  the optionee  consents in writing to the
modification or amendment.

              Options  granted  under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

       (a)    Option  Price.  The  option  price per share of Stock  purchasable
              under a Stock Option shall be  determined  by the Committee at the
              time of grant.  In no event  shall the  option  price per share of
              Stock purchasable

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              under an  Incentive  Stock  Option  be less  than 100% of the Fair
              Market  Value of the Stock on the date of the grant of the option.
              In no event  shall the option  price per share of a  Non-Qualified
              Stock  Option  be less  than 85% of the Fair  Market  Value of the
              Stock on the date of the grant of the option.  If an employee owns
              or is deemed to own (by reason of the attribution rules applicable
              under  Section 425 (d) or the Code) more than 10% of the  combined
              voting  power  of all  classes  of  stock  of the  Company  and an
              Incentive  Stock  Option is granted to such  employee,  the option
              price shall be no less than 110% of the Fair  Market  Value of the
              Stock on the date the option is granted.  The Fair Market Value of
              the  shares  of Stock of the  Company  means  the  average  of the
              closing  prices  of the  sales  of  the  Stock  on any  securities
              exchange  on which  the stock  may at the time be  listed,  or the
              average of the  representative  bid and asked prices quoted in the
              NASDAQ Small-Cap Market. If at any time the Stock is not listed on
              a Securities  Exchange or quoted on the NASDAQ  Small-Cap  Market,
              the Fair  Market  Value of the Stock  shall be  determined  by the
              Committee.

       (b)    Option  Term.  The term of each Stock Option shall be fixed by the
              Committee, but no Incentive Stock Option shall be exercisable more
              than ten (10) years  after the date the option is  granted.  If an
              employee  owns or is deemed to own (by  reason of the  attribution
              rules of Section 425(d) of the Code) more than 10% of the combined
              voting  power  of all  classes  of  stock  of the  Company  and an
              Incentive  Stock Option is granted to such  employee,  the term of
              such option  shall be no more than five (5) years from the date of
              grant.

       (c)    Exercisability. Stock Options shall be exercisable at such time or
              times as determined by the Committee.  If the Committee  provides,
              in  its  discretion,  that  any  option  is  exercisable  only  in
              installments,  the Committee may waive such  installment  exercise
              provisions at any time. Notwithstanding the foregoing,  unless the
              Stock  Option  Agreement  provides  otherwise,  any  Stock  Option
              granted  under this Plan  shall be  exercisable  in full,  without
              regard  to  any  installment  exercise  provisions,  for a  period
              specified by the Company, but not to exceed sixty (60) days, prior
              to the occurrence of any of the following events:  (i) dissolution
              or  liquidation  of the Company other than in  conjunction  with a
              bankruptcy  of the  Company or any  similar  occurrence,  (ii) any
              merger, consolidation, acquisition, separation, reorganization, or
              similar  occurrence,  where the Company will not be the  surviving
              entity or (iii) the transfer of substantially all of the assets of
              the  Company  or  51% or  more  of the  outstanding  Stock  of the
              Company.

       (d)    Methods  of  Exercise.   Subject  to  any   installment   exercise
              provisions  to  which  they  are  subject,  Stock  Options  may be
              exercised in whole or in part at any time during the option period
              by giving written notice of exercise to the Company specifying the
              number of shares to be purchased. Such notice shall be accompanied
              by payment in full of the purchase  price,  either by certified or
              bank  check,  or by any other form of legal  consideration  deemed
              sufficient by the Committee and consistent with the Plan's purpose
              and  applicable  law,  including  promissory  notes or a  properly
              executed exercise notice together with irrevocable instructions to
              a broker  acceptable  to the  Company to  promptly  deliver to the
              Company the amount of sale or loan  proceeds  to pay the  exercise
              price.  As determined by the  Committee,  in its sole  discretion,
              payment  in  full  or in part  may  also  be  made in the  form of
              unrestricted  Stock already owned by the optionee  (based,  on the
              Fair  Market  Value  of  the  Stock  on the  date  the  option  is
              exercised,  as determined by the  Committee),  provided,  however,
              that, in the case of an Incentive Stock Option,  the right to make
              a payment in the form of already  owned  shares may be  authorized
              only at the time the option is granted.  If the terms of an option
              so permit,  an optionee may elect to pay all or part of the option
              exercise  price by having the Company  withhold from the shares of
              Stock that would  otherwise be issued upon exercise that number of
              shares of Stock having a Fair Market Value 

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              equal to the aggregate  option  exercise price for the shares with
              respect to which such  election is made.  No shares of Stock shall
              be issued  until  full  payment  therefor  has been  made.  Unless
              provided  otherwise  in the Stock  Option  Agreement,  an optionee
              shall  generally have the right to dividends and other rights of a
              shareholder  with  respect to shares  subject to the Stock  Option
              when the optionee has given written  notice of exercise,  has paid
              in full  for  such  shares,  and,  if  requested,  has  given  the
              representation described in Section 8(a).

       (e)    Non-transferability   of  Options.   No  Stock   Option  shall  be
              transferable by the optionee otherwise than by will or by the laws
              of  descent  and  distribution,  and all  Stock  Options  shall be
              exercisable, during the optionee's lifetime, only by the optionee.

       (f)    Termination by Death.  If an optionee's  employment by the Company
              terminates by reason of death,  the Stock Option may thereafter be
              immediately exercised,  to the extent then exercisable (or on such
              accelerated basis as the Committee shall determine),  by the legal
              representative  of the estate or by the  legatee  of the  optionee
              under the will of the  optionee,  for a period of three  years (or
              such shorter period as the Committee  shall specify at grant) from
              the date of such death or until the  expiration of the stated term
              of the option, whichever period is shorter.

       (g)    Termination by Reason of Disability.  If an optionee's  employment
              by the  Company  terminates  by  reason of  Disability,  any Stock
              Option held by such optionee may  thereafter be exercised,  to the
              extent  it was  exercisable  at the  time  of  termination  due to
              Disability (or on such  accelerated  basis as the Committee  shall
              determine),  but may not be  exercised  after three years (or such
              shorter  period as the Committee  shall specify at grant) from the
              date of such  termination of employment by reason of Disability or
              the expiration of the stated term of the option,  whichever period
              is the  shorter.  In the event of  termination  of  employment  by
              reason of  Disability,  if an Incentive  Stock Option is exercised
              after  the  expiration  of the  exercise  periods  that  apply for
              purposes of Section 422 of the Code, the option will thereafter be
              treated as a Non-Qualified Stock Option.

       (h)    Termination by Reason of Retirement.  If an optionee's  employment
              by the  Company  terminates  by  reason of  Retirement,  any Stock
              Option held by such  optionee may  thereafter  be exercised to the
              extent it was  exercisable  at the time of such  Retirement (or on
              such accelerated basis as the Committee shall determine),  but may
              not be  exercised  after  three years (or such  shorter  period as
              Committee   shall   specify  at  grant)  from  the  date  of  such
              termination  of employment or the expiration of the stated term of
              the  option,  whichever  period  is the  shorter.  In the event of
              termination of employment by reason of Retirement, if an Incentive
              Stock Option is  exercised  after the  expiration  of the exercise
              periods  that apply for  purposes  of Section  422 of the Code the
              option will thereafter be treated as a Non-Qualified Stock Option.

       (i)    Other Termination.  Unless otherwise  determined by the Committee,
              if an  optionee's  employment  by the Company  terminates  for any
              reason  other than  death,  Disability  or  Retirement,  the Stock
              Option shall  thereupon  terminate,  except that the option may be
              exercised to the extent it was exercisable at such termination for
              the lesser of three months or the balance of the option's  term if
              the  optionee is  involuntarily  terminated  without  Cause by the
              Company.

       (j)    Annual Limit on Incentive Stock Options. The aggregate Fair Market
              Value  (determined  as of the time the Stock Option is granted) of
              the common Stock with  respect to which an 


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              Incentive  Stock  Option  under this Plan or any other plan of the
              Company is  exercisable  for the first time by an optionee  during
              any calendar year shall not exceed $100,000.

       (k)    No Equity  Interest.  An optionee shall have no equity interest in
              the Company or any voting, dividend,  liquidation,  or dissolution
              rights with  respect to any Stock of the Company  solely by reason
              of having a Stock Option. Furthermore, prior to the exercise of an
              optionee's Stock Option,  that optionee shall have no interest in,
              or any voting,  dividend,  liquidation or dissolution  rights with
              respect to, the Common Stock relating to that Stock Option.

SECTION 6.          Amendments and Termination.

              The  Board may  amend,  alter,  or  discontinue  the Plan,  but no
amendment,  alteration,  or discontinuation  shall be made (i) which impairs the
rights of an optionee or participant  under a Stock Option granted,  without the
optionee's  consent,  or (ii) which without the approval of the  stockholders of
the  Company  would cause the Plan to no longer  comply with  Section 422 of the
Code or any other regulatory requirements.

              The  Committee  may  amend  the  terms  of  any  award  or  option
theretofore granted,  prospectively or retroactively,  but, subject to Section 3
above,  no such  amendment  shall impair the rights of any holder without his or
her consent.  The Committee may also substitute new Stock Options for previously
granted  options,  including  previously  granted  options  having higher option
prices.

SECTION 7.          Unfunded Status of Plan.

              The  Plan  is  intended  to  constitute  an  "unfunded"  plan  for
incentive  compensation.  With  respect  to  any  payments  not  yet  made  to a
participant or optionee by the Company,  nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to  deliver  Stock or  payments  in lieu of or with  respect  to awards
hereunder,  provided,  however,  that  the  existence  of such  trusts  or other
arrangements is consistent with the unfunded status of the Plan.

SECTION 8.          General Provisions.

       (a)    The Committee may require each person  purchasing  shares pursuant
              to a Stock  Option  under the Plan to  represent to and agree with
              the Company in writing that the  optionee is acquiring  the shares
              without a view to distribution  thereof. The certificates for such
              shares  may  include  any  legend   which  the   Committee   deems
              appropriate to reflect any restrictions on transfer.

              All  certificates  for  shares of Stock  delivered  under the Plan
              pursuant  to any  Stock  Option  shall be  subject  to such  stock
              transfer  orders and other  restrictions as the Committee may deem
              advisable under the rules, regulations,  and other requirements of
              the  Securities and Exchange  Commission,  any stock exchange upon
              which the Stock is then  listed,  and any  applicable  Federal  or
              state  securities  laws,  and the  Committee may cause a legend or
              legends  to be put on any such  certificates  to make  appropriate
              reference to such restrictions.

       (b)    Nothing  contained  in this Plan  shall  prevent  the  Board  from
              adopting other or additional compensation arrangements, subject to
              stockholder  approval  if such  approval  is  required;  and  such
              arrangements may be either generally applicable or applicable only
              in specific cases.  The adoption of the Plan shall not 

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              confer upon any  employee  of the  Company any right to  continued
              employment  with the  Company,  as the case may be,  nor  shall it
              interfere  in any way with the right of the  Company to  terminate
              the employment of any of its employees at any time.

       (c)    Each  participant  shall,  no later  than the date as of which any
              part  of  the  value  of an  award  first  becomes  includable  as
              compensation  in the gross income of the  participant  for Federal
              income tax  purposes,  pay to the  Company,  or make  arrangements
              satisfactory to the Committee  regarding  payment of, any Federal,
              state,  or local taxes of any kind  required by law to be withheld
              with respect to the award.  The  obligations  of the Company under
              the Plan shall be conditional on such payment or arrangements  and
              the Company shall, to the extent  permitted by law, have the right
              to deduct any such taxes  from any  payment of any kind  otherwise
              due to the participant.  With respect to any award under the Plan,
              if the terms of such award so permit,  a participant  may elect by
              written  notice  to the  Company  to  satisfy  part  or all of the
              withholding  tax  requirements  associated  with the  award by (i)
              authorizing  the  Company  to retain  from the number of shares of
              Stock that would otherwise be deliverable to the  participant,  or
              (ii)  delivering to the Company from shares of Stock already owned
              by the participant, that number of shares having an aggregate Fair
              Market  Value  equal  to  part or all of the  tax  payable  by the
              participant under this Section 8(c). Any such election shall be in
              accordance  with,  and subject to,  applicable  tax and securities
              laws, regulations and rulings.

SECTION 9.          Effective Date of Plan.

              The Plan shall be  effective  on the date it is approved by a vote
of the holders of a majority of the Stock  present and entitled to vote (whether
in person or by proxy) at a meeting of the Company's shareholders.

SECTION 10.         Long-Term Capital Gains.

              Incentive Stock Options granted pursuant to this Plan are intended
to qualify for long-term capital gains treatment available, under the provisions
of Sections  421(a) and 422 of the Code. As of January 1, 1994,  eligibility for
such tax treatment  required that no  disposition  of shares of Stock be made by
the optionee (i) within two (2) years from the date the  Incentive  Stock Option
is  granted,  or (ii) within one (1) year of the date the Stock  underlying  the
Incentive Stock Option is transferred to him.

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