Exhibit 10.17

                            FIRST LEHIGH CORPORATION

                       1997 NONQUALIFIED STOCK OPTION PLAN

     1. Purpose. The purpose of the First Lehigh Corporation 1997 Nonqualified
Stock Option Plan (the "Plan") is to further the growth, development and
financial success of First Lehigh Corporation (the "Company") and the
subsidiaries of the Company by providing additional incentives to those officers
who are responsible for the management of the business affairs of the Company
and/or subsidiaries of the Company, which will enable them to participate
directly in the growth of the capital stock of the Company. The Company intends
that the Plan will facilitate securing, retaining and motivating management
employees of high caliber and potential. To accomplish these purposes, the Plan
provides a means whereby employees may receive stock options ("Options") to
purchase the Company's Common Stock, $.01 par value (the "Common Stock").

     2. Administration.

     (a) Administration by the Board. The Plan shall be administered by the
Company's Board of Directors (the "Board").

     (b) Authority of the Board. The Board shall have full and final authority,
in its sole discretion, to interpret the provisions of the Plan and to decide
all questions of fact arising in its application; to determine the employees to
whom Options shall be granted and the type, amount, size and terms of each such
grant; to determine the time when Options shall be granted; and to make all
other determinations necessary or advisable for the administration of the Plan.
All decisions, determinations and interpretations of the Board shall be final
and binding on all optionees and all other holders of Options granted under the
Plan.

     3. Stock Subject to the Plan. Subject to Section 16 hereof, the shares that
may be issued under the Plan shall not exceed in the aggregate 75,000 shares of
Common Stock. Such shares may be authorized and unissued shares or shares issued
and subsequently reacquired by the Company. Except as otherwise provided herein,
any shares subject to an Option that for any reason expires or is terminated
unexercised as to such shares shall again be available under the Plan.

     4. Eligibility To Receive Options. Persons eligible to receive Options
under the Plan shall be limited to those officers and key employees of the
Company and any subsidiary of the Company (as defined in Section 425 of the Code
or any amendment or substitute thereto) who are in positions in which their
decisions, actions and counsel significantly impact upon the profitability and
success of the Company or any subsidiary of the Company. Directors of the
Company who are not also officers or employees of the Company or any subsidiary
of the Company shall not be eligible to participate in the Plan. Notwithstanding
anything to the contrary set forth in the Plan, the maximum number of shares of
Common Stock for which Options may be granted to any employee in any calendar
year shall be 50,000 shares.


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     5. Type of Options. Grants may be made at any time and from time to time by
the Board in the form of stock options to purchase shares of Common Stock.
Options granted hereunder shall be Options that are not intended to qualify as
incentive stock options within the meaning of Section 422 of the Code or any
amendment or substitute thereto ("Nonqualified Stock Options").

     6. Option Agreements. Options for the purchase of Common Stock shall be
evidenced by written agreements in such form not inconsistent with the Plan as
the Board shall approve from time to time. The Options granted hereunder may be
evidenced by a single agreement or by multiple agreements, as determined by the
Board in its sole discretion. Each option agreement shall contain in substance
the following terms and conditions:

     (a) Type of Option. Each option agreement shall identify the Options
represented thereby either as Nonqualified Stock Options.

     (b) Option Price. Each option agreement shall set forth the purchase price
of the Common Stock purchasable upon the exercise of the Option evidenced
thereby. Subject to the limitation set forth in Section 6(d)(ii) of the Plan,
the purchase price of the Common Stock subject to an Option shall be not less
than 50% of the fair market value of such stock on the date the Option is
granted, as determined by the Board, but in no event less than the par value of
such stock. For this purpose, fair market value on any date shall mean the
closing price of the Common Stock, as reported by the OTC Bulletin Board the
National Association of Securities Dealers, or if the Common Stock is not
reported by the OTC Bulletin Board, the fair market value shall be as determined
by the Board.

     (c) Exercise Term. Each option agreement shall state the period or periods
of time within which the Option may be exercised, in whole or in part, as
determined by the Board, provided that no Option shall be exercisable after ten
years from the date of grant thereof. The Board shall have the power to permit
an acceleration of previously established exercise terms, subject to the
requirements set forth herein, upon such circumstances and subject to such terms
and conditions as the Board deems appropriate.

     (d) Substitution of Options. Options may be granted under the Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become, and who do concurrently with the grant of
such options become, employees of the Company or a subsidiary of the Company as
a result of a merger or consolidation of the employing corporation with the
Company or a subsidiary of the Company, or the acquisition by the Company or a
subsidiary of the Company of the assets or capital stock of the employing
corporation. The terms and conditions of the substitute options so granted may
vary from the terms and conditions set forth in this Section 6 to such extent as
the Board at the time of grant may deem appropriate to conform, in whole or in
part, to the provisions of the stock options in substitution for which they are
granted.

     7. Date of Grant. The date on which an Option shall be deemed to have been
granted under the Plan shall be the date of the Board's authorization of the
Option or such later date as may be determined by the Board at the time the
Option is authorized.



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Notice of the determination shall be given to each individual to whom an
Option is so granted within a reasonable time after the date of such grant.

     8. Exercise and Payment for Shares. Options may be exercised in whole or in
part, from time to time, by giving written notice of exercise to the Secretary
of the Company, specifying the number of shares to be purchased. The purchase
price of the shares with respect to which an Option is exercised shall be
payable in full with the notice of exercise in cash, Common Stock at fair market
value, or a combination thereof, as the Board may determine from time to time
and subject to such terms and conditions as may be prescribed by the Board for
such purpose. The Board may also, in its discretion and subject to prior
notification to the Company by an optionee, permit an optionee to enter into an
agreement with the Company=s transfer agent or a brokerage firm of national
standing whereby the optionee will simultaneously exercise the Option and sell
the shares acquired thereby through the Company=s transfer agent or such a
brokerage firm and either the Company=s transfer agent or the brokerage firm
executing the sale will remit to the Company from the proceeds of sale the
exercise price of the shares as to which the Option has been exercised.

     9. Rights upon Termination of Employment. In the event that an optionee
ceases to be an employee of the Company or any subsidiary of the Company for any
reason other than death or disability (within the meaning of Section 22 of the
Code or any substitute therefor), the optionee shall have the right to exercise
the Option during its term within a period of three months after such
termination to the extent that the Option was exercisable at the time of
termination, or within such other period, and subject to such terms and
conditions, as may be specified by the Board. In the event that an optionee dies
or becomes disabled prior to the expiration of his Option and without having
fully exercised his Option, the optionee or his successor shall have the right
to exercise the Option during its term within a period of one year after
termination of employment due to death or disability to the extent that the
Option was exercisable at the time of termination, or within such other period,
and subject to such terms and conditions, as may be specified by the Board.

     10. General Restrictions. Each Option granted under the Plan shall be
subject to the requirement that, if at any time the Board shall determine that
(i) the listing, registration or qualification of the shares of Common Stock
subject or related thereto upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any government regulatory body,
or (iii) the satisfaction of any tax payment or withholding obligation, or (iv)
an agreement by the recipient of an Option with respect to the disposition of
shares of Common Stock, is necessary or desirable as a condition of or in
connection with the granting of such Option or the issuance or purchase of
shares of Common Stock thereunder, such Option shall not be consummated in whole
or in part unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any conditions not
acceptable to the Board.

     11. Rights of a Shareholder. The recipient of any Option under the Plan,
unless otherwise provided by the Plan, shall have no rights as a shareholder
unless and until certificates for shares of Common Stock are issued and
delivered to him.

     12. Right to Terminate Employment. Nothing contained in the Plan or in any
option agreement entered into pursuant to the Plan shall confer upon any
optionee the right to continue in


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the employment of the Company or any subsidiary of the Company or affect
any right that the Company or any subsidiary of the Company may have to
terminate the employment of such optionee.

     13. Withholding. Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company shall have the right
to require the recipient to remit to the Company an amount sufficient to satisfy
any federal, state or local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares. If and to the extent
authorized by the Board, in its sole discretion, an optionee may make an
election, by means of a form of election to be prescribed by the Board, to have
shares of Common Stock that are acquired upon exercise of an Option withheld by
the Company or to tender other shares of Common Stock or other securities of the
Company owned by the optionee to the Company at the time of exercise of an
Option to pay the amount of tax that would otherwise be required by law to be
withheld by the Company as a result of any exercise of an Option. Any such
election shall be irrevocable and shall be subject to termination by the Board,
in its sole discretion, at any time. Any securities so withheld or tendered will
be valued by the Board as of the date of exercise.

     14. Non-Assignability. No Option under the Plan shall be assignable or
transferable by the recipient thereof except by will or by the laws of descent
and distribution or by such other means as the Baord may approve. During the
life of the recipient, such Option shall be exercisable only by such person or
by such person's guardian or legal representative.

     15. Non-Uniform Determinations. The Board's determinations under the Plan
(including without limitation determinations of the persons to receive Options,
the form, amount and timing of such grants, the terms and provisions of Options,
and the agreements evidencing same) need not be uniform and may be made
selectively among persons who receive, or are eligible to receive, grants of
Options under the Plan whether or not such persons are similarly situated.

     16. Adjustments.

     (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and the number of shares of Common Stock that have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Common Stock covered by each
such outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option.

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     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, all outstanding Options will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board. The Board may, in the exercise of its discretion in such instances,
declare that any Option shall terminate as of a date fixed by the Board and give
each Option holder the right to exercise his Option as to all or any part of the
shares of Common Stock covered by the Option, including shares as to which the
Option would not otherwise be exercisable.

     (c) Sale or Merger. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into
another corporation, the Board, in the exercise of its sole discretion, may take
such action as it deems desirable, including, but not limited to: (i) causing an
Option to be assumed or an equivalent option to be substituted by the successor
corporation or a parent or subsidiary of such successor corporation, (ii)
providing that each Option holder shall have the right to exercise his Option as
to all of the shares of Common Stock covered by the Option, including shares as
to which the Option would not otherwise be exercisable, or (iii) declaring that
an Option shall terminate at a date fixed by the Board provided that the Option
holder is given notice and opportunity to exercise the then exercisable portion
of his Option prior to such date.

     17. Amendment. The Board may terminate or amend the Plan at any time, with
respect to shares as to which Options have not been granted, subject to any
required shareholder approval or any shareholder approval that the Board may
deem to be advisable for any reason, such as for the purpose of obtaining or
retaining any statutory or regulatory benefits under tax, securities or other
laws or satisfying any applicable stock exchange listing requirements. The Board
may not, without the consent of the holder of an Option, alter or impair any
Option previously granted under the Plan, except as specifically authorized
herein.

     18. Reservation of Shares. The Company, during the term of the Plan, will
at all times reserve and keep available such number of shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any shares hereunder, shall relieve the Company of any liability for the
failure to issue or sell such shares as to which such requisite authority shall
not have been obtained.

     19. Effect on Other Plans. Participation in the Plan shall not affect an
employee's eligibility to participate in any other benefit or incentive plan of
the Company or any subsidiary of the Company. Any Options granted pursuant to
the Plan shall not be used in determining the benefits provided under any other
plan of the Company or any subsidiary of the Company unless specifically
provided.

     20. Duration of the Plan. The Plan shall remain in effect until all Options
granted under the Plan have been satisfied by the issuance of shares, but no
Option shall be granted more than ten years after the earlier of the date the
Plan is adopted by the Company or is approved by the Company's shareholders.



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     21. Forfeiture for Dishonesty. Notwithstanding anything to the contrary in
the Plan, if the Board finds, by a majority vote, after full consideration of
the facts presented on behalf of both the Company and any optionee, that the
optionee has been engaged in fraud, embezzlement, theft, commission of a felony
or dishonest conduct in the course of his employment or retention by the Company
or any subsidiary of the Company that damaged the Company or any subsidiary of
the Company or that the optionee has disclosed confidential information of the
Company or any subsidiary of the Company, the optionee shall forfeit all
unexercised Options and all exercised Options under which the Company has not
yet delivered the certificates. The decision of the Board in interpreting and
applying the provisions of this Section 21 shall be final. No decision of the
Board, however, shall affect the finality of the discharge or termination of
such optionee by the Company or any subsidiary of the Company in any manner.

     22. No Prohibition on Corporate Action. No provision of the Plan shall be
construed to prevent the Company or any officer or director thereof from taking
any action deemed by the Company or such officer or director to be appropriate
or in the Company's best interest, whether or not such action could have an
adverse effect on the Plan or any Options granted hereunder, and no optionee or
optionee's estate, personal representative or beneficiary shall have any claim
against the Company or any officer or director thereof as a result of the taking
of such action.

     23. Indemnification. With respect to the administration of the Plan, the
Company shall indemnify each present and future member of the Board against, and
each member of the Board shall be entitled without further action on his part to
indemnity from the Company for, all expenses (including the amount of judgments
and the amount of approved settlements made with a view to the curtailment of
costs of litigation, other than amounts paid to the Company itself) reasonably
incurred by him in connection with or arising out of, any action, suit or
proceeding in which he may be involved by reason of his being or having been a
member of the Board, whether or not he continues to be such member at the time
of incurring such expenses; provided, however, that such indemnity shall not
include any expenses incurred by any such member of the Board (i) in respect of
matters as to which he shall be finally adjudged in any such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as such member of the Board; or (ii) in respect of any
matter in which any settlement is effected for an amount in excess of the amount
approved by the Company on the advice of its legal counsel; and provided further
that no right of indemnification under the provisions set forth herein shall be
available to or enforceable by any such member of the Board unless, within 60
days after institution of any such action, suit or proceeding, he shall have
offered the Company in writing the opportunity to handle and defend same at its
own expense. The foregoing right of indemnification shall inure to the benefit
of the heirs, executors or administrators of each such member of the Board and
shall be in addition to all other rights to which such member may be entitled as
a matter of law, contract or otherwise.

     24. Miscellaneous Provisions.

     (a) Compliance with Plan Provisions. No optionee or other person shall have
any right with respect to the Plan, the Common Stock reserved for issuance under
the Plan or in any Option until a written option agreement shall have been
executed by the Company and the optionee and all


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the terms, conditions and provisions of the Plan and the Option applicable
to such optionee (and each person claiming under or through him) have been met.

     (b) Approval of Counsel. In the discretion of the Board, no shares of
Common Stock, other securities or property of the Company or other forms of
payment shall be issued hereunder with respect to any Option unless counsel for
the Company shall be satisfied that such issuance will be in compliance with
applicable federal, state, local and foreign legal, securities exchange and
other applicable requirements.

     (c) Compliance with Rule 16b-3. To the extent that Rule 16b-3 under the
Exchange Act applies to the Plan or to Options granted under the Plan, it is the
intention of the Company that the Plan comply in all respects with the
requirements of Rule 16b-3, that any ambiguities or inconsistencies in
construction of the Plan be interpreted to give effect to such intention and
that, if the Plan shall not so comply, whether on the date of adoption or by
reason of any later amendment to or interpretation of Rule 16b-3, the provisions
of the Plan shall be deemed to be automatically amended so as to bring them into
full compliance with such rule.

     (d) Effects of Acceptance of Option. By accepting any Option or other
benefit under the Plan, each optionee and each person claiming under or through
him shall be conclusively deemed to have indicated his acceptance and
ratification of, and consent to, any action taken under the Plan by the Company
and/or the Board or its delegates.

     (e) Construction. The masculine pronoun shall include the feminine and
neuter, and the singular shall include the plural, where the context so
indicates.