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                                                                      EXHIBIT 10


                 SIENA HOLDINGS, INC. DEFERRED COMPENSATION PLAN




                        EFFECTIVE DATE: DECEMBER 16,1998


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                 SIENA HOLDINGS, INC. DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION:
<S>    <C>                                                                   <C>
    I. Name and Purpose .................................................... 1

   II. Effective Date ...................................................... 1

  III. Definitions ......................................................... 1

   IV. Eligibility ......................................................... 2

    V. Administration of the Plan .......................................... 2

   VI. Election to Participate ............................................. 2

  VII. Plan Accounts ....................................................... 3

 VIII. Method of Distribution of Deferred Compensation ..................... 3

   IX. Offset for Obligations to Employer .................................. 4

    X. Change in Distribution Date ......................................... 4

   XI. Benefit Plans ....................................................... 5

  XII. Rights of a Participant ............................................. 6

 XIII. Amendment and Termination ........................................... 6

  XIV. Determination of Benefits ........................................... 6

   XV. Notices ............................................................. 7

  XVI. General Provisions .................................................. 8

 XVII. Unfunded Status of Plan ............................................. 8

XVIII. Rights to Benefits .................................................. 9
</TABLE>


                                      -i-
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                 SIENA HOLDINGS, INC. DEFERRED COMPENSATION PLAN

I.     NAME AND PURPOSE

       The name of the plan is the Siena Holdings, Inc. Deferred Compensation
Plan (the "Plan"). Its purpose is to provide members of the Board of Directors
(the "Directors") of Siena Holdings, Inc. with the opportunity to defer receipt
of their compensation to a future date. Siena Holdings, Inc. ("Siena") has
adopted this program in recognition of the valuable service of the Directors and
the desire to provide them with additional flexibility in their personal
financial planning.

II.    EFFECTIVE DATE

       The Plan shall be effective as of December 16, 1998.

III.   DEFINITIONS

       (a)    ACCOUNT means the balance credited to a Participant's or
              Beneficiary's Plan account, including contribution credits and
              interest income credited thereto. A Participant's or Beneficiary's
              Account shall be determined as of the date of reference.

       (b)    ANNUAL RETAINER means the amount of compensation received by the
              Participant that is designated as a retainer.

       (c)    BENEFICIARY means any person or persons so designated in
              accordance with the provisions of SECTION X.

       (d)    COMMITTEE MEETING FEE means the amount of compensation received by
              the Participant that is designated as a committee meeting fee.

       (e)    DIRECTOR means a member of the Board of Directors of Siena
              Holdings, Inc.

       (f)    EMPLOYER means Siena Holdings, Inc. and its successors and assigns
              unless otherwise herein provided, or any other corporation or
              business organization which, with the consent of Siena Holdings,
              Inc., or its successors or assigns, assumes the Employer's
              obligations hereunder.

       (g)    PLAN YEAR means the twelve (12) month period ending on the
              December 31 of each year during which the Plan is in effect,
              provided that the first Plan Year shall commence on December 16,
              1998 and end on December 31, 1998.

       (h)    SUCCESS BONUS means the amount of compensation received by the
              Participant that is designated as a bonus.


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IV.    ELIGIBILITY

       Any Director shall be eligible to participate in the Plan upon
appointment and approval by the Board of Directors of the Employer. Any Director
who elects to participate in the Plan is hereinafter referred to as a
"Participant."

V.     ADMINISTRATION OF THE PLAN

       The Plan will be administered by the Board of Directors of the Employer
(the "Board of Directors") or its designee. The Board of Directors will have the
exclusive right to interpret the provisions of the Plan. However, no Participant
may participate in any decision that would specifically affect his or her own
deferral account.

VI.    ELECTION TO PARTICIPATE

       (a)    ANNUAL RETAINER DEFERRALS - An eligible Director may irrevocably
              elect, prior to the beginning of each Plan Year, but no later than
              the December 30th preceding the beginning of the Plan Year, to
              participate in the Plan and defer receipt of all or part of the
              Annual Retainer (as defined in SECTION III) earned during the Plan
              Year that would otherwise have been payable to him or her, to a
              distribution date defined in SECTION VIII. A new Participant may
              make an election with respect to future cash compensation,
              including Annual Retainers earned in the first year of
              eligibility, within 30 days after becoming eligible.

       (b)    COMMITTEE MEETING FEE DEFERRALS - An eligible Director may
              irrevocably elect, prior to the beginning of each Plan Year, but
              no later than the December 30th preceding the beginning of the
              Plan Year, to participate in the Plan and defer receipt of all or
              part of the Committee Meeting Fee (as defined in SECTION III)
              payable with respect to services performed during such Plan Year
              that would otherwise have been payable to him or her, to a
              distribution date defined in SECTION VIII. A new Participant may
              make an election with respect to future cash compensation,
              including Committee Meeting Fees earned in the first year of
              eligibility, within 30 days after becoming eligible.

       (c)    SUCCESS BONUS DEFERRALS - An eligible Director may irrevocably
              elect, prior to the beginning of each Plan Year, but no later than
              the December 30th preceding the beginning of the Plan Year, to
              participate in the Plan and defer receipt of all or part of the
              Success Bonus (as defined in SECTION III) payable with respect to
              services performed during such Plan Year that would otherwise have
              been payable to him or her, to a distribution date defined in
              SECTION VIII. A new Participant may make an election with respect
              to future cash compensation,


                                     Page 2
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              including Success Bonuses earned in the first year of eligibility,
              within 30 days after becoming eligible.

       (d)    "NOTICE OF ELECTION" FORM. The election to participate in the Plan
              will be made on a written form called a "Notice of Election." The
              "Notice of Election" form must be signed by the Participant and
              delivered to the Board of Directors or its designee. This election
              will continue in effect for future years in which the Participant
              is eligible to participate until the Participant revises or
              revokes his election by submitting a revised "Notice of Election"
              form. The revised "Notice of Election" form must be received by
              the Board of Directors or its designee prior to December 30
              preceding the Plan Year in which earnings are to be deferred. Any
              revocation will be applicable only to compensation the Participant
              may earn for services performed in the next Plan Year.

       (e)    Nothing in this SECTION VI prevents a Participant from filing an
              election not to participate for a Plan Year and thereafter filing
              another election to participate in the Plan for any subsequent
              Plan Year.

VII.   PLAN ACCOUNTS

       There shall be established and maintained by the Employer a separate Plan
Account in the name of each Participant for which the Participant has elected to
defer his Annual Retainers, Committee Meeting Fees, and Success Bonuses
(collectively known as the "Compensation Deferrals"). The Plan Account shall at
all times be one hundred percent (100%) vested in the Participant, and to which
shall be credited or debited: (a) amounts equal to the Participant's
Compensation Deferrals, and (b) amounts equal to the interest income, based upon
the interest rate achieved in the Employer's designated interest-bearing bank
attributable or allocable to the Participant's Plan Account. The interest income
attributable and allocable to a Participant's Plan Account shall be credited
with reasonable promptness after the Employer's designated interest bearing bank
account is credited with interest income.

VIII.  METHOD OF DISTRIBUTION OF DEFERRED COMPENSATION

       (a)    TIMING OF DISTRIBUTION. Distribution of a Participant's Plan
              Account balance for each Plan Year will be made on the date
              selected by the Participant on the executed Notice of Election
              form for that Plan Year. If a Participant does not revise his
              Notice of Election form for subsequent Plan Years, the date
              elected on the most current Notice of Election form that is on
              file with the Board of Directors shall govern.

       (b)    FORM OF DISTRIBUTION. Distribution of a Participant's Plan Account
              balance for each Plan Year will be made in cash in one lump sum
              payment.


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       (c)    WITHHOLDING OF TAXES. Any tax required by any governmental
              authority to be withheld shall be deducted from each distribution
              under the Plan.

IX.    OFFSET FOR OBLIGATIONS TO EMPLOYER

       If, at such time as the Participant becomes entitled to benefit payments
hereunder, the Participant has any debt, obligation, or other liability
representing an amount owing to the Employer or an affiliate of the Employer,
and if such debt, obligation, or other liability is due and owing at the time
benefit payments are payable hereunder, the Employer may offset the amount owing
it or an affiliate against the amount of benefits otherwise distributable
hereunder.

X.     CHANGE IN DISTRIBUTION DATE

       (a)    CHANGE IN DISTRIBUTION DATE. If a Participant wishes to modify the
              distribution date for a particular Plan Year determined under
              SECTION VIII, he or she must submit a revised "Notice of Election"
              form for such change. The revised "Notice of Election" form must
              be submitted to the Board of Directors or its designee at least
              one (1) year prior to the previously selected distribution date.

       (b)    DEATH OF PARTICIPANT. In the event of the death of a Participant
              before full payment of the Participant's account balance has been
              made, the Employer shall pay the remaining balance of such
              Participant's Plan Account in one lump sum to the individual
              designated as Primary Beneficiary on the latest executed "Notice
              of Designation of Beneficiary" form on file. The lump sum payment
              shall be made within a reasonable time period, but not later than
              180 days after the date of death of the Participant. If the
              Primary Beneficiary designated on the latest executed "Notice of
              Designation of Beneficiary" form is no longer living, the Employer
              shall pay the remaining balance of such Participant's Plan Account
              in one lump sum to the individual designated as Secondary
              Beneficiary on the latest executed "Notice of Designation of
              Beneficiary" form on file. If the Secondary Beneficiary designated
              on the latest executed "Notice of Designation of Beneficiary" form
              is no longer living, the Employer shall pay the remaining balance
              of such Participant's Plan Account in one lump sum to the
              Participant's estate.

              If a Participant wishes to change the beneficiary he or she has
              previously designated, he or she may do so at any time by
              submitting a "Notice of Designation of Beneficiary" form to the
              Board of Directors or its designee.

       (c)    PERMANENT DISABILITY OF PARTICIPANT. In the event of a
              Participant's "permanent disability" (as determined in the
              following paragraph) before full payment of a Participant's
              Account balance has been made, the Employer upon direction from
              the Board of Directors (in its sole discretion) shall be permitted
              to pay the remaining Account balance in one lump sum. Such payouts
              shall be made to the Participant or his legal representative
              pursuant to paragraph (c) of SECTION XVI.


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              The Participant will be considered permanently disabled for the
              purposes of this Plan if, based on medical evidence, the Board of
              Directors (in its sole discretion) determines that the Participant
              (1) is totally disabled, mentally or physically; (2) will remain
              so for the rest of his or her life; and (3) is therefore unable to
              continue his or her services to the Employer.

       (d)    UNFORESEEABLE EMERGENCY OF PARTICIPANT. In the event of a
              Participant's "unforeseeable emergency" (as determined in the
              following paragraph), the Participant may submit a written
              petition to the Board of Directors for an early withdrawal from
              his or her remaining Account balance. The Board of Directors has
              sole discretion in the determination of the merits of petitioner's
              "unforeseeable emergency" petition. Any early withdrawal approved
              by the Board of Directors is limited to the amount necessary to
              meet the emergency.

              An unforeseeable emergency is a severe financial hardship to the
              Participant resulting from (1) a sudden and unexpected illness or
              accident of the Participant or of a dependent (as defined in
              section 152(a) of the Internal Revenue Code of 1986, as amended
              (the "Code")) of the Participant; (2) loss of the Participant's
              property due to casualty; or (3) other similar extraordinary and
              unforeseeable circumstances arising as a result of events beyond
              the control of the Participant.

              The necessity of additional funds to send a Participant's child to
              college or to purchase a home are not considered to be
              unforeseeable emergencies.

       (e)    EARLY LUMP SUM DISTRIBUTION. A Participant may receive his entire
              benefit payable under the Plan upon submission of a written
              request to the Board of Directors at any time prior to any of the
              events stated in this SECTION X. The benefit payable will be
              reduced by an amount equal to 10% of the Participant's Plan
              Account balance. Such distribution will constitute a complete
              distribution of the Participant's Plan Account balance.

XI.    BENEFIT PLANS

       The amount of each Participant's Annual Retainer, Committee Meeting Fee,
and/or Success Bonus which he elects to defer under the Plan shall not be deemed
to be compensation for the purpose of calculating the amount of Participant
benefits or contributions under a pension plan or retirement plan (qualified
under section 401(a) of the Code), the amount of life insurance payable under
any life insurance plan established or maintained by the Employer, or the amount
of any disability benefit payments payable under any disability plan established
or maintained by the Employer, except to the extent specifically provided in any
such plan.


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XII.   RIGHTS OF A PARTICIPANT

       Establishment of the Plan shall not be construed as giving any
Participant the right to be retained in the Employer's service or employment, or
the right to receive any benefits not specifically provided by the Plan.

       Income deferred under this Plan will not be segregated from the general
funds of the Employer and no Participant will have any claim on any specific
assets of the Employer. To the extent that any Participant acquires a right to
receive benefits under this Plan, his or her right will be no greater than the
right of any unsecured general creditor of the Employer and is not assignable or
transferable except to his or her estate as defined in SECTION X.

XIII.  AMENDMENT AND TERMINATION

       (a)    The Plan may be amended from time to time by resolution of the
              Board of Directors to comply with changes in the law, both federal
              and of the state having jurisdiction over the Employer. The
              amendment of any one or more provisions of the Plan shall not
              affect the remaining provisions of the Plan. No amendment shall
              reduce any benefits accrued by any Participant prior to the
              amendment.

       (b)    The Board of Directors has the right to terminate the Plan at any
              time. Any amounts accumulated in Plan Accounts prior to the Plan's
              termination will continue to be subject to the provisions of the
              Plan until distributed under the terms of the Plan.

XIV.   DETERMINATION OF BENEFITS

       (a)    FILING A CLAIM - A person who believes that he is being denied a
              benefit to which he is entitled under the Plan (hereinafter
              referred to as a "Claimant") may file a written request for such
              benefit with the Employer, setting forth his claim. The request
              must be addressed to the President of the Employer at its then
              principal place of business.

       (b)    CLAIM DECISION - Upon receipt of a claim, the Employer shall
              advise the Claimant that a reply will be forthcoming within ninety
              (90) days and shall, in fact, deliver such reply within such
              period. The Employer may, however, extend the reply period for an
              additional ninety (90) days for reasonable cause. If the claim is
              denied in whole or in part, the Employer shall adopt a written
              opinion, using language calculated to be understood by the
              Claimant, setting forth:

              1.     The specific reason or reasons for such denial;

              2.     The specific reference to pertinent provisions of the Plan
                     upon which such denial is based;


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              3.     A description of any additional material or information
                     necessary for the Claimant to perfect his claim and an
                     explanation as to why such material or information is
                     necessary;

              4.     Appropriate information as to the steps to be taken if the
                     Claimant wishes to submit the claim for review; and

              5.     The time limits for requesting a review.

       (c)    REQUEST FOR REVIEW - Within sixty (60) days after the receipt of
              the written opinion described above by the Claimant, the Claimant
              may request in writing that the Board of Directors review the
              determination of the Employer. Such request must be addressed to
              the Board of Directors at the Employer's principal place of
              business. The Claimant filing the request for review may not
              participate as a member of the Board of Directors in a decision
              affecting his own claim. The Claimant or his duly authorized
              representative may, but need not, review the pertinent documents
              and submit additional issues and comments in writing for
              consideration by the Board of Directors. If the Claimant does not
              request a review of the Employer's determination by the Board of
              Directors within such sixty (60) day period, he shall be barred
              and estopped from challenging the Employer's determination.

       (d)    REVIEW OF DECISION - Within sixty (60) days after the receipt of a
              request for review by the Board of Directors, the Board will
              review the Employer's claim decision. After considering all
              materials presented by the Claimant, the Board of Directors will
              render a written opinion, written in a manner calculated to be
              understood by the Claimant, setting forth the specific reasons for
              the decision and containing specific references to the pertinent
              provisions of the Plan on which the decision is based. If special
              circumstances require that the sixty (60) day time period be
              extended, the Board of Directors will so notify the Claimant and
              will render the decision as soon as possible, but no later than
              one hundred twenty (120) days after receipt of the request for
              review.

XV.    NOTICES

       Notices and elections under this Plan must be in writing. A notice or
election is deemed delivered if it is delivered personally or mailed by
registered or certified mail to the person at his or her last known business
address. A notice or election is deemed received by the Employer when it is
received by the Board of Directors.


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XVI.   GENERAL PROVISIONS

       (a)    Controlling Law. Except to the extent superseded by federal law,
              the laws of the State of Texas shall be controlling in all matters
              relating to the Plan, including construction and performance
              thereof.

       (b)    Captions. The captions of sections and paragraphs of this Plan are
              for the convenience of reference only and shall not control or
              affect the meaning or construction of any of its provisions.

       (c)    Facility of Payment. Any amounts payable hereunder to any
              Participant who is under legal disability or who, in the judgment
              of the Board of Directors, is unable to properly manage his or her
              financial affairs may be paid to the legal representative of such
              Participant or may be applied for the benefit of such Participant
              in any manner in which the Board of Directors may select, and any
              such payment shall be deemed to be payment for such Participant's
              account and shall be a complete discharge of all liability of the
              Employer with respect to the amount so paid.

       (d)    Withholding of Payroll Taxes. To the extent required by the laws
              in effect at the time compensation or deferred compensation
              payments are made, the Employer shall withhold from such
              compensation, or from deferred compensation payments made
              hereunder, any taxes required to be withheld for federal, state,
              or local government purposes.

       (e)    Administrative Expenses. All expenses of administering the Plan
              shall be borne by the Employer. No part thereof shall be charged
              against any Participant's account or any amounts distributable
              hereunder.

       (f)    Any provision of this Plan prohibited by the law of any
              jurisdiction shall, as to such jurisdiction, be ineffective to the
              extent of such prohibition without invalidating the remaining
              provisions hereof.

       (g)    Except as otherwise expressly provided herein, no member of the
              Board of Directors of the Employer and no officer, employee, or
              agent of the Employer, shall have any liability to any person,
              firm, or corporation based on or arising out of the Plan, except
              in the case of gross negligence or fraud.

XVII.  UNFUNDED STATUS OF PLAN

       It is the intention of the parties that the arrangements herein described
be unfunded for tax purposes and for purposes of Title I of ERISA. Plan
Participants have the status of general unsecured creditors of the Employer. The
Plan constitutes a mere promise by the Employer to make payments in the future.


                                     Page 8
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XVIII. RIGHTS TO BENEFITS

       A Participant's rights to benefit payments under the Plan are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the Participant
or the Participants Beneficiaries.

IN WITNESS WHEREOF, the Employer has caused this Plan to be executed.

SIENA HOLDINGS, INC.

By: /s/ [ILLEGIBLE]
    -------------------------------------

Title: PRESIDENT
       ----------------------------------


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                               NOTICE OF ELECTION
                                     FOR THE
                 SIENA HOLDINGS, INC. DEFERRED COMPENSATION PLAN

NOTICE: THIS NOTICE OF ELECTION MUST BE COMPLETED AND RETURNED TO THE BOARD OF
DIRECTORS OR ITS DESIGNEE PRIOR TO THE DECEMBER 30TH PRECEDING THE PLAN YEAR IN
WHICH IT IS TO BE EFFECTIVE. THE INITIAL NOTICE OF ELECTION MUST BE COMPLETED
AND RETURNED TO THE BOARD OF DIRECTORS OR ITS DESIGNEE WITHIN 30 DAYS OF
BECOMING ELIGIBLE TO PARTICIPATE IN THE PLAN. THIS NOTICE OF ELECTION WILL BE
EFFECTIVE UNTIL REVISED OR REVOKED BY THE PARTICIPANT BY EXECUTING A SUBSEQUENT
NOTICE OF ELECTION. NOTWITHSTANDING THE ABOVE, A NOTICE OF ELECTION CHANGING THE
DATE OF DISTRIBUTION OF BENEFITS UNDER THE PLAN MUST BE COMPLETED AND RETURNED
AT LEAST ONE (1) YEAR PRIOR TO THE PREVIOUSLY SCHEDULED DATE OF DISTRIBUTION.

1. Name of Participant:
                       ---------------------------------------------------------

2. Plan Year for which election is to begin being effective:
                                                            --------------------

3. Amount of Compensation to be deferred:


     o ANNUAL RETAINER              o Percentage of Retainer to be deferred:
                                                             %
                                             ----------------

   ---------------------------------------------------------------------------

     o COMMITTEE MEETING FEE        o Percentage of Committee Meeting Fee to
                                       be deferred
                                                             %
                                             ----------------

   ---------------------------------------------------------------------------

     o SUCCESS BONUS                o Percentage of Success Bonus to be
                                       deferred
                                                             %
                                             ----------------

   ---------------------------------------------------------------------------

4. Date that deferred amounts are to be distributed:

The undersigned individual does hereby elect to defer compensation earned after
the date hereof, to the extent indicated above, pursuant to the Siena Holdings,
Inc. Deferred Compensation Plan. The undersigned acknowledges that this election
is irrevocable with respect to compensation earned in the Plan Year described in
number 2 above, but may be revoked with respect to compensation earned in future
years by written notice. Further, the undersigned acknowledges that this
election shall remain in effect for future Plan Years unless otherwise changed
by the undersigned.

Dated this ____ day of ___________________, 19___

Participant:
                           ---------------------------------------

Attest:

           By:
                           ---------------------------------------
           Title:
                           ---------------------------------------
           Company:
                           ---------------------------------------

<PAGE>   13

                        NOTICE OF DESIGNATION OF BENEFICIARY
                                      FOR THE
                    SIENA HOLDINGS, INC. DEFERRED COMPENSATION PLAN


This beneficiary designation is an (check one):

           Initial designation
   -----

           Change of designation
   -----

Designation of PRIMARY BENEFICIARY: Name, Address, Social Security Number

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Designation of SECONDARY BENEFICIARY: Name, Address, Social Security Number

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



I understand that this beneficiary designation form will remain in effect until
a subsequent "Notice of Designation of Beneficiary" form is received by Siena
Holdings, Inc.

Participant's Signature
                       -------------------------------------

Date
    ----------------------