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                                                                   EXHIBIT 10.11





                           AMERICAN BANCSHARES, INC.


                      1997 NONQUALIFIED SHARE OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS



SECTION 1.     THE PLAN


        1.1    ESTABLISHMENT OF THE PLAN.  To attract qualified persons to serve
as Directors and to encourage valued Directors to continue with the Company, the
Company hereby establishes this Plan.  The Plan permits the grant of
Nonqualified Share Options in accordance with the terms and conditions set
forth below.  Unless otherwise defined, all capitalized terms have the meaning
ascribed to them in Section 2.


        1.2    PURPOSE.  The purpose of this Plan is to advance the interests
of the Company and its shareholders by affording independent Directors with
incentives that will promote the identification of their personal interests
with the long term financial success of the Company and with growth in
shareholder value.  The Plan is intended to aid in attracting and retaining the
services of qualified and knowledgeable independent Directors capable of
furthering the future success of the Company by encouraging the ownership of
Shares by such Directors and to provide an incentive for such independent
Directors to continue to work for the best interest of the Company and its
shareholders through its continuing ownership of Shares.


SECTION 2.     DEFINITIONS.


        As used in this Plan, unless the context otherwise requires, the
following capitalized terms are defined as follows:


        2.1    "Board" or "Board of Directors" means the Board of Directors of
the Company.


        2.2    "Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder.  Reference to any provision of the Code
or rule or regulation thereunder shall be deemed to include any amended or
successor provision, rule, or regulation.


        2.3    "Company" means American Bancshares, Inc., a Florida corporation.


        2.4    "Date of Exercise" means the date on which the Company receives
notice of the exercise of an Option in accordance with the terms of Section 7.2.


        2.5    "Date of Grant" means the date on which an Option is granted by
the Board of Directors.


        2.6    "Director" means any person who is a member of the Board of
Directors.


        2.7    "Employee" means any person who is an officer or full-time staff
employee of the Company or any Subsidiary and who receives from its regular
compensation, other than pension, retirement allowance, retainer, or fee under
contract.  An Employee does not include independent contractors or temporary
employees.

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     2.8       "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.


     2.9       "Exercise Period" means the period during which an Option may be
exercised.


     2.10      "Exercise Price" means the purchase price for Shares under a
Nonqualified Share Option, as determined in Section 6.3.


     2.11      "Fair Market Value" means the closing price of a Share as quoted
on the National Association of Securities Dealers Automated Quotation System
National Market, or such other national securities exchange or other
inter-dealer quotation system on which the Shares are listed on the Date of
Grant (as reported by the Wall Street Journal, or if not reported thereby, any
other authoritative source selected by the Company).  If the Shares are not
listed on any national securities exchange or quoted on any inter-dealer
quotation system, the Fair Market Value of a Share shall be determined by the
Board pursuant to any reasonable method adopted by it in good faith for such
purpose.


     2.12      "Non-Employee Director" shall have the meaning set forth in
Section 5 of this Plan.


     2.13      "Nonqualified Share Option" means the right to purchase Shares
granted pursuant to this Plan, which right does not qualify under Section 422
of the Code.


     2.14      "Option" means a Nonqualified Share Option to purchase Shares
granted under this Plan in accordance with the terms of Section 6.


     2.15      "Plan" means this American Bancshares, Inc., 1997 Nonqualified
Share Option Plan for Non-Employee Directors adopted by the Board of Directors
effective as of March 18, 1997.


     2.16      "SEC" means the Securities and Exchange Commission.


     2.17      "Securities Act" means the Securities Act of 1933, as amended
from time to time.


     2.18      "Shares" means the Company's common shares, par value $1.175 per
share, and such other securities as may be substituted for a Share or such
other securities pursuant to the adjustment provisions of Section 9.


     2.19      "Share Option Agreement" means the written agreement between the
Company and a Director implementing the grant of an Option.


     2.20      "Subsidiary" means any corporation other than the Company
organized under the laws of the United States, Canada, or any other
jurisdiction that the Board designates, in an unbroken chain of corporations
beginning with the Company if each corporation other than the last corporation
in the unbroken chain owns more than 50% of the total combined voting power of
all classes of stock in one of the other corporation in such chain.



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SECTION 3.     ADMINISTRATION OF THE PLAN.


     This Plan shall be administered by the Board of Directors.  Subject to the
express provisions of this Plan, the Board of Directors shall make all
determinations and take all other actions necessary or deemed advisable for the
administration of the Plan.  In addition to any other powers, subject to the
provisions of the Plan, the Board shall; (i) grant Options under the Plan; (ii)
determine all questions as to eligibility; (iii) determine all provisions of
each Share Option Agreement, which need not be identical; (iv) construe and
interpret the provisions of the Plan and the Share Option Agreements; (v)
establish, amend, or waive rules or regulations for the Plan's administration;
(vi) have the authority to accelerate the exercise of any Option; (vii) have
the authority to amend the terms of previously granted Options so long as the
terms as amended are consistent with the terms of the Plan and provided that
the consent of the Non-Employee Director is obtained with respect to any
amendment that would be detrimental to the Non-Employee Director; (viii)
required, whether or not provided for in the pertinent Share Option Agreement,
of any person exercising an Option, at the time of such exercise, the making of
any representations or agreements that the Board of Directors may deem
necessary or advisable in order to comply with the securities laws of the
United States or of any applicable jurisdiction; and, (ix) have the authority
to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan.  Any determinations or actions
taken by the Board pursuant to this Section 3 and the interpretation and
construction of any provision of the Plan by the Board is binding and final.


SECTION 4.     SHARES SUBJECT TO THE PLAN.


        4.1    NUMBER OF SHARES.  Subject to adjustment as provided in
Section 9, the maximum aggregate number of Shares that may be issued and sold
pursuant to Options granted under this Plan shall not exceed 75,000 Shares.  The
Shares to be issued in connection with the exercise of any Option shall be made
available, at the discretion of the Board of Directors, from either authorized
but unissued Shares or Shares issued and the thereafter reacquired by the
Company.


        4.2    EXPIRATION OF OPTIONS.  Shares issued upon the exercise of an
Option granted pursuant to the Plan shall not again be available for the grant
of an Option hereunder.  If any Option granted under this Plan terminates,
expires, or lapses for any reason without having been fully exercised, any
unissued Shares that had been subject to the Share Option Agreement relating
thereto again shall become available for the grant of other Options.


        4.3    DELIVERY OF SHARES AS PAYMENT.  In the event a Non-Employee
Director pays the Exercise Price for Shares pursuant to the exercise of an
Option with previously acquired Shares, the number of Shares available for
future grants of Options under the Plan shall be reduced only by the net number
of new Shares issued upon the exercise of the Option.


SECTION 5.     ELIGIBILITY


     The Board may grant Options only to Directors of the Company who are not
otherwise Employees of the Company or any Subsidiary ("Non-Employee
Directors").  Options granted at different times need not contain similar
provisions.




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SECTION 6.     SHARE OPTIONS.


        6.1    GRANT OF OPTIONS.  Subject to the terms and provisions of this
Plan, the Board of Directors may grant Nonqualified Share Options to
Non-Employee Directors.  Subject to Section 4.1, the Board has complete
discretion in determining the number of Shares subject to Options granted to
each Non-Employee Director.  Each Option granted shall be evidenced by minutes
of a meeting or the written consent of the Board and by a Share Option
Agreement.


        6.2    SHARE OPTION AGREEMENT.  Each Option granted under this Plan
shall be evidenced by a Share Option Agreement between the Company and the
Option holder in accordance with Section 6.1 that specifies the Exercise Price,
the Exercise Period, the number of Shares to which the Option pertains, any
conditions imposed upon the exercise of the Options in the event of retirement,
death, disability, or other termination of employment, and such other
provisions and conditions as the Board may determine.  Each Share Option
Agreement shall clearly indicate that the Option is a Nonqualified Share Option.


        6.3    EXERCISE PRICE.  The Exercise Price for the Shares to be issued
pursuant to any Option shall be the Fair Market Value of the Shares on the Date
of Grant, but in no event shall the price be less than the par value of the
Shares.


        6.4    EXERCISE PERIOD.  The Exercise Period of each Option granted
shall commence on the Date of Grant and the expiration date shall be determined
by the Board of Directors at the time of grant and shall be specified in the
Share Option Agreement; provided, however, that no Option shall be exercisable
after the tenth anniversary from the Date of Grant.


        6.5    TERMINATION OF OPTIONS.  An Option granted under this Plan shall
terminate as provided in the Share Option Agreement.


        6.6    NO RIGHTS AS SHAREHOLDER.  No Non-Employee Director or
transferee of an Option shall have any rights as a shareholder of the Company
with respect to any Shares subject to an Option (including without limitation,
rights to receive dividends, vote, or receive notice of meetings) prior to the
purchase of such Shares by the exercise of such Option as provided in this
Plan.  No adjustment will be made for a cash dividend or other rights for which
the record date precedes the Date of Exercise.


SECTION 7.     EXERCISE OF OPTIONS.


        7.1    EXERCISABILITY.  Options exercised under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Board shall determine, which need not be the same for all Non-Employee
Directors.


        7.2    METHOD OF EXERCISE.  Subject to the provisions of the Share
Option Agreement, Options may be exercised in whole at any time, or in part
from time to time with respect to whole Shares only, during the Exercise Period
by the delivery to the Company of a written notice of intent to exercise the
Option, in such form as the Board of Directors may prescribe, setting forth the
number of Shares with respect to which the Option is to be exercised.  The
Exercise Price, which shall accompany the written notice of exercise, shall be
payable to the Company in full (along with the taxes described in the last
sentence of this Section 7.2) by the Non-Employee Director who, if



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so provided in the Share Option Agreement, may: (i) deliver cash in
satisfaction of all or any part of the Exercise Price; (ii) deliver, or cause
to be withheld from the Option, Shares valued at Fair Market Value on the Date
of Exercise in satisfaction of all or any part of the Exercise Price, or (iii)
any combination as cash and Shares, as the Board may determine.  In addition to
and at the time of payment of the Exercise Price, the Non-Employee Director
shall pay to the Company in cash the full amount of all federal and state
withholding or other employment taxes applicable to the taxable income of the
Non-Employee Director resulting from such exercise.

SECTION 8.     NONTRANSFERABILITY OF THE OPTIONS.


     Except in the case of the death of a Non-Employee Director, neither the
Option granted under the Plan nor any rights or interest in such Options may be
sold, pledged, hypothecated, assigned, or otherwise disposed of or transferred
by such Non-Employee Director.  Except as permitted by the Board of Directors
during the lifetime of the Non-Employee Director, the Options granted to a
Non-Employee Director shall be exercisable only by him or her or, in the event
of the Non-Employee Director's permanent and total disability as determined
by the Board of Directors in accordance with applicable Company policies, by
his or her legal representative.


SECTION 9.     CAPITAL ADJUSTMENTS.


        9.1    ADJUSTMENTS UPON MERGER, CONSOLIDATION, OR LIQUIDATION.  If the
Company is a party to any merger, consolidation, any purchase or acquisition of
property or stock, or any separation, reorganization, liquidation, or the sale
of all or substantially all of the assets of the Company, the Board of
Directors (or, if the Company is not the surviving corporation, the board of
directors of the surviving corporation) shall have the power to make
arrangements, which shall be binding upon the holders of unexpired Options, for
the substitution of new options for, or the assumption by another corporation
of, any unexpired Options, for the substitution of new options for, or the
assumption by another corporation of, any unexpired Options then outstanding
hereunder.


        9.2    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  If, while any
Options are outstanding, by reason of a recapitalization, reclassification,
combination of Shares, reverse stock split, share dividend, separation
(including a spin-off), stock split, or other distribution in respect of such
Shares, the number of outstanding Shares of the Company are increased,
decreased, changed into, or been exchanged for a different number or kind of
shares, or if additional shares or new and different shares are distributed in
respect of such Shares, the Board of Directors in its sole discretion may make
an appropriate and proportionate adjustment in the exercise prices of the
outstanding Options and in the number and class of shares subject to each
outstanding Option.


        9.3    ADJUSTMENT TO NUMBER OF SHARES.  In the event of a transaction
of the type described in Section 9.1 and 9.2 of this Plan, the total number of
Shares pursuant to which Options may be granted under this Plan shall be
appropriately adjusted by the Board of Directors.


        9.4    FRACTION SHARES DUE TO ADJUSTMENTS.  If any adjustment made
pursuant to Section 9.1 or 9.2 of this Plan would result in the possible
issuance of fractional Shares under any then outstanding Options, the Board of
Directors may adjust the outstanding Options so as to eliminate the fractional
Shares.



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SECTION 10.    AMENDMENT, MODIFICATION, OR TERMINATION OF PLAN.


     The Board, by resolution, shall have the power at any time to amend,
modify, suspend, or terminate the Plan with respect to any Shares as to which
Options have not been granted; provided, however, that no such action of the
Board without approval of the shareholders of the Company shall increase the
number of Shares subject to the Plan except as contemplated by Section 9 of the
Plan.  Notwithstanding the foregoing, without the consent of the affected
Non-Employee Director, no such termination, amendment, or revision to the Plan
shall adversely alter, impair, or affect any rights or obligations of such
Non-Employee Director under any Option previously issued or granted.


SECTION 11.    MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS.


     Subject to the terms and conditions, and within the limitations, of the
Plan, the Board may modify, extend, or renew outstanding Options, or accept the
surrender of outstanding Options (to the extent not theretofore exercised)
granted under the Plan or any other plan of the Company, a Subsidiary, or any
corporation or entity acquired by the Company or a Subsidiary, and authorize
the granting of new Options pursuant to the Plan in substitution therefor (to
the extent not theretofore exercised), and the substituted Options may specify
a lower exercise price or a longer term than the surrendered Options or have
any other provisions that are authorized by the Plan.  Notwithstanding the
foregoing provisions of this Section 11, no modification of an Option granted
under the Plan shall, without the consent of the affected Non-Employee
Director, alter or impair the Non-Employee Director's rights or obligations.


SECTION 12.    CONDITIONS FOR ISSUANCE OF SHARES.


               (a)  No Shares shall be issued or transferred upon exercise of
any Option under this Plan unless and until all legal requirements applicable
to the issuance or transfer of such Shares and such other requirements as are
consistent with the Plan and the Share Option Agreement have been complied with
to the satisfaction of the Board, including without limitation those
requirements described in this Section 12 hereof.


               (b)  The Company shall not be required to issue or deliver any
certificate for Shares purchased upon the exercise of any Option granted
hereunder or any portion thereof prior to receipt from the Non-Employee Director
of the following representations, warranties, and covenants:


                    (i)  That the Shares subject to the Options are being
acquired in good faith solely for his or her own personal account, for
investment purposes only, and not with an intent or a view to resale or
distribution within the meaning of Section 2(11) of the Securities Act;


                    (ii) That the Non-Employee Director understands and
acknowledges that the Shares to be issued upon exercise of such Option will not
have been registered under the Securities Act or the securities laws of any
other jurisdiction, and are being offered and sold to the Non-Employee Director
in reliance on an exemption from registration under such securities laws and
the rules and regulations promulgated thereunder;


                    (iii)That the Non-Employee Director agrees that each
certificate representing Shares to be issued upon exercise of such Option shall
bear the following legend:



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     "The shares of American Bancshares, Inc., represented by this Certificate
     may not be offered, sold, assigned, pledged, hypothecated, or otherwise
     disposed of or transferred except pursuant to a registration statement
     declared effective under the Securities Act of 1933 (the "Securities Act")
     or pursuant to any exemption from registration under the Securities Act,
     the availability of which shall be established to the satisfaction of the
     Company."



          (iv) That the Non-Employee Director will not sell, assign, pledge,
hypothecate, or otherwise dispose of or transfer the Shares to be issued upon
exercise of such Option except as permitted by this Plan and except pursuant to
an effective registration statement filed under the Securities Act and the
securities laws of all other applicable jurisdictions, for pursuant to an
opinion of counsel in a form satisfactory to the Company that the proposed
transaction is exempt from such registration under the Securities Act and all
other applicable jurisdictions; and


          (v)  Any other representation, warranty, or covenant that, in the
opinion of counsel for the Company, is required, necessary or advisable to be
made by such Non-Employee Director under the Securities Act and the securities
laws of any other applicable jurisdictions, and the rules and regulations
promulgated thereunder.


     (c)  The Company will not be obligated to issue and deliver Shares
pursuant to the Plan if counsel for the Company determines that such issuance
and delivery of the Shares would violate any rule or regulation of any
securities exchange or inter-dealer quotation system on which the Shares are
then traded or quoted, or violates any law, including, without limitation, the
Securities Act, the Exchange Act, applicable state securities and blue sky
laws, and the rules and regulations promulgated thereunder.  In connection with
any Share issuance or transfer, the person acquiring the Shares should, if
requested by the Company, give assurances satisfactory to counsel to the Company
with regard to such matters as the Company may deem desirable to assure
compliance with all legal requirements.  The Company shall in no event be
obligated to take any action in order to permit exercise of any Option under
the Plan or the transfer of the underlying Shares.


     (d)  The Company, in its discretion, may postpone the issuance and
delivery of Shares upon the exercise of any Option until completion of any
registration or qualification of such Shares under any federal or state laws,
or any applicable securities exchange or inter-dealer quotation system rules
and regulations, as the Company may consider appropriate.  The Company is not
obligated to register or qualify the Shares under federal or state securities
laws.  The Board may require that prior to the issuance or transfer of any
Shares upon exercise of an Option, the restriction on subsequent disposition
that the Board or the Company deems necessary or advisable under any applicable
federal or state securities laws.


SECTION 13.    EFFECTIVENESS OF THE PLAN.


     The Plan shall become effective immediately for all purposes on the date
that it has received approval and adoption by both the Board of Directors and
the shareholders of the Company.


SECTION 14.    TERM OF THE PLAN.

     Unless sooner terminated by the Board pursuant to Section 10 hereof, this
Plan shall terminate then (10) years from its effective date and no Options may
be granted after termination.



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The Board of Directors may terminate this Plan at any time.  The termination
shall not affect the validity of any Option outstanding on the date of
termination.


SECTION 15.    INDEMNIFICATION OF THE BOARD OF DIRECTORS.


     In addition to such other rights of indemnification as they may have as
Directors, the members of the Board of Directors shall not be liable for any
act, omission, interpretation, construction, or determination made in good faith
in connection with their administration of and responsibilities with respect to
the Plan, and the Company hereby agrees to indemnify the members of the Board of
Directors against any claim, loss, damage, or reasonable expense, including
attorneys' fees, actually and reasonably incurred in connection with the defense
of any action, suit, or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option granted or
issued hereunder, and against all amounts reasonably paid by them in settlement
thereof or paid by them in satisfaction of a judgement in any such action, suit,
or proceeding, if such members acted in good faith and in a manner which they
believed to be in, and not opposed to, the best interests of the Company.


SECTION 16.    GENERAL PROVISIONS.


        16.1   LIMITATION ON LEGAL RIGHTS.  The establishment of the Plan shall
not confer upon any Non-Employee Director any legal or equitable right against
the Company, except as expressly provided in the Plan.


        16.2   NOT A CONTRACT OF EMPLOYMENT.  Neither this Plan nor any Share
Option Agreement constitute an inducement or consideration for the service of
any Director, nor are there contracts between the Company and any Director.
Participation in the Plan shall not give a Director, nor are there contracts
between the Company and any Director.  Participation in the Plan shall not give
a Director any right to be retained in the service of the Company or any of its
Subsidiaries, nor shall anything in this Plan affect the right of the Company
or any of its subsidiaries to terminate the Director with or without cause.


        16.3   OTHER COMPENSATION PLANS.  The adoption of the Plan shall not
affect any other share option or incentive or other compensation plans in
effect for the Company or any of its Subsidiaries, nor shall the Plan preclude
the Company or any Subsidiary from establishing any other forms of incentive or
other compensation for Directors of the Company or any of its Subsidiaries.


        16.4   ASSUMPTION BY THE COMPANY.  The Company or its Subsidiaries may
assume options, warrants, or rights to purchase shares issued or granted by
other companies whose shares or assets shall be acquired by the Company or its
Subsidiaries or which shall be merged into or consolidated with the Company or
its Subsidiaries.  The adoption of this Plan shall not be taken to impose any
limitations on the powers of the Company or its Subsidiaries or affiliates to
issue, grant, or assume options, warrants, rights, or restricted shares,
otherwise than under this Plan, or to adopt other share option or restricted
share plans or to impose any requirements of shareholder approval upon the same.


        16.5   CREDITORS.  The interests of any Director under this Plan is not
subject to the claims of creditors and may not, in any way, be assigned,
alienated, or encumbered.



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     16.6  PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors and assigns of the Company.

     16.7  SINGULAR, PLURAL; GENDER. Whenever used in this Plan, nouns in the
singular shall include the plural, and vice versa, and the masculine pronoun
shall include the feminine gender.

     16.8.  HEADINGS. Headings to the Sections and subsections are included for
convenience and reference and do not constitute part of the Plan.

     16.9.  GOVERNING LAW. The Plan shall be governed, construed, and
administered in accordance with the laws of the State of Florida.


Date Approved by Board of Directors:     March 18, 1997


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                           AMERICAN BANCSHARES, INC.


                      NONQUALIFIED SHARE OPTION AGREEMENT
                      FOR 1997 NON-EMPLOYEE DIRECTORS PLAN


     NONQUALIFIED SHARE OPTION AGREEMENT (this "Agreement"), made on the __ day
of ____________, 19___, by and between AMERICAN BANCSHARES, INC., a Florida
corporation (the "Company") and ___________________ (the "Grantee").

     1.   GRANT OF OPTION.  Subject to terms and conditions of this Agreement
and those set forth in the American Bancshares, Inc. 1997 Nonqualified Share
Option Plan for Non-Employee Directors (the "Plan"), the Company, with approval
and at the direction of its Board of Directors, hereby grants to Grantee an
option (the "Option") to purchase a total of ______ (________________) common
shares, $1.175 par value per share, of the Company (the "Shares"), at the price
set forth in this Agreement. The Shares that may be purchased upon the exercise
of the Option are sometimes referred to in this Agreement as the "Option
Shares". Capitalized terms not otherwise defined in this Agreement shall have
the meaning ascribed to them in the Plan. The Option is intended to be a
nonstatutory option and not an incentive share option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.

     2.   EXERCISE PRICE.  The Exercise Price of the Option is $__________ per
Option Share.

     3.   EXERCISE PERIOD; TERMINATION OF OPTION.

          (a)  EXERCISE PERIOD.  The Option and all rights hereunder with
respect to the extent such rights shall not have been exercised, shall
terminate and become null and void after the expiration of ten (10) years from
the Date of Grant ("Exercise Period").

          (b)  TERMINATION.  Except as provided in Section 3(c) of this
Agreement, a Grantee's Option shall not expire or terminate by virtue of his or
her termination of service as a member of the Board of Directors.  If a Grantee
should die while serving on the Board of Directors of the Company, a
Subsidiary, or any successor, the person to whom the Grantee's rights hereunder
pass by will or the laws descent and distribution may exercise the Option at
anytime during the Exercise Period of this Agreement for any of the Option
Shares not previously exercised during the Grantee's lifetime.

          (c)  TERMINATION OF DIRECTORSHIP FOR CAUSE.  If the Grantee is
removed from the Board of Directors for cause (as that term is used under the
Florida Business Corporation Act) and ceases to be a Director, the right of the
Grantee to exercise such Option or part thereof under this Agreement shall
immediately terminate upon such removal and all rights thereunder shall cease.

     4.   METHOD OF EXERCISE.

          (a)  NOTICE OF EXERCISE.  In order to exercise any portion of this
Option, the Grantee shall notify the Company in writing of the election to
exercise the Option and the number of Shares in respect of which the Option is
being exercised.  Such notice shall be delivered to the
<PAGE>   11
Secretary of the Company and shall be accompanied with the Exercise Price
payable in the manner set fourth in Section 4(b) below.  The date specified in
Grantee's notice as the date of exercise of the Option shall be deemed to be
the Date of Exercise; provided, that, such date is at least five (5) days after
the giving of such notice and that payment in full for the Option Shares to be
purchased upon such exercise shall have been received by such date.  Otherwise,
the Date of Exercise shall be the date on which all conditions for issuance of
Option Shares have been satisfied and such Option Shares have been issued by the
Company.  The certificate or certificates for Shares as to which the Option
has been exercised shall be registered in the name of the Grantee.

          (b)  PAYMENT OF EXERCISE PRICE.  The Exercise Price of the Option
Shares to be purchased upon exercise of an Option, in whole or in part, shall
be paid to the Company in full on or before the Date of Exercise.  The Exercise
Price may be paid: (i) in cash (U.S. dollars) by the Grantee, (ii) through the
surrender of previously acquired Shares, or causing Option Shares to be
withheld from the Option, valued at the Fair Market Value on the Date of
Exercise, in satisfaction of all or any part of the Exercise Price, (iii) with
the prior written consent of the Board, any combination of the foregoing.

          (c)  FAILURE TO PAY OR ACCEPT DELIVERY.  If the Grantee fails to pay
for any of the Option Shares specified in its notice to exercise or fails to
accept delivery thereof, the Grantee's right to purchase such Option Shares may
be terminated by the Board.

     5.   RESTRICTIONS ON EXERCISE.  This Option may not be exercised if the
issuance of the Option Shares upon such exercise or the method of payment of
consideration for such Option Shares would constitute a violation of any
applicable federal or state securities law or any other law or regulation.  As
a condition to the exercise of this Option, the Company may require the Grantee
to make any representation or warranty to the Company at the time of exercise
of the Option as in the opinion of legal counsel for the Company may be
required by any applicable law or regulation, including those representations
and warranties set forth in Section 12(b) of the Plan.  Accordingly, the share
certificates for the Shares issued upon exercise of this Option may bear
appropriate legends restricting transfer.

     6.   NON-TRANSFERABILITY OF OPTION.  Except as otherwise provided by the
Plan, this Option may be exercised during the lifetime of the Grantee only by
the Grantee and may not be transferred in any manner other than by will or by
the laws of descent and distribution.  The terms of this Option shall be binding
upon the executors, administrators, heirs, and successors of the Grantee.

     7.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.  In the event of
changes in the capitalization or organization of the Company, or the Company is
a party to a merger or other corporate reorganization, the number of Shares
covered by this Option shall be adjusted in accordance with the provisions of
Section 9 of the Plan.

     8.   TERM OF OPTION.  Unless modified, extended, or renewed in accordance
with Section 11 of the Plan, this Option may not be exercised after the
expiration of the Exercise Period and may be exercised during such term only in
accordance with the Plan and the terms of this Option.


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<PAGE>   12
        9.      AMENDMENT OF OPTION.  The Board of Directors may amend the
Option and Plan at anytime, subject only to the limitations set forth in
Sections 10 and 11 of the Plan and by applicable law.

        10.     NOT EMPLOYMENT OR CONSULTING CONTRACT.  Nothing in this
Agreement or in the Plan shall confer upon the Grantee any right to continue in
the employ or service of the Company (or continue as a consultant of the
Company).  This is not an employment or consulting contract.

        11.     INCOME TAX WITHHOLDING.  The Grantee authorizes the Company to
withhold in accordance with applicable law from any compensation payable to him
or her any taxes required to be withheld by Federal, state or local laws as a
result of the exercise of this Option.  Furthermore, in the event of any
determination that the Company has failed to withhold a sum sufficient to pay
all withholding taxes due in connection with the exercise of this Option, the
Grantee agrees to pay the Company the amount of any such deficiency in cash
within five (5) days after receiving a written demand from the Company to do
so, whether or not Grantee is an employee of the Company at the time.

        12.     NOTICE.  Any notice to the Company provided for in this
Agreement shall be delivered to the Secretary of the Company at the executive
offices located at 4702 Cortez Road West, Bradenton, Florida 34210, and any
notice to the Grantee shall be delivered to the Grantee at the current address
shown on the records of the Company.  Any notice shall be deemed to be duly
given (i) three business days after deposit into the U.S. Mails by registered
or certified mail if and when properly addressed, postage prepaid, or (ii) on
the date delivered if and when hand delivered to the appropriate address as
determined above.

        13.     INCORPORATION BY REFERENCE.  The Option is granted, and the
Option Shares will be issued, pursuant to the Plan, the terms and conditions of
which are incorporated herein by reference, and the Options and this Agreement
shall in all respects be interpreted in accordance with the Plan.  The
Committee shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with
respect to any issue arising hereunder or thereunder.

        14.     GOVERNING LAWS.  The validity, construction, interpretation,
and effect of this Agreement shall be governed by and determined in accordance
with the laws of the State of Florida.

DATE OF GRANT: ___________________, 19__

                                    AMERICAN BANCSHARES, INC.
                                    a Florida corporation

                                    By: __________________________________
                                        Gerald L. Anthony, President

        The Grantee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the


                                     -3-
<PAGE>   13
terms and provision thereof.  The Grantee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors
upon any questions arising under the Plan.


Dated: ___________________________      GRANTEE


                                        _________________________________


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