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                                                                 EXHIBIT 10.10



                                PMC CAPITAL, INC.
                         1997 EMPLOYEE STOCK OPTION PLAN


         PMC Capital, Inc., a Florida corporation (the "Company"), hereby
establishes and adopts the following Employee Stock Option Plan (the "Plan").

                                    RECITALS

                  a)     The Company desires to encourage high levels of
         performance by the individuals who are key to the success of the
         Company and to encourage such individuals to remain in the employ of
         the Company and its subsidiaries by increasing their proprietary
         interest in the Company's growth and success.

                  b)     To attain these ends, the Company has formulated the
         Plan embodied herein to authorize the granting of incentive awards
         through grants of stock options ("Options") to those individuals whose
         judgment, initiative and efforts are responsible for the success of the
         Company.

         NOW, THEREFORE, the Company hereby constitutes, establishes and adopts
the following Plan and agrees to the following provisions:

                                   ARTICLE 1.

                              PURPOSE OF THE PLAN

         1.1.  Purpose. The purpose of the Plan is to secure for the Company the
benefits of the additional incentive inherent in the ownership of the Company's
shares of common stock (the "Shares") by selected individuals whose judgment,
initiative and efforts are responsible for the success of the Company and to
help the Company retain the services of such individuals. Options granted under
the Plan will be either "incentive share options," intended to qualify as such
under the provisions of Section 422 of the Internal Revenue Code of 1986, as
from time to time amended (the "Code"), or "nonqualified share options." For
purposes of the Plan, the term "subsidiary" shall mean "subsidiary corporation,"
as such term is defined in Section 424(f) of the Code, and "affiliate" shall
have the meaning set forth in Rule 12b-2 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").


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                                   ARTICLE 2.

                           SHARES SUBJECT TO OPTIONS

         2.1.  Number of Shares. Subject to the adjustment provisions of
Section 5.11 hereof, the aggregate number of Shares which may be issued under
Options, whether as incentive share options or nonqualified share options, shall
not exceed, in the aggregate with all shares issuable pursuant to options
granted under the Company's 1997 Director Stock Option Plan, 6% of the then
outstanding Shares of the Company. If, and to the extent that, Options granted
under the Plan terminate, expire or are canceled without having been exercised,
new Options may be granted under the Plan with respect to the Shares covered by
such terminated, expired or canceled Options, provided that the granting and
terms of such new Options shall in all respects comply with the provisions of
the Plan. No Options to purchase fractional Shares shall be granted or issued
under the Plan.

         2.2.  Character of Shares. Shares delivered upon the exercise of
Options may be authorized and unissued Shares or issued Shares held in the
Company's treasury, or both.

         2.3.  Reservation of Shares. There shall be reserved at all times for
sale under the Plan an aggregate number of Shares equal to the maximum number of
Shares which may be purchased pursuant to Options granted, or that may be
granted, under Article 4 hereof.

                                    ARTICLE 3.

                                   ELIGIBILITY

         3.1.     Options to Employees.

                  a)     Participants who receive Options under Article 4
         hereof shall consist of directors who are officers of the Company,
         officers and key employees of the Company and to the directors,
         officers and key employees of any of the Company's subsidiaries.

                  b)     No Option which is intended to qualify as an incentive
         share option may be granted to any employee who, at the time of such
         grant, owns, directly or indirectly (within the meaning of Sections
         422(b)(6) and 424(d) of the Code), shares possessing more than ten
         percent (10%) of the total combined voting power of all classes of
         shares of the Company or any of its subsidiaries or affiliates, unless
         at the time of such grant, (i) the option price is fixed at not less
         than 110% of the Fair Market Value (as hereinafter defined) of the
         Shares subject to such Option, determined on the date of the grant, and
         (ii)the exercise of such Option is prohibited by its terms after the
         expiration of five (5) years from the date such Option is granted.


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                                   ARTICLE 4.

                                    OPTIONS

         4.1.     Administration.

                  a)     The Plan, with respect to all Options granted pursuant
         to this Article 4, shall be administered by a committee (the
         "Committee") consisting of not fewer than two "non-employee directors"
         (as defined under Section 16, and the rules promulgated thereunder, of
         the Exchange Act) as designated by the Board of Directors of the
         Company. The Board of Directors of the Company may remove from, add
         members to or fill vacancies in the Committee. b) The Committee is
         authorized, subject to the provisions of the Plan, to establish such
         rules and regulations as it may deem appropriate for the conduct of
         meetings and proper administration of the Plan. All actions of the
         Committee shall be taken by majority vote of its members.

                  c)     Subject to the provision of the Plan, the Committee
         shall have authority, in its sole discretion to interpret the
         provisions of the Plan and, subject to the requirements of applicable
         law, including Rule 16b-3, to prescribe, amend and rescind rules and
         regulations relating to it as it may deem necessary or advisable. All
         decisions made by the Committee pursuant to the provisions of the Plan
         shall be final, conclusive and binding on all persons, including the
         Company, its shareholders, directors, employees and Plan participants.

         4.2.  Grant of Options. The Committee shall determine, within the
limitations of the Plan, the employees (including directors who are also
employees) of the Company and its subsidiaries and affiliates to whom Options
are to be granted under this Article 4, the number of Shares that may be
purchased under each such Option, the Option period and when and in what
increments Shares covered by the Options may be purchased. The Committee shall
designate such Options at the time of the grant as either incentive share
options or nonqualified share options; provided, however, that any Options
granted to employees of any subsidiary of the Company may only be nonqualified
share options. All Options granted pursuant to this Article 4 shall be
authorized by the Committee and shall be evidenced in writing by stock option
agreements ("Stock Option Agreements"), substantially in the form attached
hereto as Appendix A. The Stock Option Agreements shall contain such terms and
conditions as the Committee shall determine which are not inconsistent with the
provisions of the Plan, and, with respect to any Stock Option Agreement granting
Options which are intended to qualify as incentive share options, are not
inconsistent with Section 422 of the Code. Granting of an Option pursuant to
this Article 4 shall impose no obligation on the recipient to exercise such
Option. Any individual who is granted an Option pursuant to this Article 4 may
hold more than one Option granted pursuant to this Article 4 at the same time
and may hold both incentive share options and nonqualified share options at the
same time.



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         4.3.  Option Price. Subject to Section 3.1(b) hereof, the Option price
per each Share purchasable under any Option granted pursuant to this Article 4
shall not be less than 100% of the Fair Market Value of such Share on the date
of the grant of such Option. With respect to any individual, the aggregate Fair
Market Value (determined at the time the Option is granted) of Shares with
respect to which incentive share options may be granted under this Plan, or any
other plan of the Company or any subsidiary, which Options are exercisable for
the first time during any calendar year, may not exceed $100,000.

         4.4.  Excercisability of Option. No Option granted under the Plan shall
be exercisable in any part until the first anniversary of the date of grant of
the Option. Provided that the Optionee is not in breach or default under the
Stock Option Agreement, the right to exercise the Options shall accrue and the
Optionee may purchase the shares subject to the Option in accordance with the
terms set forth in the Stock Option Agreement.

                                   ARTICLE 5.

                         GENERALLY APPLICABLE PROVISIONS

         5.1.  Option Period. Subject to Section 3.1(b), the period for which
an Option is exercisable shall be determined by the Committee in its sole
discretion. Notwithstanding the foregoing, each Option granted under this Plan
shall expire not more than five (5) years from the date such Option is granted.
After the Option is granted, the Option period may not be reduced.

         5.2.  Fair Market Value. If the Shares are listed or admitted to
trading on a securities exchange registered under the Exchange Act, the "Fair
Market Value" of a Share as of a specified date shall mean the average of the
high and low sales prices of the shares for the day immediately preceding the
date as of which Fair Market Value is being determined (or if there was no
reported sale on such date, on the past preceding date on which any reported
sale occurred) reported on the principal securities exchange on which the Shares
are listed or admitted to trading. If the Shares are not listed or admitted to
trading on any such exchange but are listed as a national market security on the
National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ"), traded in the over-the-counter market or listed or traded on any
similar system then in use, the Fair Market Value of a Share shall be the
average of the high and low sales prices for the day immediately preceding the
date as of which the Fair Market Value is being determined (or if there was no
reported sale on such date, on the last preceding date on which any reported
sale occurred) reported on such system. If the Shares are not listed or admitted
to trading on any such exchange, are not listed as a national market security on
NASDAQ and are not traded in the over-the-counter market or listed or traded on
any similar system then in use, but are quoted on NASDAQ or any similar system
then in use, the Fair Market Value of a Share shall be the average of the
closing high bid and low asked quotations on such system for the Shares on the
date in question. If the Shares are not publicly traded, Fair Market Value shall
be determined by the Committee in its sole discretion using appropriate
criteria. An Option shall be considered granted on the date the Committee acts
to grant the Option or such later date as the Committee shall specify.


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         5.3.  Exercise of Options. Options granted under the Plan shall be
exercised by the grantee thereof (the "Optionee") (or by his or her executors,
administrators, guardian or legal representative, as provided in Sections 5.6
and 5.7 hereof) as to all or part of the Shares covered thereby, by the giving
of written notice of exercise to the Company, specifying the number of Shares to
be purchased, accompanied by payment of the full purchase price for the Shares
being purchased. Full payment of such purchase price shall be made within five
(5) business days following the date of exercise and shall be made (i) in cash
or by certified check or bank check, (ii) with the consent of the Committee, by
tendering previously acquired Shares (valued at their Fair Market Value, as
determined by the Committee as of the date of tender), or (iii) with the consent
of the Committee, any combination of (i) and (ii); provided, however, that
payment may not be pursuant to (ii) above unless the Optionee shall have owned
the Shares being tendered in payment for a period of at least six months prior
to the date of exercise of the Option. Such notice of exercise, accompanied by
such payment, shall be delivered to the Company at its principal business office
or such other office as the Committee may from time to time direct, and shall be
in such form, containing such further provisions consistent with the provisions
of the Plan, as the Committee may from time to time prescribe. In no event may
any Option granted hereunder be exercised for a fraction of a Share. The Company
shall effect the transfer of Shares purchased pursuant to an Option as soon as
practicable, and, within a reasonable time thereafter, such transfer shall be
evidenced on the books of the Company.

         5.4.  Non-Transferability of Options. No Option shall be assignable or
transferable by the Optionee, other than by will or the laws of descent and
distribution, and may be exercised during the life of the Optionee only by the
Optionee or his guardian or legal representative.

         5.5.  Termination of Employment. In the event of the termination of
employment of an Optionee for any reason (other than death or disability as
provided below), any Option(s) granted to such Optionee under the Plan shall be
deemed canceled and terminated on the day following the thirty day period
commencing on the date of such termination, unless earlier terminated pursuant
to its terms; provided, however, if such termination is attributable to fraud,
embezzlement, theft or other misconduct injurious to the Company or its
subsidiaries or affiliates, any Option(s) granted to him and not previously
exercised or expired shall be deemed canceled and terminated as of the date of
such termination. The Committee shall have the right to determine whether an
Optionee's termination was attributable to fraud, embezzlement, theft or other
misconduct injurious to the Company or its subsidiaries or affiliates, and such
determination shall be final and conclusive.

         5.6. Death. In the event an Optionee dies while employed by the Company
or any of its subsidiaries or affiliates, any Option(s) granted to him not
previously expired or exercised shall, to the extent exercisable on the date of
death, be exercisable by the estate of such Optionee or by any person who
acquired such Option by bequest or inheritance, at any time within thirty days
after the death of the Optionee, unless the Option is earlier terminated
pursuant to its terms.

         5.7. Disability. In the event of the termination, by the Company or any
of its subsidiaries or affiliates, of employment of an Optionee due to total
disability, the Optionee or his guardian or legal representative shall have the
unqualified right to exercise any Options which have not been


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previously exercised or expired and which the Optionee was eligible to exercise
as of the first date of total disability (as determined by the Committee), at
any time within thirty days after such termination, unless earlier terminated
pursuant to its terms. The term "total disability" shall, for purposes of this
Plan, be defined in the same manner as such term is defined in Section 22(e)(3)
of the Code.

         5.8.  Six-Month Holding Period. Notwithstanding anything to the
contrary in the Plan, each Option (or the Shares underlying the Option) granted
to an individual who is an officer of the Company (within the meaning of Section
16(b) of the Exchange Act) must be held by such individual for a combined period
of at least six months from the date the Option is granted (or until such
earlier date as satisfied any legal requirement for exemption under Rule 16b-3
and as satisfies all other applicable law), provided that the sale, transfer or
other disposition of any Shares underlying any Option shall be permitted within
such period to the extent the sale, transfer or other disposition is exempt
under Rule 16b-3 and all other applicable law.

         5.9. Amendment and Modification of the Plan. The Board of Directors of
the Company may, from time to time, alter, amend, suspend or terminate the Plan
as it shall deem advisable, subject to any requirement for shareholder approval
imposed by applicable law, rule or regulation, provided that the Board of
Directors of the Company may not amend the Plan in any manner that would result
in noncompliance with Rule 16b-3 or any applicable law.

         5.10. Tax Withholding. The Company shall notify the Optionee of any
income tax withholding requirements arising as a result of the exercise of an
Option. The Company shall have the right to require such Optionee to pay such
withholding taxes. If the Optionee shall fail to make such tax payments as are
required, the Company or its subsidiaries or affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to such Optionee or to take such other action as may be
necessary to satisfy such withholding obligations.

         5.11. Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities, the issuance
of warrants or other rights to purchase Shares or other securities or other
similar corporate transaction or event affects the Shares with respect to which
Options have been or may be issued under the Plan, such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as the Committee may
deem equitable, adjust any or all of (i) the number and type of Shares that
thereafter may be made the subject of Options, (ii) the number and type of
Shares subject to outstanding Options, and (iii) the grant or exercise price
with respect to any Option, or if deemed appropriate, make provision for a cash
payment to the holder of any outstanding Option, provided, in each case, that
with respect to "incentive stock options," no such adjustment shall be
authorized to the extent that such adjustment would cause such options to
violate


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Section 422(b) of the Code or any successor provision, and provided
further that the number of Shares subject to any Option denominated in Shares
shall always be a whole number.

         5.12. Right of Discharge Reserved. Nothing in the Plan or the grant of
an Option hereunder shall confer upon any employee or other individual the right
to continue in the employment or service of the Company or any subsidiary or
affiliate of the Company or affect any right that the Company or any subsidiary
or affiliate of the Company may have to terminate the employment or service of
(or to demote or to exclude from future Options granted under the Plan) any such
employee or other individual at any time for any reason. Except as specifically
provided by the Committee, the Company shall not be liable for the loss of
existing or potential profit from an Option granted in the event of termination
of an employment or other relationship even if the termination is in violation
of an obligation of the Company or any subsidiary or affiliate of the Company to
the employee.

         5.13. Nature of Payments. All Options made pursuant to the Plan are in
consideration of services performed for the Company or any subsidiary or
affiliate of the Company. Any income or gain realized pursuant to Options
granted under the Plan constitutes a special incentive payment to the Optionee
and shall not be taken into account, to the extent permissible under applicable
law, as compensation for purposes of any of the employee benefit plans of the
Company or any subsidiary or affiliate of the Company except as may be
determined by the Committee or by the Board of Directors of the Company or
directors of the applicable subsidiary or affiliate of the Company.

         5.14. Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any Shares held under any Option until the date of
issuance of the stock certificates to him for such shares. Except as provided in
Section 5.11 hereof, no adjustment shall be made for dividends or other rights
for which the record date is prior to the date of such issuance.

         5.15. Time of Granting Options. The grant of an Option shall occur only
when a written Stock Option Agreement shall have been duly executed and
delivered by or on behalf of the Company and the employee to whom such Option
shall be granted.

         5.16. Severability. If any provision of the Plan shall be held unlawful
or otherwise invalid or unenforceable in whole or in part, such unlawfulness,
invalidity or unenforceability shall not affect any other provision of the Plan
or part thereof, each of which shall remain in full force and effect. If the
making of any payment or the provision of any other benefit required under the
Plan shall be held unlawful or otherwise invalid or unenforceable, such
unlawfulness, invalidity or unenforceability shall not prevent any other payment
or benefit from being made or provided under the Plan, and if the making of any
payment in full or the provision of any other benefit required under the Plan
would be unlawful or otherwise invalid or unenforceable, then such unlawfulness,
invalidity or unenforceability shall not prevent such payment or benefit from
being made or provided in part, to the extent that it would not be unlawful,
invalid or unenforceable, and the maximum payment or benefit that would not be
unlawful, invalid or unenforceable shall be made or provided under the Plan.


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         5.17. Gender and Number. In order to shorten and to improve the
understandability of the Plan document by eliminating the repeated usage of such
phrases as "his or her" and any masculine terminology herein shall also include
the feminine, and the definition of any term herein in the singular shall also
include the plural except when otherwise indicated by the context.

         5.18. Governing Law. The Plan and all determinations made and actions
taken thereunder, to the extent not otherwise governed by the Code or the laws
of the United States, shall be governed by the laws of the State of Texas and
construed accordingly.

         5.19. Effective Date and Termination of Plan.

                  a)     The Plan shall become effective upon approval of the
         Plan by the Company's Board of Directors and shareholders.

                  b) Options may be granted under the Plan at any time and from
         time to time on or prior to the tenth (10th) anniversary of the
         effective date of the Plan as set forth in Section 5.19(a) above, on
         which date the Plan will expire except as to Options then outstanding
         under the Plan. Such outstanding Options shall remain in effect until
         they have been exercised or terminated or have expired.

         5.20. Captions. The captions in this Plan are for convenience of
reference only, and are not intended to narrow, limit or affect the substance or
interpretation of the provisions contained herein.



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