EXHIBIT 10.1


                 AMENDED AND RESTATED OPTIMUMBANK HOLDINGS, INC.

                                STOCK OPTION PLAN


         1. Purpose. The purpose of the OptimumBank Holdings, Inc. Stock Option
Plan (the "Plan", is to provide an incentive to officers, directors and
employees of OptimumBank Holdings, Inc. and/or its Subsidiaries (collectively,
the "Company") to remain in the employ of the Company or provide services to the
Company and contribute to its success.

         As used in the Plan, the term "Code" shall mean the Internal Revenue
Code of 1986, as amended, and any successor statute, and the term "Subsidiary"
shall have the meaning set forth in Section 424(f) of the Code. References to
Subsidiaries herein shall apply to any Subsidiaries which the Company may
acquire in the future.

         2. Administration.

                (a) The Plan shall be administered by the Board of Directors of
                the Company (the "Board"), which may from time to time delegate
                all or any part of its authority under the Plan to a committee
                (the "Plan Committee") of two or more non-employee Directors (as
                defined in Rule 16b-3 as promulgated by the Securities and
                Exchange Commission pursuant to the Securities Exchange Act of
                1934) who also qualify as "outside directors" for purposes of
                Section 162(m) of the Code. A majority of the Board or Plan
                Committee shall constitute a quorum, and the action of the
                members of the Board of Plan Committee present at any meeting at
                which the quorum is present, or acts unanimously approved in
                writing, shall be the acts of the Board or Plan Committee.

                (b) The interpretation and construction by the Board of any
                provisions of the Plan or of any agreement, notification or
                document evidencing the grant of Options and any determination
                by the Board pursuant to any provision of the Plan or of any
                such agreement, notification or document shall be final and
                conclusive. No member of the Board shall be liable for any such
                action or determination made in good faith, except that the
                Board may be liable to reimburse the Company for any loss
                sustained by reason of the grant of an option at less than par
                value or fair market value.

                (c) Subject to the provisions of the Plan, the Board shall have
                the sole authority to determine:

                    (1)  The persons to whom options to purchase stock (as
                         defined herein) shall be granted:

                    (2)  The number of options to be granted to each person and
                         the number of shares of Stock to which each option
                         pertains, subject to the limitations set forth in
                         section 4 of the Plan;

                    (3)  The price to be paid for the Stock upon the exercise of
                         each option, which shall be equal to or greater than
                         the fair market value and par value per share of Stock
                         on the date the option is granted;

                    (4)  The period within which each option shall be exercised
                         and, with the consent of the optionee, any extensions
                         of such period (provided, however, that the original
                         period and all extensions shall not exceed the maximum
                         period permissible under the Plan); and
                    (5)  The terms and conditions of each stock option agreement
                         entered into between the Company and persons to whom
                         the Company has granted an option of any amendments
                         thereto (provided that the optionee consents to each
                         such amendment).

         3. Eligibility. Officers, directors and employees of the Company shall
be eligible to receive grants of options under the Plan.


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         4. Stock Subject to Plan.

            (a) There shall be reserved for issue upon the exercise of options
            granted under the Plan 522,000 share of Common Stock of the Company
            ("Stock") or the number of shares of stock, which, in accordance
            with the provisions of Section 10 hereof, shall be substituted
            therefore. Such shares may be shares of original issuance or
            treasury shares or a combination thereof. If necessary shares are to
            be provided by treasury shares, the Company must have a capital to
            assets ratio of at least 8 percent.

            (b) Upon the full or partial payment of any option price by the
            transfer to the Company of shares of Stock or upon satisfaction of
            tax withholding provisions in connection with any such exercise or
            any other payment made or benefit realized under the Plan by the
            transfer or relinquishment of shares of Stock, there shall be deemed
            to have been issued or transferred under the Plan only the net
            number of shares of Stock actually issued or transferred by the
            Company.

            (c) Upon payment in cash of the benefit provided by any award
            granted under the Plan, any shares of Stock that were covered by
            that option shall again be available for issuance or transfer
            hereunder.

         5. Terms of Options.

            (a) Incentive Stock Options. It is intended that options granted
            pursuant to this Section 5(a) qualify as incentive stock options as
            defined in Section 422 of the Code. Incentive stock options shall be
            granted only to employees of the Company. Each stock option
            agreement evidencing an incentive stock option shall provide that
            the option is subject to the following terms and conditions and to
            such other terms and conditions not inconsistent therewith as the
            Board may deem appropriate in each case.

               (1)  Option Price. The price to be paid for each share of Stock
                    upon the exercise of each incentive stock option shall be
                    determined by the Board at the time the option is granted,
                    but shall in no event be less than 100% of the greater of
                    the par value or the fair market value of the shares on the
                    date the option is granted, or not less than 110% of the
                    fair market value of such shares on the date such option is
                    granted in the case of an individual then owning (within the
                    meaning of Section 424(d) of the Code) more than 10% of the
                    total combined voting power of all classes of stock of the
                    Company or Subsidiaries. As used in this Plan the term "date
                    the option is granted" means the date on which the Board
                    authorizes the grant of an option hereunder or any later
                    date specified by the board. Fair market value of the shares
                    shall be (i) the mean of the high and low prices of shares
                    of stock sold on the New York or American Stock Exchange on
                    the date the option is granted (or if there was no sale on
                    such date, the highest asked price for the Stock on such
                    date), or (ii) the mean between the bid and quote prices of
                    the Stock in the Over-The-Counter Market or Bulletin Board
                    on the date the option is granted, or (iii) if the Stock is
                    not traded in any market, the greater of the (i) fair market
                    value of the shares as determined by common valuation
                    techniques or (ii) book value.

               (2)  Period of Option and Limitations on Exercise. The period or
                    periods within which an option may be exercised shall be
                    determined by the Board at the time the option is granted,
                    but in no event shall any option granted hereunder be
                    exercised more than ten years from the date the option was
                    granted nor more than five years from the date the option
                    was granted in the case of an individual then owning (within
                    the meaning of Section 424(d) of the Code) more than 10% of
                    the total combined voting power of all classes of stock of
                    the Company or Subsidiaries. Notwithstanding the foregoing,
                    during the first three years of the Plan, no option may be
                    granted which provides for the exercise of more than
                    one-third of such option during each of the first three
                    years of the term of the option.

               (3)  Payment for Stock.

                    (A) Each grant of an incentive stock option shall specify
                    the form of consideration to be paid in satisfaction of the
                    option price and the manner of payment of such
                    consideration, which may include (i) cash in the form of
                    currency or check or other cash equivalent acceptable to the
                    Company, (ii) non-forfeitable, unrestricted shares of Stock
                    which are already owned by the optionee and have a value at
                    the time of exercise that is equal to the option price,
                    (iii) any other legal consideration that the Board may deem
                    appropriate, including without limitation any form of
                    consideration authorized under Section 5(a)(3)(B) below, on
                    such basis as the Board may determine in accordance with the
                    Plan and (iv) any combination of the foregoing.

                    (B) Any grant may provide that payment of the option price
                    may also be made in whole or in part in the form of other
                    shares of stock that are subject to risk of forfeiture or
                    restrictions on transfer. Unless otherwise determined by the
                    Board whenever any option price is paid in whole or in part
                    by means of any of the forms of consideration specified in
                    this Section 5(b)(3)(B), the shares received by the optionee
                    upon the exercise of the option shall be subject to the same
                    risks of forfeiture or restrictions on transfer as those
                    that applied to the consideration surrendered by the

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                    optionee; provided, however, that such risks of forfeiture
                    and restrictions on transfer shall apply only to the same
                    number of shares received by the optionee as applied to the
                    forfeitable or restriction shares surrendered by the
                    optionee. (C) Any grant may provide for deferred payment of
                    the option price from the proceeds of sale through a bank or
                    broker on the date of exercise of some or all of the shares
                    to which exercise relates.

            (b) Nonqualified Stock Options. Nonqualified stock options may be
            granted not only to employees but also to directors who are not
            employees of the Company. Each nonqualified stock option granted
            under the Plan shall be evidenced by a stock option agreement
            between the person to whom such option is granted and the Company.
            Such stock option agreement shall provide that the option is subject
            to the following terms and conditions and to such other terms and
            conditions not inconsistent therewith as the Board may deem
            appropriate in each case.

               (1)  Option Price. The price to be paid for each share of Stock
                    upon the exercise of each incentive stock option shall be
                    determined by the Board at the time the option is granted,
                    but shall in no event be less than 100% of the greater of
                    the par value or the fair market value of the shares on the
                    date the option is granted. As used in this Plan the term
                    "date the option is granted" means the date on which the
                    Board authorizes the grant of an option hereunder or any
                    later date the option is issued as specified by the Board.
                    Fair market value of the shares shall be (i) the mean of the
                    high and low prices of shares of stock sold on the New York
                    or American Stock Exchange on the date the option is granted
                    (or if there was no sale on such date, the highest asked
                    price for the Stock on such date), or (ii) the mean between
                    the bid and quote prices of the stock in the
                    Over-The-Counter Market or Bulletin board on the date the
                    option is granted, or (iii) if the Stock is not traded in
                    any market, the greater of the (i) fair market value of the
                    shares as determined by common valuation techniques or (ii)
                    book value.

                     The price to be paid for each share of Stock upon the
                     exercise of an option shall be determined by the Board at
                     the time the option is granted. As used in this Plan, the
                     term "date the option is granted" means the date on which
                     the Board authorizes the grant of an option hereunder or
                     any later date specified as the date the stock option is
                     issued by the Board.

               (2)  Period of Option and Limitations on Exercise. The period or
                    periods within which an option may be exercised shall be
                    determined by the Board at the time the option is granted,
                    but in no event shall such period exceed 10 years from the
                    date the option is granted. Notwithstanding the foregoing,
                    during the first three years of the Plan, no option may be
                    granted which allows the exercise or vesting of more than
                    one-third of such option during each of the first three
                    years of the term of the option.

               (3)  Payment for Stock.

                    (A) Each grant of a Nonqualified Stock Option shall specify
                    the form of consideration to be paid in satisfaction of the
                    option price and the manner of payment of such
                    consideration, which may include (i) cash in the form of
                    currency or check or other cash equivalent acceptable to the
                    Company, (ii) non-forfeitable, unrestricted shares of Stock,
                    which are already owned by the optionee and have a value at
                    the time of exercise that is equal to the option price,
                    (iii) any other legal consideration that the Board may deem
                    appropriate, including without limitation any form of
                    consideration authorized under Section 5(b)(3)(B) below, on
                    such basis as the Board may determine in accordance with the
                    Plan and (iv) any combination of the foregoing. (B) Any
                    grant may provide that payment of the option price may also
                    be made in whole or in part in the form of other shares of
                    stock that are subject to risk of forfeiture or restrictions
                    on transfer. Unless otherwise determined by the Board
                    whenever any option price is paid in whole or in part by
                    means of any of the forms of consideration specified in this
                    Section 5(b)(3)(B), the shares received by the optionee upon
                    the exercise of the option shall be subject to the same
                    risks of forfeiture or restrictions on transfer as those
                    that applied to the consideration surrendered by the
                    optionee; provided, however, that such risks of forfeiture
                    or restrictions on transfer shall apply only to the same
                    number of shares received by the optionee as applied to the
                    forfeitable or restricted shares surrendered by the
                    optionee. (C) Any grant may provide for deferred payment of
                    the option price from the proceeds of sale through a bank or
                    broker on the date of exercise of some or all of the shares
                    to which the exercise relates.

         6. Nontransferability. The options granted pursuant to the Plan shall
be nontransferable except by will or the laws of descent and distribution, and
shall be exercisable during the optionee's lifetime only by him and after his
death, by this personal representative or by the person entitled thereto under

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his will or the laws of in testate succession, provided that such personal
representative or other person shall have a reasonable time to exercise the
options.

         7. Termination of Employment or Other Relationship. Upon termination of
the optionee's employment or other relationship with the Company, his rights to
exercise options then held by him shall be only as follows (in no case do the
time periods referred to below extend the term specified in any option):

            (a) Death or Disability. Upon the death of an optionee, any option
            which he holds may be exercised (to the extent exercisable at his
            death), unless it otherwise expires, within such period after the
            date of his death (not to exceed twelve (12) months) as the Board
            shall prescribe in his option agreement, by the employee's
            representative or by the person entitled thereto under his will or
            the laws of in testate succession. Upon the disability (within the
            meaning of Section 22(e)(3) of the Code) of an employee, any option
            which he holds may be exercised (to the extent exercisable as of the
            date of disability), unless it otherwise expires, within such period
            after the date of his disability (not to exceed twelve (12) months)
            as the Board shall prescribe in his option agreement.

            (b) Retirement. Upon the retirement of an officer, director or
            employee or the cessation of services provided by a nonemployee
            (either pursuant to a Company retirement plan, if any, or pursuant
            to the approval of the Board), an option my be exercised (to the
            extent exercisable at the date of such termination or cessation) by
            him within such period after the date of his retirement or cessation
            of services (not to exceed three (3) months) as the Board shall
            prescribe in his option agreement.

            (c) Other Termination. In the event an officer, director or employee
            ceases to serve as an officer or director or leaves the employ of
            the Company for any reason other than as set forth in (a) and (b),
            above, any option which he holds shall terminate at the date his
            employment terminates or he ceases providing services to the Company
            or within such period after the date of his cessation of services to
            the Company or within such period after the date of his cessation of
            services (not to exceed three (3) months) as the Board shall
            prescribe in his option agreement. Notwithstanding the foregoing,
            all rights to an option will cease if the employment of the optionee
            is terminated by the Company for Cause. For purposes of this Plan,
            Cause shall mean:

                 (i)    Optionee's conviction by, or entry of a plea of guilty
                        or nolo centendere in a court of competent and final
                        jurisdiction for any crime involving moral turpitude or
                        punishable by imprisonment in the jurisdiction; (ii)
                        Optionee's commission of an act of fraud whether prior
                        to or subsequent to the date of optionee's employment by
                        the Company, upon the Company; (iii) Optionee's
                        continuing repeated willful failure or refusal to
                        perform his duties, gross insubordination or material
                        violation by optionee of any duty of loyalty to the
                        Company or any other material misconduct on the part of
                        optionee.

            (d) Board Discretion. The Board may in its sole discretion
            accelerate the exercisability of any or all options upon termination
            of employment or cessation of services.

         8. Change of Control of the Company. If there is a change in control of
the Company, an option granted under the Plan will, in the sole discretion of
the Board, become immediately exercisable in full. For purposes of the Plan,
"Change of Control" shall mean the occurrence of any of the following events:

            (a) The Company shall merge into itself, or be merged or
            consolidated with, another corporation and as a result of such
            merger or consolidation less than 50% of the outstanding voting
            securities of the surviving or resulting corporation shall be owned
            in the aggregate by the former shareholders of the company as the
            same shall have existed immediately prior to such merger or
            consolidation;

            (b) The Company shall sell or otherwise transfer all or
            substantially all of its assets to any other corporation or other
            legal person, and immediately after such sale or transfer less than
            50% of the combined voting power of the outstanding voting
            securities of such corporation or person is held in the aggregate by
            the former shareholders of the Company as the same shall have
            existed immediately prior to such sale or transfer;

            (c) A person, within the meaning of Sections 3(a)(9), Section
            13(d)(3) or 14(d)(2) (as in effect on the date hereof) of the
            Securities Exchange Act of 1934, shall become the beneficial owner
            (as defined in Rule 13d-3 of the Securities and Exchange Commission
            pursuant to the Securities and Exchange Act of 1934) of 25% or more
            the outstanding voting securities of the Company (whether directly
            or indirectly); or

            (d) During any period of three consecutive years, individuals who at
            the beginning of such period constitute the Board of Directors of
            the Company cease, for any reason, to constitute at least a majority
            thereof, unless the election, or the nomination for election by the
            shareholders of the Company, of each Director first elected during
            any such period as approved by a vote of a least one-third of the

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            Directors of the Company who are Directors of the Company on the
            date of the beginning of any such period.

         9. Transfer to Related Corporation. In the event an employee leaves the
employ of the Company to become an employee of a Subsidiary or any employee
leaves the employ of a Subsidiary to become an employee of the Company or
another Subsidiary, such employee shall be deemed to continue as an employee for
purposes of this Plan.

         10. Adjustment of Shares. In the event of changes in the outstanding
Stock by reason of stock dividends, split-ups, consolidations, recapitalization,
reorganizations or like events (as determined by the Board), an appropriate
adjustment shall be made by the Board in the number and kind of shares reserved
under the Plan, in the number and kind of shares set forth in Section 4 hereof,
and in the number and kind of shares and the option price per share specified in
any stock option agreement with respect to any purchased shares. The
determination of the Board as to what adjustments shall be made shall be
conclusive. Adjustments for any options to purchase fractional shares shall also
be determined by the Board. The Board shall give prompt notice to all optionees
of any adjustment pursuant to this Section.

         11. Securities Law Requirements. The Board may require prospective
optionees, as a condition of either the grant or the exercise of an option, to
represent and establish to the satisfaction of the Board that all shares of
Stock acquired upon the exercise of such option will be acquired for investment
and not for resale. The Company many refuse to permit the sale or other
disposition of any shares acquired pursuant to any such representation until it
is satisfied that such sale or other disposition would not be in contravention
of applicable state or federal securities law.

         12. Tax Withholding. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by an optionee or other person under the Plan, and the
amounts available to the Company for such withholding are insufficient, it shall
be a condition to the receipt of such payment or the realization of such benefit
that an optionee or such other person make arrangements satisfactory to the
Company for payment of the balance of such taxes required to be withheld. At the
discretion of the Board, such arrangements may include relinquishment of a
portion of such benefit. The Company and any optionee or such other person may
also make similar arrangements with respect to the payment of any taxes with
respect to which withholder is not required.

         13. Failure to Meet Minimum Capital Requirements. Each stock option
agreement evidencing a stock option granted pursuant to the Plan shall contain a
provision that requires that optionee to exercise or forfeit the optionee's
options if directed to do so by the institution's primary federal regulator in
the event the Company's capital falls below the minimum requirements, as
determined by its state or primary federal regulator.

         14. Amendment. The Board may amend the Plan at any time, except that:

            (a) Without shareholder approval, the number of shares of Stock
            which may be reserved for issuance under the Plan shall not be
            increased except as provided in Section 10 hereof;

            (b) The option price per share of Stock may not be fixed at less
            than the greater of the par value or 100% of the fair market value
            of a share of Stock on the date the option is granted;

            (c) The maximum period of ten (10) years during which the options
            may be exercised may not be extended:

            (d) The class of persons eligible to receive options under the Plan
            as set forth in Section 3 shall not be changed; and

            (e) Without shareholder approval, this Section 14 may not be amended
            in a manner that limits or reduces the amendments which require
            shareholder approval.

         15. Effective Date. The Plan shall be effective upon its adoption by
the Board of Directors and the stockholders of OptimumBank, the predecessor to
the Company, and approval by the State of Florida Department of Banking and
Finance

         16. Termination. The Plan shall terminate automatically as of the close
of business on the date preceding the 10th anniversary date of its initial
adoption by the Board of Directors or earlier by resolution of the Board of
Directors or upon consummation of the disposition of capital stock or assets of
the Company, as described in Sections 8 hereof. Unless otherwise provided
herein, the termination of the Plan shall not affect the validity of any option
agreement outstanding at the date of such termination.