EXHIBIT 10.3

                          SVB FINANCIAL SERVICES, INC.

                        1997 DIRECTORS STOCK OPTION PLAN


         1. PURPOSES.

                  (a) Opportunity to Purchase Stock.  The purpose of the Plan is
to provide a means by which  Directors of the Company and its  Affiliates may be
given an opportunity to purchase stock of the Company.  The Company, by means of
the Plan,  seeks to retain  the  services  of persons  who are now  Non-Employee
Directors of the Company and its Affiliates,  and to provide incentives for such
persons  to  exert  maximum  efforts  for the  success  of the  Company  and its
Affiliates.

                  (b) Nonstatutory  Stock Options.  The Company intends that the
Options issued under the Plan shall be Nonstatutory Stock Options.

         2.  DEFINITIONS.

         (a) "Affiliate" means any parent corporation or subsidiary  corporation
of the  Company,  as  those  terms  are  defined  in  Sections  424(e)  and  (f)
respectively  of the Code,  whether such  corporations  are now or are hereafter
existing.

         (b)  "Board" means the Board of Directors of the Company.

         (c)  "Code" means the Internal Revenue Code of 1986, as amended.

         (d)  "Committee"  means the Board of Directors of the Company  unless a
separate  Committee has been  appointed by the Board in accordance  with Section
3(c) of the Plan.

         (e) "Common  Stock" means the common stock of SVB  Financial  Services,
Inc., a New Jersey corporation.

         (f) "Company" means SVB Financial Services,  Inc., a corporation of the
State of New Jersey.

         (g) "Continuous  Status as a Director" means the relationship as member
of the Board of Directors is not  interrupted or terminated  with the Company or
any  Affiliate.  Continuous  Status  as  a  Director  shall  not  be  considered
interrupted in the case of : (1) any sick leave, military leave, or any leave of
absence approved by the Committee.

         (h) "Director"  means a member of the Board and includes  Directors who
are officers and Employees of the Company or its  Affiliates  and Directors that
are neither Employees or Officers of the Company or any of its Affiliates.

         (i)  "Disability"  means  permanent and total  disability as defined in
Section 22 (e) (3) of the Code.

         (j) "Non-Employee  Director" means a Director who is considered to be a
"non-employee  director" in  accordance  with Section (b) (3) (i) of Rule 16b-3,
and  any  other  applicable  rules,   regulations  and  interpretations  of  the
Securities and Exchange Commission.
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         (k)  "Employee"  means any person,  including  officers and  Directors,
employed  by the Company or any  Affiliate.  Neither  service as a Director  nor
payment of a director's  fee by the Company  shall be  sufficient  to constitute
"employment" by the Company.

         (l) "Exchange  Act" means the  Securities  and Exchange Act of 1934, as
amended.

         (m) "Fair Market  Value"  means,  as of the any date,  the value of the
Common Stock determined as follows:

                  (i) If the  Common  Stock is listed on any  established  stock
exchange or a national market system,  including without limitation the National
Market System of the National Association of Securities Dealers,  Inc. Automated
Quotation  (NASDAQ)  System,  the Fair Market  Value of a Share of Common  Stock
shall be the  Closing  sales  price for such stock on the date of  determination
(or, if no such price is  reported  on such date,  such price as reported on the
nearest  preceding  day) as quoted on such system or exchange (or exchange  with
the  greatest  volume of trading in the Common  Stock),  as reported in The Wall
Street Journal or such other source as the Committee deems reliable;

                  (ii) If the Common  Stock is quoted on the NASDAQ  System (but
not  on  the  National  Market  System  thereof)  or is  regularly  quoted  by a
recognized  securities  dealer but  selling  prices are not  reported,  the Fair
Market Value of a Share of Common Stock shall be the mean of the closing bid and
the asked prices for the Common Stock on the date of determination  (or, if such
prices are not  reported  for such date,  such prices as reported on the nearest
preceding  date), as reported in the Wall Street Journal or such other source as
the Committee deems reliable;

                  (iii) If the Fair Market Value is not  determined  pursuant to
(i) or (ii) above,  then the Fair Market Value shall be determined in good faith
by the Committee.

         (n)  "Non-Statutory  Stock Option" means an Option not qualifying as an
Incentive  Stock  Option  within the  meaning of Section 422 of the Code and the
regulations promulgated thereunder.

         (o)  "Officer"  means a person who is an officer of the Company  within
the  meaning  of Section 16 of the  Exchange  Act and the rules and  regulations
promulgated thereunder.

         (p)  "Option" means a stock option granted pursuant to the Plan.

         (q) "Option  Agreement" means a written  agreement  between the Company
and the Optionee  evidencing the conditions of an individual  Option grant.  The
Option Agreement shall be subject to the terms and conditions of the Plan.

         (r)  "Optioned  Shares"  means with respect to any Option the Shares of
the Common Stock subject to the Option.

         (s)  "Optionee" means a Director who holds an outstanding Option.

         (t)  "Person" means an individual or an entity.

         (u) "Plan" the SVB Financial Services, Inc. 1997 Directors Stock Option
Plan.
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         (v) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any  successor
to Rule 16b-3.

         (w)  "Shares"  shall  mean a Share of  Common  Stock,  as  adjusted  in
accordance with Section 10.

         3.  ADMINISTRATION.

         (a)  Committee.  The Plan shall be administered by the Committee.

         (b) Powers. The Committee shall have the power,  subject to, and within
the limitations of, the express provisions of the Plan to:

                  (i) determine,  in accordance  with Section 6 of the Plan, the
Fair Market Value per Share of the Common Stock;

                  (ii) determine the terms, provisions,  and the forms of Option
Agreements and, with the consent of the Optionee,  and subject to Section 11, to
modify or amend any outstanding Option;

                  (iii)  accelerate  or defer (with the consent of the Optionee)
the date of any outstanding Option;

                  (iv)  authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an Option;

                  (v) construe and interpret the Plan and Options  granted under
it,  and  to  establish,   amend  and  revoke  rules  and  regulations  for  the
administration  of the Plan,  subject to Section 11;  including  correcting  any
defect, omission or inconsistency in the Plan or in any Option Agreement, in any
manner and to the extent it shall deem  necessary  or expedient to make the Plan
Fully effective;

                  (vi)  effect,  at any  time and  from  time to time,  with the
consent of the affected  Optionee,  the  cancellation  of any or all outstanding
Options  and grant in  substitution  thereof  new  Options  relating to the same
numbers  of Shares,  but  having an  exercise  price per Share  consistent  with
Section 6(b) at the date of the new Option grant; and

                  (vii)  make  all  other  determination   deemed  necessary  or
advisable for the administration of the Plan.

         (c) Committee.  The Board may appoint a committee composed of not fewer
than two (2)  members  of the Board to serve in its place  with  respect  to the
Plan. All of the members of such Committee shall be Non- Employee Directors,  if
required under Section 3(d).  From time to time, the Board may increase the size
of the Committee and appoint such  additional  members,  remove members (with or
without  cause) and substitute  new members of the  committee,  fill  vacancies,
(however  caused) and remove  members of the committee and  thereafter  directly
administer the Plan, all to the extent  permitted by the rules  governing  plans
intended to qualify as a discretionary plan under Rule 16b-3.

         (d) Exchange Act Registration. Any requirement that an administrator of
the Plan be a Non-Employee Director shall not apply (i) prior to the date of the
first  registration of an equity security of the Company under Section 12 of the
Exchange Act or (ii) if the Board or the Committee  expressly declares that such
requirement  shall not apply. Any  Non-Employee  Director shall otherwise comply
with the requirements of Rule 16b-3.
<PAGE>
         4.  GRANT OF OPTIONS AND SHARES SUBJECT TO PLAN.

         (a) Upon the  Effective  Date of the Plan as set  forth in  Section  13
hereof,  each Non-Employee  Director as of December 31, 1996 shall be granted an
Option to purchase 3,900 Shares of the Common Stock at Fair Market Value on said
Effective Date.

         (b) Number of Shares.  Subject to the provisions of Section 10 relating
to  adjustments  upon changes in stock,  the stock that may be sold  pursuant to
Options is 54,600 Shares of the Company's  Common Stock. If any Option shall for
any reason expire or otherwise  terminate without having been exercised in full,
the Optioned Shares not purchased  under such Option shall not become  available
for future issuance under the Plan.

         (c)  Stock  Subject  to  Plan.  The  stock  subject  to the Plan may be
unissued shares or reacquired shares, bought on the market or otherwise.

         5.  ELIGIBILITY.

         (a) Directors Eligible.  Nonstatutory Stock Options shall be granted to
each of the  Non-Employee  Directors  upon the Effective Date of the Plan as set
forth in Section 13 hereof  immediately  following  adoption  of the Plan by the
Board and  approval  thereof  by the  stockholders  as  provided  in  Section 13
hereafter.

         (b)  Directors.  A Director  shall be eligible  for the benefits of the
Plan only if he/she is a Non-Employee Director.

         6.  OPTION PROVISIONS.

         Each Option  Agreement shall be in such form and contain such terms and
conditions  as the  Committee  shall  deem  appropriate.  In the event  that any
provision of the Option  Agreement and the Plan conflict,  the provisions of the
Plan shall control.  The  provisions of separate  Options need not be identical,
but each Option  Agreement shall include  (through  incorporation  of provisions
hereof by reference in the Option  Agreement or otherwise) the substance of each
of the following provisions:

         (a) Term. No Option shall be  exercisable  after the expiration of five
(5) years  from the date it was  granted  and the term of each  Option  shall be
stated in the Option Agreement.

         (b)  Price.  The  exercise  price  shall be not less  than one  hundred
percent  (100%) of the Fair Market  Value of the stock  subject to the Option on
the date the Option is granted.  The  exercise  price of each Stock Option shall
not be less than the par value of the Optioned Shares on the date the Option was
exercised.

         (c) Consideration.  The purchase price of stock acquired pursuant to an
Option  shall be paid,  to the  extent  permitted  by  applicable  statutes  and
regulations at the time the Option is exercised, either in cash or check.

         (d) Exercise. Subject to 9(f), an Option shall be deemed exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Option  Agreement by the person entitled to exercise the Option
and full  payment for the Shares with  respect to which the Option is  exercised
<PAGE>
has been  received by the Company by cash or check.  Each Optionee who exercises
an Option shall,  upon  notification  of the amount due (if any) and prior to or
concurrent with delivery of the certificate  representing the Shares, pay to the
Company by cash or check, amounts necessary to satisfy applicable federal, state
or local tax withholding requirements.

         (e)  Non-Transferability.   A  Directors  Stock  Option  shall  not  be
transferrable  except:  (i) by will or by laws of descent  and  distribution  or
pursuant  to a qualified  domestic  relations  order,  as defined by the Code or
Title I of the Employee Retirement Income Act, as amended ("ERISA), or the rules
thereunder  (a  "QDRO")  and shall be  exercisable  during the  lifetime  of the
Optionee  only by such  person or any  transferee  pursuant  to a QDRO;  or (ii)
without payment of  consideration,  to immediate  family members (i.e.  spouses,
children  and  grandchildren)  of the  Optionee or to a trust for the benefit of
such family members, or partnership whose only partners are such family members.

         (f) Securities Compliance. The Company may require any Optionee, or any
person to whom an Option is  transferred  under Section 6 (f), as a condition of
exercising  such Option,  (i) to give  written  assurances  satisfactory  to the
Compnay as to the Optionee's  knowledge and experience in financial and business
matters and/or to employ a purchaser  representative  reasonably satisfactory to
the Company who is  knowledgeable  and  experienced  in  financial  and business
matters,  and that he or she is capable of evaluating,  alone,  or together with
the purchaser  representative,  the merits and risks of  exercising  the Option;
(ii) to give written  assurances  satisfactory  to the Company stating that such
person is  acquiring  the stock  subject  to the Option  for such  person's  own
account and not with the present intention of selling or otherwise  distributing
the stock; and (iii) to deliver such other  documentation as may be necessary to
comply with  federal  and state  securities  laws.  These  requirements  and any
assurances given pursuant to such requirements,  shall be inoperative if (i) the
issuance of the Shares upon the exercise of the Option has been registered under
a then  effective  registration  statement  under the Securities Act of 1933, as
amended (the  "Securities  Act"),  and all applicable  state securities laws, or
(ii) as to any such  requirement,  a  determination  is made by counsel  for the
Company that such  requirement  need not be met in the  circumstances  under the
applicable  securities  laws.  The  Company  may,  upon advice of Counsel to the
Company,  place  legends  on stock  certificates  issued  under the Plan as such
counsel  deems  necessary  and  appropriate  in order to comply with  applicable
securities laws,  including but not limited to, legends restricting the transfer
of the stock,  and may enter  stop-transfer  orders  against the transfer of the
Shares of Common Stock issued upon the exercise of an Option. The Company has no
obligation  to undertake  registration  of Options or the Shares of Common Stock
issued upon the exercise of an Option.

         (g)  Termination  of  Service.  In the event an  Optionee's  Continuous
Status a Director terminates (other than by the Optionee's death or disability),
the Optionee may exercise his or her Option but only prior to the (i) expiration
of three (3) months after the date of such  termination  and (ii)  expiration of
the term of the  Option as set forth in the  Option  Agreement,  and only to the
extent  that  the  Optionee  was  entitled  to  exercise  it at the date of such
termination.  If after termination,  the Optionee does not fully exercise his or
her Option within the time specified in the Option  Agreement,  the Option shall
terminate.
<PAGE>
         (h) Disability of Optionee.  In the event that an Optionee's Continuous
Status as a Director  terminates as a result of the Optionee's  Disability,  the
Optionee or his or her personal  representative  may exercise his or her Option,
but only within twelve (12) months from the date of such  termination,  and only
to the extent that the  Optionee was entitled to exercise it on the date of such
termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). If, after such termination,  the Optionee
does not fully  exercise  his or her  Option  within the time  period  specified
herein, then the Option shall terminate.

         (i) Death of Optionee.  In the event of the death of an  Optionee,  the
Option may be exercised , at any time within  twelve (12) months  following  the
date of death (or such longer or shorter  time as may be specified in the Option
Agreement) but in no event later than the  expiration  date of the Option as set
forth in the  Option  agreement,  by the  Optionee's  estate or by a person  who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the  Optionee was entitled to exercise the Option as of the date
of his or her death.  If, after  death,  the  Optionee's  estate or a person who
acquired  the right to exercise the Option,  does not fully  exercise the Option
within the time period specified herein, then the Option shall terminate.

         7.  COVENANTS OF THE COMPANY.

         (a)  Reserves.  During the term of the Options,  the Company shall keep
available  at all times and  shall  reserve  the  number of Shares  required  to
satisfy such Options upon exercise.

         (b) Regulatory  Approvals.  The Company shall seek and obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be  required  to issue and sell  Shares  upon  exercise  of the  Options;
provided,  however,  that this  undertaking  shall not  require  the  Company to
register  under the  Securities  Act either the Plan or any Option or any Shares
issued or issuable pursuant to such Options.  If, after reasonable efforts,  the
Company  is unable  to obtain  from such  regulatory  commission  or agency  the
authority that counsel for the Company deems  necessary for the lawful  issuance
and sale of the Shares under the Plan,  the Company  shall be relieved  from any
liability  for  failure to issue or sell Shares  upon  exercise of such  Options
unless and until authority is obtained.

         8.  USE OF PROCEEDS FROM STOCK.

         Proceeds  from  the  sale  of  the  stock  pursuant  to  Options  shall
constitute general funds of the Company.

         9.  MISCELLANEOUS.

         (a) No Rights as  Shareholder.  Neither an  Optionee  nor any person to
whom an Option  is  transferred  under  Section  6(f)  shall be deemed to be the
holder of or to have any of the rights of a holder  with  respect to, any Shares
subject to such  Option  including,  but not  limited  to,  rights to vote or to
receive  dividends  unless and until such person has satisfied all  requirements
for  the  exercise  of the  Option  according  to its  terms,  the  certificates
evidencing  such  Shares  have been issued and such person has become the record
owner of such Shares.
<PAGE>
         (b) No  Right  To  Continue  as  Director.  Nothing  in the Plan or any
instrument  executed or Option  granted  pursuant  thereto shall confer upon any
Director or Optionee any right to continue in the employ of the Company,  or any
Affiliate,  or to continue to serve as a member of the Board of Directors of the
Company  or any  Affiliate  or shall  affect  the  right of the  Company  or any
Affiliate to terminate  the  employment  or the  relationship  of any  Director,
Employee, Officer or Optionee with or without cause.

         (c)  Date of  Grant.  Once  Shareholder  approval  of the Plan has been
obtained, the date of grant of an Option shall, for all purposes, be the date on
which the Shareholder  approval of the Plan was obtained.  Notice shall be given
to each Optionee within a reasonable time after the date of such grant.

         (d) Rule 16b-3.  With  respect to persons  subject to Section 16 of the
Exchange  Act,  transactions  under the Plan are  intended  to  comply  with all
applicable  conditions  of Rule  16b-3  and with  respect  to such  persons  all
transactions shall be subject to such conditions  regardless of whether they are
expressly  set forth in the Plan or the  Option  Agreement.  To the  extent  any
provision of the Plan or action by the Committee  fails to comply,  it shall not
apply to such persons or their  transactions  and shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.

         (e)  Conditions  Upon  Exercise of Options.  Notwithstanding  any other
provisions, Shares shall not be issued and Options shall not be exercised unless
the  exercise  of such  Option and the  Issuance  and  delivery  of such  Shares
pursuant  thereto shall comply with all relevant  provisions  of law,  including
without  limitation,  the Securities Act of 1933, as amended,  applicable  state
securities  laws,  the  Exchange  Act,  the  rules and  regulations  promulgated
thereunder,  and the requirements of any stock exchange  (including NASDAQ) upon
which the  Shares  may then be  listed,  and  shall be  further  subject  to the
approval of counsel for the Company with respect to such compliance.

         (f) Notice.  Any written  notice to the Company  required by any of the
provisions  of the Plan shall be addressed  to the  Secretary of the Company and
shall be effective when it is received.  Any written notice to Optionee required
by the Plan shall be  addressed  to the  Optionee at the address on file for the
Optionee  with the Company and shall become  effective 3 days after it is mailed
by certified mail, postage prepaid to such address or at the time of delivery if
delivered sooner by messenger or overnight delivery service.

         10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         (a) Changes in  Capitalization.  Subject to any required  action by the
Shareholders  of the  Company,  the  maximum  number of  Shares of Common  Stock
subject  to the Plan,  the  number of Shares  of Common  Stock  covered  by each
outstanding  Option  and the  number of Shares  of Common  Stock  that have been
authorized  for issuance  under the Plan but have been returned to the plan upon
cancellation  or  expiration  of an  option,  as well as the  price per Share of
Common  Stock shall be  proportionally  adjusted for any increase or decrease in
the number of issued Shares of the Common Stock,  resulting  from a stock split,
stock  dividend,  combination  or  reclassification  of Shares  of Common  Stock
effected  without  consideration  by the  Compnay;  provided,  however  that the
conversion of any  convertible  securities of the Company shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be
made by the  Committee,  whose  determination  in that  respect  shall be final,
binding and conclusive.  Except as expressly provided herein, no issuance by the
Company of Shares of stock of any class, or securities  convertible  into Shares
of stock of any class,  shall affect,  and no adjustment by reason thereof shall
be made with respect to, the number or exercise price of Optioned Shares.
<PAGE>
         (b)  Dissolution  or   Liquidation.   In  the  event  of  the  proposed
dissolution  or  liquidation  of  the  Company,  each  outstanding  Option  will
terminate  immediately prior to the consummation of such proposed action, unless
otherwise  provided by the Committee.  The Committee may, in the exercise of its
sole discretion in such instances, declare that any Option shall terminate as of
a date fixed by the  Committee  and give each Optionee the right to exercise his
or her Option as to all or any part of the Optioned Shares,  including Shares as
to which the Option would not otherwise be exercisable.

         (c) Merger or Asset Sale.  Subject to Section 10 (b), in the event of a
proposed sale of all or substantially  all of the assets of the Company,  or the
merger, restructure, reorganization or consolidation of the Company with or into
another entity or entities in which the Shareholders of the Company receive cash
or securities of another  issuer,  or any combination  thereof,  in exchange for
their Shares of Common  Stock,  each  outstanding  Option shall be assumed or an
equivalent  option shall be substituted by such successor entity or an Affiliate
of such successor entity,  unless the Committee  determines,  in the exercise of
its sole  discretion and in lieu of such  assumption or  substitution,  that the
Optionee shall have the right to exercise the Option as to all Optioned  Shares,
including  Shares as to which the Option would not  otherwise be vested.  If the
Committee   makes  an  Option  fully   exercisable  in  lieu  of  assumption  or
substitution   in  the   event  of  a   merger,   restructure,   reorganization,
consolidation  or sale of assets,  the Committee  shall notify the Optionee that
the Option shall be fully  exercisable for a period of thirty (30) days from the
notice,  and the Option will terminate  upon the expiration of such period.  For
the purposes of this  Section,  the Option shall be  considered to be assumed if
following  the merger,  restructure,  reorganization,  consolidation  or sale of
assets,  the Option  confers  the right to  purchase,  for each  Optioned  Share
immediately prior to the merger, restructure,  reorganization,  consolidation or
sale of assets, the consideration (whether in stock, cash,or other securities or
property) received in the merger or sale of asset by holders of Common Stock for
each Share of Common Stock for each Share of Common Stock held on the  effective
date of the  consummation  of the  transaction  (and if holders  were  offered a
choice of consideration,  the type of consideration,  the type of Common Stock);
provided,  however,  that if such  consideration  received in the solely  common
equity of the successor  entity or its  Affiliates,  the Committee may, with the
consent of the successor entity the Optionee,  provide for the  consideration to
be received  upon the exercise of the Option,  for each  Optioned  Share,  to be
solely Common Stock of the successor entity or its Affiliates equal Common Stock
in the merger, restructure, reorganization, consolidation or sale of assets.

         11.  AMENDMENT OF THE PLAN.

         (a) Amendments by the Committee.  The Committee at any time,  from time
to time, may amend the Plan, provided,  however, that if required by Rule 16b-3,
no  amendment  shall be made more than once  every  six  months,  other  than to
comport  with the  changes  in the  Code,  ERISA or the  rules  and  regulations
promulgated thereunder.

         (b)  Compliance   with  the  Code  and  Rule  16b-3.  It  is  expressly
contemplated  that the Committee may amend the Plan in any respect the Committee
deems necessary or advisable to bring the Plan and the Options granted hereunder
into compliance with the Code and Rule 16b-3.
<PAGE>
         (c) Shareholder Approval. Notwithstanding anything to the contrary, the
Company shall obtain  Shareholder  approval of any Plan  amendment to the extent
necessary  or  desirable  to  comply  with  Rule  16b-3 or with the Code (or any
successor rule or statute or other applicable law, rule or regulation, including
the  requirements  o any exchange or quotation  system on which the Common Stock
may be listed or quoted).  Such  Shareholder  approval,  if  required,  shall be
obtained in such manner and to such degree as is required by the applicable law,
rule or regulation.

         (d) Rights and  Obligations  Granted  Prior to  Amendments.  Rights and
obligations  under any Option granted before  amendment of the Plan shall not be
altered or impaired by any amendment of the Plan unless (i) the Company requests
the  consent  of the  Optionee  or his or her  successor  and (ii)  such  person
consents in writing.

         12.  TERMINATION OR SUSPENSION OF THE PLAN.

         (a)  Termination  Date. The Committee may suspend or terminate the Plan
at any time. Unless sooner terminated,  the Plan shall terminate within ten (10)
years of the date the Plan is adopted by, the Board of  Directors or approved by
Shareholders  of the  Company  which ever date is  earlier.  No  Options  may be
granted under the Plan while it is suspended or after it is terminated.

         (b) Alteration of Existing  Rights.  Rights and  obligations  under any
Option  granted  while the Plan is in effect shall not be altered or impaired by
the  suspension  or  termination  of the Plan  except  with the  consent  of the
Optionee or his or her successor.

         13.  EFFECTIVE DATE OF PLAN AND GRANT OF OPTIONS.

         The Plan and the Options granted hereunder shall become effective as of
the date of approval of the Plan in compliance with Section 14 of the Act by the
affirmative  votes of the holders of a majority of the Common Stock present,  or
represented, and entitled to vote at the 1997 Annual meeting of the Shareholders
duly held in accordance with the applicable laws of the State of New Jersey.