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                                                                    EXHIBIT 10.3

                             NAB ASSET CORPORATION
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1.  PURPOSE OF THE PLAN.  This NAB Asset Corporation 1996 Non-Employee Director
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   Stock Option Plan (the "Plan") is adopted for the benefit of the directors of
   the NAB Asset Corporation (the "Company") who, at the time of their service,
   are not employees of the Company or any of its subsidiaries (the "Non-
   Employee Directors"), and is intended to advance the interests of the Company
   by providing the Non-Employee Directors with additional incentive to serve
   the Company by increasing their proprietary interest in the success of the
   Company.

2.  ADMINISTRATION OF THE PLAN.
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     (a) The plan shall be administered by a committee (the "Compensation
         Committee") to be appointed by the Board of Directors of the Company
         (the "Board"), which Compensation Committee shall consist of not less
         than two members of the Board.  For the purposes of this Plan, a
         majority of the members of the Compensation Committee shall constitute
         a quorum for the transaction of business, and vote of a majority of
         those members present at any meeting shall decide any question brought
         before that meeting.  No member of the Compensation Committee shall be
         liable for any act or omission of any other member of the Compensation
         Committee or for any act or omission on his own part, including
         (without limitation) the exercise of any power or discretion given to
         him under this Plan, except those resulting from his own gross
         negligence or willful misconduct.


     (b) The compensation Committee shall have full authority to administer the
         Plan, including authority to interpret and construe any provision of
         the Plan and the terms of any option ("Option") or cash fee award
         ("Cash Fee Award") granted under it and to adopt such rules and
         regulation for administering the Plan as it may deem necessary.
         Decisions of the Compensation Committee shall be final and binding on
         all parties.  Notwithstanding the above, the selection of Non-Employee
         Directors to whom Options are to be granted, the number of shares
         subject to any Option, the exercise price of any Option and the ten-
         year maximum term of any Option shall be as hereinafter provided, and
         the Compensation Committee shall have no discretion as to such matters.

3.  STOCK RESERVED FOR THE PLAN.  The total number of shares of the Company's
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   common stock, par value $.10 per share (the "Common Stock") with respect to
   which Options may be granted under the Plan, shall not exceed the aggregate
   of 150,000 shares; provided, that the class and aggregate number of shares
   which may be subject to the Options granted hereunder shall be subject to
   adjustment in accordance with the provisions of Section 15 of this Plan.
   Such shares may be treasury shares or authorized but unissued shares.  The
   Company shall reserve for issuance pursuant to this Plan such number of
   shares of Common Stock as may from time to time be subject to Options granted
   hereunder.  If any Option expires or is canceled prior to its exercise in
   full, the shares theretofore subject to such Option may again be made subject
   to an Option under the Plan.  All Options granted under the Plan will
   constitute non-qualified options ("NQO").

4.  GRANT OF OPTIONS
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     (a) Non-Employee Directors on the Effective Date of this Plan; Initial
         Grant.  Subject to the provisions of Section 18 hereof, there shall be
         granted to each person who is a Non-employee Director on the effective
         date of this Plan (an "Existing Director") a one-time NQO to purchase
         15,000 shares of Common Stock at a per share exercise price equal to
         the Fair Market Value (defined below) of a share of Common Stock on
         such date.

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     (b) Non-Employee Directors Elected after the Effective Date of this Plan:
         Initial Grant.  Subject to the provisions of Section 18 hereof, for so
         long as this Plan is in effect and shares are available for the grant
         of NQO's hereunder, each person who is elected as a Non-Employee
         Director of the Company after the effective date of this Plan and who
         is (A) not an Existing Director, (B) not appointed or elected to the
         Board in connection with or as a result of the completion of a
         financing or acquisition transaction in which the appointment or
         election of such person, or the execution of an agreement obligating
         the parties thereto to vote in favor of the appointment or election of
         such person, is a condition to the obligation or any party to the
         transaction to compete the transaction and ( C) not otherwise an
         employee of the Company or any of the Company's subsidiaries (as
         defined in Section 424f of the Internal Revenue Code of 1986, as
         amended (the "Code") (a "New Director") (Existing Directors and New
         Directors are hereinafter sometimes referred to herein as "Eligible
         Directors") shall be granted a one-time NQO to purchase 15,000 shares
         of Common Stock at a per share exercise price equal to the Fair Market
         Value (defined below) of a share of Common Stock on such date (subject
         to the adjustments provided in Section 15 hereof).  This Section 4(b)
         shall only apply to a Non-Employee Director the first time he or she is
         elected a director of the Company.  Persons elected to be a director
         for a second or any subsequent term shall be granted NQOs in accordance
         with Section 4(c) below.

    (c)  Annual Option Grant to Non-Employee Directors: Subsequent Grant.
         Subject to the provisions of Section 18 hereof, for so long as this
         Plan is in effect and there are shares available for the grant of NQOs
         hereunder (beginning with those Eligible Directors reelected at the
         Company's 1997 annual meeting of stockholders), each Eligible Director
         who shall be reelected a Non-Employee Director for his or her second or
         any subsequent term after the effective date of this Plan, shall be
         granted an NQO to purchase 1,000 shares of Common Stock at a per share
         exercise price equal to the Fair Market Value (defined below) of a
         share of Common Stock on such date (subject to the adjustments provided
         in Section 15 hereof). This Section 4 (c ) shall only apply to an
         Eligible Director on his or her second or any subsequent election to
         the Company's Board of Directors.

     (d) For the purposes of this Section 4, the "Fair Market Value" as of any
         particular date shall mean (i) the closing sales price on the
         immediately preceding business day of a share of Common Stock as
         reported on the principal securities exchange on which shares of Common
         Stock are then listed or admitted to trading or (ii) if not so
         reported, the average of the closing bid and asked prices for a share
         of Common Stock on the immediately preceding business day as quoted on
         the National Association of Securities Dealers Automated Quotation
         System ("NASDAQ") or (iii) if not quoted on NASDAQ, the average of the
         closing bid and asked prices for a share of Common Stock as quoted by
         the National Quotation Bureau's "Pink Sheets" or the National
         Association of Securities Dealers' OTC Bulletin Board System.  If the
         price of a share of Common Stock shall not be so reported, the Fair
         Market Value of a share of Common Stock shall be determined by the
         Compensation Committee in its absolute discretion.

5.  CASH FEE AWARDS.  At the direction of the Board, the Company may pay cash
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   fees to Eligible Directors from time to time for serving on the Board and for
   attendance at meetings of the Board or committees thereof  (the "Cash Fee
   Awards").  Each Eligible Director may elect on the date of each annual
   meeting of stockholders, in a writing delivered to the Company's principal
   executive offices  to have his Case Fee Awards paid to him in shares of
   Common Stock, such number of shares of Common Stock to be determined by
   dividing the amount of each Cash Fee Award by the Fair Market Value (as
   defined in Section 4(d) of a share of Common Stock on the last day of the
   calendar month in which the Cash Fee Award is awarded.  Such election by an
   Eligible Director to have his Cash Awards paid to him in shares of Common
   Stock shall remain valid until the date of the next annual meeting of

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   stockholders, and if the Eligible Director does not make another written
   election of conversion of Cash Fee Awards at that time, his Cash Fee Awards
   for the next year shall be paid in cash.

6.  OPTION AGREEMENT.  Each NQO granted under the Plan shall be evidenced by an
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   agreement, in a form approved by the Compensation Committee, which shall be
   subject to the terms and conditions of the Plan.  Any agreement may contain
   such other terms, provisions and conditions as may be determined by the
   Compensation Committee and that are not inconsistent with the Plan.

7.  VESTING AND TERM OF OPTIONS.  Each NQO granted under this Plan shall vest in
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   full on the date of grant; provided however, that no NQO shall be exercisable
   until the expiration of six (6) months after the date of grant, and provided,
   further, that such NQO shall be subject to termination as provided in Section
   9 hereof.  Each option agreement shall provide that the NQO shall expire ten
   years from the date of grant, unless sooner terminated pursuant to Section 9
   hereof.

8.  EXERCISE OF OPTIONS.  NQOs shall be exercisable at any time after the
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   expiration of six (6) months from the date of grant, subject to termination
   as provided in Section 9 hereof.  NQOs shall be exercised by written notice
   to the Company setting forth the number of shares with respect to which the
   NQO is being exercised and specifying the address to which the certificates
   representing such shares are to be mailed.  Such notice shall be accompanied
   by cash or certified check, bank draft, or postal or express money order
   payable to the order of the Company, for an amount equal to the product
   obtained by multiplying the exercise price of the NQO by the number of shares
   of Common Stock with respect to which the NQO is then being exercised.  As
   promptly as practicable after receipt of such written notification and
   payment, the Company shall deliver to the Eligible Director a certificate or
   certificates representing the number of shares of Common Stock with respect
   to which such NQO has been so exercised, issued in the Eligible Director's
   name; provided, however, that such delivery shall be deemed effected for all
   purposes when the Company's transfer agent shall have deposited such
   certificates in the United States mail, addressed to the Eligible Director,
   at the address specified pursuant to this Section 8.

Any NQO granted under the Plan may be exercised by a broker-dealer acting on
behalf of an Eligible Director if (i) the broker-dealer has received from the
Eligible Director or the Company a duly endorsed agreement evidencing such NQO
and instructions signed by the Eligible Director requesting the Company to
deliver the shares of Common Stock subject to such NQO to the broker-dealer on
behalf of the Eligible Director and specifying the account into which such
shares should be deposited and (ii) the broker-dealer and the Eligible Director
have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part
220.


9.  TERMINATION OF OPTIONS.  Except as may be otherwise expressly provided in
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   this Plan or otherwise determined by the Compensation Committee, each NQO, to
   the extent it shall not have been exercised previously, shall terminate on
   the earliest of the following:

     (A) On the last day of the three-month period commencing on the date on
         which the Eligible Director ceases to be a member of the Board for any
         reason other than the death of the Eligible Director, during which
         period the Eligible Director shall be entitled to exercise all NQOs
         held by the Eligible Director on the date on which the Eligible
         Director ceased to be a member of the Board that could have been
         exercised on such date;

     (B) On the last day of the six-month period commencing on the date of the
         Eligible Director's death while serving as a member of the Board,
         during which period the executor or administrator of the Eligible
         Director's estate or the person or persons to whom the Eligible
         Director's NQO shall have been transferred by will or the laws of
         descent or distribution, shall be entitled to exercise all NQOs in
         respect of the number of shares that the Eligible

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         Director would have been entitled to purchase had the Eligible Director
         exercised such NQOs on the date of his death;

     (C)  Ten years after the date of grant of such NQO; or

     (D)  The point in time when no shares of Common Stock reserved for issuance
          pursuant to NQOs granted under the Plan are available.


10.  ASSIGNABILITY OF OPTIONS.  During the term of an NQO, the NQO shall not be
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    assignable or otherwise transferable  except by will or by the laws of
    descent and distribution.  Each NQO shall be exercised during the Eligible
    Director's lifetime only by the Eligible Director.

11.  NO RIGHTS AS STOCKHOLDER.  No Eligible Director shall have any rights as a
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    stockholder with respect to shares covered by an NQO until the date of
    issuance of a stock certificate or certificates representing such shares.
    Except as provided in Section 15 hereof, no adjustment for dividends or
    otherwise shall be made if the record date therefor is prior to the date of
    issuance of certificates representing shares of Common Stock purchased
    pursuant to exercise of this NQO.

12.  EXTRAORDINARY CORPORATE TRANSACTIONS.  If the Company effects a merger,
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    consolidation, acquisition, separation, reorganization, liquidation or
    similar transaction, the Company may substitute new options for the NQOs
    outstanding under the Plan or a corporation other than the Company,
    including (without limitation) a parent or subsidiary of the Company, may
    assume the Company's duties as to NQOs outstanding under the Plan.
    Notwithstanding the foregoing or the provisions of Section 14 hereof, in the
    event such corporation or parent or subsidiary of the Company dues not
    substitute new and substantially equivalent option rights for, or assume,
    the NQOs then outstanding under the Plan, all such extraordinary corporate
    transaction, and in full consideration of such cancellation, the Eligible
    Director to whom the NQO was granted shall be paid an amount in cash equal
    to the excess of (i) the value, ad determined by the Compensation Committee
    in its absolute discretion, of the property (including cash) received by the
    holder  or a share of Common  Stock as a result of such event less (ii) the
    exercise price of the NQO.

   Except as otherwise expressly provided in this Plan, the issue by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, for cash or property, or for labor or services either on direct
sale or on the exercise or rights or warrants to subscribe therefor, or on
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number or price of shares of Common Stock then
subject to outstanding NQOs.

13.  INVESTMENT REPRESENTATIONS.  If the shares issuable on exercise of an NQO
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    are not registered under the Securities Act of 1933, as amended (the
    "SECURITIES ACT"), the Company may imprint on the certificate representing
    such shares the following legend or any other legend that counsel for the
    Company considers necessary or advisable to comply with the Securities Act.

     THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
     SECURITIES LAWS OF ANY STATE ANY MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON
     REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL,
     IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS
     NOT REQUIRED FOR SUCH SALE OR TRANSFER.

The Company may, but shall in no event be obligated to, register any securities
covered under this Plan pursuant to the Securities Act and, if any shares are so
registered, the Company may remove any legend on

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certificates representing such shares. The Company shall not be obligated to
take any other affirmative action to cause the exercise of an NQO or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority.

14.  AMENDMENT OR TERMINATION.  The Board may amend, modify, revise or terminate
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    this Plan at any time and from time to time; provided, however, that without
    the further approval of the holders of a majority of the Company's
    outstanding securities present and in person or by proxy and entitled to
    vote at an annual or special meeting of the stockholders, or if the
    provisions of the Company's charter or bylaws or applicable state law
    prescribes a greater degree of stockholder approval for this action, without
    the degree of stockholder approval so required, the Board may not (a)
    materially increase the benefits accruing to Eligible Directors under this
    Plan; (b) except as provided in Section 15 hereof, materially increase the
    number of shares of Common Stock that may be issued under this Plan; or (c)
    materially modify the requirements as to eligibility for participation in
    this Plan.  In addition, this Plan may not be amended more than once every
    six months with respect to the Plan provisions referred to in Rule 16b-3
    (c)(2)(ii)(A) under the Securities Exchange Act of 1934, as amended, other
    than to comport with changes in the Code, the Employee Retirement Income
    Security Act of 1974, as amended, or the rules thereunder.  All NQOs granted
    under this Plan shall be subject to the terms and provisions of this Plan
    and any amendment, modification or revision of this Plan shall be deemed to
    amend, modify or revise all NQOs outstanding under this Plan at the time of
    such amendment, modification or revision.  If this Plan is terminated by
    action of the Board, all outstanding NQOs may be terminated.

15. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.  The existence of outstanding
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    NQOs shall not effect in any way the right or power  of the Company or its
    stockholders to make or authorize the dissolution or liquidation of the
    Company, any sale or transfer of all or any part of the Company's assets or
    business, any reorganization or other corporate act or proceeding, whether
    of a similar character or otherwise, any or all adjustments,
    recapitalizations, reorganizations or other changes in the Company's capital
    structure or its business, any merger or consolidation of the Company, or
    any issuance of bonds, debentures, preferred or prior preference stock
    senior to or affecting the Common Stock or the rights thereof; provided,
    however, that if (a) the outstanding shares of Common Stock of the Company
    shall be subdivided into a greater number of shares or (b) the outstanding
    shares of Common Stock shall be combined a smaller number of shares thereof,
    then (x) the number of shares of Common Stock available for the grant of
    NQOs under the Plan shall be proportionally adjusted to equal the product
    obtained by multiplying such number of available shares remaining by a
    fraction, the numerator of which is the number of outstanding shares of
    Common Stock after giving effect to such combination or subdivision and the
    denominator of which is that number of outstanding shares of Common Stock
    prior to such combination or subdivision, (y) the exercise price of any NQO
    then outstanding under the Plan shall be proportionately adjusted to equal
    the product obtained by multiplying such exercise price by a fraction, the
    numerator of which is the number of outstanding shares of Common Stock prior
    to such combination or subdivision and the denominator of which is that
    number of outstanding shares of Common Stock after giving effect to such
    combination or subdivision, and (z) the number of shares of Common Stock
    issuable on the exercise of any NQO then outstanding under the Plan or
    thereafter granted under the Plan shall be proportionately adjusted to equal
    the product obtained by multiplying such number of shares of Common Stock by
    a fraction, the numerator of which is the number of outstanding shares of
    Common Stock after giving effect to such combination or subdivision and the
    denominator of which is that number of outstanding shares of Common Stock
    prior to such combination or subdivision.

16.  COMPLIANCE WITH OTHER LAWS AND REGULATIONS.  The Plan, the grant and
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    exercise of NQOs thereunder, and the obligation of the Company to sell and
    deliver shares acquirable on exercise of such NQOs, shall be subject to all
    applicable federal and state laws, rules and regulations and to such
    approvals by any governmental or regulatory agency or national securities
    exchange as may be required.  The Company shall not be required to sell or
    issue any shares on exercise of any NQO if the issuance of such shares shall
    constitute a violation by the Eligible Director or the Company of any

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    provisions of any law or regulation of any governmental authority.  Each NQO
    granted under this Plan shall be subject to the requirement that, if at any
    time the Board of the Compensation Committee shall determine that (1) the
    listing, registration or qualification of the shares subject thereto on any
    securities exchange or under any state or federal law of the United States
    or of any other country or governmental subdivision thereof, (2) the consent
    or approval of any governmental regulatory body, or (3) the making of
    investment or other representations, are necessary or desirable in
    connection with the issue or purchase of shares subject thereto, no such NQO
    may be exercised in whole or in part unless such listing, registration,
    qualification, consent, approval or representation shall have been effected
    or obtained, free of any conditions not acceptable to the Compensation
    Committee.  Any determination in this connection by the Compensation
    Committee shall be final, binding and conclusive.

17. INDEMNIFICATION OF COMPENSATION COMMITTEE AND BOARD OF DIRECTORS.  The
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    Company shall, to the fullest extent permitted by law, indemnify, defend and
    hold harmless any person who at any time is a party or is threatened to be
    made a party to any threatened, pending or completed action, suit or
    proceeding (whether civil, criminal, administrative or investigative) in any
    way relating to or arising out of this Plan or any NQOs granted hereunder by
    reason of the fact that such person is or was at any time a director of the
    Company or a member of the Compensation Committee against judgments, fines,
    penalties, settlements and reasonable expenses (including attorney's fees)
    actually incurred by such person in connection with such action, suit or
    proceeding.  This right of indemnification shall inure to the benefit of the
    heirs, executors and administrators of each person and is in addition to all
    other rights to which such person may be entitled by virtue of the bylaws of
    the Company or as a matter of law, contract or otherwise.

18. EFFECTIVE DATE OF THE PLAN.  This Plan shall be effective, subject to
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    stockholder approval, on June 6, 1996.  This Plan, and all NQOs granted
    under this Plan prior to stockholder approval, shall be void and of no
    further force and effect unless this Plan shall have been approved by the
    requisite vote of the stockholders entitled to vote at a meeting of the
    stockholders of the Company called for such purpose, prior to December 31,
    1997.  No NQO or cash fee awards shall be granted pursuant to this Plan on
    or after June 6, 2006.

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