AMERICAN BANCSHARES, INC.

                   1999 STOCK OPTION AND EQUITY INCENTIVE PLAN


                                    ARTICLE I
                                    The Plan

         1.1  Establishment of the Plan.  American  Bancshares,  Inc., a Florida
corporation (the "Company"),  hereby establishes the "American Bancshares,  Inc.
1999 Stock Option and Equity  Incentive  Plan"  (hereinafter  referred to as the
"Plan").  The Plan permits the grant of incentives  in the form of  Nonqualified
Stock Options,  Incentive  Stock Options,  Reload  Options,  Stock  Appreciation
Rights,  Restricted  Stock,  or Unrestricted  Stock Awards,  and any combination
thereof.  Unless  otherwise  defined,  all  capitalized  terms have the  meaning
ascribed to them in Article II.

         1.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its  shareholders  by offering  officers,  employees,  and directors
incentives that will promote the identification of their personal interests with
the long-term  financial  success of the Company and with growth in  shareholder
value.  The Plan is designed to  strengthen  the  Company's  ability to recruit,
attract,  and retain,  highly qualified  managers,  consultants,  and staff, and
qualified and  knowledgeable  independent  directors  capable of furthering  the
future  success of the Company by  encouraging  the  ownership of Shares by such
employees  and directors  and to  strengthen  the mutuality of interest  between
employees and  directors,  on one hand, and the Company's  shareholders,  on the
other  hand.  The equity  investments  granted  under the Plan are  expected  to
provide  employees  with an  incentive  for  productivity  and to  provide  both
employees and directors  with an opportunity to share in the growth and value of
the Company.


                                   ARTICLE II
                                   Definitions

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

         2.1 "Award"  shall mean any award under this Plan of any Stock  Option,
Reload Options,  SARs,  Restricted  Stock, or  Unrestricted  Stock Awards.  Each
separate grant of a Stock Option, Reload Option, an SAR, Restricted Stock, or an
Unrestricted  Stock Award to an Employee or a Director,  and each group of Stock
Options,  Reload Options, SARs, Restricted Stock, or an Unrestricted Stock Award
which mature on a separate date is treated as a separate Award.

         2.2 "Award  Agreement" means the written  agreement between the Company
and a Participant  implementing  the grant of, and evidencing and reflecting the
terms of, an Award.

         2.3 "Board" or "Board of Directors" means the Board of Directors of the
Company, as constituted from time to time.

         2.4 "Cause"  means a  determination  by the Board of  Directors  that a
Participant has: (a) engaged in any type of disloyalty to the Company, including
without  limitation fraud,  embezzlement,  theft, or dishonesty in the course of
his or her employment or service,  or has otherwise  breached a duty owed to the
Company,  (b) been  convicted of a misdemeanor  involving  moral  turpitude or a
felony,  (c) pled nolo  contendere to a felony,  (d) disclosed  trade secrets or
confidential  information of the Company to unauthorized parties,  except as may
be required by law, or (e)  materially  breach any material  agreement  with the
Company, unless such agreement was materially breached first by the Company.

         2.5 "Change of Control" shall have the meaning set forth in Section 9.2
of this Plan.

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

         2.7  "Committee"  means  the  committee   appointed  by  the  Board  in
accordance with Section 3.1 of the Plan, if one is appointed, to administer this
Plan. If no such committee has been appointed, the term Committee shall refer to
the Board of Directors.

         2.8  "Common Shares" or "Shares" means the common shares, $1.175 par
value per share, of the Company.

         2.9 "Company"  shall mean American  Bancshares,  Inc., or any successor
thereto as provided in Section 13.8 hereto.
<PAGE>

         2.10 "Date of  Exercise"  means the date on which the Company  receives
notice of the exercise of a Stock Option in accordance with the terms of Section
6.8 of this Plan or of an SAR in  accordance  with the terms of  Article  VII of
this Plan.

         2.11  "Date of  Grant" or  "Award  Date"  shall be the date on which an
Award is made by the  Committee  under  this  Plan.  Such date shall be the date
designated in a resolution  adopted by the Committee pursuant to which the Award
is made; provided, however, that such date shall not be earlier than the date of
such resolution and action thereon by the Committee. In the absence of a date of
grant or award being specifically set forth in the Committee's resolution,  or a
fixed method of computing such date, then the Date of Grant shall be the date of
the Committee's resolution and action.

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

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

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

         2.15  "Exercise Period" means the period during which a Stock Option or
a SAR may be exercised.

         2.16  "Exercise  Price"  means the  price  for  Shares at which a Stock
Option may be exercised.

         2.17 "Fair Market  Value" of a Common Share on a particular  date shall
be the closing price for a Common Share as quoted on the National Association of
Securities Dealers Automated Quotation System National Market ("Nasdaq-NMS"), or
any  national  securities  exchange  on which the  Common  Shares are listed (as
reported  by the Wall  Street  Journal or, if not  reported  thereby,  any other
authoritative  source selected by the  Committee),  or if there is no trading on
that date, on the next preceding date on which there were reported share prices.
If the Common Shares are quoted on any other inter-dealer  quotation system (but
not quoted by Nasdaq-NMS  or any national  securities  exchange),  then the Fair
Market Value per Common Share on a particular  date shall be the mean of the bid
and asked prices for a Common  Share as reported in the Wall Street  Journal or,
if  not  reported  thereby,  any  other  authoritative  source  selected  by the
Committee.  If the Common  Shares are not quoted by the  Nasdaq-NMS or any other
inter-dealer  quotation  system,  and are not listed on any national  securities
exchange,  then the "Fair Market Value" of a Common Share shall be determined by
the Committee  pursuant to any reasonable method adopted by it in good faith for
such purpose.  In the case of an Incentive Stock Option, if the foregoing method
of  determining  the fair market value is  inconsistent  with Section 422 of the
Code,  "Fair Market  Value"  shall be  determined  by the  Committee in a manner
consistent with the Code and shall mean the value as so determined.

         2.18  "Incentive  Stock Option" or "ISO" means any Stock Option awarded
under this Plan  intended to be and  designated  as an  incentive  stock  option
within the meaning of Section 422 of the Code.

         2.19  "Non-Employee  Director"  shall have the meaning as set forth in,
and  interpreted  under,  Rule  16b-3(b)(3)  promulgated  by the SEC  under  the
Exchange Act, or any successor definition adopted by the SEC.

         2.20  "Nonqualified  Stock Option" means any Stock Option awarded under
this Plan which is not an Incentive Stock Option.

         2.21  "Participant" means each Employee or Director to whom an Award
has been granted under this Plan.

         2.22  "Payment Shares" shall have the meaning set forth in Section
6.8(c) of this Plan.

         2.23  "Person"  shall  mean an  individual,  partnership,  corporation,
limited liability company or partnership,  trust, joint venture,  unincorporated
association, or other entity or association.

         2.24 "Plan" means this American Bancshares,  Inc. 1999 Stock Option and
Equity Incentive Plan as defined in Section 1.1 hereof.

         2.25 "Related Option" means an Incentive Stock Option or a Nonqualified
Stock  Option  granted  in  conjunction  with the grant of a Stock  Appreciation
Right.

         2.26  "Reload Option" shall have the meaning set forth in Section 6.12
of this Plan.
<PAGE>

         2.27  "Restricted Period" shall have the meaning set forth in Section
8.3(b) of the Plan.

         2.28  "Restricted  Stock"  shall  mean the Award of Common  Shares to a
Participant pursuant to Article VIII of this Plan.

         2.29  "SEC" means the Securities and Exchange Commission.

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

         2.31 "Stock Appreciation Right" or "SAR" means an Award designated as a
Stock Appreciation  Right,  granted to a Participant  pursuant to Article VII of
this Plan.

         2.32 "Stock  Option" means any Incentive  Stock Option or  Nonqualified
Stock Option to purchase  Common  Shares that is awarded  under this Plan,  or a
Reload Option.

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

         2.34   "Unrestricted Stock Award" means an Award of Shares pursuant to
Section 8.9 of this Plan.

                                   ARTICLE III
                           Administration of the Plan

         3.1 The Committee.  This Plan shall be  administered  by the Committee,
subject to such terms and  conditions  as the Board may  prescribe  from time to
time.  Pursuant to applicable  provisions of the Company's  Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws, the Committee,  which
shall be appointed by the Board,  shall consist of no fewer than two (2) members
of the Board.  Members of the  Committee  shall serve for such period of time as
the Board may  determine.  From time to time the Board may  increase the size of
the Committee and appoint  additional  members,  remove members (with or without
cause) and appoint new members,  fill vacancies  however caused,  and remove all
members and thereafter  directly  administer the Plan.  During such times as the
Company's  Common Shares are  registered  under the Exchange Act, all members of
the Committee shall be Non-Employee Directors and "outside directors" as defined
under Section 162(m)(4)(C)(i) of the Code.

         3.2  Duties  and  Powers  of the  Committee.  Subject  to  the  express
provisions of this Plan,  the  Committee  shall have all the power and authority
to, and shall be authorized to take any and all actions required,  necessary, or
desirable to administer  the Plan.  In addition to any other powers,  subject to
the provisions of the Plan, the Committee shall have the following powers:

                  (a)  to  select  the Employees  and  Directors to whom  Awards
may from time to time be granted pursuant to this Plan;

                  (b)  to determine all questions as to eligibility;

                  (c)  to  determine  the number of Common  Shares to be covered
by each Award  granted  under this Plan;

                  (d)  subject to the  limitations  set forth in Section  4.1 of
this Plan,  to determine  whether and to what extent  Incentive  Stock  Options,
Nonqualified  Stock  Options,  SARs,  Reload  Options,   Restricted  Stock,  and
Unrestricted  Stock Awards,  or any  combination  thereof,  are to be granted or
awarded hereunder;

                  (e) to determine the terms and  conditions  (to the extent not
inconsistent with this Plan) of any Award granted  hereunder,  all provisions of
each Award Agreement, which provisions need not be identical (including, but not
limited  to, the  Exercise  Price,  the  Exercise  Period,  any  restriction  or
limitation,  any vesting  schedule or  acceleration  thereof,  or any forfeiture
restrictions  or waiver  thereof,  regarding any Stock Option or other Award and
the Common Shares relating thereto, based on such factors as the Committee shall
determine, in its sole discretion);
<PAGE>

                  (f) to determine  whether,  and to what extent, and under what
circumstances  grants of Stock  Options and other  Awards under this Plan are to
operate on a tandem  basis and/or in  conjunction  with or apart from other cash
awards made by the Company outside of this Plan;

                  (g) to determine whether and under what  circumstances a Stock
Option may be settled in cash,  Common Shares (other than Restricted  Stock), or
any combination thereof under Section 6.8 of this Plan;

                  (h) to determine  whether,  and to what extent, and under what
circumstances   Common   Shares  under  this  Plan  shall  be  deferred   either
automatically or at the election of the Participant;

                  (i) to  prescribe,  amend,  waive,  or  rescind  rules  or
regulations  relating  to the  Plan's administration;

                  (j) to  accelerate  the vesting or Exercise Date of any Award,
or to waive compliance by a holder of an Award of any obligation to be performed
by such holder or the terms and conditions of an Award;

                  (k) to construe and interpret the provisions of the Plan or
any Award Agreement;

                  (l) to amend the terms of previously granted Awards so long as
the terms as amended are consistent with the terms of the Plan and provided that
the consent of the  Participant  is obtained with respect to any amendment  that
would be detrimental to the Participant;

                  (m)  require,  whether or not  provided  for in the  pertinent
Award Agreement, of any person exercising a Stock Option, or otherwise receiving
an  Award,  at  the  time  of  such  exercise  or  receipt,  the  making  of any
representations  or agreements that the Board of Directors or Committee may deem
necessary or advisable in order to comply with the securities laws of the United
States or of any applicable jurisdiction;

                  (n) to delegate to an appropriate  officer of the  Corporation
the  authority to select  Employees for Awards and to recommend to the Committee
the components of the Award to each, including vesting requirements,  subject in
each case to final  approval by the  Committee of the  selection of the Employee
and the Award;

                  (o) to  authorize  any  person  to  execute  on  behalf of the
Company any  instrument  required to  effectuate  an Award or to take such other
actions as may be necessary or appropriate  with respect to the Company's rights
pursuant to Awards or agreements relating to the Awards or the exercise thereof;
and

                  (p) to make  all  other  determinations  and  take  all  other
actions necessary or advisable for the administration of the Plan.

         3.3  Awards to  Members  of the  Committee.  Each  Award  granted  to a
Director or members of the  Committee  shall be approved by the entire  Board of
Directors and shall be evidenced by minutes of a meeting or the written  consent
of the Board of Directors and an Award Agreement.

         3.4 Requirements  Relating to Section 162(m) of the Code. Any provision
of this Plan  notwithstanding:  (a)  transactions  with respect to persons whose
remuneration  is subject to the  provisions of Section  162(m) of the Code shall
conform to the  requirements  of  Section  162(m)(4)(C)  of the Code  unless the
Committee determines  otherwise;  (b) the Plan is intended to give the Committee
the  authority to grant Awards that  qualify as  performance-based  compensation
under  Section  162(m)(4)(C)  of the Code as well as Awards that do not qualify;
and (c) any  provision  of the  Plan  that  would  prevent  the  Committee  from
exercising  the  authority  referred  to in Section  3.4(b) of this Plan or that
would   prevent   an  Award   that  the   Committee   intends   to   qualify  as
performance-based  compensation  under Section  162(m)(4)(C) of the Code from so
qualifying  shall be administered,  interpreted,  and construed to carry out the
Committee's  intention  and  any  provision  that  cannot  be  so  administered,
interpreted, and construed shall to that extent be disregarded.

         3.5 Decisions  Final and Binding.  All decisions,  determinations,  and
actions taken by the Committee,  and the  interpretation and construction of any
provision of the Plan or any Award  Agreement by the  Committee  shall be final,
conclusive, and binding, unless otherwise determined by the Board.

         3.6  Limitation on Liability.  Notwithstanding  anything  herein to the
contrary,  except as otherwise  provided under applicable Florida law, no member
of the Board of Directors or of the Committee shall be liable for any good faith
determination,  act, or failure to act in connection  with the Plan or any Award
hereunder.
<PAGE>

                                   ARTICLE IV
                           Shares Subject to the Plan

         4.1 Number of Shares. Subject to adjustment as provided in Section 4.4,
the maximum  aggregate number of Shares that may be issued under this Plan shall
not exceed 250,000  Shares,  which Shares may be either  authorized but unissued
Shares or Shares issued and  thereafter  reacquired  by the Company.  Subject to
Section 4.4, the maximum aggregate number of Shares or SARs which may be awarded
and issued  under the Plan to the  Non-Employee  Directors  as a group is 50,000
Common  Shares.  Stock Options  awarded  under the Plan may be either  Incentive
Stock Options or  Nonqualified  Stock  Options,  as determined by the Committee.
Except as provided in Sections 4.2 and 4.3 of this Plan,  Shares issued upon the
exercise of an Award  granted  pursuant to the Plan shall not again be available
for the grant of an Award hereunder.

         4.2 Lapsed Awards or Forfeited  Shares. If any Award granted under this
Plan shall  terminate,  expire,  lapse,  or be cancelled for any reason  without
having been  exercised in full, or if Shares or Restricted  Stock are forfeited,
any unissued or forfeited  Shares which had been subject to the Award  Agreement
relating  thereto  shall again become  available for the grant of an Award under
this Plan;  provided,  that in the case of  forfeited  Shares,  the  grantee has
received no dividends or other distributions prior to forfeiture with respect to
the Shares.

         4.3 Delivery of Shares as Payment.  In the event a Participant pays the
Exercise  Price for Shares  pursuant  to the  exercise  of an Stock  Option with
previously  acquired  Shares,  the number of Shares  available for future Awards
under the Plan shall be reduced only by the net number of new Shares issued upon
the  exercise of the Stock  Option.  Notwithstanding  anything  to the  contrary
herein, no fractional Shares will be delivered under the Plan.

         4.4      Capital Adjustments.

                  (a) If by reason of a merger,  consolidation,  reorganization,
recapitalization, combination of Shares, stock split, reverse stock split, stock
dividend,  separation (including a spin-off or split-off), or other such similar
event, the number of outstanding Shares of the Company are increased, decreased,
changed into, or been exchanged for a different number or kind of shares,  or if
additional  shares or new and  different  shares  are  issued in respect of such
Shares, the Committee in its sole discretion may adjust  proportionately (i) the
aggregate  maximum number of Shares  available for issuance under the Plan, (ii)
the aggregate  maximum number of Shares and SARs for which Awards can be granted
to Non-Employee  Directors under the Plan,  (iii) the number and class of Shares
covered  by  outstanding  Awards  denominated  in  Shares  or  units  of  Shares
(including,  but not limited to Awards of Restricted  Stock),  (iv) the Exercise
Price and grant prices related to outstanding  Awards,  and (v) the  appropriate
Fair Market Value and other price determinations for such Awards.

                  (b) In the event of any other  change in  corporate  structure
affecting  the  Common  Shares  or any  distribution  (other  than  normal  cash
dividends) to holders of Common Shares,  such adjustments in the number and kind
of shares and the exercise,  grant, or conversion  prices of the affected Awards
as may be deemed  equitable by the Committee shall be made to give proper effect
to such event.

                  (c) In the  event of a  corporate  merger,  consolidation,  or
acquisition  of  property  or  stock,   separation   (including   spin-offs  and
split-offs), reorganization or liquidation, the Committee shall be authorized to
cause  the  Company  to issue  or  assume  stock  options,  whether  or not in a
transaction  to  which  Section  424(a)  of  the  Code  applies,   by  means  of
substitution  of new Stock  Options for  previously  issued stock  options or an
assumption  of previously  issued stock  options.  In such event,  the aggregate
maximum  number of Shares  available for issuance  under Section 4.1 of the Plan
will be increased to reflect such substitution or assumption.

                  (d) If any  adjustment  made pursuant to this Article IV would
result in the possible issuance of fractional Shares under any  then-outstanding
Award,  the  Committee  may adjust  the  outstanding  Awards so as to  eliminate
fractional Shares.

                  (e) Any adjustment to be made with respect to Incentive  Stock
Options shall comply with Sections 422 and 424 of the Code.
<PAGE>

                                    ARTICLE V
                                   Eligibility

         Awards may be made to any  Employee  or  Director  except that (a) only
Employees  (including Directors who are also Employees) may receive an Incentive
Stock Options; and (b) the grant of Awards to Directors must comply with Section
3.3. A  Participant  who has been  granted  an Award may be  granted  additional
Awards;  provided,  however, that grants of Awards to Non-Employee Directors are
subject to the limitations in Section 4.1.


                                   ARTICLE VI
                                  Stock Options

         6.1 Stock Options. Stock Options may be granted alone or in addition to
other Awards granted under this Plan.  Each Stock Option granted under this Plan
shall be either an Incentive Stock Option or a Nonqualified Stock Option.

         6.2      Grant of Stock Options.

                  (a)  Subject to the terms and  provisions  of this  Plan,  the
Committee  shall  have the  authority  to grant to any  Participant  one or more
Incentive  Stock Options,  Nonqualified  Stock  Options,  or both kinds of Stock
Options.  Subject to Section 4.1 and Article V, the  Committee  has complete and
sole  discretion in  determining  the number of Shares  subject to Stock Options
granted to a  Participant;  provided,  however,  that the aggregate  Fair Market
Value (determined at the time the Award is made) of Shares with respect to which
a Participant may first exercise ISOs granted under the Plan during any calendar
year may not exceed  $100,000 or such amount as shall be specified under Section
422 of the Code and the rules and  regulations  promulgated  thereunder.  To the
extent  that any Stock  Option  does not qualify as an  Incentive  Stock  Option
(whether  because of its  provisions  or the time and manner of its  exercise or
otherwise),  such Stock Options or portion  thereof which does not qualify shall
constitute a Nonqualified Stock Option. Stock Options granted at different times
need not contain similar provisions.

                  (b)  Non-Employee  Directors may only be granted Stock Options
under this Article VI which are Nonqualified Stock Options.

         6.3  Incentive  Stock  Options.  Anything  in the Plan to the  contrary
notwithstanding,  no term of this Plan relating to Incentive Stock Options shall
be  interpreted,  amended,  or altered,  nor shall any  discretion  or authority
granted  under this Plan be so  exercised,  so as to  disqualify  the Plan under
Section 422 of the Code, or, without the consents of the Participants  affected,
to disqualify any Incentive Stock Option under Section 422 of the Code.

         6.4 Award Agreement. Each Stock Option granted under this Plan shall be
evidenced  by an Award  Agreement  between the Company  and the  Participant  in
accordance  with Section 6.2 that  specifies  the Exercise  Price,  the Exercise
Period,  the  number of Shares to which  the Stock  Option  pertains,  method of
exercise  and  the  form  of  consideration   payable   therefor,   any  vesting
requirements,  any conditions  imposed upon the exercise of the Stock Options in
the event of retirement, death, disability, or other termination of service, and
such other provisions and conditions,  not  inconsistent  with this Plan, as the
Committee  may  determine.  Each Award  Agreement  relating  to a grant of Stock
Options  shall  clearly  specify  whether the Stock  Option is intended to be an
Incentive  Stock  Option  within the  meaning of Section  422 of the Code,  or a
Nonqualified  Stock Option not intended to be within the  provisions  of Section
422 of the Code.

         6.5 Exercise Price. The Exercise Price per Share  purchasable under any
Stock Option granted under this Plan shall be determined by the Committee at the
Date of Grant, subject to the following limitations:

                  (a) In the case of a Stock Option  intended to be an Incentive
Stock Option,  the Exercise Price shall not be less than 100% of the Fair Market
Value of the Common  Shares on the Date of Grant or, in the case of any optionee
who, at the time such  Incentive  Stock  Option is granted,  owns Common  Shares
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the Company or of its parent corporation or Subsidiaries, not less than
110% of the of the Fair Market Value of the Common Shares on the Date of Grant.

                  (b)  In  the  case  of  a  Stock  Option   intended  to  be  a
Nonqualified  Stock Option, the Exercise Price shall not be less than 85% of the
Fair Market Value of the Common Shares on the Date of Grant.

                  (c) In no event shall the  Exercise  Price of any Stock Option
be less than the par value of the Common Shares.
<PAGE>

         6.6 Exercise  Period.  The Exercise Period of each Stock Option granted
shall be fixed by the Committee  and shall be specified in the Award  Agreement;
provided,  however,  that no Incentive  Stock Option shall be exercisable  later
than ten years after the Award Date,  and no  Incentive  Stock  Option  which is
granted to any  optionee  who, at the time such Stock  Option is  granted,  owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of its parent  corporation or Subsidiaries,  shall be
exercisable after the expiration of five years from the Award Date.

         6.7 Exercise of Stock  Options.  Stock  Options  granted under the Plan
shall be  exercisable  at such time or times and be  subject  to such  terms and
conditions as shall be set forth in the Award  Agreement  (as may  determined by
the  Committee  at the time of such  grant),  which need not be the same for all
Participants.  Such terms and conditions may include  performance  criteria with
respect to the Company or the Participant, and as shall be permissible under the
other terms of the Plan. No Stock Option,  however,  shall be exercisable  until
the  expiration of the vesting period set forth in the Award  Agreement,  except
such  limitation  shall  not  apply  (i) in the case of  death,  disability,  or
retirement of a  Participant  covered by Sections  6.10(a),  (b), or (c) hereof,
(ii) a termination  of service  covered by the last sentence of Section  6.10(e)
hereof,  or (iii) as set forth in Article IX of this Plan. To the extent that no
vesting  conditions  are  stated  in the  Award  Agreement,  the  Stock  Options
represented thereby shall be fully vested at the Date of Grant.

         6.8      Method of Exercise.

                  (a) Subject to the  provisions of the Award  Agreement,  Stock
Options may be exercised in whole at any time, or in part from time to time with
respect to whole Shares only,  during the Exercise Period by the delivery to the
Company of a written notice of intent to exercise the Stock Option, in such form
as the Committee may prescribe,  setting forth the number of Shares with respect
to which the Stock Option is to be exercised.  The Exercise  Price,  which shall
accompany  the written  notice of  exercise,  shall be payable to the Company in
full (along with the taxes  described in the last  sentence of this Section 6.8)
by the Participant who, if so provided in the Award Agreement,  may: (i) deliver
cash or a check  (acceptable  to the  Committee in  accordance  with  guidelines
established for this purpose) in satisfaction of all or any part of the Exercise
Price;  (ii)  deliver,  or cause to be withheld  from the Stock  Option,  Shares
(except  for  Restricted  Shares)  valued  at Fair  Market  Value on the Date of
Exercise in  satisfaction of all or any part of the Exercise Price, or (iii) any
combination  of cash and Shares,  or (v) any other  consideration  and method of
payment  permitted under any laws to which the Company is subject,  in each such
case as the Committee may  determine.  In addition to and at the time of payment
of the Exercise Price, the Participant shall pay to the Company in cash the full
amount of all federal and state withholding or other employment taxes applicable
to the taxable income of the Participant resulting from such exercise.

                  (b) If the  Exercise  Price is to be paid by the  surrender of
previously   acquired  and  owned  Common  Shares,  the  Participant  will  make
representations  and warranties  satisfactory to the Company regarding his title
to the  Common  Shares  used to effect  the  purchase  (the  "Payment  Shares"),
including   without   limitation,   representations   and  warranties  that  the
Participant has good and marketable  title to such Payment Shares free and clear
of  any  and  all  liens,  encumbrances,  charges,  equities,  claims,  security
interests,  options or restrictions,  and has full power to deliver such Payment
Shares without  obtaining the consent or approval of any person or  governmental
authority  other than those which have  already  given  consent or approval in a
manner  satisfactory  to the Company.  If such Payment Shares were acquired upon
previous  exercise of Incentive  Stock Options granted within two years prior to
the exercise of the Stock Option or acquired by the Participant  within one year
prior to the exercise of the Stock Option,  such Participant  shall be required,
as a condition to using the Payment  Shares in payment of the Exercise  Price of
the Stock Option,  to acknowledge the tax consequences of doing so, in that such
previously  exercised  Incentive  Stock Options may have,  by such action,  lost
their status as Incentive  Stock  Options,  and the  Participant  may  recognize
ordinary income for tax purposes as a result.  In no event can Restricted  Stock
be used as Payment Shares.

         6.9 Transfer Restrictions.  Neither the Stock Options granted under the
Plan nor any rights or  interest  in such Stock  Options  may be sold,  pledged,
hypothecated,  assigned,  or  otherwise  disposed  of  or  transferred  by  such
Participant,  other  than by will or by the laws of  descent  and  distribution.
Except as permitted by the Committee, during the lifetime of Participant to whom
a Stock Option is granted, the Stock Options shall be exercisable only by him or
her or, in the event of the  Participant's  permanent  and total  disability  as
determined by the Committee in accordance with applicable  Company policies,  by
his or her legal representative.
<PAGE>

         6.10     Termination of Stock Options.

                  (a) Termination by Death. If a Participant's employment by the
Company or its  Subsidiaries,  or his or her service as a Non-Employee  Director
terminates by reason of death, any Stock Option held by such Participant, unless
otherwise  determined  by the  Committee  at grant,  shall be fully  vested and,
subject to the  limitations  of Section  6.11 with  respect to  Incentive  Stock
Options,  may thereafter be exercised by the legal  representative of the estate
or by a person who acquires the right to exercise  such Stock Options by bequest
or inheritance,  for a period of one year (or such other period as the Committee
may  specify  at  grant)  from  the date of such  death or until  the end of the
Expiration Period of such Stock Option, whichever period is shorter.

                  (b) Termination by Disability.  If a Participant's  employment
by the  Company or its  Subsidiaries,  or his or her  service as a  Non-Employee
Director  terminates by reason of permanent and total disability,  as determined
by the Committee in accordance with applicable Company personnel  policies,  any
Stock  Options held by such  Participant,  unless  otherwise  determined  by the
Committee at grant,  shall be fully vested and,  subject to the  limitations  of
Section  6.11 with  respect  to  Incentive  Stock  Options,  may  thereafter  be
exercised by the Participant or his or her legal  representative for a period of
one year (or such other period as the  Committee  may specify at grant) from the
date of such termination of employment or until the end of the Expiration Period
of such Stock Option, whichever period is shorter;  provided,  however, that, if
the  Participant  dies within such one year period (or such other  period as the
Committee  may specify at grant),  any  unexercised  Stock  Options held by such
Participant  shall  thereafter  be  exercisable  to the  extent  to which it was
exercisable at the time of death for a period of one year from the date of death
or until the end of the Expiration Period of such Stock Option, whichever period
is shorter. In the event of termination of employment by reason of permanent and
total  disability,  as determined by the Committee in accordance with applicable
Company personnel policies,  if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code  (currently  one year  from  such  termination),  such  Stock  Option  will
thereafter be treated as a Nonqualified Stock Option.

                  (c)  Termination by Retirement.  If an Employee  Participant's
employment  by the  Company  or its  Subsidiaries,  or his or her  service  as a
Non-Employee  Director  terminates by reason of normal or late retirement  under
any retirement plan of the Company or its  Subsidiaries  or, with the consent of
Committee,  any  Stock  Options  held  by  such  Participant,  unless  otherwise
determined by the Committee at grant,  shall be fully vested and, subject to the
limitations  of  Section  6.11 with  respect to  Incentive  Stock  Options,  may
thereafter be exercised by the  Participant  or his or her legal  representative
for a period of one year (or such other period as the  Committee  may specify at
grant) from the date of such  termination  of employment or until the end of the
Expiration Period of such Stock Option,  whichever period is shorter;  provided,
however,  that,  if the  Participant  dies  within such one year period (or such
other  period as the  Committee  may specify at grant),  any  unexercised  Stock
Options held by such  Participant  shall thereafter be exercisable to the extent
to which it was  exercisable  at the time of death for a period of one year from
the date of  death  or until  the end of the  Expiration  Period  of such  Stock
Option,  whichever period is shorter.  In the event of termination of employment
by reason of retirement  pursuant to any  retirement  plan of the Company or its
Subsidiaries or with the consent of the Committee,  if an Incentive Stock Option
is  exercised  after the  expiration  of the  exercise  periods  that  apply for
purposes  of  Section  422  of  the  Code  (currently  three  months  from  such
termination),  such Stock Option will  thereafter  be treated as a  Nonqualified
Stock Option.

                  (d) Other Termination of Employee. Unless otherwise determined
by the Committee at or after grant and except as provided in Section 9.1 hereof,
if an Employee Participant's employment by the Company terminates for any reason
other than death,  disability,  or retirement covered by Sections 6.10 (a), (b),
or (c) of this Plan: (i) any Stock Options that were not exercisable at the date
of such termination (which date shall be determined by the Committee in its sole
discretion) will expire  automatically,  and (ii) any exercisable  Stock Options
will remain  exercisable  only for the lesser of three  months or the balance of
such Stock Option's Exercise Period; provided, however, that the Participant was
not involuntarily terminated by the Company for Cause. Notwithstanding any other
provision  of this Plan except for Section 9.1  hereof,  upon  termination  of a
Participant's  employment  within  the  Company or any of its  Subsidiaries  for
Cause,  all  of the  Participant's  unexercised  Stock  Options  will  terminate
immediately upon the date of such termination (which date shall be determined by
the  Committee in its sole  discretion)  and the  Participant  shall forfeit all
Shares for which the Company has not yet  delivered  share  certificates  to the
Participant.  In such event,  the Company  shall refund to the  Participant  the
Exercise  Price paid to it, if any,  in the same form as it was paid (or in cash
at the  Company's  discretion).  The  Company  may  withhold  delivery  of share
certificates pending resolution of any inquiry that could lead to a finding that
a termination of a participant's employment was for Cause.
<PAGE>

                  (e)  Resignation  of  Director.  Except as covered by Sections
6.10(a),  (b), or (c) of this Plan, if a Participant  serving as a  Non-Employee
Director  terminates his or her service by resigning from the Board of Directors
of the  Company or by failing to run for  election  to an  additional  term as a
Director after being offered nomination for such additional term by a nominating
or similar committee of the Board of Directors (or in lieu of such Committee, by
the entire Board of Directors),  (i) any Stock Options that were not exercisable
at the  date of  such  termination  will  expire  automatically,  and  (ii)  any
exercisable  Stock Options held by such  Participant may thereafter be exercised
by the  Participant  for a  period  of  three  months  from  the  date  of  such
resignation or, in the case of a failure to run for an additional term, the date
of the  shareholder  meeting at which such election of Directors takes place, or
until the end of the Exercise Period of such Stock Option,  whichever  period is
shorter  (or such other  period as the  Committee  may  specify at grant).  If a
Participant serving as Non-Employee  Director does not resign and is not offered
nomination for an additional  term, all Stock Options shall  immediately vest on
the date of the  shareholder  meeting at which such election of Directors  takes
place and the  Participant  thereafter  is no longer a Director,  and such Stock
Options shall be exercisable until the end of the Exercise Period for such Stock
Options.

         6.11     Incentive Stock Option Limitations.

                  (a) To  the  extent  that  the  aggregate  Fair  Market  Value
(determined  as of the Date of Grant) of the Common Shares with respect to which
Incentive  Stock  Options are  exercisable  for the first time by a  Participant
during any  calendar  year under the Plan and/or any other stock  option plan of
the  Company or any  Subsidiary  or parent  corporation  (within  the meaning of
Section 425 of the Code) exceeds  $100,000,  such Stock Options shall be treated
as Stock Options which are not Incentive Stock Options.

                  (b) To the extent (if any) permitted  under Section 422 of the
Code, or the  applicable  rules and  regulations  promulgated  thereunder or any
applicable  Internal  Revenue  Service  pronouncement,  if  (i) a  Participant's
employment  with the Company or any Subsidiary is terminated by reason of death,
disability,  or retirement covered by Section 6.10(a), (b), or (c) of this Plan,
and (ii) the portion of the Incentive Stock Option that is otherwise exercisable
during the  post-termination  period specified under Sections  6.10(a),  (b), or
(c), applied without regard to the $100,000  limitation  currently  contained in
Section 422(d) of the Code, is greater than the portion of the Stock Option that
is  immediately   exercisable  as  an  "incentive   stock  option"  during  such
post-termination  period  under  Section 422 of the Code,  such excess  shall be
treated as a Nonqualified Stock Option.
                  (c) In the event that the application of any of the provisions
of  Section  6.11 (a) or (b) of this  Plan not be  necessary  in order for Stock
Options to qualify as Incentive Stock Options,  or should additional  provisions
be required, the Committee may amend the Plan accordingly, without the necessity
of obtaining the approval of the shareholders of the Company.

         6.12     Reload Options.

                  (a) Without any way limiting the authority of the Committee to
make grants hereunder,  and in order to induce Employees and Directors to retain
ownership of the Common Shares, concurrently with the award of Stock Options the
Committee  shall have the authority  (but not the  obligation) to include in any
Award Agreement a provision entitling the optionee to a further reload option (a
"Reload Option") in the event the optionee  exercises the Stock Option evidenced
by such Award  Agreement,  in whole or in part,  by  surrendering  other  Common
Shares in  accordance  with the Plan and the Award  Agreement as payment for the
Exercise  Price.  The number of Reload  Options  shall equal:  (i) the number of
Common Shares  surrendered  in payment of the Exercise  Price of the  underlying
Stock Option, and (ii) to the extent authorized by the Committee,  the number of
Common Shares used to satisfy any tax  withholding  requirement  incident to the
exercise of the underlying  Stock  Options.  The grant of the Reload Option will
become  effective  upon the exercise of the  underlying  Stock Options or Reload
Options  through  the use of  Common  Shares  held by the  optionee  at least 12
months.  Notwithstanding  the fact that the  underlying  Stock  Option  maybe an
Incentive  Stock  Option,  a Reload  Option is not  intended  to  qualify  as an
"Incentive Stock Option" under Section 422 of the Code.

                  (b) Each Award Agreement shall state whether the Committee has
authorized Reload Options with respect to the underlying Stock Options. Upon the
exercise of an underlying Stock Option or other Reload Option, the Reload Option
will be evidenced by an amendment to the underlying Award Agreement.

                  (c) The  Exercise  Price per  Common  Share  deliverable  upon
exercise of a Reload  Option  shall be the Fair Market Value per Common Share on
the date the grant of the Reload Option becomes effective.

                  (d) Each Reload Option shall be fully  exercisable  six months
from the date the grant of the Reload Option becomes effective. The term of each
Reload Option shall be equal to the remaining  Exercise Period of the underlying
Stock Option.

                  (e) No  additional  Reload  Options  shall be  granted  to any
optionee  upon  exercise  of Stock  Options  or  Reload  Options  following  any
termination  of  employment  covered  by  Section  6.10  of  this  Plan  or  the
termination of services on the Board by a Non-Employee Director optionee.
<PAGE>

         6.13 Buy-Out and Settlement  Provisions.  The Committee may at any time
offer to  buy-out a Stock  Option  previously  granted,  based on such terms and
conditions as the Committee  shall  establish and communicate to the Participant
at the time that such offer is made.

         6.14 No Rights as Shareholder.  No Participant or transferee of a Stock
Option shall have any rights as a shareholder of the Company with respect to any
Shares  subject  to a Stock  Option  (including  without  limitation,  rights to
receive dividends, vote, or receive notice of meetings) prior to the purchase of
such  Shares by the  exercise of such Stock  Option as provided in this Plan.  A
Stock  Option shall be deemed to be  exercised  and the Common Share  thereunder
purchased  when written  notice of exercise has been delivered to the Company in
accordance  with  Section  6.8 of the Plan and the full  Exercise  Price for the
Share with respect to which the Stock  Options is exercised has been received by
the Company,  accompanied with any agreements  required by the terms of the Plan
and the applicable Award Agreement;  provided,  however, that if the Participant
has been terminated for Cause,  only those Common Shares for which a certificate
has been  delivered  to the  Participant  by the  Company  will be  deemed to be
purchased by such  Participant.  Full payment may consist of such  consideration
and method of payment allowable under this Article VI of the Plan. No adjustment
will be made for a cash  dividend  or other  rights  for which the  record  date
precedes the Date of Exercise, except as provided in Section 4.4 of the Plan.


                                   ARTICLE VII
                            Stock Appreciation Rights

         7.1  Grant of Stock  Appreciation  Rights.  Subject  to the  terms  and
conditions  of  the  Plan,   Stock   Appreciation   Rights  may  be  granted  to
Participants, at the discretion of the Committee, in any of the following forms:
(a) in  connection  with the grant,  and  exercisable  in lieu of Stock  Options
("Tandem SARs"), (b) in connection with and exercisable in addition to the grant
of Stock  Options  ("Additive  SARs"),  (c)  independent  of the  grant of Stock
Options  ("Freestanding  SARs"),  or (d) in any  combination  of the  foregoing.
Non-Employee  Directors  may not be granted  any SARs under this Plan other than
Tandem SARs and Additive SARs.

         7.2      Exercise of Tandem SARs

                  (a) Tandem SARs may be  exercised  with respect to all or part
of the Shares subject to the Related  Option.  The exercise of Tandem SARs shall
cause a reduction in the number of Shares subject to the Related Option equal to
the  number  of  Shares  with  respect  to which the  Tandem  SAR is  exercised.
Conversely,  the exercise,  in whole or part, of a Related Option, shall cause a
reduction in the number of Shares  subject to the Tandem SAR equal to the number
of Shares with  respect to which the Related  Option is  exercised.  Shares with
respect to which the Tandem  SAR shall  have been  exercised  may not be subject
again to an Award under the Plan.

                  (b)  Notwithstanding  any other  provision  of the Plan to the
contrary,  a Tandem SAR shall expire no later than the expiration of the Related
Option and shall be  exercisable  only when the Related Option is eligible to be
exercised.  In addition,  if the Related Option is an ISO, a Tandem SAR shall be
exercised for no more than 100% of the difference  between the Fair Market Value
of Shares  subject to the Related Option at the time the Tandem SAR is exercised
and the Option Price of the Related Option.

         7.3  Exercise of  Additive  SARs.  Additive  SARs shall be deemed to be
exercised  upon,  and in addition  to, the exercise of the Related  Option.  The
deemed  exercise  of  Additive  SARs shall not reduce the number of Shares  with
respect to which the Related Option remains unexercised.

         7.4 Exercise of Freestanding  SARs.  Freestanding SARs may be exercised
upon  whatever  terms and  conditions  the  Committee,  in its sole  discretion,
imposes upon such SARs.

         7.5      Other Conditions Applicable to SARs.

         (a) No SAR  granted  under  the Plan  shall be  exercisable  until  the
expiration  of at least  one year  after  the Date of  Grant,  except  that such
limitation shall not apply (i) in the case of death,  disability,  or retirement
of a  Participant  covered by  Sections  6.10(a),  (b),  or (c)  hereof,  (ii) a
termination of service  covered by the last sentence of Section  6.10(e) hereof,
or (iii) as set forth in Article IX of this Plan.  In no event shall the term of
any SAR granted under the Plan exceed seven years from the Award Date. A SAR may
be exercised  only when the Fair Market Value of a Share exceeds  either (i) the
Fair Market Value per Share on the Award Date in the case of a Freestanding SAR,
or (ii) the Exercise  Price of the Related Option in the case of either a Tandem
SAR or Additive  SAR. A SAR shall be exercised by delivery to the Committee of a
notice of exercise in the form prescribed by the Committee.
<PAGE>

         (b) In the event of a  termination  of service for any reason of death,
disability or retirement  covered by Section 6.10(a),  (b), or (c) of this Plan,
or pursuant to the last sentence of Section  6.10(e)  hereof,  unless  otherwise
determined by the Committee at grant,  all Additive SARs and  Freestanding  SARs
shall be fully vested and thereafter may be exercised by the  participant or his
or her  legal  representatives  for a period  of one year  from the date of such
termination  of  service or until the end of the  Exercise  Period for such SAR,
whichever  is  shorter;   provided,   however,  that  the  Participant  was  not
involuntarily terminated for Cause.  Notwithstanding any other provision of this
Plan,  upon  termination  of a  Participant's  service  with the  Company  or it
Subsidiaries for Cause, all of the Participant's  unexercised  Additive SARs and
Freestanding  SARs will terminate  immediately upon the date of such termination
as determined in accordance with Section 6.10(d) hereof.

         (c) In the event of a termination  of service for any reason other than
death,  disability or  retirement  covered by Section  6.10(a),  (b), or (c), or
pursuant  to the last  sentence  of Section  6.10(e)  hereof,  unless  otherwise
determined by the Committee at grant:  (i) any Additive SAR and any Freestanding
SAR that was not exercised at the date of termination will expire automatically,
and  (ii) any  exercisable  Additive  SARs and  Freestanding  SARs  will  remain
exercisable  for a period of three months from the date of such  termination  of
service until the end of the Exercise Period for such SAR, whichever is shorter;
provided,  however,  that the Participant was not  involuntarily  terminated for
Cause.  Notwithstanding  any other provision of this Plan, upon termination of a
Participant's  service with the Company or it Subsidiaries for Cause, all of the
Participant's  unexercised  Additive SARs and  Freestanding  SARs will terminate
immediately  upon the date of such  termination as determined in accordance with
Section 6.10(d) hereof.

         7.6 Payment Upon Exercise of SARs. (a) Subject to the provisions of the
Award  Agreement,  upon the  exercise of a SAR, the  Participant  is entitled to
receive, without any payment to the Company (other than required tax withholding
amounts), an amount equal to the product of multiplying (i) the number of Shares
with  respect to which the SAR is exercise by (ii) an amount equal to the excess
of: (A) the Fair Market  Value per Share on the Date of Exercise of the SAR over
(B) either (x)  Freestanding SAR or (y) the Exercise Price of the Related Option
in the case of either a Tandem SAR or Additive SAR.

                  (b) Payment to the Participant shall be made in Shares, valued
at the Fair Market Value of the Date of Exercise, in cash if the Participant has
so elected in his written notice of exercise, or a combination thereof.

         7.7 Non-Transferability of SARs. Except as specifically provided in the
Award  Agreement  pursuant to Section 7.7(b)  hereof,  no SARs granted under the
Plan may be sold,  transferred,  pledged,  assigned,  or otherwise  alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution.
Further,  all SARs granted to a Participant  under the Plan shall be exercisable
during  his  lifetime  only  by  such  Participant  or  his  guardian  or  legal
representative.
<PAGE>

                                  ARTICLE VIII
                 Restricted Stock and Unrestricted Stock Awards

         8.1 Awards of Restricted Stock.  Subject to the terms and provisions of
this Plan, the Committee, at any time and from time to time, may grant shares of
Restricted  Stock under the Plan to such  Participants and in such amounts as it
may  determine.  Shares of  Restricted  Stock may be issued  either  alone or in
addition to other Awards granted under the Plan. The Committee  shall  determine
the  eligible  persons  to  whom,  and the time or times  at  which,  grants  of
Restricted Stock will be made, the number of shares to be awarded, the price (if
any) to be paid by the  recipient  (subject to Section  8.2),  the time or times
within which such Awards may be subject to forfeiture,  the vesting schedule and
rights to  acceleration  thereof,  and all other  terms  and  conditions  of the
Awards.  The Committee  may  condition  the grant of  Restricted  Stock upon the
attainment of specified performance goals or such other factors as the Committee
may determine, in its sole discretion. The provisions of Restricted Stock Awards
need not be the same  with  respect  to each  Participant,  and such  Awards  to
individual Participants need not be the same in subsequent years.

         8.2 Award Agreement for Restricted  Stock. The prospective  Participant
selected  to receive a  Restricted  Stock  Award  shall not have any rights with
respect to such Award,  unless and until such  Participant has executed an Award
Agreement  evidencing  the Award and has delivered a fully executed copy thereof
to the  Company,  and has  otherwise  complied  with the  applicable  terms  and
conditions of such Award.  Each Award  Agreement  relating to  Restricted  Stock
shall specify the Restricted  Period (as defined in Section  8.3(b) below),  the
conditions to be satisfied prior to removal of such restrictions,  the number of
shares of Restricted  Stock granted,  and such other provisions as the Committee
shall  determine.  The Award Agreement  relating to Restricted Stock Award shall
set forth the purchase  price for such  shares,  which  purchase  price shall be
equal to or less than  their par value  and may be zero.  Each  Award  Agreement
shall  contain  at least one term,  condition,  or  restriction  constituting  a
"substantial risk of forfeiture" as defined in Section 83(c) of the Code.

         8.3 Certain Conditions and Restrictions. The shares of Restricted Stock
awarded  pursuant  to this  Plan  shall  be  subject  to the  following  minimum
restrictions and conditions:

                  (a)  Acceptance.  Awards of Restricted  Stock must be accepted
within a period of sixty (60) days (or such shorter  period as the Committee may
specify at grant) after the Award Date, by executing an Award Agreement relating
to the  Restricted  Stock  which is the  subject  of such  Award  and by  paying
whatever price (if any) the Committee has designated hereunder.

                  (b) Restriction Period. Subject to the provisions of this Plan
and the Award  Agreement,  during a period set by the Committee  commencing with
the  Award  Date  (the  "Restriction  Period"),  the  Participant  shall  not be
permitted to sell, transfer, pledge, assign,  hypothecate,  or otherwise dispose
of shares of Restricted Stock awarded under this Plan. Within these limits,  the
Committee,  in  its  sole  discretion,   may  provide  for  the  lapse  of  such
restrictions  in installments  and may accelerate or waive such  restrictions in
whole or in part,  based on service,  performance  and/or such other  factors or
criteria  as the  Committee  may  determine  in its  sole  discretion.  No  such
restrictions  shall be removed  until the  expiration of at least one year after
the Award  Date,  except  that such  limitation  shall not apply as set forth in
Article IX of this Plan.

                  (c) Legend.  Each  Participant  receiving a  Restricted  Stock
Award  shall  be  issued  a stock  certificate  in  respect  of such  shares  of
Restricted  Stock.  Such  certificate  shall be  registered  in the name of such
Participant,  and shall  bear an  appropriate  legend  referring  to the  terms,
conditions,  and  restrictions  applicable to such Award,  substantially  in the
following form:

                  "The sale, transferability, pledge, assignment, hypothecation,
                  or other  disposition  of this  certificate  and the shares of
                  stock  represented   hereby  are  subject  to  the  terms  and
                  conditions (including forfeiture) of American Bancshares, Inc.
                  (the  "Company")  1999 Equity  Incentive  Plan,  including the
                  rules and  administrative  procedures adopted pursuant to such
                  plan,  and an Agreement  entered  into between the  registered
                  owner and the Company  dated  __________.  Copies of such Plan
                  and  Agreement  are on file in the  offices of the  Company at
                  4702 Cortez Road West, Bradenton, FL 34210."

                  (d)  Custody.   The  Committee  may  require  that  the  stock
certificates  evidencing  such shares of Restricted  Stock be held in custody by
the Company until the  restrictions  thereon  shall have lapsed,  and that, as a
condition of any Restricted Stock Award, the Participant  shall have delivered a
duly signed stock power,  endorsed in blank,  relating to the  Restricted  Stock
covered by such Award.
<PAGE>

         8.4  Other   Restrictions   The  Committee   shall  impose  such  other
restrictions on any shares of Restricted  Stock granted  pursuant to the Plan as
it  may  deem  advisable  including,  without  limitation,   restrictions  under
applicable  federal or state  securities  laws, and may legend the  certificates
representing Restricted Stock to give appropriate notice of such restrictions.

         8.5 Lapse of Restrictions. Except as otherwise provided in this Article
VIII, if and when the Restriction  Period expires without a prior  forfeiture of
the Restricted  Stock subject to such Restriction  Period,  the certificates for
such shares shall be delivered to the Participant.  All legends shall be removed
from said certificates at the time of delivery to the Participant.

         8.6 Rights as  Shareholder.  Except as  provided in this  Section  8.6,
during the Restriction  Period,  Participants in whose name shares of Restricted
Stock are granted  hereunder:  (a) shall have,  with respect to such  Restricted
Stock, full voting rights with respect to such shares, and (b) shall be entitled
to receive  all  dividends  and other  distributions  paid with  respect to such
shares.  If any such dividends or distributions  are paid in Shares,  the Shares
shall be subject to the same  restrictions on  transferability  as the Shares of
Restricted Stock with respect to which they were distributed.  Furthermore,  the
Committee,  in its sole  discretion,  as  determined  at the time of Award,  may
permit or require the payment of dividends to be deferred.

         8.7  Termination of Employment or  Resignation of Director.  Subject to
the  applicable  provisions of the Award  Agreement and this Article VIII,  upon
termination  of a  Participant's  employment  with,  the  Company for any reason
during the Restricted Period, all Restricted Shares still subject to restriction
shall  vest  or be  forfeited  in  accordance  with  the  terms  and  conditions
established by the Committee at or after grant. Unless otherwise provided in the
Award Agreement:

                  (a)   Termination   of  Service  by  Death,   Disability,   or
Retirement.  In the event a  Participant's  employment is terminated  during the
Restriction  Period,  because of death,  disability,  or  retirement  covered by
Sections  6.10(a),  (b), (c), or (e) of this Plan, any remaining  portion of the
Restriction  Period  applicable to the Restricted  Stock pursuant to Section 8.3
herein  shall  automatically  terminate  and,  except as  otherwise  provided in
Section 8.4 herein, the shares of Restricted Stock shall thereby be released and
free of restrictions.

                  (b)  Termination  of Service for Other  Reasons.  In the event
that  a  Participant  terminates  his  employment  of  the  Company  during  the
Restriction  Period  for  any  reason  other  than  for  death,  disability,  or
retirement,  as set  forth  in  Sections  8.7(a)  herein,  then  any  shares  of
Restricted  Stock  still  subject  to  restrictions  as  of  the  date  of  such
termination  shall  automatically  be forfeited and, if held by the Participant,
returned to the Company.

                  (c)  Hardship.  In the  event of  hardship  or  other  special
circumstances of a Participant whose employment with the Company or a Subsidiary
is involuntarily  terminated  (other than for cause),  the Committee may, in its
sole  discretion,  waive in whole or in part any or all  remaining  restrictions
with respect to such  Participant's  shares of Restricted  Stock,  based on such
factors as the Committee may deem appropriate.

         8.8  Notice  of  Section  83(b)  Election.  Any  Participant  making an
election  under Section 83(b) of the Code with respect to Restricted  Stock must
provide a copy  thereof to the Company  within 10 days of filing  such  election
with the Internal Revenue Service.

         8.9 Unrestricted  Stock Awards.  Subject to the terms and conditions of
this  Plan,  the  Committee,  at any  time  and from  time to  time,  may  grant
Unrestricted   Stock  Awards  free  of  restrictions  under  the  Plan  to  such
Participants  in such  amounts,  on such  terms  and  conditions,  and for  such
consideration,  including no consideration or such minimum  consideration as may
be required by law, as it shall determine.

                                   ARTICLE IX
                                Change of Control

         9.1      Acceleration of Options; Lapse of Restrictions.

                  (a) In the event of a Change of  Control of the  Company:  (i)
each  Stock  Option  and SAR  then-outstanding  under  the  Plan  shall be fully
exercisable,  regardless of any  unsatisfied  vesting  requirements  established
under  the  terms of the  pertinent  Award  Agreements,  and  remain  so for the
duration  of the Stock  Option as  specified  in the Award  Agreement,  (ii) all
restrictions or conditions related to grants of Restricted Stock shall be deemed
to be immediately and fully  satisfied and all  certificates  representing  such
shares of Restricted  Stock shall be released and have any legend removed by the
Secretary of the Company, and thereby become freely transferable,  and (iii) all
conditions or restrictions related to an Award shall be accelerated or released;
all in such a  manner,  in the case of  persons  subject  to the  provisions  of
Section 16(b) of the Exchange Act, as to conform to the provisions of Rule 16b-3
thereunder.
<PAGE>

         (b) Awards that remain  outstanding after a Change of Control shall not
be terminated as a result of a termination  of service  covered by Section 6.10,
7.2, 7.5, or 8.7, and shall continue to be exercisable in accordance  with their
original  terms,  except  in the case of a  Participant's  death  in which  case
termination shall occur within one-year from the date of death.

         (c)  Notwithstanding  the foregoing,  if any right granted  pursuant to
this  Section  9.1 would make a Change of  Control  transaction  ineligible  for
pooling of interests accounting treatment under applicable accounting principles
that, but for this Section 9.1,  would have been  available for such  accounting
treatment,  then the Committee shall have the authority to substitute  stock for
cash which would otherwise be payable pursuant to this Section 9.1 having a Fair
Market Value equal to such cash.

         9.2  Definition  of Change of Control.  For  purposes  of this Plan,  a
"Change of Control" is deemed to have occurred if:

                  (a) any  individual,  entity,  or group (within the meaning of
Sections  13(d)(3) or 14(d)(2) of the Exchange  Act) is or becomes,  directly or
indirectly,  the "beneficial  owner" (as defined by Rule 13d-3 promulgated under
the  Exchange  Act) of 25% or more of the  combined  voting  power  of the  then
outstanding securities of the Company entitled to vote generally in the election
of Directors ("Voting Securities");  provided,  however, that any acquisition by
the following will not constitute a Change of Control:
                           (i)      the Company or any of its Subsidiaries,

                           (ii)     any  employee   benefit  plan  (or  related
trust)  of  the  Company  or  its Subsidiaries, or

                           (iii)  any   corporation   with   respect  to  which,
following such acquisition, more than
50% of the combined  voting power of the outstanding  voting  securities of such
corporation  entitled to vote  generally  in the  election of  directors is then
beneficially  owned by the Persons who were the beneficial  owners of the Voting
Securities  immediately  prior to such  acquisition  in  substantially  the same
proportion  as their  ownership  immediately  prior to such  acquisition  of the
Voting Securities; or

                  (b) (i) a tender offer or an exchange offer is made to acquire
securities of the Company  whereby  following such offer the offerees will hold,
control,  or  otherwise  have the direct or indirect  power to  exercise  voting
control over 50% or more of the Voting Securities, or (ii) Voting Securities are
first purchased pursuant to any other tender or exchange offer.

                  (c) as a result of a tender  offer or  exchange  offer for the
purchase of securities  of the Company  (other than such an offer by the Company
for  its  own  securities),   or  as  a  result  of  a  proxy  contest,  merger,
consolidation,  or  sale of  assets,  or as a  result  of a  combination  of the
foregoing,  during any period of two consecutive years,  individuals who, at the
beginning of such period  constitute  the Board,  plus any new  Directors of the
Company whose election or nomination for election by the Company's  shareholders
was or is  approved by a vote of at least  two-thirds  of the  Directors  of the
Company  then still in office who either  were  Directors  of the Company at the
beginning of such two year period or whose  election or nomination  for election
was previously so approved (but excluding for this purpose, any individual whose
initial  assumption  of  office  was or is in  connection  with  the  actual  or
threatened election contest relating to the election of Directors of the Company
(as such term is used in Rule 14a-11 of  Regulation  14A  promulgated  under the
Exchange  Act)),  cease for any reason during such two year period to constitute
at least two-thirds of the members of the Board; or

                  (d) the shareholders of the Company approve a  reorganization,
merger, consolidation,  or other combination, with or into any other corporation
or  entity   regardless  of  which  entity  is  the   survivor,   other  than  a
reorganization,  merger, consolidation, or other combination, which would result
in the Voting Securities  outstanding  immediately  prior thereto  continuing to
represent  (either by  remaining  outstanding  or being  converted  into  Voting
Securities of the surviving entity) at least 60% of the combined voting power of
the  Voting  Securities  or of the voting  securities  of the  surviving  entity
outstanding  immediately after such reorganization,  merger,  consolidation;  or
other combination; or

                  (e)  the  shareholders  of  the  Company  approve  a  plan  of
liquidation  or  winding-up  of the  Company  or an  agreement  for the  sale or
disposition by the Company of all or substantially  all of the Company's assets,
or any  distribution to security holders of assets of the Company having a value
equal to 30% or more of the total value of all assets of the Company.
<PAGE>
         9.3      Occurrence of a Change of Control. A Change of Control will be
deemed to have occurred:

                  (a) with  respect to any  acquisition  referred  to in Section
9.2(a) above,  the date on which the acquisition of such  percentage  shall have
been completed;

                  (b) with respect to a tender or exchange  offer,  the date the
offer  referred to in Section  9.2(b)(i)  above is made public or when documents
are filed with the SEC in connection  therewith pursuant to Section 14(d) of the
Exchange Act, or the date of the purchase referenced in Section 9.2(b)(ii);
                  (c) with respect to a change in the  composition  of the Board
of  Directors  referred to in Section  9.2(c),  the date on which such change is
adopted or is otherwise effective, whichever first occurs; or

                  (d) with  respect to any  shareholder  approval referred to in
Section 9.2(d)  or (e), the date of any approval.

         9.4  Application  of this Article IX. The provisions of this Article IX
shall apply to successive events that may occur from time to time but shall only
apply to a particular event if it occurs prior to the expiration of this Plan.



                                    ARTICLE X
                 Amendment, Modification, or Termination of Plan

         Insofar as permitted by applicable law, the Board, by resolution, shall
have the power at any time,  and from time to time, to amend,  modify,  suspend,
terminate or discontinue  the Plan or any part thereof  (including any amendment
deemed  necessary  to ensure  that the  Company  may comply  with an  regulatory
requirements referred to in Article XIII). The Board is specifically  authorized
to  amend  the Plan  and  take  such  other  action  as it  deems  necessary  or
appropriate  to  comply  with  Section  162(m)  of the  Code and the  rules  and
regulations  promulgated  thereunder.  Such  amendment  or  modification  may be
without shareholder approval except to the extent that such approval is required
by the Code,  or pursuant to the rules and  regulations  under the Section 16 of
the Exchange Act, by any national securities exchange or inter-dealer  quotation
system  on which  the  Shares  are then  listed,  quoted,  or  reported,  by any
regulatory authority or board having jurisdiction with respect thereto, or under
any applicable laws,  rules, or regulations.  Notwithstanding  the provisions of
this Article X, no termination,  amendment,  or modification of the Plan,  other
than those pursuant to Article IV hereof,  shall in any manner  adversely affect
any Award theretofore granted under the Plan, without the written consent of the
Participant so affected.


                                   ARTICLE XI
         Modification, Extension, and Renewal of Stock Options and Awards

         Subject to the terms and conditions, and within the limitations, of the
Plan, the Committee may modify,  extend,  or renew  outstanding Stock Options or
other  Awards,  prospectively  or  retroactively,  or accept  the  surrender  of
outstanding  Stock  Options (to the extent not  theretofore  exercised)  granted
under the Plan or any other plan of the Company or a  Subsidiary,  and authorize
the granting of new Stock Options pursuant to the Plan in substitution  therefor
(to the extent not theretofore exercised), and the substituted Stock Options may
specify  a lower  exercise  price or a longer  term than the  surrendered  Stock
Options  or  have  any  other  provisions  that  are  authorized  by  the  Plan.
Notwithstanding the foregoing provisions of this Article XI, (a) no amendment or
modification  of an Award which adversely  affects the Participant  shall not be
made without the consent of the affected Participant, and (b) no Incentive Stock
Option may be  modified,  amended,  extended,  or reissued if such action  would
cause it to cease to be an  "Incentive  Stock  Option"  within  the  meaning  of
Section 422 of the Code,  unless the Participant  specifically  acknowledges and
consents to the tax consequences of such action.


                                   ARTICLE XII
                        Indemnification of the Committee

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

                                  ARTICLE XIII
                               General Provisions

         13.1  Conditions  Upon  Issuance of Shares.  Shares shall not be issued
pursuant to the  exercise of an Stock  Option  unless the exercise of such Stock
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,  the  Exchange  Act,  the  rules  and  regulations  promulgated
thereunder, and the requirements of any stock exchange 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.  The Committee may require each person
purchasing or otherwise  acquiring  Shares  pursuant to a Stock Option under the
Plan to represent to and agree with the Company in writing that the  Participant
is acquiring  the Shares for his or her own  personal  account,  for  investment
purposes  only,  and not with an intent  or a view to  distribution  within  the
meaning of Section  2(11) of the  Securities  Act (unless  such shares have been
issued  to  the  Participant  pursuant  to  a  registration  statement  declared
effective  by the SEC).  In  addition to any legend  required by this Plan,  the
certificates  for the Shares may include any legend  which the  Committee  deems
appropriate to reflect any restrictions on transfer.

         13.2 Reservation of Shares.  The Company shall at all times reserve and
keep  available  such  number of Shares as shall be  sufficient  to satisfy  the
requirements  of the Plan.  The  Company  shall use its best  efforts to seek to
obtain from appropriate regulatory agencies any requisite authorization in order
to issue and sell such  number of Shares as shall be  sufficient  to satisfy the
requirements  of the Plan.  The inability of the Company to obtain from any such
regulatory agency having jurisdiction the requisite  authorization(s)  deemed by
the Company's  counsel to be necessary  for the lawful  issuance and sale of any
Shares hereunder, or the inability of the Company to confirm to its satisfaction
that any issuance and sale of any Shares  hereunder will meet  applicable  legal
requirements,  shall  relieve  the  Company of any  liability  in respect to the
failure to issue or sell such Shares as to which such requisite  authority shall
not have been obtained.

         13.3 Limitation on Legal Rights.  The  establishment  of the Plan shall
not confer upon any Employee or Director any legal or  equitable  right  against
the Company, except as expressly provided in the Plan.

         13.4 Not a Contract of Employment. This Plan is purely voluntary on the
part of the  Company,  and the  continuation  of the Plan shall not be deemed to
constitute  a  contract  between  the  Company  and  any  Participant,  or to be
consideration   for  or  a  condition  of  the  employment  or  service  of  any
Participant.  Participation  in the Plan shall not give any Employee or Director
any  right  to be  retained  in  the  service  of  the  Company  or  any  of its
Subsidiaries, nor shall anything in this Plan affect the right of the Company or
any of its  Subsidiaries  to  terminate  any such  Employee or Director  with or
without cause.

         13.5  Other  Compensation  Plans.  The  adoption  of the Plan shall not
affect any other Stock Option or incentive or other compensation plans in effect
for the  Company or any of its  Subsidiaries,  nor shall the Plan  preclude  the
Company or any  Subsidiary  from  establishing  any other forms of  incentive or
other  compensation  plan or  arrangements  for  Employees  or  Directors of the
Company or any of its Subsidiaries.

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

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

         13.8 Plan Binding on Successors.  All  obligations of the Company under
this Plan and any Awards granted  hereunder  shall be binding upon any successor
and assign of the Company,  whether the existence of such successor or assign is
a result of a direct or indirect purchase, merger, consolidation,  or otherwise,
of all or substantially all of the business or assets of the Company.

         13.9  Unfunded  Status of Plan.  This Plan is intended to constitute an
"unfunded"  plan for  incentive and deferred  compensation.  With respect to any
payments not yet made to a Participant by the Company,  nothing contained herein
shall give any  Participant  any rights that are greater than those of a general
creditor of the Company.
<PAGE>
         13.10    Withholding.

                  (a) Tax Withholding.  The Company shall have the power and the
right to deduct or withhold,  or require a Participant  to remit to the Company,
an amount  sufficient to satisfy federal,  state, and local taxes (including the
Participant's  FICA  obligation)  required by law to be withheld with respect to
any grant, exercise, or payment under or as a result of this Plan.

                  (b)  Share  Withholding.  To  the  extent  the  Code  requires
withholding  upon  the  exercise  of  Nonqualified  Stock  Options,  or upon the
occurrence  of any other  similar  taxable  event,  the  Committee may permit or
require, subject to any rules it deems appropriate,  the withholding requirement
to be  satisfied,  in whole or in  part,  with or  without  the  consent  of the
participant,  by having the Company  withhold  Shares having a Fair Market Value
equal to the  amount  required  to be  withheld.  The value of the  Shares to be
withheld  shall be based on Fair Market Value of the Shares on the date that the
amount of tax to be withheld is to be determined.

         13.11 Singular,  Plural;  Gender.  Whenever used in this Plan, nouns in
the singular shall include the plural, and vice versa, and the masculine pronoun
shall include the feminine gender.

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

         13.13  Costs.   The  Company  shall  bear  all  expenses   incurred  in
administrating this Plan,  including original issue,  transfer,  and documentary
stamp taxes, and other expenses of issuing the Shares pursuant to Awards granted
hereunder.

         13.14  Governing  Law.  This Plan and the actions  taken in  connection
herewith shall be governed,  construed,  and administered in accordance with the
laws of the State of Florida  (regardless of the law that might otherwise govern
under applicable Florida principles of conflicts of laws).


                                   ARTICLE XIV
                            Effectiveness of the Plan

         This Plan shall become  effective on the date that it is adopted by the
Board;  provided,  however, that it shall become limited to a Nonqualified Stock
Option plan if it is not approved by the  shareholders of the Company within one
year (365 days) of its  adoption by the Board,  by a majority of the voting cast
at a duly held shareholder  meeting at which a quorum representing a majority of
the  Company's  outstanding  voting  shares is  present,  either in person or by
proxy. The Committee may make Awards hereunder prior to shareholder  approval of
the  Plan;  provided,  however,  that  any  and all  Stock  Options  so  awarded
automatically  shall be converted into Nonqualified Stock Options if the Plan is
not approved by such shareholders within 365 days of its adoption.

                                   ARTICLE XV
                                Term of the Plan

         Unless  sooner  terminated  by the Board  pursuant to Article X hereof,
this Plan shall  terminate ten (10) years from its effective  date and no Awards
may be granted after  termination,  but Awards granted prior to such termination
may extend beyond that date.  The Board of Directors may terminate  this Plan at
any time.  The  termination  shall not affect the  validity of any Stock  Option
outstanding on the date of termination.

Date Approved by Board of Directors:  March 23, 1999



/s/Brian M. Watterson__________
Secretary Certification

Date Approved by the Shareholders:  May 21, 1999

/s/Brian M. Watterson__________
Secretary Certification