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                                                                    EXHIBIT 10.3

                          MSK FINANCIAL SERVICES, INC.


                        1995 EXECUTIVE STOCK OPTION PLAN


     1.   Purpose. The MSK Financial Services, Inc. 1995 Executive Stock Option
Plan (the "Plan") is established to attract, retain and reward persons providing
services to MSK Financial Services, Inc. and any successor corporation thereto
(collectively referred to as the "Company"), and any present or future parent
and/or subsidiary corporations of such corporation (all of whom along with the
Company being individually referred to as a "Participating Company" and
collectively referred to as the "Participating Company Group"), and to motivate
such persons to contribute to the growth and profits of the Participating
Company Group in the future. For purposes of the Plan, a parent corporation and
a subsidiary corporation shall be as defined in Sections 424(e) and 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").

     2.   Administration.

          (a)  General. The Plan shall be administered by the Board of Directors
of the Company (the "Board") and/or by a duly appointed committee of the Board
having such powers as shall be specified by the Board. Any subsequent references
herein to the Board shall also mean the committee if such committee has been
appointed and, unless the powers of the committee have been specifically
limited, the committee shall have all of the powers of the Board granted herein,
including, without limitation, the power to terminate or amend the Plan at any
time, subject to the terms of the Plan and any applicable limitations imposed by
law. All questions of interpretation of the Plan or of any options granted under
the Plan (an "Option") shall be determined by the Board, and such determinations
shall be final and binding upon all persons having an interest in the Plan
and/or any Option.

          (b)  Options Authorized. Options may be either incentive stock options
as defined in Section 422 of the Code ("Incentive Stock Options") or
nonstatutory stock options.

          (c)  Authority of Officers. Any officer of a Participating Company
shall have the authority to act on behalf of the Company with respect to any
matter, right, obligation, or election which is the responsibility of or which
is allocated to the Company herein, provided the officer has apparent authority
with respect to such matter, right, obligation, or election.

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          (d)  Disinterested Administration. With respect to the participation
in the Plan of employees who are also officers or directors of the Company
subject to Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Plan shall be administered by the Board in compliance with
the "disinterested administration" requirement of Rule 16b-3, as promulgated
under the Exchange Act and amended from time to time or any successor rule or
regulation ("Rule 16b-3").

     3.   Eligibility.

          (a)  Eligible Persons. Options may be granted only to employees
(including officers and directors who are also employees) and directors of the
Participating Company Group or to individuals who are rendering services as
consultants, advisors or other independent contractors to the Participating
Company Group. The Board shall, in its sole discretion, determine which persons
shall be granted Options (an "Optionee"). Eligible persons may be granted more
than one (1) Option.

          (b)  Directors Serving on Committee. If a committee of the Board has
been established to administer the Plan in compliance with the "disinterested
administration" requirement of Rule 16b-3, no member of such committee, while a
member, shall be eligible to be granted an Option.

          (c)  Restrictions on Option Grants. A director of the Company may only
be granted a nonstatutory stock option unless the director is also an employee
of the Company. An individual who is rendering services as a consultant may only
be granted a nonstatutory stock option.

     4.   Shares Subject to Option. Options shall be for the purchase of shares
of the authorized but unissued common stock of the Company (the "Stock"),
subject to adjustment as provided in paragraph 10 below. The maximum number of
shares of Stock which may be issued under the Plan shall be six hundred thousand
(600,000) shares. In the event that any outstanding Option for any reason
expires or is terminated or canceled and/or shares of Stock subject to
repurchase are repurchased by the Company, the shares allocable to the
unexercised portion of such Option, or such repurchased shares, may again be
subject to an Option grant.

     5.   Time for Granting Options. All Options shall be granted, if at all,
within ten (10) years from the earlier of the date the Plan is adopted by the
Board or the date the Plan is duly approved by the shareholders of the Company.

     6.   Terms, Conditions and Form of Options. Subject to the provisions of
the Plan, the Board shall determine for each Option (which need not be
identical) the number of shares of Stock for which the Option shall be granted,
the exercise price of the Option, the timing and terms of exercisability and
vesting of the Option, the time of expiration of the option, the effect of the
Optionee's termination of employment or service, whether the Option is to be
treated as an Incentive Stock Option or as a nonstatutory stock option, the
method for satisfaction of any tax withholding obligation arising in connection
with an Option, including by withholding or

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delivery of shares of stock, and all other terms and conditions of the Option
not inconsistent with the Plan. Options granted pursuant to the Plan shall be
evidenced by written agreements specifying the number of shares of Stock covered
thereby, in such form as the Board shall from time to time establish, which
agreements may incorporate all or any of the terms of the Plan by reference and
shall comply with and be subject to the following terms and conditions:

          (a)  Exercise Price. The exercise price for each Option shall be
established in the sole discretion of the Board; provided, however, that (i) the
exercise price per share for an Incentive Stock Option shall be not less than
the fair market value, as determined by the Board, of a share of Stock on the
date of the granting of the Option, (ii) the exercise price per share for a
nonstatutory stock option shall be not less than eighty-five percent (85%) of
the fair market value, as determined by the Board, of a share of Stock on the
date of the granting of the Option and (iii) no Option granted to an Optionee
who at the time the Option is granted owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of a
Participating Company within the meaning of Section 422(b)(6) of the Code (a
"Ten Percent Owner Optionee") shall have an exercise price per share less than
one hundred ten percent (110%) of the fair market value, as determined by the
Board, of a share of Stock on the date of the granting of the Option.
Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a
nonstatutory stock option) may be granted with an exercise price lower than the
minimum exercise price set forth above if such Option is granted pursuant to an
assumption or substitution for another option in a manner qualifying with the
provisions of Section 424(a) of the Code.

          (b)  Exercise Period of Options. The Board shall have the power to
set, including by amendment of an Option, the time or times within which each
Option shall be exercisable or the event or events upon the occurrence of which
all or a portion of each Option shall be exercisable and the term of each
Option; provided, however, that (i) no Option shall be exercisable after the
expiration of ten (10) years after the date such Option is granted, and (ii) no
Incentive Stock Option granted to a Ten Percent Owner Optionee shall be
exercisable after the expiration of five (5) years after the date such Option is
granted.

          (c)  Payment of Exercise Price.

               (i)  Forms of Payment Authorized. Payment of the exercise price
for the number of shares of Stock being purchased pursuant to any Option shall
be made (1) in cash, by check, or cash equivalent, (2) by tender to the Company
of shares of the Company's stock owned by the Optionee having a value, as
determined by the Board (but without regard to any restrictions on
transferability applicable to such stock by reason of federal or state
securities laws or agreements with an underwriter for the Company), not less
than the exercise price, (3) by the Optionee's recourse promissory note in a
form approved by the Company, (4) by the assignment of the proceeds of a sale of
some or all of the shares being acquired upon the exercise of the Option
(including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System), or (5) by any combination thereof. The
Board may at any time or from time to

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time grant Options which do not permit all of the foregoing forms of
consideration to be used in payment of the exercise price and/or which otherwise
restrict one (1) or more forms of consideration.

               (ii)  Tender of Company Stock. Notwithstanding the foregoing, an
Option may not be exercised by tender to the Company of shares of the Company's
stock to the extent such tender of stock would constitute a violation of the
provisions of any law, regulation and/or agreement restricting the redemption of
the Company's stock. Unless otherwise provided by the Board, an Option may not
be exercised by tender to the Company of shares of the Company's stock unless
such shares of the Company's stock either have been owned by the Optionee for
more than six (6) months or were not acquired, directly or indirectly, from the
Company.

               (iii) Promissory Notes. No promissory note shall be permitted if
an exercise using a promissory note would be a violation of any law. Any
permitted promissory note shall be due and payable not more than four (4) years
after the Option is exercised, and interest shall be payable at least annually
and be at least equal to the minimum interest rate necessary to avoid imputed
interest pursuant to all applicable sections of the Code. The Board shall have
the authority to permit or require the Optionee to secure any promissory note
used to exercise an Option with the shares of Stock acquired on exercise of the
Option and/or with other collateral acceptable to the Company. Unless otherwise
provided by the Board, in the event the Company at any time is subject to the
regulations promulgated by the Board of Governors of the Federal Reserve System
or any other governmental entity affecting the extension of credit in connection
with the Company's securities, any promissory note shall comply with such
applicable regulations, and the Optionee shall pay the unpaid principal and
accrued interest, if any, to the extent necessary to comply with such applicable
regulations.

               (iv)  Assignment of Proceeds of Sale. The Company reserves, at
any and all times, the right, in the Company's sole and absolute discretion, to
establish, decline to approve and/or terminate any program and/or procedures for
the exercise of Options by means of an assignment of the proceeds of a sale of
some or all of the shares of Stock to be acquired upon such exercise.

     7.   Standard Forms of Stock Option Agreement.

          (a)  Incentive Stock Options. Unless otherwise provided for by the
Board at the time an Option is granted, an Option designated as an "Incentive
Stock Option" shall comply with and be subject to the terms and conditions set
forth in the form of incentive stock option agreement attached hereto as Exhibit
A and incorporated herein by reference.

          (b)  Nonstatutory Stock Options. Unless otherwise provided for by the
Board at the time an Option is granted, an Option designated as a "Nonstatutory
Stock Option" shall comply with and be subject to the terms and conditions set
forth in the forms of nonstatutory stock option agreement attached hereto as
Exhibit B and incorporated herein by reference.

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          (c)  Standard Term for Options. Except as provided in paragraph 6(b)
or otherwise provided for by the Board in the grant of an Option, any Option
granted hereunder shall be exercisable for a term of ten (10) years.

     8.   Authority to Vary Terms. The Board shall have the authority from time
to time to vary the terms of either of the standard forms of stock option
agreement described in paragraph 7 above either in connection with the grant or
amendment of an individual Option or in connection with the authorization of a
new standard form or forms; provided, however, that the terms and conditions of
such revised or amended standard form or forms of stock option agreement shall
be in accordance with the terms of the Plan. Such authority shall include, but
not by way of limitation, the authority to grant Options which are immediately
exercisable subject to the Company's right to repurchase any unvested shares of
Stock acquired by an Optionee on exercise of an Option in the event such
Optionee's employment with the Participating Company Group is terminated for any
reason, with or without cause.

     9.   Fair Market Value Limitation. To the extent that the aggregate fair
market value (determined at the time the Option is granted) of stock with
respect to which Incentive Stock Options are exercisable by an Optionee for the
first time during any calendar year (under all stock option plans of the
Participating Company Group, including the Plan) exceeds one hundred thousand
dollars ($100,000), such options shall be treated as nonstatutory stock options.
This paragraph shall be applied by taking Incentive Stock Options into account
in the order in which they were granted.

     10.  Effect of Change in Stock Subject to Plan. Appropriate adjustments
shall be made in the number and class of shares of Stock subject to the Plan and
to any outstanding Options and in the exercise price of any outstanding Options
in the event of a stock dividend, stock split, reverse stock split,
recapitalization, combination, reclassification, or like change in the capital
structure of the Company.

          In the event a majority of the shares which are of the same class as
the shares that are subject to outstanding Options are exchanged for, converted
into, or otherwise become (whether or not pursuant to a Transfer of Control (as
defined below)) shares of another corporation (the "New Shares"), the Company
may unilaterally amend the outstanding Options to provide that such Options are
exercisable for New Shares. In the event of any such amendment, the number of
shares and the exercise price of the outstanding Options shall be adjusted in a
fair and equitable manner.

     11.  Transfer of Control. A "Transfer of Control" shall be deemed to have
occurred in the event any of the following occurs with respect to the Company.

          (a)  the direct or indirect sale or exchange by the shareholders of
the Company of all or substantially all of the stock of the Company where the
shareholders of the Company before such sale or exchange do not retain, directly
or indirectly, at least a majority of the beneficial interest in the voting
stock of the Company after such sale or exchange;

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          (b)  a merger or consolidation where the shareholders of the Company
before such merger or consolidation do not retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock of the Company
after such merger or consolidation;

          (c)  the sale, exchange, or transfer of all or substantially all of
the assets of the Company (other than a sale, exchange, or transfer to one (1)
or more subsidiary corporations (as defined in paragraph 1 above) of the
Company); or

          (d)  a liquidation or dissolution of the Company.

          In the event of a Transfer of Control, any unexercisable and/or
unvested portion of such outstanding Option shall be immediately exercisable and
fully vested as of the date thirty (30) days prior to the Transfer of Control.
The exercise and/or vesting of any Option that is permissible solely by reason
of this paragraph 11 shall be conditioned upon the consummation of the Transfer
of Control. Any Options which are not exercised as of the date of the Transfer
of Control shall terminate and cease to be outstanding effective as of the date
of the Transfer of Control.

     12.  Death or Disability. If an Optionee ceases to be an employee of the
Participating Company Group due to the death or disability (within the meaning
of Section 422(c) of the Code) of the Optionee, fifty percent (50%) of the
portion of any Option held by such Optionee which is then unexercisable and/or
unvested at such time shall become immediately exercisable and fully vested as
of the date the Optionee ceased to be an employee of the Participating Company
Group due to the Optionee's death or disability as defined in this Section 12.

     13.  Provision of Information. Each Optionee shall be given access to
information concerning the Company equivalent to that information generally made
available to the Company's common shareholders.

     14.  Options Non-Transferable. During the lifetime of the Optionee, the
Option shall be exercisable only by the Optionee. No Option shall be assignable
or transferable by the Optionee, except by will or by the laws of descent and
distribution.

     15.  Transfer of Company's Rights. In the event any Participating Company
assigns, other than by operation of law, to a third person, other than another
Participating Company, any of the Participating Company's rights to repurchase
any shares of Stock acquired on the exercise of an Option, the assignee shall
pay to the assigning Participating Company the value of such right as determined
by the Company in the Company's sole discretion. Such consideration shall be
paid in such form, including, without limitation, the performance of future
services, as the Company shall determine in the Company's sole discretion. In
the event such repurchase right is exercisable at the time of such assignment,
the value of such right shall be not less than the fair market value of the
shares of Stock which may be repurchased under such right (as determined
pursuant to the terms of the Option agreement) minus the repurchase price of
such shares. The requirements of this paragraph 14 regarding the minimum
consideration to be received by the assigning Participating Company shall not
inure to the benefit of the Optionee whose shares of

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Stock are being repurchased. Failure of a Participating Company to comply with
the provisions of this paragraph 14 shall not constitute a defense or otherwise
prevent the exercise of the repurchase right by the assignee of such right.

     16.  Termination or Amendment of Plan or Options. The Board, including any
duly appointed committee of the Board, may terminate or amend the Plan or any
Option at any time; provided, however, that without the approval of the
Company's shareholders, there shall be (a) no increase in the total number of
shares of Stock covered by the Plan (except by operation of the provisions of
paragraph 10 above), (b) no change in the class of persons eligible to receive
Incentive Stock Options and (c) no expansion in the class of persons eligible to
receive nonstatutory stock options. In addition to the foregoing, the approval
of the Company's shareholders shall be sought for any amendment to the Plan for
which the Board deems shareholder approval necessary in order to comply with
Rule 16b-3. In any event, no amendment may adversely affect any then outstanding
Option or any unexercised portion thereof, without the consent of the Optionee,
unless such amendment is required to enable an Option designated as an Incentive
Stock Option to qualify as an Incentive Stock Option.

     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing MSK Financial Services, Inc. 1995 Executive Stock Option Plan was
duly adopted by the Board of Directors of the Company on the second day of
February, 1995.

                                                /s/ Ray W. McKewon
                                                ------------------
                                                Ray W. McKewon, Secretary

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                                  Plan History

February 2, 1995     Board of Directors adopts the 1995 Executive Stock Option
                     Plan with a share reserve of 600,000 shares

February 2, 1995     Shareholders approve the 1995 Executive Stock Option Plan
                     with a share reserve of 600,000 shares

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                                    EXHIBIT A


                                STANDARD FORM OF

                          MSK FINANCIAL SERVICES, INC.

                        INCENTIVE STOCK OPTION AGREEMENT

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                                    EXHIBIT B


                                STANDARD FORM OF

                          MSK FINANCIAL SERVICES, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT

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