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                                                                   EXHIBIT 10(l)


                      RYMAC MORTGAGE INVESTMENT CORPORATION
                                STOCK OPTION PLAN


1.       PURPOSE.

         1.1 General. The purpose of the RYMAC Mortgage Investment Corporation
Stock Option Plan (the "Plan") is to secure for RYMAC Mortgage Investment
Corporation, a Maryland corporation (the "Company") and its stockholders the
benefits of the additional incentive inherent in the ownership of the Company's
common stock, par value $0.01 per share (the "Common Stock"), by selected
employees of the Company who are important to the success and growth of the
business of the Company and to help the Company secure and retain the services
of such persons.

         1.2 Form of Awards. Awards under the Plan are in the form of stock
options (the "Options"), all as more fully described herein. Options granted
under the Plan are intended to be "nonqualified stock options" subject to the
provisions of Section 83 of the Internal Revenue Code of 1986, as amended (the
"Code"), and are not intended to qualify as "incentive stock options" within the
meaning of Section 422 of the Code.

2.       COMPENSATION COMMITTEE.

         2.1 Administration. The Plan shall be administered by a committee (the
"Compensation Committee") of the Board of Directors of the Company (the "Board
of Directors"), consisting of three or more directors, each of whom shall be a
"disinterested person" (within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act")); however, the mere fact
that a Compensation Committee member shall fail to qualify under this
requirement shall not invalidate any award made by the Compensation Committee
which award is otherwise validly made under the Plan. The Compensation Committee
shall have the power to authorize the issuance of the Company's Common Stock
pursuant to the exercise of Options granted under the Plan. The members of the
Compensation Committee shall be appointed, and may be removed at any time either
with or without cause, by resolution adopted by the Board of Directors. Any
vacancy on the Compensation Committee, whether due to action of the Board of
Directors or due to any other cause, may be filled, and shall be filled if
required to maintain a Compensation Committee of at least three members, by
resolution adopted by the Board of Directors.

         2.2 Procedures. The Compensation Committee shall select one of its
members as Chairman and shall adopt such rules and regulations as it shall deem
appropriate concerning the administration of the Plan. A majority of the whole
Compensation Committee shall constitute a quorum, and the acts of a majority of
the members of the Compensation Committee present at a meeting at which a quorum
is present, or acts approved in writing by all of the members of the
Compensation Committee, shall be the acts of the Compensation Committee.

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         2.3 Interpretation. The Compensation Committee shall have full power
and authority to interpret the provisions of the Plan and agreements evidencing
awards granted under the Plan, and to determine any and all questions arising
under the Plan. The Compensation Committee's decisions shall be final and
binding on all participants in the Plan.

         2.4 Non-Uniform Determinations. The Compensation Committee's
determinations under the Plan need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
the Plan (whether or not such persons are similarly situated). Without limiting
the generality of the foregoing, the Compensation Committee shall be entitled,
among other things, to make non-uniform and selective determinations, and to
enter into non-uniform and selective award agreements as to (i) the persons to
receive awards under the Plan, and (ii) the treatment of leaves of absence
pursuant to Paragraph 7.3.

3.       SHARES SUBJECT TO AWARDS.

         3.1 Number of Shares. Subject to the provisions of Paragraph 11
(relating to adjustments upon changes in capitalization), the sum of (i) the
number of shares of Common Stock subject at any one time to outstanding Options
granted under the Plan and (ii) the number of shares of Common Stock theretofore
issued or delivered pursuant to the exercise of Options granted under the Plan,
shall not exceed 260,000. If and to the extent that Options granted under the
Plan terminate, expire or are cancelled for any reason without such Options
having been exercised, new awards may be granted under the Plan with respect to
the shares of Common Stock covered by such terminated, expired or cancelled
awards; provided that the granting and terms of such new awards shall in all
respects comply with the provisions of the Plan.

         3.2 Character of Shares. Shares of Common Stock deliverable upon the
exercise of options granted under the Plan will be either newly issued or
previously outstanding Common Stock held in the Company's treasury or Common
Stock purchased on the open market or from shareholders by the Company for such
purpose.

4.       GRANT OF AWARDS.

         The Compensation Committee shall determine, within the limitations of
the Plan, the persons to whom awards are to be granted (each, an "Optionee"),
the number of shares covered by such award and the Option exercise price,
provided that the aggregate number of shares subject to Options granted under
the Plan to any such Optionee in any calendar year shall not exceed 150,000,
subject to the provisions of Paragraph 11. Each award granted under the Plan
shall be evidenced by a written agreement between the Company and the Optionee
substantially in the form attached as Exhibit A.

5.       ELIGIBLE PARTICIPANTS.

         Awards may be granted under the Plan to such officers, directors and
executive, managerial or professional employees, and to any consultant of the
Company ("key personnel") as the Committee shall from time to time in its sole
discretion select; provided, however, that


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directors who are not employees of the Company shall not be eligible to receive
awards under the Plan.


         For all purposes under the Plan (i) the time at which an award is
granted, in the case of the grant of an award to an Optionee, shall be deemed to
be the effective date of such grant, and (ii) a "prospective employee" shall be
a person who holds an outstanding offer of employment on specific terms from the
Company.

6.       OPTION EXERCISE PRICE.

         Subject to Paragraph 11 and the other provisions of this Paragraph 6,
the Option exercise price of each share of Common Stock purchasable under any
Option granted under the Plan shall be as set forth in the applicable award
agreement. With respect to each grant of an Option made to an Optionee who on
the date of such grant is a director of the Company, the Option exercise price
of each share of Common Stock purchasable under such Option shall not be less
than the fair market value of a share of Common Stock on the effective date of
such grant.

7.       EXERCISABILITY AND DURATION OF AWARDS.

         7.1 Determination of Compensation Committee; Acceleration. Each award
granted under the Plan shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Compensation
Committee shall specify in the award agreement; provided, however, that
subsequent to the grant of an award, the Compensation Committee, at any time
before the expiration of such award, may accelerate the time or times at which
such award may be exercised in whole or in part.

         7.2      Acceleration of Awards in Certain Circumstances.

         (a) ACCELERATION FOR CHANGE OF CONTROL: Notwithstanding any contrary
provision of the Plan, upon the occurrence of a Change of Control prior to the
date on which an Option expires:

                  (i) Each Option which has not theretofore vested and become
                  exercisable shall immediately vest and become exercisable;
                  PROVIDED, HOWEVER, that no Option may be exercised until six
                  months after the date of grant of such Option.

                  (ii) In the case of any Option which has vested and become
                  exercisable solely as a result of a Change of Control due to
                  approval by the shareholders of the Company of a Business
                  Combination, any exercise by an Optionee shall be conditioned
                  upon, and deemed to occur immediately prior to, consummation
                  of the Business Combination; PROVIDED, HOWEVER, that,
                  notwithstanding the provisions of this Section 7.2(a)(ii), an
                  Optionee may at any time exercise any Option rights in
                  accordance with the other provisions of this Plan.

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         (b)  DEFINITION OF CHANGE OF CONTROL.  A "Change of Control" shall
mean:

                  (i) The acquisition by any individual, entity or group (within
                  the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
                  Act) of beneficial ownership (within the meaning of Rule 13d-3
                  promulgated under the Exchange Act) of 20 percent or more of
                  either the then-outstanding Common Stock or the combined
                  voting power of the then-outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors; or

                  (ii) Individuals who, as of the date hereof, constitute the
                  Board of Directors (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board of
                  Directors; PROVIDED, HOWEVER, that if any individual becomes a
                  director subsequent to the date hereof whose election, or
                  nomination for election by the Company's shareholders, was
                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board, then such individual
                  shall be considered as though such individual were a member of
                  the Incumbent Board; or

                  (iii) Approval by the shareholders of the Company of a
                  reorganization, merger or consolidation, a complete
                  dissolution or liquidation of the Company, or the sale or
                  other disposition of all or substantially all of the assets of
                  the Company.

         7.3      Automatic Termination. The unexercised portion of any award
granted under the Plan shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:

                  (a) the expiration of ten years from the date on which such
         award was granted;

                  (b) the expiration of three months from the date of
         termination of the Optionee's employment (other than a termination
         described in subparagraph (c) or (d) below); provided, that if the
         Optionee shall die during such three-month period, the time of
         termination of the unexercised portion of any such award shall not be
         determined under this subparagraph (b);

                  (c) the expiration of six months following the issuance of
         letters testamentary or letters of administration to the executor or
         administrator of a deceased Optionee, if the Optionee's death occurs
         either during his employment or during the three-month period following
         the date of termination of such employment (other than a termination
         described in subparagraph (d) below), but in no event later than one
         year after the Optionee's death;

                  (d) the termination of the Optionee's employment if such
         termination constitutes or is attributable to a breach by the Optionee
         of an employment or consulting agreement with the Company, or if the
         Optionee is discharged or his or her services are terminated for cause;
         or

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                  (e) the expiration of such period of time or the occurrence of
         such event as the Compensation Committee in its discretion may provide
         upon the granting of such Option.

         Any employment agreement approved or ratified by the Compensation
Committee may modify the foregoing provisions of this Paragraph 7.3 (other than
subparagraph (a) above). Subject to the terms of any such employment agreement,
the Compensation Committee or the Board of Directors shall have the right to
determine what constitutes cause for discharge or termination of services,
whether the Optionee has been discharged or his or her services terminated for
cause and the date of such discharge or termination of services and such
determination of the Compensation Committee or the Board shall be final and
conclusive. An Optionee shall be deemed to have terminated employment when he no
longer is employed by the Company. The Compensation Committee may in its
discretion determine (i) whether any leave of absence constitutes a termination
of employment within the meaning of the Plan, and (ii) the impact, if any, of
any such leave of absence on awards under the Plan theretofore made to an
Optionee who takes such leave of absence. Except for purposes of Paragraph 5,
references herein to an individual's employment as an employee of the Company
shall include all periods during which such individual serves as a director of
the Company, but is not otherwise a common law employee.

8.       EXERCISE OF AWARDS; CERTAIN LEGAL AND OTHER RESTRICTIONS.

         8.1 Exercise. Options granted under the Plan shall be exercised by the
Optionee (or by his or her executors or administrators, as provided in Paragraph
9) as to all shares covered thereby, by the giving of written notice of exercise
to the Company as to the number of Options to be exercised (and the number of
shares of Common Stock to be thereby purchased), accompanied by payment of the
full purchase price for any shares being purchased. Payment of such purchase
price shall be made by check payable to the Company. Notice of exercise,
accompanied by payment of the purchase price, shall be delivered to the Company
at its principal business office or such other office as the Compensation
Committee may from time to time direct, and shall be in such form, and
containing such further provisions consistent with the provisions of the Plan,
as the Compensation Committee may from time to time prescribe. The date of
exercise shall be the date of the Company's receipt of such notice. The Company
shall transfer the shares so purchased to the Optionee (or such other person
exercising the Option pursuant to Paragraph 9) as soon as practicable, and
within a reasonable time thereafter such transfer shall be evidenced on the
books of the Company. No Optionee or other person exercising an Option shall
have any of the rights of a stockholder of the Company with respect to shares
subject to an Option granted under the Plan until due exercise and full payment
has been made as provided above. No adjustment shall be made for cash dividends
or other rights for which the record dates is prior to the date of such due
exercise and full payment. In no event may any Option granted hereunder be
exercised for a fraction of a share.

         8.2 Withholding Tax. Whenever under the Plan shares of Common Stock are
to be delivered upon exercise of an Option, the Company shall be entitled to
require as a condition of delivery that the Optionee remit or, in appropriate
cases, agree to remit when due an amount


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sufficient to satisfy all current or estimated future federal, state and local
withholding tax requirements relating thereto.

         8.3 Restrictions on Delivery and Sale of Shares. Each Option granted
under the Plan is subject to the condition that if at any time the Compensation
Committee, in its discretion, shall determine that the listing, registration or
qualification of the shares covered by such Option upon any securities exchange
or under any state or federal law is necessary, or desirable as a condition of
or in connection with, the granting of such Option or the purchase or delivery
of shares thereunder, the delivery, of any or all shares pursuant to exercise of
the Option may be withheld unless and until such listing, registration or
qualification shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 with respect to the shares of Common
Stock purchasable under Options then-outstanding, the Compensation Committee may
require, as a condition of exercise of any Option, that the Optionee represent
in writing that the shares received upon exercise of the Option are being
acquired for investment and not with a view to distribution and disposition
except pursuant to an effective registration statement, unless the Company shall
have received an opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933. The Company may endorse on
certificates representing shares issued upon the exercise of an Option such
legends referring to the foregoing representations or restrictions or any other
applicable restrictions on resale as the Company, in its discretion, shall deem
appropriate.

9.       NON-TRANSFERABILITY OF AWARDS.

         No award granted under the Plan or any right evidenced thereby shall be
transferable by the Optionee other than by will or by the laws of descent and
distribution, and an award may be exercised, during the lifetime of an Optionee,
only by such Optionee. In the event of an Optionee's death during his or her
employment by the Company, or during the three-month period following the date
of termination of such employment, his or her award shall thereafter be
exercisable by his or her executors or administrators in accordance with the
provisions of Paragraph 7.3.




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10.      RIGHT TO TERMINATE EMPLOYMENT.

         Nothing in the Plan or in any award granted under the Plan shall confer
upon any Optionee the right to continue as an employee or a consultant of the
Company or affect the right of the Company to terminate the Optionee's
employment at any time, subject, however, to the provisions of any agreement of
employment or consultancy between the Optionee and the Company.

11.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.

         In the event of any stock split, dividend, distribution, combination,
reclassification or recapitalization that changes the character or amount of the
Company's outstanding Common Stock while any portion of any Option theretofore
granted under the Plan is outstanding but unexercised, the Compensation
Committee shall make such adjustments in the character and number of shares
subject to such Option and in the Option exercise price as shall be equitable
and appropriate in order to make the Option, as nearly as may be practicable,
equivalent to such Option immediately prior to such change.

         If any merger, consolidation or similar transaction affects the Common
Stock subject to any unexercised award theretofore granted under the Plan, the
Compensation Committee or any surviving or acquiring corporation shall take such
action as is equitable and appropriate to substitute a new Option for such award
or to assume such award in order to make such new or assumed award as nearly as
may be practicable equivalent to the old award.

         If any such change or transaction shall occur, the number and kind of
shares for which awards may thereafter be granted under the Plan shall be
adjusted to give effect thereto.

12.      AMENDMENT, EXPIRATION AND TERMINATION OF THE PLAN.

         12.1 General. Awards may be granted under the Plan at any time and from
time to time prior to the tenth anniversary of the effective date of the Plan as
set forth in Paragraph 13 of the Plan (the "Expiration Date"), on which date the
Plan will expire except as to awards then-outstanding under the Plan. Such
outstanding awards shall remain in effect until they have been exercised,
terminated or have expired. The Plan may be terminated, modified or amended by
the Board of Directors at any time prior to the Expiration Date, except that no
such amendment shall impair any rights or obligations under any award
theretofore made under the Plan without the consent of the person to whom such
award was made.

         12.2 Modification. No modification, extension, renewal or other change
in any award granted under the Plan shall be made after the grant of such award,
unless the same is consistent with the provisions of the Plan. With the consent
of the Optionee and subject to the terms and conditions of the Plan (including
Paragraph 12.1), the Compensation Committee may amend outstanding award
agreements with any Optionee, including, without limitation, any amendment which
would (i) accelerate the time or times at which the award may be exercised
and/or (ii) extend the scheduled expiration date of the award. Without limiting
the generality of the


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foregoing, the Compensation Committee may, but solely with the Optionee's
consent, agree to cancel any award under the Plan and issue a new award in
substitution therefore provided that the award so substituted shall satisfy all
of the requirements of the Plan as of the date such new award is made.

13.      GOVERNING LAW.  The Plan shall be governed by and construed in
accordance with the laws of the State of Maryland and the Code.

14.      EFFECTIVE DATE OF PLAN.  The Plan shall become effective on
September 29, 1994, the date of its adoption by the Board of Directors.




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