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                                                                    EXHIBIT 10.4

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                              SIENA HOLDINGS, INC.



1.               GRANT OF OPTION.  Siena Holdings, Inc., a Delaware corporation
                 (the "Company" or "Siena") or its Subsidiaries, hereby grants
                 to:

                                W. JOSEPH DRYER
                        (the "Grantee" "You" or "Your")

                 an option to purchase from the Company a total of 163,000 full
                 shares ("Stock Options") of Ordinary Shares ("Common Stock")
                 of the Company at $0.92 per share in the amounts, during the
                 periods, and upon the terms and conditions set forth in this
                 agreement.  The Date of Grant of this Stock Option is DECEMBER
                 1, 1997.  This is a NON-QUALIFIED STOCK OPTION.

2.               SUBJECT TO PLAN.  This Stock Option and its exercise are
                 subject to the terms and conditions of this Agreement.  The
                 capitalized terms used in this Agreement are defined below.
                 This Stock Option is subject to any rules which have been or
                 may be made by the Board or the Committee and communicated to
                 you in writing.

                 (A) Board.  The Board of Directors (or equivalent governing
                 authority) of the Company, as appointed by the Chairman of
                 Siena.

                 (B) Change in Control.  A "Change in Control" shall mean a
                 change in control of a nature that would be required to be
                 reported in response to item 6(e) of Schedule 14A of
                 Regulation 14A promulgated under the Exchange Act as such
                 Schedule, Regulation and Act were in effect on the date of
                 adoption of this Plan by the Board, assuming that such
                 Schedule, Regulation and Act applied to the Company, provided
                 that such a change in control shall be deemed to have occurred
                 at such time as:

                          (I) any "person" (as that term is used in Section
                          13(d) and 14(d)(2) of the Exchange Act) (other than
                          Siena Holdings, Inc. or an affiliate of Siena
                          Holdings, Inc.) becomes, directly or indirectly, the
                          "beneficial owner" (as defined in Rule 13d-3 under
                          the Exchange Act) of securities representing a 30% or
                          more of the combined voting power for election of
                          members of the Board of the then outstanding voting
                          securities of the Company or any successor of the
                          Company;

                          (II) during any period of two (2) consecutive years
                          or less, individuals who at the beginning of such
                          period constituted the Board of the Company cease,
                          for any reason, to constitute at least a majority of
                          the Board, unless the election or nomination for





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                          election of each new member of the Board was approved
                          by a vote of at least two-thirds of the members of
                          the Board then still in office who were members of
                          the Board at the beginning of the period;

                          (III) the equity-holders of the Company approve any
                          merger or consolidation to which the Company is a
                          party as a result of which the persons who were
                          equity-holders of the Company immediately prior to
                          the effective date of the merger or consolidation
                          (and excluding, however, any shares held by any party
                          to such merger or consolidation and their affiliates)
                          shall have beneficial ownership of less than 50% of
                          the combined voting power for election of members of
                          the Board (or equivalent) of the surviving entity
                          following the effective date of such merger or
                          consolidation; or

                          (IV) the equity-holders of the Company approve any
                          merger or consolidation as a result of which the
                          equity interests in the Company shall be changed,
                          converted or exchanged (other than a merger with a
                          wholly-owned subsidiary of the Company) or any
                          liquidation of the Company or any sale or other
                          disposition of 50% or more of the assets or earnings
                          power of the Company;

                 (C.) Code.  The Internal Revenue Code of 1986, as amended.

                 (D) Compensation Committee or Committee.  The Committee, which
                 shall be comprised of three or more members who shall be
                 appointed by the Board to administer this Agreement, which the
                 Board shall have the power to fill vacancies on the Committee
                 arising by resignation, death, removal or otherwise.  In the
                 absence of a Committee, reference thereto shall be to the
                 Board.

                 (E) Common Stock.  Siena Holdings, Inc. Class A Common Stock,
                 which the Company is authorized to issue or may in the future
                 be authorized to issue.

                 (F) Company.  Siena Holdings, Inc. ("Siena"), its subsidiaries
                 and any successor corporation.

                 (G) Disability.  Any complete and permanent disability as
                 defined in Section 22(e)(3) of the Code and determined in
                 accordance with the procedures set forth in the regulations
                 thereunder.

                 (H) Officer.  Any officer of the Company or any Parent or
                 Subsidiary, who, in the opinion of the Committee, is one of a
                 select group of executive officers, other officers or other
                 key management personnel of the Company or any Parent or
                 Subsidiary who is in a position to contribute materially to
                 the continued growth and development and to the continued
                 financial success of the Company or any Parent or Subsidiary,
                 including executive officers and officers who are members of
                 the Board.





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                 (I) Exchange Act.  The Securities Exchange Act of 1934, as
                 amended.

                 (J) Fair Market Value.  The closing sales price of the Common
                 Stock as reported or listed on a national securities exchange
                 on any relevant date for valuation, or, if there is no such
                 sale on such date, the applicable prices as so reported on the
                 nearest preceding date upon which such sale took place.  In
                 the event the shares of Common Stock are not listed on a
                 national securities exchange, the Fair Market Value of such
                 shares shall initially; be based upon the book value of the
                 Company on June 30, 1997 which includes adjustments to reflect
                 the market value of the assets and liabilities pursuant to
                 generally accepted accounting principles, thereafter shall be
                 determined by the Committee in its sole discretion.

                 (K) Grantee.  Any Officer or Director of the Company who in
                 the opinion of the Committee performs significant services for
                 the benefit of the Company and who is granted a Stock Option
                 under this Agreement.

                 (L) Involuntary Termination.  The termination of Grantee's
                 retention by Siena other than for death, Disability,
                 Retirement, Terminated for Cause, Terminated for Good Reason,
                 or in the event of a Change of Control (as defined in Section
                 2(B) above).

                 (M) Retirement.  The termination of retention by the Company
                 or any Parent or Subsidiary constituting retirement as
                 determined by the Committee.

                 (N) Stock Option.  A Non-Qualified Stock Option granted by the
                 Committee to a Grantee under this Agreement.

                 (O) Subsidiary.  Any corporation (whether now or hereafter
                 existing) which constitutes a "subsidiary" of the Company, as
                 defined in Section 424(f) of the Code.

                 (P) Termination for Cause.  An Officer shall be deemed
                 Terminated for Cause if he or she is terminated as a result of
                 a breach of his or her written retention agreement.

                 (Q) Termination for Good Reason.  The resignation of an
                 Officer shall be deemed to be a Termination for Good Reason if
                 the Officers resignation is within two years of a Change in
                 Control as defined in Section 2(B) above, caused by and within
                 ninety (90) days of the following: (I) without the express
                 written consent of the Officer, any duties that are assigned
                 which are materially inconsistent with the Officer's position,
                 duties and status with Siena at the time of the Change in
                 Control; (ii) any action by Siena which results in a material
                 diminution in the position, duties or status of the Officer
                 with Siena at the time of the Change in Control or any
                 transfer or proposed transfer of the Officer for any extended
                 period to a location outside his principal place of retention
                 at the time of the Change in Control without his consent;
                 (iii) the base annual compensation of the Officer, as same may
                 be hereafter be increased from time to time, is reduced; or
                 (iv) without limiting the generality or effect of the
                 foregoing, Siena fails to comply with any of its material
                 obligations hereunder.





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3.               VESTING: TIME OF EXERCISE.  Except as specifically provided in
                 this Agreement and subject to certain terms, restrictions and
                 conditions set forth in this Agreement, this Stock Option is
                 exercisable in the following cumulative installments:


                 First installment.     Up to 20% of the total Stock Options
                                        at any time following the first
                                        anniversary of the Date of Grant.

                 Second installment.    Up to an additional 20% of the total
                                        Stock Options at any time following
                                        the second anniversary of the Date of
                                        Grant.


                 Third installment.     Up to an additional 20% of the total
                                        Stock Options at any time
                                        following the third anniversary of the
                                        Date of Grant.

                 Forth installment.     Up to an additional 20% of the total
                                        Stock Options at any time following the
                                        forth anniversary of the Date of Grant.

                 Fifth installment.     Up to an additional 20% of the total
                                        Stock Options at any time following the
                                        fifth anniversary of the Date of Grant.

4.               TERM; FORFEITURE.  This Stock Option, and all unexercised
                 Stock Options granted  hereunder, will terminate and be
                 forfeited at the first of the following to occur;

                 (A) 5:00 pm on December 1, 2007; or

                 (B) 5:00 pm on the date which is twelve (12) months following
                 termination of service due to death, Disability or six (6)
                 months after Retirement for Stock Options vested at
                 termination; or

                 (C.) 5:00 pm on the date which is twelve (12) months following
                 termination of service due to death, Disability or six (6)
                 months after Retirement for Stock Options that vest after
                 termination; or

                 (D) 5:00 pm on the 31st day after the day of any other
                 termination of service.

                 (E) For purposes of termination of service due to death or
                 Disability, any non-vested portion of any outstanding Stock
                 Option shall become vested and immediately and fully
                 exercisable, notwithstanding any provision therein for the
                 exercise in installments.

                 (F) For purposes of termination of service due to Retirement,
                 any non-vested portion of any outstanding Stock Options shall
                 become vested and immediately and fully exercisable,
                 notwithstanding any provision therein for the exercise in
                 installments. immediately.

                 (G) For purposes of termination of service as a result of
                 Involuntary Termination (not





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                 Change in Control), any non-vested portion of any outstanding
                 Stock Options shall vest on a pro-rata basis based upon the
                 number of months the terminated Officer has been retained
                 within the applicable vesting schedule of this Agreement.

                 (H) In the event of Involuntary Termination or Termination for
                 Good Reason within two years of a Change in Control, all Stock
                 Options then outstanding shall become vested and immediately
                 and fully exercisable, notwithstanding any provision therein
                 for the exercise in installments.

5.               WHO MAY EXERCISE.  Subject to the terms and conditions set
                 forth in Sections 3 and 4 above, this Stock Option may be
                 exercised only by Grantee.  If as a result of death or
                 Disability prior to the termination date specified in Section
                 4(A) hereof and Grantee have not exercised this Stock Option
                 as to the maximum percentage of Stock Options set forth in
                 Section 3 hereof as of the date of death of Disability, the
                 following persons may exercise the exercisable portion of this
                 Stock Option on behalf of Grantee at any time prior to the
                 earlier of the dates specified in Sections 4(A) or (B) hereof:
                 (i) if Grantee is disabled, your guardian; or (ii) if Grantee
                 dies, the personal representative of your estate, or the
                 person who acquired the right to exercise this Stock Option by
                 bequest or inheritance or by reason of Grantees death;
                 provided that this Stock Option shall remain subject to the
                 other term of this Agreement, and applicable laws, rules, and
                 regulations.

6.               RESTRICTIONS.  This Stock Option may be exercised only with
                 respect to full shares and no fractional share of stock shall
                 be issued.

7.               MANNER OF EXERCISE.  Subject to such rules as the Board or the
                 Committee may from time to time adopt, this Stock Option may
                 be exercised by the delivery of written notice to the
                 Secretary of the Company setting forth the number of shares of
                 Common Stock with respect to which the Stock Option is to be
                 exercised and the date of exercise thereof (the "Exercise
                 Date") which shall be at least three (3) days after giving
                 such notice unless an earlier time shall have been mutually
                 agreed upon.

                 On the Exercise Date, Grantee shall deliver to the Company
                 consideration with a value equal to the total Option Price of
                 the shares to be purchased, payable as follows: (i) cash,
                 certified check, bank draft, or money order payable to the
                 order of the Company, and/or (ii) any other form of payment
                 which is acceptable to the Committee.

                 Common Stock which is acquired by Grantee pursuant to the
                 exercise of this Stock Option may not be used to exercise a
                 subsequent option until and unless such shares have been held
                 for a period of six months.

                 Upon payment of all amounts due, the Company shall cause
                 certificates for the Common Stock then being purchased to be
                 delivered to Grantee (or the person exercising Stock Option in
                 the event of your death of Disability) at its principal
                 business office promptly after the





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                 Exercise date.  The obligation of the Company to deliver
                 shares of Common Stock shall, however, be subject to the
                 condition that if at any time the Committee shall determine in
                 its sole discretion that the listing, registration, or
                 qualification of the Stock Option or the Common Stock upon any
                 securities exchange or under any state of federal law, or the
                 consent or approval of any governmental regulatory body, is
                 necessary or desirable as a condition of, or in connection
                 with, the Stock Option or the issuance or purchase of shares
                 of Common Stock thereunder, then the Stock Option may not be
                 exercised in whole or in part unless such, listing,
                 registration, qualification, consent, or approval shall have
                 been effected or obtained free of any conditions not
                 acceptable to the Committee.

                 If Grantee fails to pay for any of the Common Stock specified
                 in such notice or fail to accept delivery thereof, then your
                 right to purchase such Common Stock may be terminated by the
                 Company.

8.               TAX WITHHOLDING.  The Company shall have the right to deduct
                 from all amounts hereunder paid in cash or other form, any
                 Federal, state or local taxes required by law to be deducted.
                 As a requirement for receiving shares of Common Stock issued
                 under this Stock Option, Grantee will be required to pay the
                 Company the amount of any taxes which the Company is required
                 to withhold with respect to such shares of Common Stock.  Such
                 payments shall be required to be made before the delivery of
                 any certificate representing such shares of Common Stock will
                 be issued.  The Committee may determine such payment can be
                 made in cash, by check, or through the delivery of shares of
                 Common Stock owned by Grantee (which may be effected by the
                 actual delivery of shares of Common Stock by Grantee or if
                 Grantee is not an insider (as defined by the Securities and
                 Exchange Commission), by the Company's withholding a number of
                 shares to be issued upon exercise of this Stock Option, if
                 applicable), which shares have an aggregate Fair Market Value
                 equal to the required minimum withholding payment , or any
                 combination thereof.

9.               NON-ASSIGNABILITY.  This Stock Option is not assignable or
                 transferable except by will or the laws of descent and
                 distribution or pursuant to a qualified domestic relations
                 order as defined in the Code or Title I of the Employee
                 Retirement Income Security Act of 1974, as amended.  However,
                 after Grantee has shown reasonable evidence of tax and/or
                 financial advice from a third-party, Grantee may make an
                 irrevocable gift of the Stock Option to a family member or
                 trust.

10.              RIGHTS AS STOCKHOLDER.  You will have no rights as a
                 stockholder with respect to any shares covered by this Stock
                 Option until the issuance of a certificate or certificates to
                 Grantee for the shares.  No adjustment shall be made for
                 dividends or other rights for which the record date is prior
                 to the issuance of such certificate of certificates.

11.              ADJUSTMENT OF NUMBER OF SHARES AND RELATED MATTERS.  The
                 number of shares of Common Stock covered by this Stock Option,
                 and the Option Price thereof, shall be subject to adjustment
                 in accordance with change in capitalization of Siena Holdings,
                 Inc. or a





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                 combination, merger, or reorganization of Siena Holdings, Inc.
                 into or with any other corporation or any other transaction
                 with similar effects.

12.              GRANTEE'S REPRESENTATIONS.  Notwithstanding any of the
                 provisions hereof, Grantee hereby agrees that Grantee will not
                 exercise the Stock Option granted hereby, and that the Company
                 will not be obligated to issue any shares to Grantee
                 hereunder, if the exercise thereof or the issuance of such
                 shares shall constitute a violation by Grantee or the Company
                 of any provision of any law or regulation of any governmental
                 authority.  Any determination in this connection by the
                 Committee shall be final, binding and conclusive.  The
                 obligations of the Company and your rights are subject to all
                 applicable laws, rules and regulations.

                 Furthermore, if Grantee is an "insider" (as defined by the
                 Securities Exchange Commission), Grantee agrees that Grantee
                 will not exercise this Stock Option during the six (6) months
                 following the Date of Grant.

13.              INVESTMENT REPRESENTATION.  Unless the Common Stock is issued
                 to Grantee in a transaction registered under applicable
                 Federal and state securities laws, by Grantees execution
                 hereof, Grantee represents and warrants to the Company that
                 all Common Stock which may be purchased hereunder will be
                 acquired by Grantee for investment purposes for your own
                 account and not with any intent for resale or distribution in
                 violation of Federal or state securities laws.  Unless the
                 Common Stock is issued to you in a transaction registered
                 under the applicable Federal and state securities laws, all
                 certificates issued with respect to the Common Stock shall
                 bear an appropriate restrictive investment legend.

14.              PARTICIPANT'S ACKNOWLEDGMENTS.  As a Grantee under this
                 Agreement, Grantee acknowledges receipt of a copy of this
                 Agreement, and represents that Grantee is familiar with the
                 terms and provisions of this Agreement.  By signing this
                 Agreement, Grantee hereby accepts as binding, conclusive, and
                 final all decisions or interpretations of the Committee, as
                 that term is defined in this Agreement, upon any questions
                 arising under this Agreement.  Any disagreement by Grantee as
                 to any decision or interpretation of the Committee shall be
                 settled exclusively by the terms of this Agreement.

15.              LAW GOVERNING.  This Agreement shall be governed by,
                 construed, and enforced in accordance with the laws of the
                 State of Delaware (excluding any conflict of laws rule or
                 principle of Delaware law that might refer the governance,
                 construction, or interpretation of this agreement to the laws
                 of another state).

                 In the event of any change in applicable laws or any change in
                 circumstances which results in or would result in any dilution
                 of the rights granted under this Agreement, or which otherwise
                 warrants equitable adjustment because it interferers with the
                 intended operation of this Agreement, then if the Committee
                 shall, in its sole discretion, determine that such change
                 requires an adjustment in the number or kind of shares of
                 stock or other securities or property theretofore subject, or
                 which may become subject, to issuance or transfer under this





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                 Agreement or in the terms and conditions of this Agreement,
                 such adjustment shall be made in accordance with such
                 determination.  The Committee shall give notice to each
                 Grantee, and upon notice such adjustment shall be effective
                 and binding for all purposes of this Agreement.

16.              NO RIGHT TO CONTINUE RETENTION.  Nothing herein shall be
                 construed to confer upon Grantee the right to continue in the
                 retention of the Company or any Subsidiary or interfere with
                 or restrict in any way the right of the Company or any
                 Subsidiary to discharge Grantee at any time (subject to any
                 contract rights Grantee might have).

17.              LEGAL CONSTRUCTION.  In the event that any one or more of the
                 terms, provisions or agreements that are contained in this
                 Agreement shall be held by a Court of competent jurisdiction
                 to be invalid, illegal or unenforceable in any respect for any
                 reason, the invalid, illegal or unenforceable term, provision
                 or agreement shall not affect any other term, provision or
                 agreement that is contained in this Agreement and this
                 Agreement shall be construed in all respects as if the
                 invalid, illegal or unenforceable term, provision or agreement
                 had never been contained herein.

18.              ENTIRE AGREEMENT.  This Agreement supersede any and all other
                 prior understandings and agreements, either oral or in
                 writing, between the parties with respect to the subject
                 matter hereof and constitute the sole and only agreements
                 between the parties with respect to the said subject matter.
                 All prior negotiations and agreements between the parties with
                 respect to the subject matter hereof are merged into this
                 Agreement.  Each party to this Agreement acknowledges that no
                 representations, inducements, promises or agreements, orally
                 or otherwise, have been made by any party or by anyone acting
                 on behalf of any party, which are not embodied in this
                 Agreement and that any agreement, statement or promise that is
                 not contained in this Agreement shall not be valid or binding
                 or of any force or effect.

19.              PARTIES BOUND.  The terms, provisions, representations,
                 warranties, covenants, and agreements that are contained in
                 this Agreement shall apply to, be binding upon, and inure to
                 the benefit of the parties and their respective heirs,
                 executors, administrators, legal representatives, and
                 permitted successors and assigns.

20.              MODIFICATION.  No change or modification of this Agreement
                 shall be valid or binding upon the parties unless the change
                 or modification is in writing and signed by the parties.
                 Notwithstanding the preceding sentence, the Company may amend
                 this Agreement or revoke this Stock Option to the extent
                 permitted in this Agreement.

21.              HEADINGS.  The headings that are used in this Agreement are
                 used for reference and convenience purposes only and do not
                 constitute substantive matters to be considered in construing
                 the terms and provisions of this Agreement.

22.              NOTICE.  Any notice required or permitted to be delivered
                 hereunder shall be deemed to be





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                 delivered only when actually received by the Company or by
                 Grantee, as the case may be, at the addresses set forth below,
                 or at such other addresses as they have theretofore specified
                 by written notice delivered in accordance herewith.

                        (A)  Notice to the Company shall be addressed and
                             delivered as follows:

                                           Siena Holdings, Inc.
                                           Attention: Chairman
                                     717 Harwood Street, Suite 1110
                                           Dallas, TX 75201

                        (B)  Notice to Grantee shall be addressed and
                             delivered as follows:


                                           W. Joseph Dryer
                                         3401 LakeBrook Drive
                                           Plano, TX 75093


IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and Grantee, to evidence Grantees consent and approval
of all the terms hereof, has duly executed this Agreement, as of the date
specified in Section 1 hereof.



SIENA HOLDINGS, INC.


BY:
    ----------------------------

TITLE:
       -------------------------

GRANTEE:


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