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                                                                    EXHIBIT 10.3

                      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:

                                JOHN P. KNEAFSEY
                        (the "Grantee" "You" or "Your")

         an option to purchase from the Company a total of 271,750 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.





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





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

                                John P. Kneafsey
                               12 Lochwynd Court
                               Phoenix, MD 21131

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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