Exhibit 22.1
                       The Company's 1998 Annual Meeting
                                Proxy Statement

<PAGE>

                          THE COMMERCIAL BANCORP, INC.
                                258 N. Nova Road
                           Ormond Beach, Florida 32174

                             ---------------------

                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                                 April 21, 1998

                             ---------------------

Solicitation and Voting of Proxies

         This Proxy Statement and the accompanying  Proxy are being furnished to
shareholders  of The  Commercial  Bancorp,  Inc.  ("TCB"  or the  "Company")  in
connection with the solicitation of proxies by the Board of Directors to be used
at the  Company's  Annual  Meeting of  Shareholders  ("Annual  Meeting")  or any
adjournment thereof,  which will be held on Tuesday April 21, 1998 at 2:00 p.m.,
Local Time at The  Trails  Homeowners  Association  Community  Center,  201 Main
Trail, Ormond Beach, Florida.

         Regardless  of the  number  of  shares of  common  stock  owned,  it is
important that  shareholders  be represented by Proxy or in person at the Annual
Meeting. Shareholders are requested to vote by completing the enclosed Proxy and
returning  it  signed  and  dated  in the  enclosed  postage  prepaid  envelope.
Shareholders  are  urged  to  indicate  the way they  wish to vote in the  space
provided  on the  Proxy.  Proxies  solicited  by the Board of  Directors  of the
Company will be voted in accordance with the directions given therein.  Where no
instructions are indicated,  proxies will be voted "FOR" the management director
nominees set forth below;  "FOR"  approval of the 1997 Employee Stock Option and
Limited  Rights  Plan;  and "FOR"  ratification  of the  appointment  of Hacker,
Johnson,  Cohen & Grieb,  PA as the  independent  auditors of TCB for the fiscal
year ending December 31, 1998.

Revocation of Proxy

         A shareholder's  presence at this Annual Meeting will not automatically
revoke  his or her Proxy.  Shareholders  may revoke a Proxy at any time prior to
its  exercise by filing with the  Secretary  of the Company a written  notice of
revocation,  by delivering to the Company a duly executed  Proxy bearing a later
date, or by attending this Annual Meeting and voting in person.

Voting Securities

         The  securities  which may be voted at this Annual  Meeting  consist of
shares of common stock of TCB ("Common  Stock")  with each share  entitling  its
owner to one vote for the election of directors  and any other  matters that may
come before the Annual Meeting. The close of business on March 19, 1998 has been
fixed by the Board of  Directors  as the  record  date  ("Record  Date") for the
determination  of shareholders  entitled to notice of and to vote at this Annual
Meeting and any adjournment thereof. The total number of shares of the Company's
Common Stock outstanding on the record date was 464,791 shares which are held by
approximately 325 shareholders.

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         The  presence,  in person or by Proxy,  of at least a  majority  of the
total number of outstanding  shares of Common Stock is necessary to constitute a
quorum at the Annual Meeting.  In the event there are not sufficient votes for a
quorum to approve any  Proposal at the time of the Annual  Meeting,  this Annual
Meeting may be adjourned in order to permit further solicitation of proxies.

Certain Shareholders

         As of March 19, 1998, no persons or apparent  groups of persons,  other
than  Officers or  Directors  of the  Company,  are known by  management  to own
beneficially  five  percent or more of the  outstanding  shares of TCB's  Common
Stock.

                       PROPOSAL I - ELECTION OF DIRECTORS

     The Board of  Directors  of TCB,  as proposed  herein,  will be composed of
seven  members.  The Board of Directors  are divided into three  classes and the
terms  of each  class  are  staggered  so that  approximately  one-third  of the
directors  are elected each year.  There are three Class I directors who will be
elected  to a one-year  term,  two Class II  directors  who will be elected to a
two-year  term,  and two Class III directors who will be elected to a three-year
term nominated by the Board to stand for election at this Annual Meeting.

     Management's  nominees to fill the terms are Gary G.  Campbell,  Richard R.
Dwyer,  and Norbert A. Walz for Class I terms;  James R.  Peacock,  and James F.
McCollum,  for Class II terms;  and Larry A. Kent and H.  Frederick  Keiber  for
Class III terms,  each of whom,  except for Mr. Dwyer,  Mr. Walz, Mr. Keiber and
Mr. McCollum are presently  directors of TCB. Mr. Dwyer has servered as a member
of The Commercial  Bank of Volusia  County's  Board of Directors  since October,
1997.  Messers  Walz,  Keiber and mcCollum  are members of the Sebring,  Florida
organizing group.

         It is intended  that the proxies  solicited  by the Board of  Directors
will be voted "FOR" the election of said  nominees.  If any nominee is unable to
serve,  the  shares  represented  by all  valid  proxies  will be voted  for the
election of such  substitute as the Board may recommend.  At this time the Board
of Directors knows of no reason why any nominee might not be able to serve.

         The Board of Directors recommends that shareholders vote "FOR" election
         of the nominees.

         The following  table  describes the period that each nominee has served
as a director of TCB,  his  position and offices  held,  with the  Company,  his
principal occupation or employment, and further contains information as of March
19, 1998,  with  respect to the  beneficial  ownership  (as such term is defined
under the Rules and  Regulations of the Securities  Exchange  Commission) of the
Company's Common Stock held by each nominee,  each director and all directors as
a group.



                                        2

<PAGE>



Name, age, principal                            Amount and nature
occupation, director-                Current    of beneficial
ships and business        Director   term       ownership of         Percent
experience                since      expires    Common Stock         of class(1)
---------------------     --------   --------   ------------------   -----------

Management's nominees
for One-Year Terms:

Class I Directors
-----------------

Gary G. Campbell, Age 44    1996       1998          3,000(2)          0.64%
Executive  Vice President 
and Senior Loan  Officer,  
First State Bank of 
Florida, 1992 -  1996;  
President  of The  
Commercial  Bank,  
1996 -  current;  
Director,
President and Chief 
Excutive Officer of 
the Bank 1997 - current.

Richard R. Dwyer, Age 43      -         1998         20,000(3)         4.21%
Specialty Stock Trader 
and partner of M. J. 
Meehan & Company, a New
York Stock Exchange 
Trading Company 1986 - 1996.  
Retired 1996 - current.
Member of the Board of 
Directors of the
Bank, 1997 - current.

Norbert A. Walz, Age 57       -           -           500(4)           0.11%
President and Owner of 
Walz Marketing, Inc. 
1986 - 1996; President 
and Owner of Walz 
Management, Inc. 1986 - 
current; President and 
Owner of Walz & Company
of Sebring, Inc. 1993 - 
current.


Management's nominees for Two-Year Terms:

Class II Directors
------------------

James R. Peacock, Age 51    1996        1998         105,268(5)         20.34%
Owner/Operator Jim 
Peacock Dodge 1981 - 
1993; Director and 
Management Consultant 
of Profitable
Management Services, 
Inc. 1988 - current.

James F. McCollum, Age 52    -             -           500(6)           0.11%
Attorney, 1972 - current;  
Shareholder and partner 
McCollum,  Oberhausen 
& Tuck, LLP, 1997 - 
current.


                                        3

<PAGE>



Management's nominees for Three-Year Terms:

Class III Directors

Larry A. Kent, Age 45       1996        1998          69,282(7)         13.87%
President and Owner 
Larry Kent Homes,
Inc. 1974 - 1993; 
Owner operator of
Burger King franchise  
restaurants 1993 
current; Member of 
Board of Directors
First State Bank of 
Florida, 1987 - 1996;  
Chairman of The 
Commercial Bank 1996
current; member of the 
Board of Directors of 
the Bank.

H. Frederick Keiber, MD, Age 52  -      -         2,000(8)               0.43%
Ophthamologist and Owner 
Keiber Eye Center 1975 - 
current; majority owner 
Keiber Optical Company
1983 - current; Majority
owner Surgical Center of
Central Florida 1989 - 
current.

---------------------------

(1)      Percentage  computed  on 464,791 shares  issued  and  outstanding, plus
         100,150 shares subject to presently exercisable stock purchase warrants
         issued in connection with the Company's stock  offering  for a total of
         564,941 beneficial shares.

(2)      Includes 1,500 shares subject to presently  exercisable  stock purchase
         warrants  issued  in  connection  with  the  Company's   initial  stock
         offering, and 1,500 shares owned individually.

(3)      Includes 10,000 shares subject to presently  exercisable stock purchase
         warrants issued in connection with the Company's initial stock offering
         and 10,000 shares owned individually.

(4)      Includes 250 shares  subject to presently  exercisable  stock  purchase
         warrants  issued  in  connection  with  the  Company's   initial  stock
         offering. Includes 250 shares owned individually.

(5)      Includes 52,509 shares subject to presently  exercisable stock purchase
         warrants issued in connection with the Company's initial stock offering
         and 52,509 shares owned individually. Includes 250 shares owned by Mr.
         Peacock's wife, Myrtice Peacock.

(6)      Includes 250 shares  subject to presently  exercisable  stock  purchase
         warrants issued in connection with the Company's initial stock offering
         and 250 shares owned individually.

(7)      Includes 34,641 shares subject to presently  exercisable stock purchase
         warrants issued in connection with the Company's initial stock offering
         and 34,641 shares owned individually.

(8)      Includes 1,000 shares subject to presently  exercisable  stock purchase
         warrants issued in connection with the Company's initial stock offering
         and 1,000 shares owned individually.



                                        4

<PAGE>



Board of Directors Meetings

         During its  organizational  stage the Company  conducted  its  business
through  meetings of the Board of Directors.  During the year ended December 31,
1997,  the Board of  Directors  held 4 meetings.  No  director  of the  Company,
attended fewer than 75% of the total meetings of the Board of Directors.

Committees of the Board of Directors

     The Board of  Directors  of the Company may  conduct  business  through its
Executive Committee.

Directors' Compensation

         TCB did not pay any fees or other compensation to its Directors for the
period  ending  December  31, 1997 and neither TCB nor the Bank  currently  pays
Directors any fees or other compensation.

Executive Compensation

         No officer of TCB or the Bank received cash  compensation  in excess of
$100,000 for the year ended December 31, 1997.  Gary G. Campbell,  a Director of
the Company and a Director,  President and Chief Executive  Officer of the Bank,
receives a base salary of $75,000 per year beginning January, 1998. In addition,
the Bank provides Mr. Campbell an automobile for business use.

Benefits

         Insurance:   TCB's  full-time   officers  and  employees  are  provided
hospitalization, major medical, short and long-term disability, dental insurance
and term life  insurance  under group plans on  generally  the same basis to all
full-time employees. The Bank pays all of the costs of this insurance.

         Bonuses:  Neither  the Company  nor the Bank has an  established  bonus
policy for employees;  however, based upon Mr. Campbell's performance during the
organizational  and post opening periods,  the Board of Directors  awarded him a
bonus of $5,000 during the last quarter of 1997. The payment of any future bonus
is at the sole discretion of the Board of Directors.

Certain Relationships and Related Transactions

         Set  forth  below  is  certain  information  as of  December  31,  1997
concerning loans made by the Bank to each of its directors,  executive  officers
and their immediate  families whose aggregate  indebtedness to the Bank exceeded
$60,000 at anytime since January 1, 1997.

                           [TABLE SHOWN ON NEXT PAGE]


                                        5

<PAGE>
<TABLE>
<CAPTION>




                                                                          Largest
                                                                           Amount             Balance
                                                      Maturity          Outstanding            as of
                                        Date of       Date of           from January          December          Interest
               Name                      Loan           Loan               1, 1997            31, 1997            Rate       Type
         ----------------              --------       --------         ---------------      ------------        --------     -----
<S>                                    <C>            <C>                 <C>                 <C>                <C>          <C> 
         James R. Peacock              10/17/97       01/15/98            304,064.35          304,064.37          9.50%       CLC
         Gary G. Campbell              12/22/97       03/15/99             10,312.71           10,312.71         10.25%        CL
                                       12/22/97       01/01/28            144,976.01          144,976.01          7.00%        ML
</TABLE>


Note: "CL" (Fixed Rate Consumer Loan);  "ML"  (Adjustable  Mortgage Loan made at
the  market  interest  rate);  "CLC"  (Commercial  Line of Credit -  unsecured);
Interest rates on all loans above are adjustable.

         Banks and other financial  institutions  are governed by the provisions
of Section 22(h) of the Federal  Reserve Act. Any credit extended by the Bank to
its  directors,  executive  officers  and,  to the extent  otherwise  permitted,
principal   shareholder(s),   or  any  affiliates  thereof,   must  be:  (i)  on
substantially the same terms, including interest rates and collateral,  as those
prevailing  at  the  time  for   comparable   transactions   by  the  Bank  with
non-affiliated  parties  and (ii) not  involve  more  than  the  normal  risk of
repayment or present other unfavorable features.

         The  above  loans  were  made  to  the   directors   and   officers  on
substantially  the same terms as they are made to other  customers  of the Bank.
All loans are  current in their  contractual  payments  for both  principal  and
interest and, in management's  opinion, do not involve more than the normal risk
of collectibility.


                          PROPOSAL II-APPROVAL OF TCB'S
                  EMPLOYEE STOCK OPTION AND LIMITED RIGHTS PLAN

         TCB, in order to encourage  superior  performance  believes  that stock
options  for  key  officers  should  be  a  part  of  the  Company's   long-term
compensation  program.  Long-term  compensation is  distinguishable  from annual
compensation  by the time frame for which  performance  results are  measured to
determine the individual awards issued to employees.  Annual compensation covers
a  calendar  year  while  long-term  compensation  in the form of stock  options
generally  covers a longer  period.  The stock  options  allow key  employees to
become  shareholders  of the  Company  with the  intent  of  motivating  them to
continue  to  improve  the value of the  Company's  common  stock.  The Board of
Directors of the Company has adopted The Commercial Bancorp,  Inc. 1997 Employee
Stock Option and Limited Rights Plan ("Plan")  subject to shareholder  approval,
which  provides for up to 10% of the Company's  authorized but unissued stock to
be subject to grant under the Plan. The term of the stock options  authorized by
the Plan is limited and  generally  requires  the employee to exercise the stock
option within ten years after the date of grant.  Options must be issued with an
exercise price at least equal to current market value at the time of grant,  and
vesting  periods may not exceed five years from the date of grant. A copy of the
Plan is included with this Proxy Statement as Appendix A.


                                        6

<PAGE>



         The Board of  Directors  recommends  that  shareholders  vote "FOR" the
         approval of Company's  1997  Employee  Stock Option and Limited  Rights
         Plan.


                  PROPOSAL III - RATIFICATION OF APPOINTMENT OF
                AUDITORS FOR FISCAL YEAR ENDING DECEMBER, 31 1998

         TCB's independent auditors for the fiscal year ended December 31, 1997,
were Hacker,  Johnson,  Cohen & Grieb,  PA. The Board of Directors has appointed
Hacker,  Johnson,  Cohen & Grieb to be its  independent  auditors for the fiscal
year ending December 31, 1998, subject to shareholder ratification.

         The Board of  Directors  recommends  that  shareholders  vote "FOR" the
         ratification of the appointment of Hacker,  Johnson,  Cohen & Grieb, PA
         as independent auditors for the fiscal year ending December 31, 1998.

Solicitation

         The cost of soliciting  proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by TCB.  Proxies may be solicited by directors,
officers  or  regular  employees  of the  Company  or the Bank in  person  or by
telephone,  telegraph or mail. TCB will request persons,  firms and corporations
holding  shares in their  names,  or in the names of their  nominees,  which are
beneficially owned by others, to send Proxy materials to and obtain proxies from
such  beneficial  owners,  and will reimburse such holders for their  reasonable
out-of-pocket expenses in doing so.

Shareholder Proposals

         In order to be eligible for inclusion in TCB's Proxy  material for next
year's Annual Meeting of Shareholders,  any shareholder  proposal to take action
at such Annual Meeting must be received at the Corporate  Office of the Company,
258 N. Nova Road,  Ormond Beach,  Florida 32174, on or before December 22, 1998.
Proposals must comply with the provisions of 17 C.F.R.  Section 240.14a-8 ("Rule
14a") of the rules and regulations of the Securities and Exchange  Commission in
order to be included in the Company's Proxy materials.

         New  business  may be  taken up at the  Annual  Meeting,  provided  the
proposal  is stated in writing  and filed with the  Secretary  of the Company at
least ten (10) days  before the Annual  Meeting.  Any  shareholder  may make any
other  proposal  at the  Annual  Meeting  and  the  same  may be  discussed  and
considered,  but unless stated in writing and filed with the Company's Secretary
by the above date,  such proposal  shall be laid over for action at an adjourned
Annual Meeting or at a Special Meeting taking place 30 or more days  thereafter.
This provision does not prevent the consideration and approval or disapproval at
the Annual  Meeting of reports of officers,  directors  and  committees;  but in
connection with such reports, no new business shall be acted upon at such Annual
Meeting unless stated and filed as provided herein.


                                        7

<PAGE>



Financial Statements

         A copy of the Company's  audited  financial  statements  for the period
ended December 31, 1997, accompanies this Proxy Statement.

Other Matters

         The Board of Directors  knows of no other matters to be brought  before
the Annual  Meeting.  However,  if other  matters  should come before the Annual
Meeting,  it is the intention of the persons named in the enclosed form of Proxy
to vote the  Proxy in  accordance  with  their  judgment  of what is in the best
interest of the Company.

                                               The Commercial Bancorp, Inc.




Ormond Beach, Florida
March 28, 1998


                                        8

<PAGE>







                                   APPENDIX A




                                  THE COMPANY'S
                           1997 EMPLOYEE STOCK OPTION
                             AND LIMITED RIGHTS PLAN


                                        9

<PAGE>



                          THE COMMERCIAL BANCORP, INC.

               1997 EMPLOYEE STOCK OPTION AND LIMITED RIGHTS PLAN


1.       PURPOSE

         The purpose of The Commercial Bancorp,  Inc.  ("Company") 1997 Employee
Stock Option and Limited Rights Plan ("Plan") is to advance the interests of the
Company,  its wholly owned  subsidiary The Commercial Bank of Volusia County and
its  shareholders  by providing key employees of the Company and its affiliates,
upon whose  judgment,  initiative  and  efforts  the  successful  conduct of the
business of the Company and its affiliates  largely depends,  with an additional
incentive  to  perform in a superior  manner,  as well as, to attract  people of
experience and ability.

2.       DEFINITIONS

         (a)     "Board  of  Directors"  means  the  Board of  Directors  of the
                 Company.

         (b)     "Affiliate"  means  (i)  a  member  of a  controlled  group  of
                 corporations  of  which  the  Company  is a  member  or (ii) an
                 unincorporated  trade or business which is under common control
                 with the  Company as  determined  in  accordance  with  Section
                 414(c) of the Internal  Revenue Code 1986, as amended  ("Code")
                 and the regulations issued  thereunder.  For purposes hereof, a
                 "controlled  group of  corporations"  shall  mean a  controlled
                 group of corporations as defined in Section 1563(a) of the Code
                 determined without regard to Sections 1563(a)(4) and (e)(3)(C).

         (c)     "Award"  means  an  Award  of   Non-Statutory   Stock  Options,
                 Incentive  Stock  Options,  and/or Limited Rights granted under
                 the provisions of the Plan.

         (d)     "Committee"  means the  Compensation  Committee of the Board of
                 Directors.

         (e)     "Plan Year or Years" means a calendar year or years  commencing
                 on or after January 1, 1997.

         (f)     "Date of  Grant"  means  the  actual  date on which an Award is
                 granted by the Committee.

         (g)     "Common  Stock"  means the  common  stock of the  Company,  par
                 value, $0.01 per share.

         (h)     "Fair Market  Value" means,  when used in  connection  with the
                 Common Stock on a certain date,  the reported  closing price of
                 the Common  Stock as reported by the  National  Association  of
                 Securities Dealers Automated  Quotation System (as published by
                 the Wall Street Journal, if published) on the day prior to such
                 date or if the Common Stock was not traded on such date, on the
                 next preceding day on which the Common Stock was

                                        1

<PAGE>



                 traded thereon. If the Common Stock is not traded on a national
                 market  reported  by the  National  Association  of  Securities
                 Dealers Automated Quotation System, the Fair Market Value means
                 the  average of the closing bid and ask sale prices on the last
                 previous   date   on   which   a  sale   is   reported   in  an
                 over-the-counter   transaction.   In   the   absence   of   any
                 over-the-counter  transactions, the Fair Market Value means the
                 highest  price at which the  stock  has sold in an arms  length
                 transaction during the 90 days immediately  following the grant
                 date. In the absence of an arms length  transaction during such
                 90 days,  Fair Market  Value means the book value of the common
                 stock or the issue  price of $10.00  per  share,  whichever  is
                 higher.

         (i)     "Limited  Right"  means the right to  receive an amount of cash
                 based upon the terms set forth in Section 9 herein.

         (j)     "Disability"  means the permanent and total inability by reason
                 of mental or  physical  infirmity,  or both,  of an employee to
                 perform the work customarily assigned to him.  Additionally,  a
                 medical  doctor  selected or approved by the Board of Directors
                 must  advise the  Committee  that it is either not  possible to
                 determine  when  such  Disability  will  terminate  or  that it
                 appears  probable that such Disability will be permanent during
                 the remainder of said participant's lifetime.

         (k)     "Termination   for  Cause"  means  the   termination   upon  an
                 intentional  failure  to  perform  stated  duties,  breach of a
                 fiduciary duty involving personal dishonesty,  which results in
                 material  loss  to the  Company  or one  of its  affiliates  or
                 willful  violation of any law, rule or  regulation  (other than
                 traffic    violations    or   similar    offenses)   or   final
                 cease-and-desist  order  issued  to the  Company  or one of its
                 affiliates.

         (l)     "Participant"   means  an   employee  of  the  Company  or  its
                 affiliates chosen by the Committee to participate in the Plan.

         (m)     "Change in Control"  of the  Company  means a change in control
                 that would be  required to be reported in response to Item 6(e)
                 of  Schedule  14A  of  Regulation  14A  promulgated  under  the
                 Securities Exchange Act of 1934, as amended ("Exchange Act") or
                 any  successor   disclosure   item;   provided  that,   without
                 limitation, such a Change in Control (as set forth in 12 U.S.C.
                 Section  1841[a][2] of the Bank Holding Company Act of 1956, as
                 amended)  shall be deemed to have  occurred  if any  person (as
                 such term is used in Sections  13[d] and 14[d] of the  Exchange
                 Act in effect on the date first written above),  other than any
                 person who on the date hereof is a director or officer of the

                                        2

<PAGE>



                 Company,  (i) directly or indirectly,  or acting through one or
                 more other persons,  owns, controls or has power to vote 25% or
                 more of any class of the then outstanding  voting securities of
                 the Company; or (ii) controls in any manner the election of the
                 directors of the Company.  For  purposes of this  Agreement,  a
                 "Change in  Control"  shall be deemed not to have  occurred  in
                 connection with a reorganization,  e.g. consolidation or merger
                 of  the  Company  where  the   stockholders   of  the  Company,
                 immediately  before the consummation of the  transaction,  will
                 own at least  50% of the  total  combined  voting  power of all
                 classes  of  stock  entitled  to vote of the  surviving  entity
                 immediately after the transaction.

         (n)     "Normal  Retirement"  means  retirement  at the normal or early
                 retirement  date as set forth in any tax qualified  plan of the
                 Company or its Affiliates.

3.       ADMINISTRATION

         The Plan shall be  administered  by the  Compensation  Committee of the
Board of Directors.  The Committee is  authorized,  subject to the provisions of
the Plan, to establish such rules and  regulations as it deems necessary for the
proper  administration  of the  Plan  and to make  whatever  determinations  and
interpretations  in connection with the Plan it deems as necessary or advisable.
All  determinations and  interpretations  made by the Committee shall be binding
and   conclusive   on  all   Participants   in  the  Plan  and  on  their  legal
representatives and beneficiaries.

4.       TYPES OF AWARDS

         Awards under the Plan may be granted in any one or a combination of the
following, as defined below in Sections 7 through 9 of the Plan:

         (a)  Incentive Stock Options;
         (b)  Non-Statutory Stock Options; and
         (c)  Limited Rights

5.       STOCK SUBJECT TO THE PLAN

         Subject to  adjustment  as provided  in Section 13 herein,  the maximum
number of shares  which  may be  issued  under the Plan is 10% of the  number of
shares of Common Stock  outstanding  at any one time,  from time to time. To the
extent that options or rights granted under the Plan are  exercised,  the shares
covered will be unavailable for future grants under the Plan; to the extent that
options  together  with any related  rights  granted  under the Plan  terminate,
expire or are canceled  without having been exercised or, in the case of Limited
Rights exercised for cash, new Awards may be made with respect to these shares.

6.       ELIGIBILITY

         Officers and other employees of the Company or its affiliates  shall be
eligible to receive Incentive Stock Options,  Non-Statutory Stock Options and/or
Limited  Rights under the Plan.  Directors  who are not employees or officers of
the Company or its affiliates  shall not be eligible to receive Awards under the
Plan.

                                        3

<PAGE>




7.       NON-STATUTORY STOCK OPTIONS

7.1 Grant of Non-Statutory Stock Options.  The Committee may, from time to time,
grant  Non-Statutory  Stock Options to eligible  employees.  Non-Statutory Stock
Options  granted  under  this  Plan  are  subject  to the  following  terms  and
conditions:

         (a)  Price.
         The  purchase  price  per share of Common  Stock  deliverable  upon the
         exercise of each Non-Statutory Stock Option shall not be less than 100%
         of the Fair Market  Value of the Common Stock on the date the option is
         granted. Shares may be purchased only upon full payment of the purchase
         price.  Payment of the purchase price may be made, in whole or in part,
         through the  surrender  of shares of the Common Stock of the Company at
         the Fair Market Value of such shares determined in the manner described
         in Section 2(h).

         (b)  Terms of Options.
         The term during which each Non-Statutory  Stock Option may be exercised
         shall  be  determined  by  the  Committee,  but  in no  event  shall  a
         Non-Statutory Stock Option be exercisable in whole or in part more than
         10 years and one day from the Date of Grant.

         The  Committee  shall  determine  the date on which each  Non-Statutory
Stock Option shall become  exercisable in  installments.  The shares  comprising
each  installment  may be  purchased  in whole or in part at any time after such
installment becomes purchasable.  The Committee, in its sole discretion,  or the
Participant if so provided in his written agreement executed pursuant to Section
11,  may  accelerate  the time at which any  Non-Statutory  Stock  Option may be
exercised in whole or in part.  Notwithstanding the above, (i) in the event of a
Change in Control of the Company all  Non-Statutory  Stock  Options shall become
immediately  exercisable and (ii) upon the termination of an employee's  service
for any reason other than Disability,  Normal  Retirement,  death or Termination
for Cause, all Non-Statutory Stock Options held by such employee, whether or not
exercisable at such time, shall become immediately exercisable,  consistent with
the time period for exercise provided in Section 7.1(c).

         (c)  Termination of Employment.
         Upon the termination of an employee's service for any reason other than
         Disability,  Normal  Retirement,  death or Termination  for Cause,  all
         Non-Statutory  Stock  Options  held by such  employee,  whether  or not
         exercisable at such time,  shall become  immediately  exercisable,  but
         only for a period of six (6)  months  following  termination,  provided
         that in no event shall the period extend  beyond the  expiration of the
         Non-Statutory Stock Option term. In the event of Termination for Cause,
         all rights of the  terminated  employee under his  Non-Statutory  Stock
         Options  shall  expire  upon  termination.  In the event of the  death,
         Disability  or Normal  Retirement of any  employee,  all  Non-Statutory
         Stock Options held by the employee,  whether or not exercisable at such
         time, shall be exercisable by the employee or his legal representatives
         or beneficiaries  for one year following the date of his death,  Normal
         Retirement or cessation of employment due to Disability,  provided that
         in no event  shall the  period  extend  beyond  the  expiration  of the
         Non-Statutory Stock Option term.


                                        4

<PAGE>



8.       INCENTIVE STOCK OPTIONS

8.1 Grant of Incentive  Stock  Options.  The  Committee  may, from time to time,
grant  Incentive  Stock Options to eligible  employees.  Incentive Stock Options
granted  pursuant  to the Plan  shall be  subject  to the  following  terms  and
conditions:

         (a)  Price.
         The  purchase  price  per share of Common  Stock  deliverable  upon the
         exercise of each Incentive  Stock Option shall be not less than 100% of
         the Fair  Market  Value of the Common  Stock on the date the  Incentive
         Stock Option is granted.  However,  if an employee  owns stock equal to
         more than 10% of the total  combined  voting  power of all  classes  of
         Common Stock of the Company (or,  under Section  424(d) of the Code, is
         deemed  to own  Common  Stock  representing  more than 10% of the total
         combined  voting  power of all  such  classes  of  Common  Stock),  the
         purchase price per share of Common Stock  deliverable upon the exercise
         of each Incentive  Stock Option shall not be less than 110% of the Fair
         Market Value of the Common Stock on the date the Incentive Stock Option
         is  granted.  Shares  may be  purchased  only upon  payment of the full
         purchase price.  Payment of the purchase price may be made, in whole or
         in part,  through the  surrender  of shares of the Common  Stock of the
         Company  at the Fair  Market  Value of such  shares  determined  in the
         manner described in Section 2(h) herein.

         (b)  Amounts of Options.
         Incentive Stock Options may be granted to any eligible employee in such
         amounts  as  determined  by the  Committee;  provided  that the  amount
         granted is consistent with the terms of Section 422 of the Code. In the
         case of an option intended to qualify as an Incentive Stock Option, the
         aggregate  Fair Market Value  (determined  as of the time the option is
         granted)  of the Common  Stock with  respect to which  Incentive  Stock
         Options  granted are  exercisable for the first time by the Participant
         during any calendar year (under all plans of the Participant's employer
         corporation  and its  parent  and  subsidiary  corporations)  shall not
         exceed  $100,000.  The  provisions  of this  Section  8.1(b)  shall  be
         construed and applied in accordance with Section 422(d) of the Code and
         the regulations, if any, promulgated thereunder.

         (c)  Terms of Options.
         The term during  which each  Incentive  Stock  Option may be  exercised
         shall  be  determined  by the  Committee,  but  in no  event  shall  an
         Incentive  Stock Option be exercisable in whole or in part more than 10
         years from the Date of Grant. If any employee, at the time an Incentive
         Stock  Option is granted to him,  owns Common Stock  representing  more
         than 10% of the total  combined  voting power of the Company (or, under
         Section 424(d) of the Code, is deemed to own Common Stock  representing
         more than 10% of the total combined voting power of all such classes of
         Common  Stock,  by reason of the  ownership  of such  classes of Common
         Stock, directly or indirectly,  by or for any brother,  sister, spouse,
         ancestor  or  lineal  descendent  of  such  employee,  or by or for any
         corporation,  partnership,  estate or trust of which such employee is a
         shareholder,  partner  or  beneficiary),  the  Incentive  Stock  Option
         granted to him shall not be  exercisable  after the  expiration of five
         years from the Date of Grant.  No Incentive  Stock Option granted under
         this Plan is  transferable  except by will or the laws of  descent  and
         distribution and is exercisable in his lifetime only by the employee to
         which it is granted.


                                        5

<PAGE>



         The Committee  shall  determine the date on which each Incentive  Stock
Option shall become  exercisable  and may provide that an Incentive Stock Option
shall become exercisable in installments. The shares comprising each installment
may be purchased in whole or in part at any time after such installment  becomes
purchasable;  provided,  however, that, in the case of an Incentive Stock Option
intended to qualify for the tax treatment  available  pursuant to Section 422 of
the Code upon exercise, the amount able to be first exercised in a given year is
consistent with the terms of Section 422 of the Code. The Committee, in its sole
discretion,  or the Participant if so provided in his written agreement executed
pursuant to Section 11, may  accelerate  the time at which any  Incentive  Stock
Option  may be  exercised  in  whole  or in  part.  However,  in the  case of an
Incentive  Stock  Option  intended  to qualify for the tax  treatment  available
pursuant to Section 422 of the Code upon  exercise,  such  acceleration  must be
consistent with the terms of Section 422 of the Code. Notwithstanding the above,
(i) in the event of a Change in  Control  of the  Company  all  Incentive  Stock
Options shall become immediately  exercisable,  and (ii) upon the termination of
an employee's  service for any reason other than Disability,  Normal Retirement,
death or  Termination  for  Cause,  all  Incentive  Stock  Options  held by such
employee,  whether or not  exercisable  at such time,  shall become  immediately
exercisable,  consistent  with the time period for exercise  provided in Section
8.1(d).

         (d)  Termination of Employment.
         Upon the termination of an employee's service for any reason other than
         Disability,  Normal  Retirement,  death or Termination  for Cause,  all
         Incentive Stock Options held by such employee shall become  immediately
         exercisable,  but only  for:  (i) a period  of three  months  following
         termination  in the  case of an  Incentive  Stock  Option  intended  to
         qualify for the tax treatment  available pursuant to Section 422 of the
         Code upon exercise, and (ii) a period of one year following termination
         in the case of an  Incentive  Stock  Option not intended to be eligible
         for the tax  treatment  available  pursuant  to Section 422 of the Code
         upon exercise. In the event of Termination for Cause, all rights of the
         terminated employee under his Incentive Stock Options shall expire upon
         termination.  In no event shall the period extend beyond the expiration
         of the Incentive Stock Option term.

         In the event of death or  Disability  of any  employee,  all  Incentive
Stock Options held by such  employee,  whether or not  exercisable at such time,
shall  be  exercisable  by  the  employee  or  his  legal   representatives   or
beneficiaries  for one year  following  the date of his  death or  cessation  of
employment due to Disability.  Upon termination of an employee's  service due to
Normal Retirement, all Incentive Stock Options held by such employee, whether or
not  exercisable  at such time,  shall be  exercisable  for a period of one year
following the date of his Normal Retirement; provided, however, that such option
shall not be eligible for  treatment  as an Incentive  Stock Option in the event
such option is exercised more than three months following the date of his Normal
Retirement.  In no event shall the period  extend  beyond the  expiration of the
Incentive Stock Option term.

9.       LIMITED RIGHTS

9.1  Grant  of  Limited  Rights.   The  Committee  may  grant  a  Limited  Right
simultaneously  with the grant of any option, with respect to all or some of the
shares  covered  by such  option.  Limited  Rights  granted  under this Plan are
subject to the following terms and conditions:

         (a)  Terms of Rights.
         In no event shall a Limited  Right be  exercisable  in whole or in part
         before  the  expiration  of six  months  from  the date of grant of the
         Limited Right. A Limited Right may be exercised

                                        6

<PAGE>



         only upon the  occurrence  of all of the  following  conditions:  (i) a
         Change  in  Control  of the  Company;  (ii) the  underlying  option  is
         eligible  to be  exercised;  and  (iii)  the Fair  Market  Value of the
         underlying  shares on the day of exercise is greater  than the exercise
         price of the related option.

         Upon exercise of a Limited Right,  the related option shall cease to be
         exercisable.  Upon exercise or  termination  of an option,  any related
         Limited Rights shall  terminate.  The Limited Rights may be for no more
         than 100% of the  difference  between the  exercise  price and the Fair
         Market Value of the Common Stock subject to the underlying  option. The
         Limited  Right is  transferable  only  when the  underlying  option  is
         transferable and under the same conditions.

         (b)  Payment.
         Upon exercise of a Limited  Right,  the holder shall  promptly  receive
         from the Company an amount of cash equal to the difference  between the
         Fair Market  Value on the Date of Grant of the  related  option and the
         Fair  Market  Value of the  underlying  shares on the date the  Limited
         Right is exercised,  multiplied by the number of shares with respect to
         which such Limited Right is being exercised.

         (c)  Termination of Employment.
         Upon the termination of an employee's service for any reason other than
         Disability,  Normal  Retirement,  death or Termination  for Cause,  any
         Limited Rights held by him shall be exercisable only as to those shares
         of the related option which were immediately purchasable at the date of
         termination and for a period of three months following termination.  In
         the event of  Termination  for Cause,  all  Limited  Rights held by him
         shall expire immediately.

         Upon  termination of an employee's  employment for reason of death,  or
         Disability,   all  Limited  Rights  held  by  such  employee  shall  be
         exercisable   by  the   employee   or  his  legal   representative   or
         beneficiaries  for  a  period  of  one  year  from  the  date  of  such
         termination  with respect to Limited Rights related to Incentive  Stock
         Options,  as well  as,  with  respect  to  Limited  Rights  related  to
         Non-Statutory   Stock  Options.   Upon  termination  of  an  employee's
         employment for reason of Normal Retirement,  all Limited Rights held by
         such  employee  shall  be  exercisable  by the  employee  or his  legal
         representative or beneficiary for one year with respect to both Limited
         Rights granted with respect to Incentive Stock Options and with respect
         to Limited Rights granted with respect to Non-Statutory  Stock Options.
         In no event shall the period extend  beyond the  expiration of the term
         of the related option.

10.      RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY

         An optionee  shall have no rights as a shareholder  with respect to any
shares covered by a Non-Statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate for such shares.  Nothing in this Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Company or its affiliates or to continue to perform services for the Company
or its  affiliates or interferes in any way with the right of the Company or its
affiliates  to  terminate  his  services as an officer or other  employee at any
time.


                                        7

<PAGE>



         No Award under the Plan shall be  transferable  by the  optionee  other
than by will or the laws of descent and  distribution  and may only be exercised
during his lifetime by the optionee,  or by a guardian or legal  representative.
No such transfer of the Award by the  Participant by will or the laws of descent
and distribution shall be effective to bind the Company unless the Company shall
have been  furnished  with written notice thereof and such other evidence as the
Committee  administering  the Plan may deem  necessary or desirable to establish
the  validity of the  transfer.  The Award  shall not be pledged,  hypothecated,
sold,  assigned,  transferred  or otherwise  encumbered or disposed of except as
provided herein. Any purported pledge, hypothecation, sale, assignment, transfer
or other  encumbrance  or  disposition  of the Award  contrary to the provisions
hereof  shall be null and void and without  effect.  The levy of any  execution,
attachment, or similar process upon the Award shall be null and void and without
effect.

11.      AGREEMENT WITH GRANTEES

         Each Award of options,  and/or  Limited  Rights will be  evidenced by a
written  agreement,  executed by the Participant and the Company which describes
the  conditions  for  receiving  the  Awards  including  the date of Award,  the
purchase price if any, applicable periods, and any other terms and conditions as
may be required by the Board of Directors or applicable securities law.

12.      DESIGNATION OF BENEFICIARY

         A  Participant  may,  with the  consent of the  Committee,  designate a
person or persons to receive, in the event of death, any stock option or Limited
Rights Award to which he would then be entitled.  Such  designation will be made
upon  forms  supplied  by and  delivered  to the  Company  and may be revoked in
writing. If a Participant fails effectively to designate a beneficiary, then his
estate will be deemed to be the beneficiary.

13.      DILUTION AND OTHER ADJUSTMENTS

         In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend or split, recapitalization,  merger,
consolidation,  spin-off, reorganization,  combination or exchange of shares, or
other similar  corporate  change,  the Committee  will make such  adjustments to
previously  granted Awards,  to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

         (a)  adjustments  in the  aggregate  number or kind of shares of Common
         Stock which may be awarded under the Plan;

         (b)  adjustments  in the  aggregate  number or kind of shares of Common
         Stock covered by Awards already made under the Plan;

         (c) adjustments in the purchase price of outstanding  Incentive  and/or
         Non-Statutory  Stock Options,  or any Limited  Rights  attached to such
         options.

         No such  adjustments  may,  however,  materially  change  the  value of
benefits available to a Participant under a previously granted Award.


                                        8

<PAGE>



14.      WITHHOLDING

         There will be deducted  from each  distribution  of cash and/or  Common
Stock  under  the  Plan  the  amount  of  tax  required  to be  withheld  by any
governmental authority, if any.

15.      AMENDMENT OF THE PLAN

         The Board of Directors may at any time,  and from time to time,  modify
or  amend  the Plan in any  respect;  provided  however,  that if  necessary  to
continue to qualify the Plan under the Securities and Exchange  Commission  Rule
16(b)-3,  shareholder  approval would be required for any such  modification  or
amendments which:

          (a)  increases  the maximum  number of shares for which options may be
          granted under the Plan (subject, however, to the provisions of Section
          13 hereof);

          (b) reduces the exercise price at which Awards may be granted;

          (c)  extends  the  period  during  which  options  may be  granted  or
          exercised beyond the times originally prescribed; or

          (d) changes the persons eligible to participate in the Plan.

         Failure to ratify or approve amendments or modifications to Subsections
(a) through (d) of this Section by  shareholders  shall be effective  only as to
the specific  amendment  or  modification  requiring  such  ratification.  Other
provisions, sections, and subsections of this Plan will remain in full force and
effect.

         No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award.

16.      EFFECTIVE DATE OF PLAN

         The Plan shall be adopted by the Board of  Directors  and shall  become
effective upon such date of adoption,  or other date as determined by the Board.
Following  the  Effective  Date of the  Plan,  the Plan  shall be  submitted  to
shareholders for approval. If the Plan shall not be approved by shareholders the
Plan and any Awards granted thereunder shall be null and void.

17.      TERMINATION OF THE PLAN

         The  right to grant  Awards  under  the Plan  will  terminate  upon the
earlier of ten (10) years after the  Effective  Date of the Plan or the issuance
of Common  Stock or the  exercise  of  options or related  rights  equaling  the
maximum number of shares  reserved under the Plan as set forth in Section 5. The
Board of Directors  has the right to suspend or terminate  the Plan at any time,
provided  that no such  action  will,  without  the  consent  of a  Participant,
adversely affect his rights under a previously granted Award.

18.      APPLICABLE LAW

         The Plan will be  administered in accordance with the laws of the State
of Florida.


                                        9

<PAGE>



         Adopted  this  18th day of  December,  1997 by the  Company's  Board of
Directors.


                                              /s/ Gary G. Campbell
                                              ---------------------------------
                                              Gary G. Campbell, President


         Adopted  on the _____ day of  ________________,  1998 by the  Company's
Shareholders.


                                        ---------------------------------------


                                       10