SUCCESS BANCSHARES, INC.

                       1998 Employee Stock Purchase Plan

SECTION 1.  ESTABLISHMENT; PURPOSE; SCOPE.

     Success Bancshares, Inc. hereby establishes the Success Bancshares, Inc.
1998 Employee Stock Purchase Plan to encourage and facilitate the purchase of
Common Shares of the Company by eligible employees.  The Plan is intended to
provide a further incentive for eligible employees to promote the best
interests of the Company and an additional opportunity to participate in its
economic progress.  It is the intention of the Company to have the Plan qualify
as an "employee stock purchase plan" within the meaning of Section 423 of the
Code and provisions of the Plan shall be construed in a manner consistent with
the Code.

SECTION 2.  DEFINITIONS; CONSTRUCTION.
     As used in the Plan, as of any time of reference, and unless the context
otherwise required:

     (a)  "Affiliate" means any trade or business entity which is a member of a
controlled group with the Company (as described in Section 414(b) and (c) of
the Code) or is a member of an affiliated service group with the Company (as
described in Section 414(m) of the Code) and any other entity required to be
aggregated with the Company pursuant to final regulations under Section 414(o)
of the Code).

     (b)  "Board" means the Board of Directors of the Company as from time to
time constituted.

     (c)  "Code" means the Internal Revenue Code of 1986, as amended.

     (d)  "Committee" has the meaning set forth in Section 3 hereof.

     (e)  "Common Shares" means the common shares, par value $0.001 per share,
of the Company.

     (f)  "Company" means Success Bancshares, Inc., a Delaware corporation, and
any successor thereto.

     (g)  "Controlled Group" means the Company and its Subsidiaries.

     (h)  "Effective Date" means December 1, 1998.

     (i)  "Employee Stock Purchase Plan Account" has the meaning set forth in
Section 8 hereof.

     (j)  "Employer" means the Company and any corporation that is a member of
the Controlled Group that adopts the Plan with the prior approval of the
Company, as evidenced by a resolution of the Board.

     (k)  "Fair Market Value" means the average closing price of a Common Share
on the NASDAQ Stock Market on the twenty business days preceding the date of
reference.

     (l)  "Offering Price" means eighty-five percent (85%) of the Fair Market
Value of a Common Share on the first day of the Purchase Period.  <PAGE>




     (m)  "Participant" means any employee of an Employer who meets the
eligibility requirements of Section 4 hereof and who has accepted an offer made
by the Committee pursuant to Section 6(b) hereof.

     (n)  "Plan" means the Success Bancshares, Inc. 1998 Employee Stock
Purchase Plan herein set forth and any amendment or supplement thereto.

     (o)  "Purchase Date" means June 30 or December 31 of each year during the
term of the Plan.  

     (p)  "Subsidiary" means a corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

     (q)  "Termination Date" means November 30, 2003, or earlier at the
discretion of the Board.

     (r)  "Withholding" has the meaning set forth in Section 6(b) hereof.

The masculine gender, when appearing in the Plan, shall be deemed to include
the feminine gender unless the context clearly indicates to the contrary.  The
words "hereof," "herein," and "hereunder," and other similar compounds of the
word "here," shall mean and refer to the entire Plan and not to any particular
provision or section of this document.

SECTION 3.  ADMINISTRATION.

     The Plan shall be administered by the 1998 Employee Stock Purchase Plan
committee (hereinafter referred to as the "Committee"), the members of which
shall be two individuals selected by the Board who do not satisfy the
eligibility requirements of Section 4 hereunder.  Subject to the express
provisions hereof, the Committee shall have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it and
to make all other determinations necessary or advisable for the administration
of the Plan.  The Committee's determinations on the matters referred to in this
paragraph shall be conclusive.  No member of the Committee shall be personally
liable for any decision or determination made in good faith under the Plan.

SECTION 4.  ELIGIBILITY.

     (a)  Any employee of an Employer shall be eligible to participate in the
Plan, provided he (i) is employed by Employer on December 31, 1998 or (ii) has
at least six (6) months of continuous service with an Employer, except for
those employees (a) whose customary employment is less 20 hours or less per
week, (b) whose customary employment is not for more than 5 months in any
calendar year or (c) who are covered by a union collective bargaining
agreement.  For the sole purpose of calculating length of service under the
Plan, employees shall be credited for service with an Employer immediately
prior to the Company's acquisition of such Employer or other member of the
Controlled Group, or any Affiliate thereof.  No eligibility provision hereof
shall permit or deny participation in the Plan in a manner contrary to the
applicable requirements of the Code and the regulations promulgated thereunder.<PAGE>



     (b)  Notwithstanding anything herein to the contrary, no employee shall be
entitled to participate in the Plan if such employee, immediately after the
grant of an option, would own shares (including shares which may be purchased
under the Plan) possessing five percent or more of the total combined voting
power of value of all classes of stock of the Company or its Subsidiaries,
actually issued and outstanding immediately after such grant.  For the
foregoing purposes, the rules of stock attribution set forth in Section 424(d)
of the Code shall apply in determining share ownership.

SECTION 5.  PURCHASE PRICE.

     The purchase price shall be the lesser of (i) the Offering Price or (ii)
85 percent of the Fair Market Value of a Common Share on the last day of such
Purchase Period; in all instances adjusted to the nearest 1/8 point.

SECTION 6.  NUMBER OF COMMON SHARES OFFERED.

     (a)  The maximum number of shares which shall be available for purchase
under the Plan shall be 200,000 Common Shares of the Company, subject to
adjustment as provided in Section 13.  The Common Shares to be sold under the
Plan may at the election of the Company be either treasury shares or shares
originally issued for such purpose.

     (b)  A Participant shall be entitled to elect to have withheld from his
payroll any amount from a minimum of 2 percent up to a maximum of 12 percent of
his compensation ("Withholding").  Subject to the reductions as provided in
Section 6(c) below, the total amount of Withholding shall be used to purchase
Common Shares.  For purposes of this Section 6(b), "compensation" means:  (i)
for any hourly employee, the hourly rate in effect as of January 1 of each year
(or such rate or salary in effect at the time the employee becomes eligible to
participate in the Plan, if later) multiplied by the number of regular hours in
a work year and (ii) for any salaried employee, the annual salary in effect at
January 1 of each year (or such rate or salary in effect at the time the
employee becomes eligible to participate in the Plan, if later).  Amounts which
are not included in an employee's income for federal income tax purposes due to
Section 125 or 402(e)(3) of the Code shall be included in determining
compensation for purposes of items (i) and (ii) above.  For purposes of this
Section 6, the number of shares to be purchased equal to 2 percent of the
Participant's compensation shall be called the "Base Shares," and any number of
additional shares to be purchased in excess of the Base Shares shall be called
the "Additional Shares."  

     (c)  No Participant may elect to purchase shares under the Plan that would
result in the Participant's purchase of shares in any calendar year (under the
Plan and other employee stock purchase plans within the meaning of Section 423
of the Code) of the Company and its Subsidiaries with an aggregate fair market
value (determined at the time such election is exercisable) in excess of
$25,000. 

     (d)  In the event that Participants elect to purchase more shares than are
available under the Section 6(a) above, the maximum amount of Common Shares
that any Participant shall be permitted to purchase shall be reduced until the
total number of shares that all Participants, in the aggregate, have elected to
purchase pursuant to Section 6(b) above equals the number of shares available
under Section 6(a) above, first reducing proportionately the number of
Additional Shares elected by each Participant; and second, reducing
proportionately the number of Base Shares elected by each Participant.<PAGE>



Notwithstanding the preceding sentences of this Section 6(d), no Participant
may purchase fewer than ten shares.

SECTION 7.  ENROLLMENT PERIOD; EMPLOYEE'S ELECTION TO PARTICIPATE

     (a)  The Committee shall establish an enrollment period during which an
eligible employee may elect to purchase shares by executing and delivering to
the Company an enrollment and payroll deduction authorization form.

     (b)  An election to purchase shall not constitute a contract to purchase.
Such an election shall merely notify the Company of the amount of the payroll
deduction authorized by the Participant for the Purchase Period and each
succeeding Purchase Period until the next Purchase Date.  

SECTION 8.  PURCHASE PERIOD; PAYMENT FOR SHARES.

     (a)  The "Purchase Period" shall commence on December 31, 1998 and shall
end on the earliest of the following dates:  (i) the Termination Date, (ii) the
Purchase Date effective with which the Participant elects to stop his payroll
deductions, and (iii) the date the Participant terminates service with the
Employer, subject to the provisions of Section 11 hereof.
     (b)  Concurrently with his election, the Participant shall authorize a
payroll deduction during each Purchase Period, which election shall continue
until the Participant changes his election in writing before the Purchase Date
of a future Purchase Period.  

     (c)  All payroll deductions held by the Company under the Plan shall be
held without interest.

     (d)  The Company shall purchase Common Shares on behalf of each
Participant pursuant to Section 9 hereof as soon as administratively
practicable after each Purchase Date.

     (e)  All payroll deductions in the possession of the Company shall be
segregated from the general funds of the Company in an account established to
hold such payroll deductions (hereinafter referred to as the "Employee Stock
Purchase Plan Account").  The Employee Stock Purchase Plan Account shall be
restricted to the uses provided herein until such time as the Company issues
certificates to Participants purchasing Common Shares under the Plan.  The
Committee shall have custody of such account.

SECTION 9.  ISSUANCE AND DELIVERY OF STOCK CERTIFICATES; REGISTRATION.

     (a)  Certificates for Common Shares shall be issued and delivered to each
Participant for the number of Common Shares paid for in full as soon as
administratively practicable after each Purchase Date.  No fractional shares
will be issued at any time.

     (b)  As and whenever the Common Shares are issued to Participants pursuant
to this Section 9, the Committee shall remit to the Company for its general
purposes, out of the Employee Stock Purchase Plan Account, cash in an amount
equal to the purchase price under the Plan of the Common Shares so issued.
When all Common Shares purchasable under the Plan have been issued, any payroll
deductions that have not been used to purchase Common Shares shall be returned
to each participant.<PAGE>



     (c)  Shares to be delivered to a Participant under the Plan shall be
registered in the name of the Participant or, if the Participant so directs by
written notice to the Company prior to the issuance thereof, in the names of
the Participant and one other person as the Participant may designate, as joint
tenants with right of survivorship.

SECTION 10.  PARTICIPANT'S RIGHT TO STOP PAYROLL WITHHOLDING.

     At any time during the term of the Plan a Participant may elect, effective
on the next succeeding Purchase Date, to stop the payroll withholding upon
prior written notice to the Company.  

SECTION 11.  TERMINATION OF EMPLOYMENT OR ELIGIBILITY.

     (a)  Retirement or Death.  Upon termination of employment because of
retirement or death, the number of Common Shares paid for in full by the
Participant upon the application of all accumulated payroll deductions,
including from compensation due and owing, shall be purchased for the
Participant (or, in the case of the Participant's death, the beneficiary
designated by the Participant in accordance with procedures prescribed by the
Committee, or if no such beneficiary designation is in effect with respect to
such Participant, the Participant's estate), unless the Participant (or, in the
case of the Participant's death, his designated beneficiary or estate, as the
case may be) elects to abandon all or any such number of the Common Shares then
purchasable, pursuant to any rules or regulations the Committee shall make.

     (b)  Other Termination of Employment.  Upon termination of employment with
an Employer for any reason other than as a result of retirement or death as
described in Section 11(a) above, the amount withheld from the Participant's
pay pursuant to Section 8 which has not already been used to purchase Common
Shares shall be returned to him as soon as administratively practicable.

SECTION 12.  RIGHTS NOT TRANSFERABLE.

     The right to purchase Common Shares under this Plan shall not be
transferable by any Participant or exercisable, during his lifetime, by any
person other than the Participant.

SECTION 13.  CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

     (a)  The existence of the Plan shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock that
affects the Common Shares or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

     (b)  If, during the term of the Plan, the Company shall effect (i) a
distribution or payment of a dividend on its Common Shares in shares of the
Company, (ii) a subdivision of its outstanding Common Shares by a stock split
or otherwise, (iii) a combination of the outstanding Common Shares into a
smaller number of shares by a reverse stock split or otherwise, or (iv) an
issuance by reclassification or other reorganization of its Common Shares
(other than by merger or consolidation) of any shares of the Company, then each<PAGE>



Participant shall be entitled to receive upon the purchase of shares pursuant
to this Plan such shares of the Company which the Participant would have owned
or would have been entitled to receive after the happening of such event had
the Participant purchased Common Shares pursuant to the Plan immediately prior
to the happening of such event.  If any other event shall occur that, in the
judgment of the Board, necessitates adjusting the Offering Price, the number of
Common Shares offered or other terms of the Plan, the Board shall take any
action that in its judgment shall be necessary to preserve each Participant's
rights substantially proportionate to the rights existing prior to such event.
To the extent that any event or action pursuant to this Section 13(b) shall
entitle Participants to purchase additional Common Shares or other shares of
the Company, the shares available under Section 6 shall be deemed to include
such additional Common Shares or such other shares of the Company.

     (c)  In the event of a merger of one or more corporations into the
Company, or a consolidation of the Company and one or more corporations in
which the Company shall be the surviving corporation, each Participant in the
Plan shall, at no additional cost, be entitled, upon his payment for all or
part of the Common Shares purchasable by him under the Plan, to receive
(subject to any required action by shareholders) in lieu of the number of
Common Shares which he was entitled to purchase, the number and class of shares
of stock or other securities to which such holder would have been entitled
pursuant to the terms of the agreement of merger or consolidation if,
immediately prior to such merger or consolidation, such holder had been the
holder of record of the number of Common Shares equal to the number of shares
paid for by the Participant.

     (d)  If the Company is merged into or consolidated with another
corporation under circumstances where the Company is not the surviving
corporation, or if the Company sells or otherwise disposes of substantially all
of its assets to another corporation during the term of the Plan:  (i) subject
to the provisions of clause (ii) below, after the effective date of such
merger, consolidation or sale, as the case may be, each holder of a right to
purchase shall be entitled to receive, upon his payment for all or part of the
Common Shares purchasable by him under the Plan, in lieu of Common Shares,
shares of such stock or other securities as the holders of Common Shares
received pursuant to the terms of the merger, consolidation or sale; and (ii)
all outstanding rights to purchase may be canceled by the Board as of the
effective date of any such merger, consolidation or sale, provided that (A)
notice of such cancellation shall be given to each Participant and (B) each
such Participant shall have the right to purchase, during a 30-day period
preceding the effective date of such merger, consolidation or sale, all or any
part of the shares which would be allocated to him under the terms of the Plan
if the Purchase Price were set 30 days preceding said effective date.

     (e)  Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Common Shares then available for purchase under the Plan.

SECTION 14.  SHAREHOLDER APPROVAL.<PAGE>



     The Plan is subject to the approval of a majority of the votes cast on the
matter by the shareholders of the Company within 12 months before or after its
adoption by the Board.

SECTION 15.  RIGHTS OF A SHAREHOLDER.

     No Participant shall have rights or privileges of a shareholder of the
Company with respect to shares purchasable under the Plan unless and until the
Participant shall become the holder of record of one or more Common Shares.

SECTION 16.  NO REPURCHASE OF COMMON SHARES BY COMPANY.

      The Company is not obligated to repurchase from any Participant Common
Shares he has acquired under the Plan.

SECTION 17.  AMENDMENT OF THE PLAN.

     The Board may at any time, and from time to time, amend the Plan in any
respect, except that, without the approval of the shareholders of the Company,
no amendment may be made that changes the number of shares to be reserved under
the Plan (other than as provided in Section 13) or the designation of
Subsidiaries whose employees may be offered options under the Plan.

SECTION 18.  TERMINATION OF THE PLAN.

     While it is intended that the Plan remain in effect for the term of the
Plan, the Board may terminate the Plan at any time in its discretion.  Upon
termination of the Plan, the Committee shall terminate payroll deductions and,
unless the Participant elects to abandon his shares, shall issue and deliver to
each Participant certificates for the number of Common Shares paid for in full.
A Participant may elect, upon termination of the Plan, to abandon all or any
number of the Common Shares then purchasable by and not yet issued to him,
provided that a Participant may not retain the right to purchase fewer than 20
Common Shares.  The Committee shall refund to the Participant any amount in the
Employee Stock Purchase Plan Account contributed by the Participant that
exceeds the amount necessary to purchase the number of Common Shares the
Participant elects to purchase and not abandon.  If the Participant retains no
right to purchase Common Shares, the Committee shall refund to the Participant
any amount in the Employee Stock Purchase Plan Account contributed by the
Participant.  Any contributions remaining in the Employee Stock Purchase Plan
Account shall be refunded to the Participants making such contributions as soon
as administratively practicable after termination of the Plan.

SECTION 19.  COMPLIANCE WITH STATUTES AND REGULATIONS.

     The sale and delivery of Common Shares under the Plan shall be in
compliance with relevant statutes and regulations of governmental authorities,
including state securities laws and regulations, and with the regulations of
applicable stock exchanges.

SECTION 20.  GOVERNING LAW.

     This Plan and all determinations made hereunder and action taken pursuant
hereto shall be governed by the laws of the State of Delaware and construed in
accordance therewith.<PAGE>