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                                                                    EXHIBIT 10.1



                           AMERICAN EAGLE GROUP, INC.

                      1991 NON-QUALIFIED STOCK OPTION PLAN
                     (AS AMENDED THROUGH NOVEMBER 1, 1996)



1.     Purpose of the Plan.  The American Eagle Group, Inc. 1991 Non-Qualified
Stock Option Plan (the "Plan") is designed to increase the interest of the
executive and other employees of American Eagle Group, Inc., a Delaware
corporation (the "Company"), and its subsidiaries, in the Company's business
through the added incentive created by the opportunity afforded for stock
ownership under the Plan.  Options granted pursuant to this Plan are referred
to herein as "Options."

2.     Committee.  The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board"),
to serve at the pleasure of the Board.  The Committee shall be comprised of not
less than two persons and all members of the Committee shall meet the
requirements for members of a non-employee committee of directors within the
meaning of Rule 16b-3, as adopted pursuant to SEC Release No. 34-37260 (May 31,
1996).  Any action taken by a majority of the Committee, whether at a meeting
or by written consent, shall be the action of the Committee.  The decision of
the Committee on any questions concerning or involving the interpretation or
administration of the Plan shall, as between the Company and Participants (as
defined below), be final and conclusive.  The Committee may consult with
counsel, who may be counsel for the Company.  Neither the Board of Directors
nor the Committee shall incur any liability to any person for any action taken
in good faith.  Within the limitations of the Plan, the number of shares of
Common Stock for which Options will be granted from time to time and the
periods for which the Options will be outstanding will be determined by the
Committee.  The Board of Directors of the Company may act in lieu of the
Committee and shall act in lieu of the Committee at any time that such
Committee is not instituted.

3.       Participants.  Participants will be selected by the Committee from
among the executive and other key employees of the Company or of any subsidiary
of the Company.  An employee on leave of absence may be considered as still in
the employ of the Company for purposes of eligibility for participation in the
Plan.  All of such persons eligible to participate in the Plan that have been
granted Options shall be referred to herein as "Participants."

4.       Number of Shares.  The total number of shares of the Company's Voting
Common Stock, par value $0.01 per share (the "Common Stock"), which may be
issued under Options granted pursuant to the Plan shall not exceed 426,205
subject to adjustment pursuant to Paragraph 5 hereof.  Shares of the Common
Stock subject to the Plan may be either authorized but unissued shares of
Common Stock or shares of Common Stock that were once issued and subsequently
re-acquired by the Company.  If any Option granted hereunder is surrendered
before exercise or lapses without exercise or for any other reason ceases to be
exercisable, the shares of Common Stock reserved therefor shall continue to be
available for the grant of Options under the Plan.  The Plan will terminate on
September 30, 2002, and no Option will be granted hereunder after such date.





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5.       Stock Adjustments.

         a.  Adjustment on Recapitalization.  The number of shares of Common
             Stock for which Options may be granted under the Plan or for which
             outstanding Options may then be exercised, and the exercise price
             per share shall be proportionately adjusted for any increase or
             decrease in the number of issued shares of Common Stock of the
             Company resulting from the subdivision or consolidation of shares,
             or the payment of a stock dividend in shares of Common Stock;
             provided, however, that any Option to purchase fractional shares
             resulting from any such adjustment shall be eliminated.

         b.  Adjustment Upon Reorganization.  If the Company shall at any time
             participate in a reorganization of a type described in Section
             424(a) of the Code and in which (A) the Company is not the
             surviving entity, or (B) the Company is the surviving entity and
             the shareholders of Common Stock are required to exchange their
             shares for property and/or securities, the Company shall give the
             Participants written notice of any such proposed reorganization on
             or before thirty (30) days before such reorganization, and the
             outstanding Options shall be exercisable after receipt of such
             notice and prior to such reorganization in full for all of the
             shares of Common Stock covered by the Options; provided, however,
             either the Participant or the Company may make the exercise of
             outstanding Options after Participant's receipt of such notice
             effective only immediately prior to the consummation of such
             reorganization.  To the extent not exercised prior to such
             reorganization, the Option shall expire on the occurrence of such
             reorganization.  A sale of all or substantially all the assets of
             the Company for a consideration (apart from the assumption of
             obligations) consisting primarily of securities shall be deemed a
             reorganization for the foregoing purposes.  Notwithstanding the
             foregoing, the provisions of this Section shall be subject to
             Section 9.

         c.  Dissolution of Company.  In the event of the proposed dissolution
             or liquidation of the Company, the Options granted hereunder shall
             terminate as of a date to be fixed by the Board of Directors,
             provided that not less than thirty (30) days' prior written notice
             of the date so fixed shall be given to the Participants, and the
             Participants shall have the right, during the period of thirty
             (30) days preceding such termination, to exercise their Options in
             full for all of the shares of Common Stock covered by the Options;
             provided, however, either the Participant or the Company may make
             the exercise of outstanding Options after Participant's receipt of
             such notice effective only immediately prior to the consummation
             of such dissolution.  Notwithstanding the foregoing, the
             provisions of this Section shall be subject to Section 9 and shall
             be subject to Section 5(b) if the optionee received notice under
             Section 5(b) at a time earlier than the notice provided for
             herein.

6.       Determination of Fair Market Value.  A determination of a given amount
as equal to the fair market value per share of Common Stock in accordance with
this Paragraph 6 shall be referred to hereinafter as "Fair Market Value."





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         a.  Existence of Public Market.  If a public market exists for the
             Common Stock, the Fair Market Value per share of the Common Stock
             on any date means:  (i) if such Common Stock is listed on a
             national securities exchange, the average closing sale price per
             share on the principal exchange on which such Common Stock is
             listed as reported by such exchange for the 20 immediately
             preceding trading days, (ii) if such Common Stock is quoted in the
             National Market System, the average closing sale price per share
             as reported by NASDAQ for the 20 immediately preceding trading
             days, (iii) if such Common Stock is traded in the over-the-
             counter market but not quoted in the National Market System, the
             average for the 20 immediately preceding trading days of the
             average of the closing bid and asked quotations per share as
             reported by NASDAQ, or any other nationally accepted reporting
             medium if NASDAQ quotations shall be unavailable.

         b.  No Public Market.  If subparagraph (a) preceding is not
             applicable, such Fair Market Value shall be determined in good
             faith by the Committee.  Such valuation shall be conclusive and
             binding on all Participants, and may be more or less than the book
             value of the Company.

         c.  Other Methods.  Notwithstanding the foregoing provisions of this
             Paragraph 6, if the Committee shall at any time determine that it
             is impracticable to apply the foregoing methods of determining
             Fair Market Value, the Committee is empowered to adopt other
             reasonable methods for such purpose.

7.       Exercise Price.  The exercise price (the "Exercise Price") of an
Option will be determined by the Committee at the time of grant.

8.       Vesting.  Unless otherwise determined by the Committee, the right to
exercise Options granted by the Committee shall accrue as follows:

         a.  On the date of the grant of Options to a Participant, such
             Participant shall be eligible to exercise 33% of the Options
             granted pursuant to such grant.

         b.  On the first anniversary of the date of the grant of Options to a
             Participant, such Participant shall be eligible to exercise 66% of
             the Options granted pursuant to such grant.

         c.  On the second anniversary date of the grant of Options to the
             Participant, the Participant shall be eligible to exercise 100% of
             the Options granted pursuant to such grant.

         Options which, with respect to any Participant, may be exercised by
such Participant on a given date are referred to herein as "vested."

9.       Term of Options.  Each Option will provide by its terms that it is not
exercisable after the expiration of eleven years from the date such Option is
granted.  Within this limitation the Committee will determine the expiration
dates of the Options.





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10.      Exercise of Options.

         a.  Exercisability of Option.  Except as otherwise provided in this
             Plan, or in the applicable Option Agreement, vested Options may be
             exercised at any time or from time to time, prior to their
             termination, in whole or in part, or otherwise as shall be
             determined by the Committee.

         b.  Manner of Exercise.  To the extent that the right to exercise
             Options has vested hereunder, Options may be exercised from time
             to time by written notice to the Company stating the full number
             of shares of Common Stock with respect to which the Option is
             being exercised.  The Committee shall, in its sole and absolute
             discretion, elect (the "Election") within fifteen days after
             receipt of such written notice, whether to satisfy the exercise of
             the Option by (i) tendering to a Participant a stock appreciation
             payment in accordance with Subparagraph 10(b) (1) below, or (ii)
             issuing shares of Common Stock in accordance with Subparagraph 10
             (b) (2) below.

             (1)    Election by Company to Make Stock Appreciation Payment.  In
                    the event the Committee determines to make a stock
                    appreciation payment upon exercise of Options, the Company
                    shall tender, within fifteen days of the date of the
                    Election, to the Participant exercising Options, a check in
                    the amount of (i) the Fair Market Value of the shares of
                    Common Stock covered by the exercised Option, less (ii) the
                    total Exercise Price of the exercised Option, and less
                    (iii) any payments required to be deducted and withheld
                    under applicable local, state and federal income tax laws.
                    Acceptance by a Participant of such amount shall be deemed
                    acceptance by such Participant of the determination of Fair
                    Market Value by the Committee.

             (2)    Election by Company to Issue Common Stock.  In the event
                    the Committee determines to issue shares of Common Stock
                    purchased upon exercise of Options, the Exercise Price
                    shall, except as provided in the last paragraph of this
                    Section 10b.(2), be paid in full. Within fifteen days of
                    the date of the Election, the Participant shall tender full
                    payment for the shares of Common Stock by (i) certified or
                    official bank check or the equivalent thereof acceptable to
                    the Committee or (ii) tendering shares of Common Stock with
                    a Fair Market Value at least equal to the aggregate
                    Exercise Price for the shares of Common Stock to be
                    acquired, or (iii) if approved by the Committee in its sole
                    and absolute discretion, surrendering and having canceled
                    otherwise exercisable Options in exchange for a credit
                    towards the purchase of Common Stock pursuant to the
                    exercise of Options from the Company equal to the excess of
                    the Fair Market Value of the shares of Common Stock subject
                    to the Option being surrendered at the date the Company
                    receives proper written notice that Participant has chosen
                    this alternative over the Exercise Price.  Any options
                    surrendered or shares of Common Stock tendered that are not
                    used to satisfy an Exercise Price shall be returned to the
                    Participant.  Finally, a Participant may choose to satisfy
                    the Exercise Price through some combination of the methods
                    described in this paragraph.





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                    At the time of delivery, the Company shall, without stock
                    transfer tax to the Participant (or other person entitled
                    to exercise the Option), deliver to the Participant (or to
                    such other person) at the principal office of the Company,
                    or such other place as shall be mutually agreed upon, a
                    certificate or certificates for such shares of Common
                    Stock, provided, however, that the time of delivery may be
                    postponed by the Company, in its discretion, for such
                    period as may be required for it with reasonable diligence
                    to comply with any requirements of law or the rules of any
                    stock exchange upon which the Common Stock is listed,
                    including making provision for the deduction and
                    withholding under applicable local, state, and federal
                    income tax laws (which provision may require additional
                    payment by the Participant).  If the Common Stock issuable
                    upon exercise is not registered under the Securities Act of
                    1933 (the "Act") and applicable state securities laws, then
                    the Company at the time of exercise will require in
                    addition that the registered owner deliver an investment
                    representation in form acceptable to the Company and such
                    other information as the Company considers appropriate in
                    connection with the issuance of the shares of Common Stock
                    in compliance with applicable law, and the Company will
                    place a legend on the certificate for such Common Stock
                    restricting the transfer of same.  At no time shall the
                    Company have any obligation or duty to register under the
                    Act the Common Stock issuable upon exercise of the Options.

                    In the event the Committee determines to issue shares of
                    Common Stock, the Committee may, in lieu of the foregoing
                    provisions of Section 10b.(2), permit Participants (either
                    on a selective or group basis) to simultaneously exercise
                    Options and sell the shares of Common Stock thereby
                    acquired, pursuant to a brokerage "cashless exercise"
                    arrangement, selected by and approved of in all respects in
                    advance by the Committee, and use the proceeds from such
                    sale as payment of the Exercise Price of such Options.

         c.   Withholding Requirements.  A Participant's right to exercise
              Options in accordance with this Plan shall be subject to the
              delivery to the Company by the Participant at the time of
              exercise, or at such earlier or later time as applicable law or
              regulation permit or require, such amount as the Company or its
              subsidiaries shall be required to withhold from Participant in
              satisfaction of federal, state or local tax withholding
              requirements.

         d.   Termination of Employment.

              (1)  In the event that Participant shall die while employed by
                   the Company or an affiliate of the Company or if
                   Participant's employment by the Company or its affiliates is
                   terminated because Participant has become disabled,
                   Participant, his or her estate, beneficiary or legal
                   representative shall have the right to exercise his or her
                   Options at any time within 180 days from the date of death
                   of Participant or termination of his or her employment by
                   the Company and its affiliates due to disability, as the
                   case may be, to the extent the Participant was entitled to
                   exercise the Option immediately prior to such occurrence.
                   For





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                   purposes of this Plan, a Participant shall be considered
                   disabled if he or she is considered disabled, and paid as
                   such, under the Company's long-term disability policy.

              (2)  In the event that termination of employment with the Company
                   and its affiliates is for any reason other than that set
                   forth in Paragraph 10(d)(1) or Paragraph 11, the Participant
                   shall have the right to exercise his or her Options at any
                   time within ninety days after such termination to the extent
                   he or she was entitled to exercise the same immediately
                   prior to such termination.

         e.    Rights as a Shareholder.The Participant shall have no rights as
               a shareholder with respect to any shares of Common Stock held
               under Options until the date of issuance of the stock
               certificates to him for such shares of Common Stock.  No
               adjustment shall be made for dividends or other rights for which
               the record date is prior to the date of such issuance.

         f.    Stock Legend.  If shares of Common Stock issued pursuant to
               exercise of Options are not registered pursuant to the Act at
               the time of exercise, certificates evidencing shares of the
               Common Stock purchased upon the exercise of Options issued under
               the Plan shall be endorsed with a legend in substantially the
               following form:

                         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                         AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
                         MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
                         DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
                         EXEMPTION THEREFROM UNDER SUCH ACT, APPLICABLE STATE
                         SECURITIES LAWS AND THE RULES AND REGULATIONS
                         THEREUNDER.  BY ACCEPTANCE HEREOF, THE HOLDER OF THIS
                         CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THESE
                         SECURITIES FOR INVESTMENT.

         g.    No Secured Fund.  The Company will not maintain any fund or
               trust to secure the Company's obligation to make payment to
               Participant, when required.

         h.    Notice and Delivery.  Where written notice or delivery is
               required under this Plan, such notice or delivery shall be sent
               by registered or certified mail (return receipt requested) or by
               hand delivery at the principal office of the Company.

11.      Forfeiture of Options.  If the Company terminates the employment of
any Participant as a result of conduct by the Participant constituting fraud,
dishonesty or willful misconduct having a detrimental effect on the business or
reputation of the Company or any of its affiliates, the affected Participant
shall immediately forfeit any an all unexercised Options and the right to any
further grant of Options, whether or not previously vested or exercised.





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12.      Time of Granting Options and Form of Options.  The grant of an Option
shall occur only when a written option Agreement shall have been duly executed
and delivered by or on behalf of the Company and the employee to whom such
Option shall be granted.  The Option Agreement shall conform to the provisions
of this Plan and shall otherwise be as determined by the Committee.

13.      Effective Date.  The effective date of the Plan shall be September 30,
1991.

14.      Amendments.  The Board may, from time to time, alter, amend, suspend,
or discontinue the Plan.  However, no such action of the Board shall alter any
outstanding Option or Option Agreement or any duty of the Company thereunder to
the detriment of a Participant without his prior written consent.  Nothing
contained herein shall prevent the Company or any of its affiliates from
entering into any transaction or require the consent of any Participant prior
to entering into any such transaction.

15.      Code References.  References to sections of the Internal Revenue Code
of 1986, as amended (the "Code"), shall include any amendment of the Code
section or any section that may be substituted for such section.

16.      Non-Assignability of Option Rights.  No Option shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution.
During the lifetime of a Participant, the Option is exercisable only by the
Participant.





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