Exhibit 10.1
                          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 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

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                  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 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.

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         (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.

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).

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         (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.

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

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         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.

         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,

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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).


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         (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  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

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         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.

         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.


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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.

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

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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.


         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.


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