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                                                                Exhibit 10.11

                           FIRST STERLING BANKS, INC.
                        1997 INCENTIVE STOCK OPTION PLAN
1. DEFINITIONS

a.    "Code"--Internal Revenue Code of 1986, as amended.
b.    "Committee"--the Compensation Committee of the Board of directors.
c.    "Common Stock'--common voting stock of the Company.
d.    "Company"--FIRST STERLING BANKS, INC.
e.    "Board"--voting members of the Board of directors of the Company.
f.      "Option "--right to purchase shares of Common Stock.
g.    "Option  Agreement"--formal  agreement for each grant with specific terms
      and conditions not inconsistent with this Plan.
h.    "Optionee"--an eligible person under Section 5 below who has been granted
      options under Plan.
i.    "Plan "--First Sterling Banks, Inc. 1997 Incentive Stock Option Plan.
j.    "Subsidiary"--a subsidiary of the Company or a subsidiary of a
       subsidiary.

2.      PURPOSE

The purposes of the First Sterling Banks, Inc. 1997 Incentive Stock Option Plan
are: (I) to assist the Company and the Subsidiaries in securing and retaining
key employees of outstanding ability by making it possible to offer them an
increased incentive to join or continue in the service of the Company and/or the
Subsidiaries; and (ii) to increase the key employees' efforts for the Company's
and or the Subsidiaries' welfare by participating in the ownership and growth of
the Company. The Options granted under the Plan are intended to be "Incentive
Stock Options" within the meaning of Section 422 of the Code.

3.      SHARES SUBJECT TO THE PLAN

Subject to adjustments pursuant to the provisions of Section 14, there shall be
authorized and reserved for issuance upon the exercise of Options to be granted
under the Plan, 100,000 shares of common Stock.

4.      ADMINISTRATION

The Committee whose members are not participants in the Plan will have complete
authority to interpret the Plan, make grants, and determine terms and conditions
within the context of the Plan.


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5.      ELIGIBILITY

The following persons are eligible to receive Options under the Plan: Full-time
key employees of the Company or a Subsidiary who are selected by the Committee
from time to time and who, in the opinion of the Committee, have contributed in
the past or who may be expected to contribute materially in the future to the
successful performance of the Company and/or the Subsidiaries.

6.      GRANTING OF OPTIONS; OPTION EXERCISE PRICE

All Options granted under the Plan are intended to be "Incentive Stock Options"
within the meaning of Section 422 of the Code and shall be evidenced by an
Option Agreement. The Board, upon recommendation of the Committee, may grant
Options to fun-time key employees of the Company or a Subsidiary as desirable.
Any Option granted hereunder shall have a per share option exercise price at
least equal to the fair market value of a share of the Common Stock on the date
of the grant. The Option exercise price shall be subject to adjustments in
accordance with the provisions of Section 14 herein.

7.      TERM OF OPTION

Subject to the provisions of Section 9 herein, the period during which each
Option may be exercised shall be fixed by the Committee at the time such Option
is granted, but such period shall expire not later than ten years from the date
the Option is granted. Except in the case of any merger, consolidation or
reorganization as described in Section 14, no Option granted under the Plan may
be exercised prior to six months after the date it is granted.

8.      MANNER OF EXERCISE

The Options shall be exercised by written notice, delivered to the Secretary of
the Company and signed by the Optionee or his or her successors stating the
number of shares with respect to which the Option is being exercised. Payment in
full of the Option price of the said shares must be made at the time of
exercise, and payment may be made in cash or shares of the Common Stock
previously held by the Optionee or a combination. Payment in shares may be made
with shares received upon the exercise or partial exercise of an Option, whether
or not involving a series of exercises or partial exercises and whether or not
share certificates for such shares surrendered have been delivered to the
Optionee. Shares surrendered in payment of the Option price shall be valued at
the fair market value as of the date of the exercise.

9.      TERMINATION OF OPTIONS

All unexercised Options will terminate upon (I) the lapse by their terms, (ii)
immediately upon the termination of the Optionee's employment with the Company
and the Subsidiaries, except by reason of death, retirement or disability, or
(iii) ninety (90) days after the termination of the Optionee's employment with
the Company and the Subsidiaries because of death, disability or retirement.
During such 90-day period, all unexercised Options may be exercised by the
Optionee

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or his legal representative in the event of death or mental disability.

10.     LIMITATIONS

Options shall not be granted to any individual pursuant to this Plan, the effect
of which would be to permit such person to first exercise Options, in any
calendar year, for the purchase of shares having a fair market value in excess
of $100,000 (determined at the time of the grant of the Options). Optionee may
exercise options for the purchase of shares valued in excess of $100,000
(determined at the time of grant of the Options) in a calendar year, but only if
the right to exercise such Options shall have first become available in prior
calendar years.

No Optionee owning more than ten percent (10%) of the combined voting power of
all classes of stock of the Company then outstanding may purchase Common Stock
under this Plan for less than one hundred ten percent (110%) of its fair market
value on the date of grant nor may any Option granted to such a person be
exercisable on a date later than five (5) years from the date of grant.

11.    NON-TRANSFERABILITY OF OPTIONS; RESTRICTIONS ON ISSUANCE OF COMMON STOCK

Options granted under this Plan are nontransferable except by will or by the
laws of descent and distribution. No shares shall be delivered pursuant to any
exercise of an Option until the requirements of such laws and regulations, as
may be deemed by the Board to be applicable to them, are satisfied and until
payment in full as described in Section 6 of the Option price is received by the
Company.

12.    RIGHTS OF OPTIONEE

An Optionee will have no rights as a shareholder until a stock certificate for
the Common Stock is issued. Nothing in the Plan, in any Option Agreement or
resulting stock ownership, will give to an Optionee any right to continuation of
employment.

13.    OTHER TERMS AND CONDITIONS

Any Option granted hereunder shall contain additional terms which are not
inconsistent with the terms of this Plan, as the Board or the Committee deems
necessary or desirable, provided that any such Option shall qualify as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

14.    CAPITAL ADJUSTMENTS AFFECTING STOCK

In the event of a capital adjustment resulting from a stock dividend, stock
split, reorganization, merger, consolidation, or a combination or exchange of
shares, the number of shares of stock subject to this Plan and the number of
shares under any Option granted hereunder

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shall be adjusted consistent with such capital adjustment. The price of any
share under Option shall be adjusted so that there will be no change in the
aggregate purchase price payable upon the exercise of any such Option. The
granting of an Option pursuant to this Plan shall not affect in any way the
right or power of the Company to make adjustments, reorganizations,
reclassifications, or changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

After any merger, consolidation or reorganization of any form involving the
Company as a party thereto involving any exchange, conversion, adjustment or
other modification of the outstanding shares of the Company's Common Stock, each
Optionee at the time of such reorganization shall, at no additional cost, be
entitled, upon any exercise of his or her Option, to receive, in lieu of the
number and class of shares of stock or other securities or such other property
to which such Optionee would have been entitled pursuant to the terms of the
agreement of merger or consolidation, if at the time of such merger or
consolidation, such Optionee had been a holder of record of a number of shares
of the Common Stock of the Company equal to the number of shares as to which
such Option shall then be so exercised. Comparable rights shall accrue to each
Optionee in the event of successive mergers or consolidations of the character
described above.

The foregoing adjustments and the manner of their application will be in the
sole discretion of the Committee to determine.

Anything contained herein to the contrary notwithstanding, upon the dissolution
or liquidation of the Company each Option granted under the Plan shall
terminate.

15.     AMENDMENTS, SUSPENSION OR TERMINATION OF THE PLAN

The Board of the Company shall have the right, at any time, to amend, suspend or
terminate the Plan; provided, however, no amendments shall be made in the Plan
without the approval of the stockholders of the Company which:


(a) Increase the total number of shares for which  Options may be granted  under
this Plan for all key  employees  or for any one of them  except as  provided in
Section 14.

(b) Change the minimum purchase price for the optioned shares except as provided
in Section14.

(c) Affect outstanding Options or any unexercised rights thereunder except as
provided in Section 14.

(d) Extend the option period provided in Section 7.

(e) Extend the termination date of the Plan.


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16.     EFFECTIVE DATE

The Plan shall take effect on September 24, 1997. Unless an earlier termination
date is specified under Section 9 above, this Plan shall terminate on September
23, 2007. No Options may be granted under the Plan after its termination date,
but any Option granted prior thereto may be exercised in accordance with its
terms. The Plan and all Options granted pursuant to it are subject to all laws,
approvals, requirements and regulations of any governmental authority which may
be applicable thereto and, notwithstanding any provisions of the Plan or Option
Agreement, the holder of an Option shall not be entitled to exercise his or her
Option nor shall the Company be obligated to issue any shares to the holder if
such exercise or issuance shall constitute a violation by the holder or the
Company of any provisions of any such approval requirements, law or regulations.


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