AMERICASBANK CORP, DEF 14A, 1998-04-30

AMERICASBANK CORP
DEF 14A, 1998-04-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-1 1(c) or ss.240.14a-12

AMERICASBANK CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------
(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------
(3) Filing Party:

----------------------------------------------------------------------
(4) Date Filed:__________________________________________________________

<PAGE>

AMERICASBANK CORP.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, MAY 28, 1998, AT 4:30 P.M.

500 YORK ROAD
BALTIMORE, MARYLAND 21286

The Annual Meeting of Stockholders of AmericasBank Corp., a Maryland
corporation, will be held on May 28, 1998, at 4:30 p.m., local time, at 500 York
Road, Baltimore, Maryland 21286 to consider and vote upon:

1. The election of six directors to serve until the next Annual
Meeting of Stockholders, the election of seven directors to serve until
the Annual Meeting of Stockholders to be held in 2000, and the election of
eight directors to serve until the Annual Meeting of Stockholders to be
held in 2001, all until their successors are duly elected and qualified.

2. Ratification of the selection of Arthur Andersen LLP, to serve as
the Company's independent auditors for the 1998 fiscal year.

3. Approval of the Company's Stock Option Plan.

4. Any other matters that may properly come before the meeting or any
adjournment thereof.

Only stockholders of record at the close of business on April 23,1998 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
Accompanying this notice is a proxy statement and proxy form. Whether or not you
plan to attend the meeting, please indicate your choices on the matters to be
voted upon, date and sign the enclosed proxy and return it in the enclosed
postage-paid return envelope. You may revoke your Proxy at any time prior to or
at the meeting by written notice to the Company, by executing a Proxy bearing a
later date, or by attending the meeting and voting in person.

The Board of Directors recommends a vote FOR the election of the nominees
named in the Proxy Statement, and FOR Proposals Two and Three.

You are cordially invited to attend the meeting in person.

By Order of the Board of Directors,

/s/ Kenneth D. Pezzulla
_________________________
Kenneth D. Pezzulla
Secretary

April 30, 1998

<PAGE>

AMERICASBANK CORP.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
THURSDAY, MAY 28, 1998 AT 4:30 P.M.

SOLICITATION AND REVOCATION OF PROXIES

The enclosed proxy is solicited by the Board of Directors of AmericasBank
Corp. (the "Company") for use at the Annual Meeting of Stockholders (the
"Meeting") to be held on May 28, 1998, at 4:30 p.m., local time. The Meeting
will be held at 500 York Road, Baltimore, Maryland 21286. The proxy is revocable
at any time prior to or at the Meeting by written notice to the Company, by
executing a proxy bearing a later date, or by attending the Meeting and voting
in person. In addition to solicitation by mail, proxies may be solicited by
officers, directors, and regular employees of the Company personally or by
telephone. Such employees will not be specifically compensated for soliciting
such proxies. The cost of soliciting proxies will be borne by the Company and
may include reasonable out-of-pocket expenses in forwarding proxy materials to
beneficial owners. Brokers and other persons will be reimbursed for their
reasonable expenses in forwarding proxy materials to customers who are
beneficial owners of the Common Stock of the Company registered in names of
nominees. This proxy material is being sent to the Company's stockholders on or
about April 30, 1998.

OUTSTANDING SHARES AND VOTING RIGHTS

Stockholders of record at the close of business on April 23, 1998 (the
"Record Date"), are entitled to notice of and to vote at the Meeting. As of the
close of business on that date, there were outstanding and entitled to vote
300,000 shares of Common Stock, $.01 par value ("Common Stock"), each of which
is entitled to one vote.

The presence, in person or by proxy, of stockholders entitled to cast a
majority of all votes entitled to be cast at the Meeting shall constitute a
quorum. The affirmative vote of at least a majority of all shares voted at the
Meeting is sufficient for the approval of Proposals One, Two, and Three
described in this Proxy Statement. An abstention or broker non-vote is included
for purposes of determining the presence or absence of a quorum for the
transaction of business but is not included in calculating votes cast with
respect to the Proposals. The Company designates an individual to serve as the
Inspector of Elections for purposes of tallying shares voted. The Inspector of
Elections will be present at the Meeting.

The Board of Directors recommends a vote FOR the election of each of the
nominees named in the Proxy Statement and for the approval of Proposals Two and
Three.

All proxies will be voted as directed by the stockholder on the proxy
form. A proxy, if executed and not revoked, will be voted in the following
manner (unless it contains instructions to the contrary, in which event it will
be voted in accordance with such instructions):

o FOR the nominees for directors named below.

o FOR ratification of the selection of Arthur Andersen LLP as the
Company's independent auditors for the 1998 fiscal year.

o FOR the approval of the Company's Stock Option Plan.

o Proxies will be voted in the discretion of the holder on such other
business as may properly come before the Meeting or any adjournments
thereof.

IT IS ANTICIPATED THAT THE COMPANY'S DIRECTORS AND OFFICERS WILL VOTE
THEIR SHARES OF COMMON STOCK IN FAVOR OF THE NOMINEES FOR ELECTION TO THE BOARD
OF DIRECTORS LISTED HEREIN, FOR THE RATIFICATION OF THE SELECTION OF ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT AUDITORS, AND FOR THE APPROVAL OF THE
STOCK OPTION PLAN.

<PAGE>

PROPOSAL ONE

ELECTION OF DIRECTORS

The By-Laws of the Company provide that the number of directors shall be
nine or such other number as may be designated from the time to time by
resolution of the Board of Directors. As of the first annual meeting of
stockholders, the Board of Directors is divided into three classes, with the
term of office of one class expiring each year. At the Meeting, directors of
each class shall be elected to serve the terms set forth opposite their
respective names below and until their successors shall be elected and qualify.
At the annual meeting in 2000, directors of two classes shall be elected. At the
annual meeting in 2001 and thereafter, directors of one class shall be elected
to serve a three year term. All of the nominees are now directors of the
Company. The Board of Directors, in accordance with the By-Laws, has the power
to appoint directors to fill vacancies on the Board. It is not contemplated that
any of the nominees will become unavailable to serve, but if that should occur
before the meeting, proxies that do not withhold authority to vote for the
nominees listed below will be voted for another nominee, or nominees, selected
by the Board of Directors. The Board of Directors of the Company recommends that
stockholders vote FOR election of all nominees.

VOTE REQUIRED

The affirmative vote of at least a majority of the shares represented at
the meeting in person or by proxy is required for the election of the directors.

NOMINEES FOR ELECTION AS DIRECTORS

NAME AGE POSITION WITH THE TERM TO
- ---- --- COMPANY EXPIRE
------------------ -------

Garbis Baklayan 51 Director 2000
Nicholas J. Belitsos, M.D. 48 Director 2000
King V. Cheek 60 Director 2001
Cynthia B. Conklin 45 Director 2000
William A. Fogle, Jr. 62 Director (Vice 2001
Chairman of the
Board)

Constantine Frank 43 Director 1999
Leonard Frenkil 60 Director 1999
J. Clarence Jameson, III 67 Director (Chairman of 2001
the Board) and
President

Kemp Jayadeva 48 Director 2001
Norman H. Katz 71 Director 2001
Shawki N. Malek, M.D. 54 Director 2001
Michael W. Mekalian 55 Director 1999
Mark D. Noar, M.D. 44 Director 1999
Larry D. Ohler 59 Director, Treasurer 2001

<PAGE>

NAME AGE POSITION WITH THE TERM TO
- ---- --- COMPANY EXPIRE
----------------- -------

Kenneth D. Pezzulla 68 Director, Secretary 2001
George E. Rayme, Jr. 55 Director 1999
Ramon F. Roig, Jr., M.D. 64 Director 2000
Russell A. Rourke 66 Director 2000
Melanie R. Sabelhaus 49 Director 2000
Baldev Singh 61 Director 2000
Michael Stern 46 Director 1999

Messrs. Cheek, Fogle, Jameson, Jayadeva, Katz, Ohler and Pezzulla have
been directors of the Company since 1996. Effective as of March 28, 1998, the
number of directors of the Corporation was increased from seven to twenty-one,
and the then existing directors appointed Messrs. Baklayan, Frank, Frenkil,
Mekalian, Rayme, Rourke, Singh and Stern; Drs. Belitsos, Malek, Noar and Roig;
and Ms. Conklin and Ms. Sabelhaus to fill the newly created directorships.

Messrs. Jameson, Ohler and Pezzulla also currently serve, respectively,
as the Vice President, Treasurer and Secretary of the Bank. Messrs. Cheek,
Fogle, Jameson, Jayadeva, Katz, Ohler and Pezzulla and Patricia D'Alessandro
also currently serve as the directors of the Bank, with Mr. Jameson serving as
Chairman of the Board. The Bank intends to obtain the necessary regulatory
approvals to add Messrs. Baklayan, Rayme, Singh and Stern; Drs. Belitsos, Malek,
Noar and Roig; and Ms. Conklin as directors of the Bank.

The Bank has established an advisory board of directors (the "Advisory
Board of Directors"), which is comprised primarily of professionals and business
persons (the "Advisory Directors"), who provide advice to the Board of Directors
of the Bank and who promote the interests of the Bank. An advisory board of
directors is not required by any Maryland or federal law or regulation and
Advisory Directors are not subject to regulatory approval or supervision. The
Advisory Directors serve at the pleasure of the Board of Directors of the Bank.

Biographical information concerning the nominees is set forth below.

GARBIS BAKLAYAN is a director of the Company and, subject to regulatory
approval, will be added as a director of the Bank. Mr. Baklayan is President and
Chief Executive Officer of Gary's Sportswear and Athletic Shoes, a shoe and
sportswear company, and has served in that capacity since 1978.

NICHOLAS J. BELITSOS, M.D. is a director of the Company and, subject to
regulatory approval, will be added as a director of the Bank. Dr. Belitsos
currently practices internal medicine and gastroenterology in Baltimore,
Maryland and is President of Nicholas J. Belitsos, M.D., P.A. He has served in
that capacity for the past ten years.

KING V. CHEEK is a director of the Company and the Bank. Mr. Cheek
currently is a Senior Adviser to the President of the New York Institute of
Technology, and has served in that capacity since February 1997. Mr. Cheek also
serves as a marketing representative for BCI Contractors, Inc., a construction
company, and has served in that capacity since February 1997. From January 1996
until January 1997, Mr. Cheek served as an Assistant Vice

<PAGE>

President and director of marketing for BCI Contractors, Inc. Mr. Cheek was Vice
President of Academic Affairs at the New York Institute of Technology from
September 1992 to January 1996 and was Vice President of Institutional
Advancement from 1991 to September 1992. Mr. Cheek was a director of Union Trust
Bancorp from 1971 to 1974 and is currently a director of BCI Contractors, Inc.

CYNTHIA B. CONKLIN is a director of the Company and, subject to regulatory
approval, will be added as a director of the Bank. Ms. Conklin currently is a
licensed realtor with O'Conor Piper & Flynn-ERA, a real estate sales company,
and has served in that capacity for over twelve years.

WILLIAM A. FOGLE, JR. is a director of the Company and the Bank. Mr.
Fogle currently is a licensed realtor with Century 21 Country Home, a real
estate sales company, and has served in that capacity since January 1997. He
was an Assistant Vice President of Marketing and Sales of BCI Contractors, Inc.,
a construction company, from February 1995 to December 31, 1996. Mr. Fogle was
Secretary of the Maryland Department of Licensing and Regulation from 1987 to
February 1995.

CONSTANTINE FRANK is a director of the Company. Since 1972, Mr. Frank has
been employed by Precision Vending, Inc. (f/k/a Nick Frank Vending, Inc.), a
vending company servicing customers in the Baltimore area. Mr. Frank has been
President of Precision Vending, Inc. since July 1, 1997.

LEONARD FRENKIL is a director of the Company. Mr. Frenkil currently is the
President and Chief Executive Officer of Atlantic Management Corporation, a real
estate management company, and has served in that capacity for over 20 years.
Mr. Frenkil also is the President and Chairman of the Board of The Empire
Construction Company and the President and Chief Executive Officer of Empire
Industries, Ltd., which businesses engage in the construction industry.

J. CLARENCE JAMESON, III is President of the Company and Vice President of
the Bank and is the Chairman of the Board of Directors of both the Company and
the Bank. Mr. Jameson currently is the President and a principal of Jameson and
Associates, P.A., a public accounting firm, and has served in that capacity for
over 14 years. From February 1994 to June 1995, Mr. Jameson was Chairman of the
Board of Maryland Bank Corp., the savings and loan holding company of
MarylandsBank, FSB. Mr. Jameson also was a director of MarylandsBank, FSB from
February 1994 to June 1995. Mr. Jameson also was an organizer of the Bank of
Maryland and its holding company, Bank Maryland Corp., and he served as Chairman
of the Board of both entities from 1985 to 1990.

KEMP JAYADEVA is a director of the Company and, subject to regulatory
approval, will be added as a director of the Bank. Mr. Jayadeva currently is the
President and sole shareholder of Allied Physician Services, Inc., a computer
services firm, and has served in that capacity for over 11 years.

NORMAN H. KATZ is a director of the Company and the Bank. Mr. Katz is an
attorney is solo practice in the Baltimore metropolitan area and has been a sole
practitioner for over 15 years. Mr. Katz was the assistant director of the
Division of Parole and Probation for the State of Maryland from 1955 to 1978.

SHAWKI N. MALEK, M.D. is a director of the Company and, subject to
regulatory approval, will be added as a director of the Bank. Dr. Malek is in
private practice specializing in adult and pediatric gastroenterology with
offices in Towson, Maryland and has served in that capacity since 1984.

MICHAEL W. MEKALIAN is a director of the Company. Mr. Mekalian is a
teacher at the Talmudical Academy, a private parochial school in Baltimore,
Maryland, and has served in that capacity since September 1995. From June 1997
to October 1997, Mr. Mekalian was the Chief Executive Officer of Black Star
Masonry Products, Inc., and from January 1997 to May

<PAGE>

1997, he was the Chief Executive Officer of Black Star Industries, Inc., which
companies are national manufacturers of specialty products for the construction
industry. From 1979 until November 1996, Mr. Mekalian was President of
Management Administrative Services, Inc., a provider of business and financial
consulting services.

MARK D. NOAR, M.D., is a director of the Company and, subject to
regulatory approval, will be added as a director of the Bank. Dr. Noar
currently is a gastroenterologist in Baltimore, Maryland and is the Chief
Executive Officer of Endoscopic Microsurgery Associates, P.A. He has served in
that capacity for the past nine years. Dr. Noar also is the Medical Director
and a shareholder of The Endoscopy Center, Inc., which operates an ambulatory
surgery center. He has served in that capacity for the past seven years.

LARRY D. OHLER is the Treasurer of the Company and the Bank and a director
of the Company and the Bank. Mr. Ohler currently is the Chief Financial Officer
of PATS, Inc., a manufacturing and engineering company, and has served in such
capacity for over 12 years. He also is a certified public accountant.

KENNETH D. PEZZULLA is Secretary of the Company and the Bank and a
director of the Company and the Bank. Mr. Pezzulla currently is a member of
Pezzulla and Pezzulla, LLC, a Towson law firm, and has served in that capacity
since 1995. Mr. Pezzulla had a solo legal practice from 1975 to 1995. Mr.
Pezzulla was a director of Rushmore from 1989 to October 1997, and was a
director of its predecessor, LaCorona Building and Loan Association, from 1963
to 1989. Mr. Pezzulla was President of LaCorona Building and Loan Association
from 1985 to 1988.

GEORGE E. RAYME, JR. is a director of the Company and, subject to
regulatory approval, will be added as a director of the Bank. Mr. Rayme is
President of Black Star Masonry Products, Inc., a national manufacturer of
specialty products for the construction industry, and has served in that
capacity since June 1997. From January 1997 to May 1997, Mr. Rayme was
President of Black Star Industries, Inc., a national manufacturer of specialty
products for the construction industry. From October 1994 to November 1996, Mr.
Rayme was Vice President of Sales and Marketing for Burns Russell, Inc., a
licensor of manufacturing processes for the building materials industry and a
chemical sales company. From October 1991 to September 1994, Mr. Rayme was
General Manager of Valley Lighting Co., a retail and commercial lighting and
design company.

RAMON F. ROIG, JR., M.D. is a director of the Company and, subject to
regulatory approval, will be added as a director of the Bank. Dr. Roig
currently practices in internal medicine and gastroenterology in Baltimore,
Maryland and is President of Ramon F. Roig, M.D., P.A. He has served in that
capacity since 1974.

RUSSELL A. ROURKE is a director of the Company. Mr. Rourke retired in
1997 from the EPP Company, a private real estate development company, where he
had served as President for over 24 years. Mr. Rourke was Secretary for the Air
Force during the Reagan administration and was Assistant Secretary of Defense
for Legislative Affairs from 1981-1985. Mr. Rourke was a Special Assistant to
President Gerald R. Ford from 1974-1977. Mr. Rourke retired from the Marine
Corps Reserves in 1985 with the rank of Colonel.

MELANIE R. SABELHAUS is a director of the Company. Since 1997, Ms.
Sabelhaus has been President and Chief Operating Officer of an affiliate of
BridgeStreet Accommodations, Inc., a provider of accommodation services
primarily for business people and professional. Prior to January 1997, Ms.
Sabelhaus was President of Exclusive Interim Properties, Ltd., which she founded
in June 1987. Exclusive Interim Properties, Ltd. Provided relocation services
to executive on temporary assignment in the Baltimore, Washington, D.C. and
Virginia areas. In January 1997, Exclusive Interim Properties, Ltd. Merged into
a wholly owned subsidiary of BridgeStreet Accommodations, Inc. Ms. Sabelhaus
also is a director of BridgeStreet Accommodations, Inc.

<PAGE>

BALDEV SINGH is a director of the Company and, subject to regulatory
approval, will be added as a director of the Bank. Mr. Singh currently is the
President of BGK Truckers Inn, Inc., a Maryland based developer and operator of
truck stops, gas stations and convenience stores, and has served in that
capacity since 1991.

MICHAEL STERN is a director of the Company and, subject to regulatory
approval, will be added as a director of the Bank. Mr. Stern currently is the
President of RTW Rehabilitation Services, Inc., a company which provides case
management and vocational services to injured workers. He has served in that
capacity since 1980. RTW Rehabilitation Services, Inc. provides services in
Maryland, North Carolina, Virginia, Washington, D.C. and West Virginia. Mr.
Stern also is President of Family Vending, a vending company, Cash All Checks
Inc. of Maryland and Cash All Checks of P.A., Inc., which are check cashing
companies, and is Vice President of L'Enfant Card and Gift Inc., a gift shop.

BOARD MEETINGS AND COMMITTEES

During 1997, the Board of Directors met 15 times, the Audit Committee did
not meet, and the Capital Committee met 16 times.

Except as indicated below, each director attended seventy-five percent or
more of all meetings of the Board of Directors and committees of the Board on
which he or she served. Directors Baklayan, Cheek, Conklin, Fogle, Frank,
Frenkil, Jayadeva, Katz, Mekalian, Noar, Ohler, Rayme, Rourke, Sabelhaus, Singh
and Stern did not attend seventy-five percent or more of all meetings of the
Board of Directors held during the time that such persons were members of the
Board. Directors Belitsos, Jayadeva and Katz did not attend seventy-five percent
or more of the meetings of the Capital Committee held during the time that such
persons were members of that committee.

The Audit Committee of the Board of Directors consists of Larry D. Ohler
(Chair), J. Clarence Jameson III, Kemp Jayadeva and Kenneth D. Pezzulla. The
Committee recommends to the Board the selection of the independent public
accountants, reviews the financial statements with such accountants, discusses
with the accountants and management other results of the audit, and oversees
internal accounting procedures and controls. The Audit Committee also reviews,
considers and makes recommendations regarding proposed related party
transactions, if any.

The Capital Committee of the Board of Directors consists of Nicholas J.
Belitsos, William A. Fogle, Jr., J. Clarence Jameson, III, Kemp Jayadeva, Norman
H. Katz, Kenneth D. Pezzulla and Ramon F. Roig, Jr. The Capital Committee made
recommendations to the Board of Directors regarding levels and means of
capitalization of the Company and the Bank.

A Compensation Committee of the Board of Directors will be formed prior to
the effective date of the stock option plan described herein as Proposal Three.
The Committee will review and determine salaries and other benefits for
executive and senior management of the Company and its subsidiaries, review and
determine employees to whom stock options are to be granted and the terms of
such grants, and review the selection of officers who participate in incentive
and other compensation plans and arrangements.

DIRECTOR COMPENSATION

Directors do not receive fees for their services, and are not reimbursed
for expenses incurred in connection with their service as directors. It is
expected that directors will not receive any compensation until such time as the
Company become profitable, other than through the grant of options under the
option plan described herein as Proposal Three.

<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company's directors and executive officers, and persons who own more
than 10% of the Company's Common Stock, are required to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of any securities of the Company. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the Company and
written representations that no other reports were required, all of the
Company's directors, executive officers and beneficial owners of greater than
10% of the Company's Common Stock made all required filings during the fiscal
year ended December 31,1997 except that one report on Form 4 was filed late by
Mr. Jameson.

EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following individuals are the executive officers and key employees of
the Company and the Bank:

<TABLE>
<CAPTION>
EXECUTIVE
NAME AGE POSITION OFFICE SINCE
- ---- --- -------- ------------
<S> <C>
J. Clarence Jameson, III 67 Chairman of the Board and President of the 1996
Company and Vice President and Director
of the Bank

Larry D. Ohler 59 Treasurer of the Company and the Bank; 1996
Director of the Company and the Bank

Kenneth D. Pezzulla 68 Secretary of the Company and the Bank; 1996
Director of the Company and the Bank

Patricia D'Alessandro 53 Executive Vice President of the Company 1996
and President of the Bank
</TABLE>

For information concerning Messrs. Jameson, Ohler and Pezzulla, see
"Nominees for Election" in this Proxy Statement.

PATRICIA D'ALESSANDRO is the Executive Vice President of the Company, the
President of the Bank and a director of the Bank. Until December 1, 1997, Ms.
D'Alessandro was a Vice President of Rushmore Trust and Savings, FSB
("Rushmore"), and had served in that capacity for over six years. As a Vice
President of Rushmore, Ms. D'Alessandro was responsible for loan originations,
loan servicing, delinquencies and collections for both of Rushmore's branch
offices. Ms. D'Alessandro also was responsible for the operations of the
Baltimore Branch. Ms. D'Alessandro was employed from 1962 to 1974 and from 1984
to 1989 by Chesapeake Federal Savings and Loan Association, during which time
Ms. D'Alessandro served in a variety of capacities, including assistant
secretary of the association and manager of loan servicing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The table below sets forth information as of March 28, 1998, relating
to the beneficial ownership of the Company's Common Stock, $0.01 par value per
share, by (i) each of the Company's officers and directors; (ii) all officers
and directors as a group; and (iii) each person who is known by the Company to
own beneficially 10% or more of the outstanding shares of the Company's Common
Stock. As of March 28, 1998, there were 300,000 shares of the

<PAGE>

Company's Common Stock issued and outstanding. Unless otherwise noted below, the
Company believes that each person named in the table has the sole voting and
sole investment power with respect to each of the shares reported as
beneficially owned by such person.

BENEFICIAL PERCENT OF
NAME & ADDRESS OWNERSHIP OF SHARES CLASS OWNED
- -------------- ------------------- -----------

Garbis Baklayan 11,050(1) 3.68%
14100 Phoenix Road
Phoenix, MD 21131

Nicholas J. Belitsos, M.D. 13,100(2) 4.37%
20 East Eager Street
Baltimore, MD 21202

King V. Cheek 6,720(3) 2.24%
14009 Broomall Lane
Silver Spring, MD 20906

Cynthia B. Conklin 5,050(4) 1.69%
230 E. Montgomery Street
Baltimore, MD 21230

Patricia D'Alessandro 300(5) 0.10%
3621 E. Lambert Street
Baltimore, MD 21224

William A. Fogle, Jr. 1,000(6) 0.33%
RRI Box 192
Glen Rock, PA 17327

Constantine Frank 10,000(7) 3.33%
14721 Manor Road
Phoenix, MD 21131

Leonard Frenkil 2,000 0.67%
Atlantic Management
100 H Warwickshire Lane
Glen Burnie, MD 21061

J. Clarence Jameson, III 22,300(8) 7.43%
515 E. Joppa Road
Towson, MD 21286

Kemp Jayadeva 10,000(9) 3.33%
3713 Michelle Way
Baltimore, MD 21208

Norman H. Katz 2,500(10) 0.83%
3420 Lynne Haven Drive
Baltimore, MD 21244

<PAGE>

BENEFICIAL PERCENT OF
NAME & ADDRESS OWNERSHIP OF SHARES CLASS OWNED
- -------------- ------------------- -----------

Shawki N. Malek, M.D. 12,550(11) 4.18%
120 Sister Pierre Drive
Suite 408
Towson, MD 21204

Michael W. Mekalian 16,050(12) 5.35%
5498 Lombardy Place
Baltimore, MD 21210

Mark D. Noar, M.D. 10,000(13) 3.33%
7402 York Road, Suite 100
Towson, MD 21204

Larry D. Ohler 5,050 1.69%
9570 Berger Road
Columbia, MD 21046

Kenneth D. Pezzulla 2,550(14) 0.85%
401 Washington Ave.
Suite 301
Towson, MD 21204-4804

George E. Rayme, Jr. 16,050(15) 5.35%
19 Collingswood Road
Phoenix, MD 21131

Ramon F. Roig, Jr., M.D. 10,050(16) 3.35%
15 Aigburth Road
Towson, MD 21204

Russell A. Rourke 2,500(17) 0.83%
15 Maryland Avenue
Annapolis, MD 21401

Melanie R. Sabelhaus 5,050 1.69%
1406 Shoemaker Road
Baltimore, MD 21209

Baldev Singh 12,000(18) 4.0%
7401 Assateague Drive
Jessup, MD 20794

Michael Stern 5,050(19) 1.69%
Rehabilitation Services, Inc.
1866-B Reisterstown Road
Woodholme Square
Baltimore, MD 21208

Officers and Directors as a 164,920 54.97%
Group(22 people)

<PAGE>

(1) Includes 10,000 shares held for the benefit of Mr. Baklayan's IRA, as
to which Mr. Baklayan has sole voting and investment power.

(2) Includes 5,000 shares held for the benefit of the Nicholas J.
Belitsos, M.D. Profit Sharing Trust, as to which Dr. Belitsos is the
sole trustee and 2,100 shares held by dependent children. Also
includes 1,000 shares held by Dr. Belitsos' wife. Dr. Belitsos
disclaims beneficial ownership as to the shares held by his wife.

(3) Includes 5,000 shares held for the benefit of the Albert C. Cheek
Trust, as to which Mr. Cheek is the sole trustee. Also includes 1,220
shares held for the benefit of Mr. Cheek's wife's IRA, as to which
Mrs. Cheek has sole voting and investment power. Mr. Cheek disclaims
beneficial ownership as to the shares held for the benefit of his
wife's IRA.

(4) Includes 5,000 shares held for the benefit of the Cynthia B. Conklin
Profit Sharing Plan, as to which Ms. Conklin is the sole trustee.

(5) Includes 250 shares held jointly with Ms. D'Alessandro's husband, as
to which Ms. D'Alessandro shares voting and investment power.

(6) Includes 200 shares held for the benefit of Mr. Fogle's IRA, as to
which Mr. Fogle has sole voting and investment power.

(7) Includes 9,950 shares held jointly with Mr. Frank's wife, as to which
Mr. Frank shares voting and investment power.

(8) Includes 10,000 shares held jointly with Mr. Jameson's wife, as to
which Mr. Jameson shares voting and investment power, and 10,000
shares held for the benefit of Mr. Jameson's IRA, as to which Mr.
Jameson has sole voting and investment power. Also includes 2,250
shares held by Mr. Jameson's wife. Mr. Jameson disclaims beneficial
ownership as to the shares held by his wife.

(9) Includes 2,450 shares held jointly with Mr. Jayadeva's wife, Shobha
Jayadeva, M.D. as to which Mr. Jayadeva shares voting and investment
power, and 2,500 shares held by dependent children. Also includes
5,000 shares held for the benefit of the Shobha Jayadeva Pension
Plan, as to Shobha Jayadeva, M.D., is the sole trustee. Mr. Jayadeva
disclaims beneficial ownership as to the shares held for the benefit
of his wife's pension plan.

(10) Includes 2,000 shares held for the benefit of Mr. Katz's wife's IRA,
as to which Mrs. Katz has sole voting and investment power. Mr. Katz
disclaims beneficial ownership as to the shares held for the benefit
of his wife's IRA.

(11) Includes 11,000 shares held for the benefit of the Shawki N. Malek
KEOGH Plan, as to which Dr. Malek is the trustee, and 500 shares held
by dependent children. The 11,000 shares held for the benefit of the
Shawki N. Malek KEOGH Plan include 10,000 shares held for the benefit
of Dr. Malek and 1,000 shares held for the benefit of Dr. Malek's
wife. Dr. Malek disclaims beneficial ownership as to the shares held
in the KEOGH Plan for the benefit of his wife.

(12) Includes 16,000 shares held by Black Star Industries, Inc. Mr.
Mekalian, together with Mr. Rayme, directly or indirectly control the
voting and investment power of Black Star Industries, Inc., as
follows: Sixty percent of the capital stock of Black Star Industries,
Inc. is owned by Mr. Mekalian's wife, Anne Mekalian, or trusts for
which Ms. Mekalian is sole trustee, and as to which Ms. Mekalian has
sole voting and investment power, and forty percent of the capital
stock of Black Star Industries, Inc. is owned by Mr. Rayme.

(13) Includes 9,950 shares held jointly with Dr. Noar's wife, as to which
Dr. Noar shares voting and investment power.

(14) Includes 2,500 shares held for the benefit of Mr. Pezzulla's IRA, as
to which Mr. Pezzulla has sole voting and investment power.

(15) Includes 16,050 shares held by Black Star Industries, Inc. See
discussion above regarding Mr. Mekalian.

(16) Includes 3,000 shares held for the benefit of Dr. Roig's IRA, as to
which Dr. Roig has sole voting and investment power, and 5,000 shares
held for the benefit of the

<PAGE>

Raymond F. Roig, Jr., M.D. Profit Sharing Trust, as to which Dr. Roig
is the sole trustee. Also includes 2,000 shares held for the benefit
of Dr. Roig's wife's IRA, as to which Mrs. Roig has sole voting and
investment power. Dr. Roig disclaims beneficial ownership as to the
share held for the benefit of his wife's IRA.

(17) Includes 2,500 shares held jointly with Mr. Rourke's wife, as to
which Mr. Rourke shares voting and investment power.

(18) Includes 1,000 shares held jointly with Mr. Singh's wife, as to which
Mr. Singh shares voting and investment power. Also includes 1,000
shares held by Mr. Singh's wife. Mr. Singh disclaims beneficial
ownership as to the shares held by his wife.

(19) Includes 5,000 shares held for the benefit of the RTW Rehabilitation
Services, Inc. 401K Profit Sharing Plan & Trust, of which Mr. Stern
and his wife are the trustees.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by AmericasBank (the
"Bank") for the last two fiscal years to the Chief Executive Officer of the
Company. No executive officer of the Company or the Bank received compensation
in excess of $100,000 during any fiscal year of the Company. No compensation has
been paid by the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Name and Principal Position Year Annual Salary Bonus Other Annual All Other Compensation
- --------------------------- ---- Compensation ------ ----- Compensation ----------------------
Salary ------------
------------
<S> <C>
J. Clarence Jameson, III 1997 -- -- -- -- $35,000(1)
Chairman of the Board and 1996 -- -- -- -- --
President of the Company;
Vice President of the Bank
</TABLE>

1) In consideration of services performed on behalf of the Company and the
Bank in preparing the necessary bank regulatory applications and
negotiating the terms of and performing the necessary investigations
related to the acquisition of Rushmore, upon the closing of the Company's
Common stock offering and the Company's purchase of the Bank's capital
stock, Mr. Jameson was paid $25,000 by the Bank. In addition, Jameson and
Associates, P.A. was paid $12,500 by the Bank for such services. Mr.
Jameson is the President and a principal of Jameson and Associates, P.A.,
a public accounting firm. Mr. Jameson also has received $10,000 in
compensation from the Bank. The payment for the services performed as
described in this footnote are not recurrent.

<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Organizational and Acquisition Related Transactions

Effective as of December 1, 1997, the Bank purchased certain assets
from, and assumed certain liabilities of, Rushmore (the "Acquisition"). The
Acquisition was initiated in 1996 when Kenneth D. Pezzulla, who was then a
Director of Rushmore, approached management of Rushmore to propose the sale of
the Baltimore Branch of Rushmore to a group desiring to establish a new
community bank. As of October 31, 1997, Mr. Pezzulla resigned as a member of the
Board of Directors of Rushmore. Mr. Pezzulla is the Secretary of the Company and
the Bank and a Director of the Company and the Bank.

In consideration of services performed on behalf of the Company and
the Bank in preparing the necessary bank regulatory applications and negotiating
the terms of and performing the necessary investigations related to the
Acquisition, upon the closing of the Company's common stock offering (the
"Offering") and the Company's purchase of the Bank's capital stock, J. Clarence
Jameson, III and Mr. Pezzulla each were paid $25,000 by the Bank, and Jameson
and Associates, P.A. and Pezzulla and Pezzulla, LLC, each were paid $12,500 by
the Bank. Mr. Jameson is the President of the Company, the Vice President of
the Bank and the Chairman of the Board of the Company and the Bank. Mr. Jameson
also is the President and a principal of Jameson and Associates, P.A., a public
accounting firm. Mr. Pezzulla is a member of Pezzulla and Pezzulla, LLC, a
Towson law firm.

During 1997, in order to assure that expenses related to the
Acquisition and the Offering and organizational expenses of the Company and the
Bank were paid, the persons who were then serving as Directors of the Company
and the Bank, certain persons who were to be named as Directors of the Company
and the Bank and certain of the Bank's Advisory Directors (collectively, the
"Lenders") loaned an aggregate of $652,000 (the "Loan Account") to the Company
for the benefit of the Company and the Bank (the "Organizational Loans"). The
Organizational Loans were only repayable from the proceeds of the Offering or
from proceeds of the Organizational Loans which were not expended by the
Company, and the Lenders could choose to receive repayment in full or in part
through their receipt in the Offering of shares of Common Stock valued at $10.00
per share. The Organizational Loans bore interest as follows: (a) all money
expended from the Loan Account after April 1, 1997 bore interest accruing at the
rate of 10% per annum, with interest being allocated proportionately among the
Lenders, and (b) all money deposited into the Loan Account but not expended by
the Company bore no interest. No Lender loaned more than $50,000 to the Company.

Each Lender requested repayment of his or her loan through the
receipt of shares of Common Stock in the Offering. As a result, the Company
issued a total of 65,200 shares of Common Stock in the Offering to the Lenders.

Banking and Other Transactions.

The Company and the Bank have engaged and expect to engage in the
future in transactions in the ordinary course of business with directors and
officers of the Company and the Bank and their affiliates on substantially the
same terms as those prevailing at the time for comparable transactions with
unrelated parties. Such transactions are not expected to present any special
unfavorable features to the Company or the Bank. However, the Bank will not make
loans to its officers, directors or their affiliates, although approximately
$111,000 of Rushmore Loans between Rushmore and the Bank's officers, director or
their affiliates were purchased by the Bank in the Acquisition. An overdraft
checking account established by the Bank will not be considered a loan for these
purposes.

The following related entities have provided services to the Company
and/or the Bank and will provide services to the Company and/or the Bank in the
future.

<PAGE>

Jameson and Associates, P.A., has provided and will provide tax,
accounting and related services to the Company and the Bank. For the year ended
December 31, 1997, an aggregate of $12,500 was paid to Jameson and Associates,
P.A. by the Bank for such services.

Pezzulla and Pezzulla, LLC has provided and will provide legal
services to the Company and the Bank. For the year ended December 31, 1997, an
aggregate of $12,500 was paid to Pezzulla and Pezzulla, LLC by the Bank for such
services.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board of Directors has appointed the firm of Arthur Andersen LLP as
independent public accountants for the Company for 1998. Arthur Andersen LLP has
served the Company in such capacity since 1996.

The Company has been informed that neither Arthur Andersen LLP nor any of
its members has any direct financial interest or any material indirect financial
interest in the Company and during the past three years has had no connection
therewith in the capacity of promoter, underwriter, voting trustee, director,
officer, or employee.

A representative of Arthur Andersen LLP is not expected to be present at
the Meeting.

The Board of Directors of the Company recommends that stockholders vote
FOR the ratification of selection of such firm.

PROPOSAL THREE

APPROVAL OF THE COMPANY'S STOCK OPTION PLAN

The Board of Directors of the Company adopted the Stock Option Plan (the
"Plan") on April 23, 1998. A copy of the Plan is attached hereto as Exhibit A.
The summary below is qualified in its entirety by reference to Exhibit A. The
Board of Directors believes that the adoption of the Plan is desirable to
provide Company and Bank employees and non-employee directors with incentives to
expend maximum effort for the growth and success of the Company and its
subsidiaries and to remain in the employ of the Corporation or a subsidiary.

ADMINISTRATION AND AMENDMENT OF THE PLAN; ELIGIBILITY OF PARTICIPANTS

The Plan provides that it shall be administered by the Compensation
Committee (the "Committee") appointed by the Board of Directors and composed
solely of two more non-employee directors. The Committee is authorized to
determine and designate from time to time those employees of the Company to whom
options are to be granted. Options may be "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or non-qualified options. The granting of an option takes place only
when a written and executed option agreement containing the terms and conditions
of the option is delivered to the optionee.

The Plan may be amended, suspended or terminated at any time by the Board
of Directors, provided that no such action may impair or alter rights or
obligations under an option without the consent of the options holder and
provided that shareholder approval is required for amendments that

<PAGE>

would increase the number of shares available for options or materially increase
benefits available to Plan participants.

Each full-time employee of the Company or any subsidiary customarily
employed at least 20 hours per week and each director is eligible to be a
participant under the Plan, if so designated by the Committee. At March 31,
1998, 25 persons were eligible to participate in the Plan.

In addition, each non-employee director of the Company serving on the
effective date of the Plan shall be granted an option on the effective date to
purchase 20 shares of Common Stock for each Board of Directors meeting and
Capital Committee meeting attended by such person from August 1, 1996 through
and including the effective date, and 20 shares of Common Stock for each other
Board committee meeting attended by such person from January 1, 1998 through and
including the effective date of the Plan. Thereafter, each non-employee director
shall be granted an option as of the date of his or her attendance at a meeting
of the Board of Directors of the Company or of a Board Committee meeting to
purchase 20 shares of Common Stock.

It is the intention of the Board of Directors to grant additional options
to purchase 10,000 shares of Common Stock to each of Mr. Jameson and Mr.
Pezzulla as of the effective date of the Plan. The exercise price for such
options shall be the fair market value per share on the date of grant.

SHARES SUBJECT TO THE PLAN

The Plan provides for the reservation of up to 45,000 shares of Common
Stock, par value $.01 per share for issuance upon the exercise of options
granted under the Plan. Shares may be newly issued, or may be purchased by the
Company in the open market or in private transactions. The number of shares
reserved for the grant of options and the number of shares which are subject to
outstanding options under the Plan are subject to adjustment in the event of
stock splits, stock dividends, reclassifications or other changes in the
Company's capitalization. If an option expires or is terminated, the shares that
were subject to the unexercised portion of the option shall be available for
future options granted under the Plan.

TERMS OF OPTIONS

The Plan will be effective as of June 1, 1998 and has a 10 year term. Each
option granted under the Plan shall expire on the 10th anniversary of the date
the option was granted or such other date as the Committee provides. In the
event of the termination of employment of an optionee, other than for cause or
by reason of death or permanent and total disability, all unexercised options
will terminate, be forfeited and will lapse unless such options are exercised by
the employee within three months after the optionee's employment with the
Company or its subsidiary is terminated or a shorter period as the Board may
determine from time to time. Options immediately lapse upon termination for
cause, and are exercisable for one year after death or disability of the
employee.

Any option granted to a non-employee director shall terminate on the first
anniversary of the effective date of termination of such person's service on the
Board of Directors or such earlier time specified in an Option Agreement for
such option. Notwithstanding the foregoing, any option granted to a non-employee
director shall terminate one year following the date in which a non-employee
director ceases to be a member of the Board of Directors by reason of death or
"permanent and total disability" as defined in Section 13(b) hereof.

The purchase price of each share subject to an option shall be fixed by
the Committee and stated in each option agreement; provided, however, that the
purchase price of any option intended to be an "incentive stock option" (within
the meaning of Section 422 of the Code), or any option granted to a director,
shall not be less than the greater of par value or 100 percent of the fair
market value of a share on the date the option is granted (as determined in good
faith by the Committee); provided

<PAGE>

further, that in the event the optionee would otherwise be ineligible to receive
an incentive stock option by reason of the provisions of Sections 422(b)(6) and
424(d) of the Code (relating to stock ownership of more than 10 percent), the
purchase price of each share subject to an option shall be not less than the
greater of par value or 110% of the fair market value of a share at the time
such option is granted. In the event that the shares are listed on an
established national or regional stock exchange, are admitted to quotation on
The Nasdaq Stock Market, Inc., or are publicly traded on an established
securities market, in determining the fair market value of the shares, the
Committee shall use the closing price of the shares on such exchange or system
or in such market (the highest closing price if there is more than one such
closing price, then the Committee shall use the mean between the highest bid and
the lowest asked prices or between the high or low price on such date), or if no
sale of the shares has been made on such date, on the next preceding day on
which any such sale has been made.

The exercise price for shares being purchased upon the exercise of options
may be paid (i) in cash or by check, (ii) with shares of the Common Stock of the
Company, to the extent the fair market value of such shares on the date of
exercise price of the shares being purchased,(iii) by surrender to the Company
of options to purchase shares, to the extent of the difference between the
exercise price of such options and the fair market value of the shares subject
to such options on the date of such surrender, or (iv) a combination of (i),
(ii), or (iii) above. The Company has the right to withhold and deduct from the
number of shares deliverable upon the exercise of any options under the Plan a
number of shares having an aggregate fair market value equal to the amount of
any taxes and other charges that the Company is obligated to withhold or deduct
from amounts payable to the participant.

Options granted under the Plan are not transferable by an optionee
otherwise than by will or the laws of descent and distribution, as provided in
the Plan. Options shall be exercisable only by the optionee during his lifetime;
any attempt to transfer an option, or to assign, pledge, hypothecate or
otherwise dispose of an option in violation of the terms of the Plan, or to levy
any attachment or similar process upon such option, results in the immediate
lapse of such option. Notwithstanding the foregoing, in the event of the death
of an optionee or termination of employment due to permanent or total
disability, the option may be exercised by the personal representative or
bequestee, or by disabled optionee, as the case may be, within one year after
the death or termination of his or her employment due to permanent or total
disability, subject to certain conditions set forth in the Plan.

Under the Plan, upon the occurrence of certain "Extraordinary Events," all
options granted under the Plan will vest and become fully exercisable upon the
Extraordinary Event. An "Extraordinary Event" is defined as the commencement of
a tender offer (other than by the Company) for any shares of the Company, or a
sale or transfer, in one or a series of transactions, of assets having a fair
market value at least equal to 50% of the fair market value of all assets of the
Company, or a merger, consolidation or share exchange pursuant to which shares
may be exchanged for or converted into cash, property or securities of another
issuer, or the liquidation of the Company. The date the options become
exercisable is the date of the commencement of a tender offer or, in the case of
any other Extraordinary Event, the date preceding the record date or other date
as of which shareholders of record become entitled to the consideration payable
in respect of the Extraordinary Event. In the event of the exercise of any
option, the exercise price for which shall not have fixed as of the Event Date,
the exercise price in respect of such option shall be equal to the average fair
market value of the shares for the 30 days preceding the announcement or other
publication of the Extraordinary Event.

SUMMARY OF CERTAIN FEDERAL TAX CONSEQUENCES

Options granted under the Plan may be either incentive stock options
within the meaning of Section 422(b) of the Code (qualified options), or
non-qualified options. An employee realizes no income upon the grant of an
incentive stock option. An optionee who holds his/her shares for two years after
the grant of the option and for one year after he/she receives the shares upon
its exercise generally will not incur any federal income tax liability upon
receipt of the shares pursuant to the

<PAGE>

exercise. However, the spread between the exercise price and the fair market
value of the shares at the time of exercise will be includable in alternative
minimum taxable income for the year of exercise. After satisfying such holding
periods, upon a disposition of the shares at a greater than the option exercise
price, the optionee will realize taxable long-term capital gain. The Company
will not be allowed a deduction for federal income tax purposes in connection
with the grant or exercise of a an incentive stock option; however, if the
optionee does not comply with the holding periods, he/she will realize ordinary
income in the year of sale equal to the difference between the exercise price
and the value of the underlying shares on the date of exercise (or the sale
price if lower where the sale is to an unrelated party). Where the sale price is
lower than the fair market value of the shares on the date of exercise and the
sale is to an unrelated party, and the exercise and sale occur within the same
taxable year, the amount included in alternative minimum taxable income will be
the amount of the same price. In such a case, the Company would be entitled to a
deduction in an amount equal to the ordinary income realized by the optionee.

Employees and directors also will realize no income upon the grant of a
non-qualified stock option. Generally, however, the holder of a non-qualified
stock option will realize taxable ordinary income at the time of exercise of
his/her option in an amount equal to the excess of the fair market value of the
shares at the time of exercise over the exercise price of the option, and the
Company will be entitled to a deduction for the amount included in the
optionee's income. Upon the sale of the shares, the optionee will realize
capital gain or capital loss. Whether such capital gain or capital loss is
long-term or short-term will depend upon the period of time the optionee holds
the shares once they are acquired.

NEW PLAN BENEFITS

The following chart illustrates the number of options that would have been
allocated under the Plan to the respective persons named below, if the Plan had
been effective as of March 28, 1998:

NEW PLAN BENEFITS
AMERICASBANK CORP. STOCK OPTION PLAN

NAME AND POSITION NUMBER OF OPTIONS (1)
----------------- ---------------------

J. Clarence Jameson, III 10,000
Chairman and President of the Company
Vice President and Director of the Bank

Executive Group 21,980(2)

Non-Executive Director Group 6,480

Non-Executive Officer Employee Group --
- -----------------

(1) At March 28, 1998, the fair market value per share was $10, in the good
faith judgment of the Board of Directors.

(2) Includes the 10,000 options allocable to Mr. Jameson.

INTEREST OF EXECUTIVE OFFICERS IN PROPOSAL THREE

Directors and executive officers of the Company will be eligible to
participate in the Plan and, therefore, have an interest in the approval of the
Plan because they could receive financial benefit under the Plan.

<PAGE>

VOTE REQUIRED

The approval of the Plan requires the affirmative vote of at least a
majority of the shares represented at the meeting in person or by proxy.

The Board of Directors recommends a vote FOR the approval of the Plan.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended for inclusion in the proxy material for
the Annual Meeting of Stockholders to be held in 1999 must be received in
writing by the Company on or before December 27, 1998. The inclusion of any
proposal will be subject to applicable rules of the Securities and Exchange
Commission.

ANNUAL REPORT

THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31,
1997 IS ENCLOSED HEREWITH. COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 1O-KSB
FOR THE YEAR ENDED DECEMBER 31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, ARE AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON A WRITTEN REQUEST
DIRECTED TO J. CLARENCE JAMESON, III, AMERICASBANK CORP., 3621 EAST LOMBARD
STREET, BALTIMORE, MD 21224.

OTHER MATTERS

The Board of Directors knows of no other business to be presented for
action at the Meeting, but if any other business should properly come before the
Meeting, it is intended that the proxies will be voted in accordance with the
best judgment of the persons acting thereunder in their discretion.

By Order of the Board of Directors,

/s/ Kenneth D. Pezzulla
_________________________
Kenneth D. Pezzulla
Secretary

April 30, 1998

<PAGE>

EXHIBIT A

AMERICASBANK CORP.
STOCK OPTION PLAN

AmericasBank Corp. (the "Corporation") sets forth herein the terms of this
Stock Option Plan (the "Plan") as follows:

1. PURPOSE.

The Plan is intended to advance the interests of the Corporation by
providing eligible individuals (as designated pursuant to Section 4 below) with
an opportunity to acquire or increase a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries, and will encourage
such eligible individuals to remain in the employ of the Corporation or that of
one or more of its subsidiaries. Each stock option granted under the Plan (an
"Option") is intended to be an "incentive stock option" ("Incentive Stock
Option") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or the corresponding provision of any subsequently enacted tax
statute (the "Code"), except (i) to the extent that any such Option would exceed
limitations set forth in Section 7 below; and (ii) for Options specifically
designated at the time of grant as not being Incentive Stock Options; and (iii)
for Options granted to non-employee directors of the Company or a subsidiary.

2. ADMINISTRATION.

(a) Committee. The Board of Directors of the Corporation (the "Board")
shall appoint a compensa tion committee (the "Committee") to the extent
permitted by the By-Laws of the Corporation and applicable law and such
Committee shall be composed solely of two or more Non-Employee Directors as such
term is defined in Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended, or shall otherwise be constituted in accordance with Rules
promulgated under Section 16 of said Act from time to time. The Board may remove
members, add members, and fill vacancies on the Committee from time to time, all
in accordance with the Corporation's Articles of Incorporation and By-Laws, and
with applicable law. The majority vote of the Committee, or acts reduced to or
approval in writing by a majority of the members of the Committee, shall be
valid acts of the Committee.

(b) Administration. The Plan shall be administered by the Committee which
shall have full power and authority to take all actions, and to make all
determinations required or provided for under the Plan or any Option granted or
Option Agreement (as defined in Section 8 below) entered into hereunder and all
such actions and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Committee to be necessary or appropriate to
the administration of the Plan or any Option granted or Option Agreement entered
into hereunder. Unless otherwise expressly determined or overruled by the Board,
the interpretation and construction by the Committee of any provision of the
Plan or of any Option granted or Option Agreement entered into hereunder shall
be final and conclusive. The Committee may make different determinations for
different Plan participants regarding the Plan, Options or Option Agreement. The
Committee shall cause a copy of this Plan to be delivered to each participant in
the Plan.

(c) No Liability. No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted or Option Agreement entered into hereunder.

(d) Delegation to the Committee. In the event that the Plan or any Option
granted or Option Agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken by
or such determination may be made by the Committee if

<PAGE>

the power and authority to do so has been delegated to the Committee by the
Board as provided for in Section 2(a) above.

3. STOCK.

The stock that may be issued pursuant to Options granted under the Plan
shall be shares of Common Stock, par value $.01 per share, of the Corporation
(the "Stock"), which shares may be authorized but unissued shares or shares that
may be purchased by the Corporation in the open market or in private
transactions. The number of shares of Stock that may be issued pursuant to
Options granted under the Plan shall not exceed in the aggregate 45,000 shares,
which number of shares is subject to adjustment as hereinafter provided in
Section 17 below. If any Option expires, terminates, or is terminated or
canceled for any reason prior to exercise in full, the shares of Stock that were
subject to the unexercised portion of such Option shall be available for future
Options granted under the Plan. Shares withheld or surrendered for the payment
of taxes or shares surrendered in payment of the exercise price of an Option may
not be again available for awards under the Plan.

4. ELIGIBILITY.

(a) Employees. Options may be granted under the Plan to any full-time
employee of the Corporation or any Subsidiary (including any such employee who
is an officer or director of the Corporation or any Subsidiary) as the Committee
shall determine and designate from time to time prior to expiration or
termination of the Plan. For this purpose, a full-time employee is one who is
customarily employed at least 20 hours per week.

(b) Non-Employee Directors of the Corporation. Each non-employee director
of the Corporation serving on the effective date of the Plan, as set forth in
Section 5 hereof, shall be granted an option on the effective date to purchase
20 shares of the Stock for each Board of Directors meeting and Capital Committee
meeting attended by such person from August 1, 1996 through and including the
effective date, and 20 shares of the Stock for each other Board committee
meeting attended by such person from January 1, 1998 through and including the
effective date. Thereafter, each non-employee director of the Corporation shall
be granted an option as of the date of his or her attendance at a meeting of the
Board of Directors of the Corporation or of a Board committee to purchase 20
shares of the Stock. Each Option granted to a non-employee directors shall be
granted at an Option Price equal to the greater of par value or 100 percent of
the fair market value of a share of Stock on the date of grant, which value
shall be determined as set forth in Section 9 hereof. The Board of Directors may
from time to time grant to an non-employee director such other options as the
Board of Directors shall determine to be reasonable, all of which options shall
be granted at an Option Price equal to the greater of par value or 100 percent
of the fair market value of a share of Stock on the date of grant, which value
shall be determined as set forth in Section 9 hereof.

5. EFFECTIVE DATE AND TERM OF THE PLAN.

(a) Effective Date. The Plan shall be effective as of June 1,1998 (the
"Effective Date"), subject to approval by the Board and the approval by holders
of a majority of the shares of the Stock voted. If the stockholders do not
approve the Plan within 12 months after the Board approves the Plan, then the
Plan and any grants of Options hereunder shall be void.

(b) Term. The Plan shall terminate on the 10th anniversary of the
Effective Date.

6. GRANT OF OPTIONS.

<PAGE>

Subject to the terms and conditions of the Plan, the Committee may, at any
time and from time to time, prior to the date of termination of the Plan, grant
to such eligible individuals as the Committee may determine ("Optionees"),
Options to purchase such number of shares of the Stock on such terms and
conditions as the Committee may determine, including any terms or conditions
which may be necessary to qualify such Options as Incentive Stock Options under
Section 422 of the Code. The date on which the Committee approves the grant of
an Option shall be considered the date on which such Option is granted.

7. LIMITATION ON OPTIONS RECEIVED IN CALENDAR YEAR.

An Option (other than an Option described in exception (i) or (ii) or
(iii) of Section 1) shall constitute an Incentive Stock Option to the extent
that the aggregate fair market value (determined at the time the Option is
granted) of the Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year (under
the Plan and all other plans of the Optionee's employer corporation and its
parent and subsidiary corporations within the meaning of Section 422(d) of the
Code) does not exceed $100,000. This limitation shall be applied by taking
Options into account in the order in which they were granted.

8. OPTION AGREEMENTS.

All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by the Corporation and by the
Optionee, in such form or forms as the Committee shall from time to time
determine. Option Agreements covering Options granted from time to time or at
the same time need not contain similar provisions; provided, however, that all
such Option Agreements shall comply with all terms of the Plan.

9. OPTION PRICE.

The purchase price of each share of the Stock subject to an Option (the
"Option Price") shall be fixed by the Committee and stated in each Option
Agreement; provided, however that the purchase price of any Option intended to
be an Incentive Stock Option shall be not less than the greater of par value or
100% of the fair market value of a share of the Stock on the date the Option is
granted; provided further, that in the event the Optionee would otherwise be
ineligible to receive an Incentive Stock Option by reason of the provisions of
Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of more
than 10%), the Option Price of an Option which is intended to be an Incentive
Stock Option shall be not less than the greater of par value or 110% of the fair
market value of a share of Stock at the time such Option is granted. In the
event that the Stock is listed on an established national or regional stock
exchange, is quoted on a quotation system of The Nasdaq Stock Market, Inc., or
is publicly traded in an established securities market, in determining the fair
market value of the Stock, the Committee shall use the closing price of the
Stock on such exchange or system or in such market (the highest such closing
price if there is more than one such exchange or market) on the date the Option
is granted or, if such date was not a trading date, on the trading date
immediately preceding the date the Option is granted (or, if there is no such
closing price, then the Committee shall use the mean between the highest bid and
the lowest asked prices or between the high and low prices on such date). If
there is no established market for the Stock, then the fair market value shall
be established by the Committee in good faith.

10. TERM AND EXERCISE OF OPTIONS.

(a) Term. Each Option granted under the Plan shall terminate, and all
rights to purchase shares thereunder shall cease no later than the expiration of
ten years from the date such Option is granted. as may be fixed by the Committee
and stated in the Option Agreement relating to such Option; provided. however,
that in the event the Optionee would otherwise be ineligible to receive an
Incentive

<PAGE>

Stock Option by reason of the provisions of Sections 422(b)(6) and 424(d) of the
Code (relating to stock ownership of more than 10%), an Option granted to such
Optionee which is intended to be an Incentive Stock Option shall in no event be
exercisable after the expiration of five years from the date it is granted.

(b) Option Period and Limitations or Exercise. Except as otherwise
provided in an Option Agreement. each Option granted may be exercised in whole
or in part at any time after the date of grant. Notwithstanding the foregoing,
the Committee, subject to the terms and conditions of the Plan, may in its sole
discretion provide other time periods during which an Option may be exercised in
whole or in part while such Option is outstanding. Any limitation on the
exercise of an Option may be rescinded, modified or waived by the Committee, in
its sole discretion, at any time and from time to time after the date of grant
of such Option so as to accelerate the time at which the Option may be
exercised.

(c) Method of Exercise. An Option that is exercisable hereunder may be
exercised by delivery to the Corporation on any business day, at its principal
office, addressed to the attention of the Committee, of written notice of
exercise, which notice shall specify the number of shares with respect to which
the Option is being exercised, accompanied by payment of the Option Price except
as provided in this Subsection (c). The minimum number of shares of Stock with
respect to which an Option may be exercised, in whole or in part, at any time
shall be the lesser of 100 shares or the maximum number of shares available for
purchase under the Option at the time of exercise. Payment of the Option Price
for the shares of Stock purchased pursuant to the exercise of an Option shall be
made (i) in cash or in cash equivalents; (ii) through the tender to the
Corporation of shares of Stock, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at their
fair market value (determined in the manner described in Section 9 above) on the
date of exercise; (iii) through the tender to the Corporation of Options, to the
extent of the difference between the Option Price and the fair market value of
the shares of Stock subject to such Option (determined in the manner described
in Section 9 above) on the exercise date; or (iv) by combination of the methods
described in (i), (ii), and (iii) above. Payment in full of the Option Price
need not accompany the written notice of exercise provided the notice of
exercise directs that the Stock certificate or certificates for the shares for
which the Option is exercised be delivered to a licensed broker applicable to
the Corporation as the agent for the individual exercising the Option and, at
the time such Stock certificate or certificates are delivered, the broker
tenders to the Corporation cash (or cash equivalents acceptable to the
Corporation) equal to the Option Price for the shares of Stock purchased
pursuant to the exercise of the Option plus the amount (if any) of federal
and/or the taxes which the Corporation may, in its judgment, be required to
withhold with respect to the exercise of the Option. An attempt to exercise any
Option granted hereunder other than as set forth above shall be invalid and of
no force and effect. Promptly after the exercise of an Option and the payment in
full of the Option Price of the shares of Stock covered thereby, the individual
exercising the Option shall be entitled to the issuance of a Stock certificate
or certificates evidencing his ownership of such shares; provided, however, that
the Corporation shall have the right to withhold and deduct from the number of
shares of Stock deliverable upon exercise of an Option, a number of shares
having an aggregate fair market value (determined in the manner described in
Section 9 above) equal to the amount of any taxes and other charges the
Corporation or any Subsidiary is obligated to withhold or deduct from amounts
payable to such individual. A separate Stock certificate or certificates shall
be issued for any shares purchased pursuant to the exercise of an Option which
is an Incentive Stock Option, which certificate or certificates shall not
include any shares which were purchased pursuant to the exercise of an Option
which is not an Incentive Stock Option. An individual holding or exercising an
Option shall have none of the rights of a shareholder until the shares of Stock
covered thereby are fully paid and issued to him and, except as provided in
Section 17 below, no adjustment shall be made for dividends or other rights, if
any, for which the record date is prior to the date of such issuance.

<PAGE>

11. TRANSFERABILITY OF OPTIONS.

During the lifetime of an Optionee to whom an Option is granted, only such
Optionee (or, in the event of legal incapacity or incompetency, the Optionee's
guardian or legal representative) may exercise the Option. No Option shall be
assignable or transferable by the Optionee to whom it is granted, other than by
will or the laws of the descent and distribution.

12. TERMINATION OF SERVICE OR EMPLOYMENT.

Upon the termination of the employment of an Optionee with the Corporation
or a Subsidiary, any Option granted pursuant to the Plan shall terminate three
months after the date of such termination of employment, unless earlier
terminated pursuant to Section 10(a) above, and such Optionee shall have no
further right to purchase shares of Stock pursuant to such Option; provided
however, that if such termination is by reason of (i) the death or "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code) of
such Optionee, then termination of the Option shall be governed by Section 13
hereof, or (ii) the dismissal of such Optionee for dishonesty or commission of a
crime or for any reason constituting "cause" under the terms of an employment
agreement, if any, between the Optionee and the Corporation or a Subsidiary, or
for "cause" as otherwise determined by the Corporation in good faith, then the
Option shall terminate on the effective date of such dismissal. Notwithstanding
the foregoing, however, the Committee may provide, by inclusion of appropriate
language in an Option Agreement, that an Optionee may (subject to the general
limitations on exercise set forth in Section 10(b) above), in the event of
termination of employment of the Optionee with the Corporation or a Subsidiary,
exercise an Option, in whole or in part, at any time subsequent to such
termination of employment and prior to termination of the Option as provided in
Section 10(a) above either subject to or without regard to any installment
limitation or exercise imposed pursuant to Section 10(b) above. Whether a leave
of absence or leave on military or government services shall constitute a
termination of employment for purposes of the Plan shall be determined by the
Committee, which determination shall be final and conclusive. For purposes of
the Plan, a termination of employment with the Corporation or a Subsidiary shall
not be deemed to occur if immediately thereafter the Optionee is employed with
the Corporation or any Subsidiary.

13. RIGHTS IN THE EVENT OF DEATH OR DISABILITY

(a) Death of an Employee. If an Optionee dies while employed by the
Corporation or a Subsidiary, the executors or administrators or legatees or
distributees of such Optionee's estate shall have the right (subject to the
general limitations on exercise set forth in Section 10(b) above), at any time
within one year after the date of such Optionee's death and prior to termination
of the Option as provided in Section 10(a) above, to exercise, in whole or in
part, any Option held by such Optionee at the date of such Optionee's death,
whether or not such Option was exercisable immediately prior to such Optionee's
death; provided, however, that the Committee may provide, by inclusion of
appropriate language in an Option Agreement, that, in the event of the death of
the Optionee, the executors or administrators or legatees or distributees of
such Optionee's estate may exercise an Option (subject to the general
limitations on exercise set forth in Section 10(b) above), in whole or in part,
at any time subsequent to such Optionee's death and prior to termination of the
Option as provided in Section 10(a) above, either subject to or without regard
to any installment limitation on exercise imposed pursuant to Section 10(b)
above.

<PAGE>

(b) Disability of an Employee. If an Optionee terminates employment with
the Corporation or a Subsidiary by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, then such Optionee shall have the right (subject to the general
limitations on exercise set forth in Section 10(b) above), at any time within
one year after such termination of employment and prior to termination of the
Option as provided in Section 10(a) above, to exercise, in whole or in part, any
Option held by such Optionee at the date of such termination of employment,
whether or not such Option was exercisable immediately prior to such termination
of employment; provided, however, that the Committee may provide, by inclusion
of appropriate language in the Option Agreement, that the Optionee may (subject
to the general limitations on exercise set forth in Section 10(b) above), in the
event of the termination of employment of the Optionee with the Corporation or a
Subsidiary by reason of the "permanent and total disability" (within the meaning
of Section 22(e)(3) of the Code) of such Optionee, exercise an Option , in whole
or in part, at any time subsequent to such termination of employment and prior
to termination of the Option as provided in Section 10(a) above, either subject
to or without regard to any installment limitation on exercise imposed pursuant
to Section 10(b) above. Whether a termination of employment is to be considered
by reason of "permanent and total disability" for purposes of this Plan shall be
determined by the Committee, which determination shall be final and conclusive.

14. USE OF PROCEEDS.

The proceeds received by the Corporation from the sale of Stock pursuant
to Options granted under the Plan shall constitute general funds of the
Corporation.

15. REQUIREMENTS OF LAW.

(a) Violations of Law. The Corporation shall not be required to sell or
issue any share of Stock under any Option if the sale or issuance of such shares
would constitute a violation by the individual exercising the Option or the
Corporation of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. Specifically in connection with the Securities Act of 1933, as
amended, (as now in effect with respect to the shares covered by any Option),
unless a registration statement under such Act is in effect with respect to the
shares of Stock covered by such Option, the Corporation shall not be required to
sell or issue such shares unless the Corporation has received evidence
satisfactory to it that the holder of such Option may acquire such shares
pursuant to an exemption from registration under such Act, and the shares of
Stock to be issued upon the exercise of all or any portion of any Option granted
under the Plan shall be issued on the condition that the Optionee represents
that the purchase of Stock upon such exercise shall be for investment purposes
and not with a view to resale, distribution, offering, transferring, mortgaging,
pledging, hypothecating or otherwise disposing of any such Stock under the
circumstances which would constitute a public offering or distribution under the
Securities Act of 1933, as amended, or the securities laws of any state. No
share of Stock shall be issued upon the exercise of any Option unless the
Corporation shall have received from the Optionee a written statement
satisfactory to legal counsel for the Corporation containing the above
representations, stating that certificates representing such shares may bear a
legend restricting their transfer and stating that the Corporation's transfer
agent or agents may be given instructions to stop transfer of any certificate
bearing such legend. Such representation and restrictions provided for herein
shall not be required if (i) an effective registration statement for such shares
under the Securities Act of 1933, as amended, and any applicable state laws has
been filed with the Securities and Exchange Commission and with the appropriate
agency or commission of any state whose laws apply to the transaction, or (ii)
an opinion of counsel satisfactory to the Corporation has been delivered to the
Corporation to the effect that registration is not required under the Securities
Act of 1933, as amended, or under the applicable securities laws of any state.
Any determination by the Committee regarding the foregoing shall be final,
binding, and conclusive . The Corporation shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or the issuance
of shares pursuant thereto to comply with any law or regulation or any
governmental authority.

<PAGE>

(b) Restriction on Transfer of Stock. Unless a registration statement
under the Securities Act of 1933, as amended, is in effect, the certificate or
certificates for Stock issued upon the exercise of an Option shall bear the
following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
PURSUANT TO AN INVESTMENT REPRESENTATION ON THE PART OF THE HOLDER
THEREOF AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, EXCEPT UPON
THE ISSUANCE TO THE ISSUER OF A FAVORABLE OPINION OF ITS COUNSEL
AND/OR THE SUBMISSION OF OTHER EVIDENCE SATISFACTORY TO COUNSEL TO
THE ISSUER, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS.

16. AMENDMENT AND TERMINATION OF THE PLAN.

The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted. Except as permitted under Section 17 hereof, no amendment, suspension
or termination of the Plan shall, without the consent of the holder of the
Option, alter or impair rights or obligations under any Option theretofore
granted under the Plan. In no event, however, shall any amendment result in any
of the following, unless holders of at least a majority of the shares voted
approve such amendment:

1) Increasing the number of shares available for Options
(except subject to adjustments as provided in Section 17 of the Plan); or

2) Materially increasing benefits available to participants in
the Plan.

17. EFFECT OF CHANGES IN CAPITALIZATION.

(a) Changes in Stock. If the outstanding shares of Stock are increased or
decreased or changed into or exchanged for a different number of kind of shares
or other securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock divided or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the effective date of the Plan, the number and
kinds of shares for the purchase of which Options may be granted under the Plan
shall be adjusted proportionately and accordingly by the Corporation. In
addition, the number and kind of shares for which Options are outstanding shall
be adjusted proportionately and accordingly so that the proportionate interest
of the holder of the Option immediately following such event shall, to the
extent practicable, be the same as immediately prior to such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares subject to the unexercised portion in the Option
outstanding but shall include a corresponding proportionate adjustment in the
Option price per share.

(b) Reorganization in which the Corporation is the Surviving Corporation.
Subject to Subsection (d) hereof, if the Corporation shall be the surviving
corporation in any reorganization, merger, share exchange or consolidation of
the Corporation with one or more other corporations, any Option theretofore
granted pursuant to the Plan shall pertain to and apply to the securities to
which a holder of the number of shares of Stock subject to such Option would
have been entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of the Option Price
per share so that the aggregate Option Price thereafter shall be the same as the
aggregate Option Price of the shares remaining subject to the Option immediately
prior to such reorganization, merger, or consolidation.

<PAGE>

(c) Reorganization in which the Corporation is not the Surviving
Corporation or Sale of Assets or Stock. In the event of the commencement of a
tender offer (other than by the Corporation) for any shares of the corporation
or a sale or transfer, in one or a series of transactions, of assets having a
fair market value of 50% or more of the fair market value of all assets of the
Corporation, or a merger, consolidation or share exchange pursuant to which
shares of the Corporation may be exchanged for or converted into cash, property
or securities of another issuer, or the liquidation of the Corporation (an
"Extraordinary Event"), then regardless of whether or not any Option granted
pursuant to the Plan shall have vested or become fully exercisable, all Options
granted pursuant to the Plan shall immediately vest and become fully exercisable
for the full number of shares subject to any such Option on and at all times
after the "Event Date" of the Extraordinary Event.

(i) The "Event Date" is the date of the commencement of the tender
offer, if the Extraordinary event is a tender offer, and in the case of
any other Extraordinary Event, the day preceding the date as of which
shareholders of record become entitled to the consideration payable in
respect of such Extraordinary Event.

(ii) In the event of the exercise pursuant to this Section of any
Option the Option Price for which shall not have been fixed as of the
Event Date, the Option Price in respect of such Option shall be equal to
the average fair market value (determined in the manner described in
Section 9 above) for the 30 days preceding the announcement or other
publication of the Extraordinary Event.

(iii) In the event that an Optionee fails to exercise his or her
Option, in whole or in part, pursuant to this Section upon an
Extraordinary Event, the Corporation shall take such action as may be
necessary to enable each Optionee to receive upon any subsequent exercise
of his or her Option, in whole or in part, in lieu of shares of the
Corporation, securities or other assets as were issuable or payable upon
such Extraordinary Event in respect of, or in exchange for, such shares.

(d) Adjustments. Adjustments under this Section 17 related to stock or
securities of the Corporation shall be made by the Committee, whose
determination in that respect shall be final, binding, and conclusive. No
fractional shares of Stock or units of other securities shall be issued pursuant
to any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole share
or unit.

(e) No Limitations on Corporation. The grant of an Option pursuant to the
Plan shall not affect or limit in any way the right or power of the Corporation
to make adjustments, to effect reclassifications, reorganizations or changes of
its capital or business structure or to merge, consolidate, dissolve or
liquidate, or sell or transfer all or any part of its business or assets.

18. DISCLAIMER OF RIGHTS.

No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ or service of the Corporation or
any Subsidiary, or to interfere in any way with the right and authority of the
Corporation or any Subsidiary either to increase or decrease the compensation of
any individual at any time, or to terminate any employment or other relationship
between any individual and the Corporation or any Subsidiary.

<PAGE>

19. NON-EXCLUSIVITY OF THE PLAN.

Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individual or specifically to a particular
individual or individual(s) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan.

20. WITHHOLDING.

All awards and payments under the Plan which are made to employees of the
Corporation are subject to withholding of all applicable taxes and the
Corporation shall have the right to withhold from any such award under the Plan
or to collect as a condition of any payment under the Plan, as applicable, any
taxes required by law to be withheld. To the extent provided by the Committee,
an Optionee may elect to have shares of Stock withheld upon the exercise of an
Option, or to surrender to the Corporation shares of Stock already owned by the
Optionee, to fulfill any tax withholding obligation.

<PAGE>

APPENDIX I
FORM OF PROXY

SOLICITED BY THE BOARD OF DIRECTORS

AMERICASBANK CORP.
ANNUAL MEETING OF STOCKHOLDERS
MAY 28, 1998

The undersigned stockholder of AmericasBank Corp. (the "Company") hereby
appoints J. Clarence Jameson, III and Kenneth D. Pezzulla, and each of them
acting singly, with full power of substitution, the attorneys and proxies of the
undersigned and authorizes them to represent and vote on behalf of the
undersigned as designated all of the shares of capital stock of the Company that
the undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on May 28, 1998 and at any adjournment or postponement of
such meeting for the purposes identified below and with discretionary authority
as to any other matters that may properly come before the Annual Meeting,
including substitute nominees, if any of the named nominees for Director should
be unavailable to serve for election in accordance with and as described in the
Notice of Annual Meeting of Stockholders and Proxy Statement. This proxy when
properly executed will be voted in the manner directed herein by the undersigned
stockholder. If this proxy is returned without direction being given, this proxy
will be voted FOR proposals 1, 2, and 3. The undersigned acknowledges receipt of
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997
and the Notice of Annual Meeting of Stockholders and Proxy Statement.

1. Election of Directors

______ FOR all nominees listed below

______ WITHHOLD authority to vote for all nominees listed below

______ FOR, except vote withheld from the following nominees:

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

NOMINEES: GARBIS BAKLAYAN, NICHOLAS J. BELITSOS, M.D., KING V.
CHEEK, CYNTHIA B. CONKLIN, WILLIAM A. FOGLE, JR., CONSTANTINE FRANK, LEONARD
FRENKIL, J. CLARENCE JAMESON, III, KEMP JAYADEVA, NORMAN H. KATZ, SHAWKI N.
MALEK, M.D., MICHAEL W. MEKALIAN, MARK D. NOAR, M.D., LARRY D. OHLER, KENNETH D.
PEZZULLA, GEORGE E. RAYME, JR., RAMON F. ROIG, JR., M.D., RUSSELL A. ROURKE,
MELANIE R. SABELHAUS, BALDEV SINGH, AND MICHAEL STERN.

2. Ratification of appointment of Arthur Andersen LLP as independent auditors
of the Company for the fiscal year ended December 31, 1998

_____ FOR _____ AGAINST _____ ABSTAIN

3. Approval of the Company's Stock Option Plan

_____ FOR _____ AGAINST _____ ABSTAIN

Signature(s):_____________________ ______________________ Date:_____________

Print Name(s):____________________ ______________________ No. of Shares:______

Please sign name exactly as it appears on your stock certificate. If acting as
attorney, executor, trustee, guardian or in other representative capacity, sign
name and title. If held jointly, both parties must sign and date.

<PAGE>

PLEASE COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED,
SELF-ADDRESSED STAMPED ENVELOPE.