Exhibit 10.3

                                SERVICE 1ST BANK

                             1999 STOCK OPTION PLAN
                             ----------------------

                                      INDEX
                                      -----

ARTICLE                                                              COMMENCING
  NO.      DESCRIPTION                                                 ON PAGE
--------------------------------------------------------------------------------

  1.       PURPOSE                                                        1

  2.       ADMINISTRATION                                                 1

  3.       PARTICIPANTS                                                   3

  4.       THE SHARES                                                     3

  5.       GRANTS, TERMS AND CONDITIONS OF OPTIONS                        4

  6.       ADJUSTMENT OF AND CHANGES IN THE SHARES                       10

  7.       LISTING OR QUALIFICATION OF SHARES                            13

  8.       AMENDMENT AND TERMINATION OF THE PLAN                         13

  9.       BINDING EFFECT OF CONDITIONS                                  14

  10.      EFFECTIVENESS OF THE PLAN                                     15

  11.      PRIVILEGES OF STOCK OWNERSHIP;                                15
           SECURITIES LAW COMPLIANCE

  12.      INDEMNIFICATION                                               15

  13.      INFORMATION TO OPTIONEES                                      16


                                        i
<PAGE>

                                SERVICE 1ST BANK

                             1999 STOCK OPTION PLAN

             -------------------[graphic omitted]-------------------

1.   PURPOSE
     -------

           The purpose of this 1999 Stock Option Plan (the "Plan") of Service
1st Bank and its Affiliates (hereinafter collectively referred to as the
"Company"), is to secure for the Company and its stockholders the benefits of
the incentive inherent in the ownership of Common Stock of Service lst Bank by
those key, full-time employees and officers of the Company who will share
responsibility with management of the Company for its future growth and success.

           The word "Affiliate", as used in this Plan, means any bank or
corporation in an unbroken chain of banks or corporations beginning or ending
with the Company, if at the time of the granting of an option, each such bank or
corporation other than the last in that chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one or the other banks or corporations in the chain.

2.   ADMINISTRATION
     --------------

           The following provisions shall govern the administration of the Plan:

               (a)    The Plan shall be administered by a committee of the Board
of Directors duly appointed by the Board (the "Committee") composed of two (2)
or more directors, each of whom is a "disinterested person" within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act"), or successor rule or regulation, i.e. each Committee member has not,
during the one year prior to service as a Committee member, received the grant
of an option under the Plan or

<PAGE>

any other plan of the Company, except that participation in a formula plan
meeting the conditions of Rule 16b-3 under the 1934 Act shall not disqualify a
director from being a "disinterested person". The Board of Directors may from
time to time remove members from or add members to the Committee. Vacancies on
the Committee, however caused, shall be filled by the Board of Directors. The
Board of Directors shall designate a Chairman of the Committee from among the
Committee members. Acts of the Committee (i) at a meeting, held at a time and
place and in accordance with rules adopted by the Committee, at which a quorum
of the Committee is present and acting, or (ii) reduced to and approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.

               (b)    The Company shall effect the grant of options under the
Plan by execution of instruments in writing in a form approved by the Committee.
Subject to the express terms and conditions of the Plan and the terms of any
option outstanding under the Plan, the Committee shall have full power to
construe the Plan and the terms of any option granted under the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan or such
options and to make all other determinations necessary or advisable for the
Plan's administration, including, without limitation, the power to (i) determine
which persons meet the requirements of Section 3 hereof for selection as
participants in the Plan and which persons are considered to be "employees" for
purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and
therefore eligible to receive incentive stock options under the Plan; (ii)
determine to whom of the eligible persons, if any, options shall be granted
under the Plan; (iii) establish the terms and conditions required or permitted
to be included in every option


                                       2
<PAGE>

agreement or any amendments thereto, including whether options to be granted
thereunder shall be "incentive stock options", as defined in the Code, or
"nonstatutory stock options"; (iv) specify the number of shares to be covered by
each option; (v) in the event a particular option is to be an incentive stock
option, determine and incorporate such terms and provisions, as well as
amendments thereto, as shall be required in the judgement of the Board of
Directors or the Committee, so as to provide for or conform such option to any
change in any law, regulation, ruling or interpretation applicable thereto; and
(vi) to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive.

3.   PARTICIPANTS
     ------------

     Participants in the Plan shall be those non-employee directors, officers
and key, full-time, salaried employees of the Company to whom options may be
granted from time to time by the Committee.

4.   THE SHARES
     ----------

           The shares of stock initially subject to options authorized to be
granted under the Plan shall consist of two hundred forty thousand (240,000)
shares of Common Stock (the "Shares") of the Company, or the number and kind of
shares of stock or other securities which shall be substituted for such shares
or to which such shares shall be adjusted as provided in Section 6. The Shares
subject to the Plan may be set aside out of the authorized but unissued shares
of Common Stock of the Company not reserved for any other purpose or out of
shares of Common Stock subject to an option which, for any reason, terminates
unexercised as to the Shares.

                                       3
<PAGE>

5.   GRANTS, TERMS AND CONDITIONS OF OPTIONS
     ---------------------------------------

           Options may be granted at any time prior to the termination of the
Plan to non-employee directors, officers and other key, full-time, salaried
employees of the Company who, in the judgment of the Committee, contribute to
the successful conduct of the Company's operation through their judgment,
interest, ability and special efforts; provided, however, that: (i) for
incentive stock options, the aggregate fair market value of the stock
(determined as of the date the option is granted) which is exercisable for the
first time in any calendar year (under all stock option plans of the Company,
its Affiliates or any predecessor of any such corporation) shall not exceed
$100,000; (ii) except in the case of termination by death or disability or cause
or cessation of status as a director, as set forth in Section 5(c) below, the
granted option must be exercised by optionee no later than three (3) months
after any termination of employment or status as a director with the Company and
said employment or status as a director must have been continuous since the
granting of the option. Further, incentive stock options may only be granted to
full-time, salaried employees of the Company.

           In addition, options granted pursuant to the Plan shall be subject to
the following terms and conditions:

           (a) Number of Shares.

               (i)    Each agreement evidencing an option granted under the Plan
shall state the number of Shares subject to the option.

               (ii)   Each Director who is a Director on the date of adoption of
the Plan by the Board of Directors of the Company (the "Commencement Date")
shall be entitled to a one-time grant of an option to purchase Five Thousand
(5,000) Shares (an "Initial Grant"). The date on which options are granted shall
be referred to as the "Date

                                       4
<PAGE>

of Grant". Options may not be exercised until approval of the Plan by the
Shareholders of the Company at the Company's next Annual Meeting of Shareholders
following adoption of the Plan, which shall thereafter vest as provided in
Section 5(d) hereof.

           (b)  Vesting Period of Options. With respect to each option
granted pursuant to Section 5(a) above, each optionee shall agree to remain as a
director and to render his or her services for a period of at least six (6)
months from the Date of Grant, but such agreement shall not impose upon the
Company any obligation to retain the optionee as a director for any period. No
option may be exercised by any optionee unless and until the optionee has served
continuously as a director, officer or employee for a period of six (6) months
from the Date of Grant of such option, except as set forth in Sections 5(e) and
6 hereof. Options granted pursuant to Section 5(a) shall become exercisable as
to one-third of the options each year on the anniversary of the Date of Grant
until exercisable in full.

           (c)  Option Price. The purchase price (the "Option Price") under each
option shall be not less than one hundred percent (100%) of the fair market
value of the Shares subject thereto on the date the option is granted, as such
value is determined by the Committee. The fair market value of such stock shall
be determined in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2. If,
however, an employee owns stock of the Company possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
the option price of any incentive stock option granted to such optionee shall be
not less than one hundred ten percent (110%) of such fair market value at the
time such option is granted.

                                       5
<PAGE>

           (d)  Duration and Exercise of Options. Each option shall vest in such
manner and at such time at the rate of at least 20% per year up to but not
exceeding five (5) years from the date the option is granted for all
Participants as the Committee shall determine in its sole discretion, provided
that options shall vest pro rata on a monthly basis between the date of grant
and any anniversary of the date of grant; provided, further, that if an
incentive stock option is granted to an employee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, such option by its terms is not exercisable after the
expiration of four (4) years from the date such option is granted. Each option
may be exercised for a period of one hundred twenty (120) months from the date
of grant, subject to the vesting provisions set forth herein. The termination of
the Plan shall not alter the maximum duration, the vesting provisions, or any
other term or condition of any option granted prior to the termination of the
Plan.

         To the extent the right to purchase Shares has vested under a
Participant's stock option agreement, options may be exercised from time to time
by delivering payment in full at the Option Price for the number of Shares being
purchased by either: (i) cash, certified check, official bank check or the
equivalent thereof acceptable to the Company; or (ii) shares of the Company's
Common Stock with a fair market value on the date of exercise equal to the
Option Price; or (iii) a combination of (i) and (ii) above; together with
written notice to the Secretary of the Company identifying the option or part
thereof being exercised and specifying the number of Shares for which payment is
being tendered. The Company shall deliver to the Optionee, which delivery shall
be not less than fifteen (15) days and not more than thirty (30) days after the
giving of such

                                       6
<PAGE>

notice, without transfer or issue tax to the Optionee (or other person entitled
to exercise the option) at the principal office of the Company, or such other
place as shall be mutually acceptable, a certificate or certificates for such
Shares dated the date the options were validly exercised; provided, however,
that the time of such delivery may be postponed by the Company for such period
as may be required for it with reasonable diligence to comply with any
requirements of law. If an option covers incentive and non-statutory stock
options, separate stock certificates shall be issued; one or more for stock
acquired upon exercise of the incentive stock options and one or more for the
stock acquired upon exercise of the non-statutory stock options.

           (e)  Termination of Employment, or Director or Officer Status. Upon
the termination of an Optionee's status as an employee, director or officer of
the Company, his or her rights to exercise an option then held shall be only as
follows:

         DEATH OR DISABILITY: If an Optionee's employment or status as an
officer or director is terminated by death or disability, such Optionee or such
Optionee's qualified representative (in the event of the Optionee's mental
disability) or the Optionee's estate (in the event of the Optionee's death)
shall have the right for a period of twelve (12) months following the date of
such death or disability to exercise the option to the extent the Optionee was
entitled to exercise such option on the date of the Optionee's death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.

         An Optionee's "estate" shall mean the Optionee's legal representative
or any person who acquires the right to exercise an option by reason of the
Optionee's death.

                                       7
<PAGE>

         CAUSE: If an employee or officer is determined by the Board of
Directors to have committed an act of embezzlement, fraud, dishonesty, breach of
fiduciary duty to the Company, or to have deliberately disregarded the rules of
the Company which resulted in loss, damage or injury to the Company, or if an
Optionee (other than a director) makes any unauthorized disclosure of any of the
secrets or confidential information of the Company, induces any client or
customer of the Company to break any contract with the Company or induces any
principal for whom the Company acts as agent to terminate such agency relations,
or engages in any conduct which constitutes unfair competition with the Company,
or if an Optionee is removed from any office of the Company by any bank
regulatory agency or by judicial process, the Optionee or the Optionee's estate
shall be entitled to exercise any option with respect to any Shares for a period
of thirty (30) days after termination of employment or status as a director or
officer. The Optionee may receive payment from the Company for vacation pay, for
services rendered prior to termination, for services for the day on which
termination occurred, for salary in lieu of notice, or for other benefits. In
making such determination, the Board of Directors shall act fairly and shall
give the Optionee an opportunity to appear and be heard at a hearing before the
full Board of Directors and present evidence on the Optionee's behalf. For the
purpose of this paragraph, termination of employment or officer status shall be
deemed to occur when the Company dispatches notice or advice to the Optionee
that the Optionee's employment or status as an officer is terminated and not at
the time of Optionee's receipt thereof.

         OTHER REASONS: If an Optionee's employment or status as a director or
officer is terminated for any other reason other than those mentioned above
under

                                       8
<PAGE>


"Death or Disability" and "Cause", the Optionee may, within three (3) months
following such termination, exercise the option to the extent such option was
exercisable by the Optionee on the date of termination of the Optionee's
employment or status as a director or officer, provided the date of exercise is
in no event after the expiration of the term of the option.

           (f)  Transferability of Option. Each option shall be transferable
only by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code and shall be exercisable during
the Optionee's lifetime only by the Optionee.

           (g)  Other Terms and Conditions. Options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing terms, as
the Committee shall deem appropriate. No option, however, nor anything contained
in the Plan, shall confer upon any Optionee any right to continue in the employ
or in the status as an officer of the Company, nor limit in any way the right of
the Company to terminate an Optionee's employment or status as an officer at any
time.

         Nor shall any option, nor anything contained in the Plan, obligate the
Company or any Affiliate to continue any Optionee's status as a director or to
vote any shares held by the Company's proxy holders in favor of any Optionee at
any shareholders' meeting of the Company at which directors are to be elected.

           (h)  Use of Proceeds from Stock. Proceeds from the sale of Shares
pursuant to the exercise of options granted under the Plan shall constitute
general funds of the Company.

                                       9
<PAGE>

           (i)  Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any Shares until the date of issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date of such issuance, except
as provided in Section 6 hereof.

           (j)  Exercisability of Incentive Stock Options. 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 all such plans of the Company) shall
not exceed $100,000. Any option not complying with this Section 5(j) shall be a
non-qualified stock option.

           (k)  Tax Withholding. The Company may determine that it is required
to withhold taxes relating to the exercise of any option and that such tax
withholding shall be satisfied in a manner satisfactory to the Company before
Shares pursuant to the exercise of an option are delivered to an Optionee. The
Optionee may elect to pay such tax upon the exercise of a stock option by
surrendering a sufficient number of previously issued shares. The value of
Shares surrendered shall be the fair market value of such Shares on the date the
exercise becomes taxable. The election to withhold shares otherwise deliverable
upon exercise of the option, or to surrender previously issued shares, shall be
subject to the approval of the Committee and must be made pursuant to rules
established by the Committee.

6.   ADJUSTMENT OF AND CHANGES IN THE SHARES
     ---------------------------------------

           In the event the shares of Common Stock of the Company, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of reorganization, merger, consolidation, recapitalization,
reclassification, split-up,

                                       10
<PAGE>

combination of shares or otherwise), or if the number of shares of Common Stock
of the Company shall be increased through the payment of a stock dividend or
increased or decreased through a stock split, the Board of Directors shall
substitute for or add to each share of Common Stock of the Company theretofore
appropriated or thereafter subject or which may become subject to an option
under the Plan, the number and kind of shares of stock or other securities into
which each outstanding share of Common Stock of the Company shall be so changed,
or for which each share shall be exchanged, or to which each such share shall be
entitled, as the case may be. In addition, the Committee shall make appropriate
adjustment in the number and kind of shares as to which outstanding options, or
portions thereof then unexercised, shall be exercisable so that any Optionee's
proportionate interest in the Company by reason of his rights under unexercised
portions of such options shall be maintained as before the occurrence of such
event. Such adjustment in outstanding options shall be made without change in
the total price of the unexercised portion of the option and with a
corresponding adjustment in the option price per share.

           In the event of sale, dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving or resulting
corporation, the Committee shall have the power to cause the termination of
every option outstanding hereunder, except that the surviving or resulting
corporation may, in its absolute and uncontrolled discretion, tender an option
or options to purchase its shares on its terms and conditions, both as to the
number of shares and otherwise; provided, however, that in all events the
Optionee shall have the right immediately prior to such sale, dissolution,
liquidation, or merger or consolidation in which the Company is not the
surviving or

                                       11
<PAGE>

resulting corporation to notification thereof as soon as practicable and,
thereafter, to exercise the Optionee's option to purchase Shares subject thereto
to the extent of any unexercised portion of the option, regardless of the
vesting provisions of Sections 5(b) and (d) hereof. This right of exercise shall
be conditioned upon the execution of a final plan of dissolution or liquidation
or a definitive agreement of merger or consolidation.

           In the event of an offer by any person or entity to all shareholders
of the Company to purchase any or all shares of Common Stock of the Company (or
shares of stock or other securities which shall be substituted for such shares
or to which such shares shall be adjusted as provided in Section 6 hereof), any
Optionee under this Plan shall have the right upon the commencement of such
offer to exercise the option and purchase shares subject thereto to the extent
of any unexercised or unvested portion of such option.

           No right to purchase fractional shares shall result from any
adjustment in options pursuant to this Section 6. In case of any such
adjustment, the shares subject to the option shall be rounded down to the
nearest whole share. Notice of any adjustment shall be given by the Company to
each holder of an option which was in fact so adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.

           To the extent the foregoing adjustments relate to stock or securities
of the Company, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. Any issue
by the Company of shares of stock of any class, or securities convertible into
shares of any class, shall not affect the

                                       12
<PAGE>

number or price of shares of Common Stock subject to the option, and no
adjustment by reason thereof shall be made.

           The grant of an option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

7.   LISTING OR QUALIFICATION OF SHARES
     ----------------------------------

           All options granted under the Plan are subject to the requirement
that if at any time the Board of Directors or the Committee shall determine in
its discretion that the listing or qualification of the Shares subject thereto
on any securities exchange or under any applicable law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of or in connection with the issuance of Shares under the option, the
option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any condition not acceptable to the Board of Directors or the Committee.

8.   AMENDMENT AND TERMINATION OF THE PLAN
     -------------------------------------

           The Board of Directors shall have complete power and authority to
terminate or amend the Plan; provided, however, that the Board of Directors
shall not, without the approval of the shareholders of the Company, (i)
materially increase the benefits accruing to Participants under the Plan; (ii)
increase the number of securities which may be issued under the Plan; or (iii)
modify the requirements as to eligibility for participation in the Plan; and
provided further that the terms set forth in Section 5 of the Plan shall not be
amended more than once every six months, other than to comport with changes in
the Internal Revenue Code, the Employee Retirement Income Security Act, or

                                       13
<PAGE>

the rules thereunder. Except as provided in Section 6, no termination,
modification or amendment of the Plan may, without the consent of an employee,
director or officer to whom such option shall theretofore have been granted,
adversely affect the rights of such employee, director or officer under such
option. Unless the Plan shall have been terminated by action of the Board of
Directors prior thereto, it shall terminate ten (10) years from the earlier of
its adoption by the Board of Directors or approval by the Company's
shareholders, unless earlier terminated by the Board of Directors.

           Unless the Plan shall have been terminated by action of the Board of
Directors prior thereto, the Plan shall terminate on November 15, 2009 (ten
years from the date of its adoption).

9.   BINDING EFFECT OF CONDITIONS
     ----------------------------

           The conditions and stipulations herein contained, or in any option
granted pursuant to the Plan shall be, and constitute, a covenant running with
all of the Shares acquired by the optionee pursuant to this Plan, directly or
indirectly, whether the same have been issued or not, and those Shares owned by
the optionee shall not be sold, assigned or transferred by any person save and
except in accordance with the terms and conditions herein provided, and the
optionee shall agree to use best efforts to cause the officers of the Company to
refuse to record on the books of the Company any assignment or transfer made or
attempted to be made except as provided in the Plan and to cause said officers
to refuse to cancel old certificates or to issue or deliver new certificates
therefor where the purchaser or assignee has acquired certificates or the Shares
represented thereby, except strictly in accordance with the provisions of the
Plan.

                                       14
<PAGE>


10.  EFFECTIVENESS OF THE PLAN
     -------------------------

           The Plan shall become effective only upon approval by the Board of
Directors. The grant of any options pursuant to the Plan shall be conditioned
upon the registration of the Shares with the Securities and Exchange Commission
and Qualification of the offer and sale of the Shares pursuant to the Plan with
the Commissioner of Corporations of the State of California, unless in the
opinion of counsel to the Company such registration or qualification is not
necessary.

11.  PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF SALE
     ------------------------------------------------------------------------

           No optionee shall be entitled to the privileges of stock ownership as
to any Shares not actually issued and delivered to the optionee. No Shares shall
be purchased upon the exercise of any option unless and until any applicable
requirements of any regulatory agencies having jurisdiction, and of any
exchanges upon which the Common Stock of the Company may be listed, shall have
been satisfied. The Company shall diligently endeavor to comply with all
applicable securities laws before any options are granted under the Plan and
before any Shares are issued pursuant to the exercise of such options. The
optionee shall give the Company notice of any sale or other disposition of any
such Shares not more than five (5) days after such sale or other disposition.

12.  INDEMNIFICATION
     ---------------

           The Company shall indemnify its "agents", as defined in Section 317
of the California Corporations Code, to the full extent permitted by Section
317, as amended from time to time, or as permitted by any successor statute to
Section 317, and by the Company's Articles of Incorporation.

                                       15
<PAGE>

13.  INFORMATION TO OPTIONEES
     ------------------------

           The Company shall provide to each optionee during the period for
which he or she has one or more options outstanding, copies of all annual
reports and other information which are provided to all shareholders of the
Company. The Company shall not be required to provide such information to
directors or key employees whose duties in connection with the Company assure
their access to equivalent information.



                                       16
<PAGE>

                                SERVICE 1st BANK

                      1999 INCENTIVE STOCK OPTION AGREEMENT
                      -------------------------------------

                                                                  Date of Grant:

TO:

         We are pleased to notify you that Service 1st Bank (the "Company") this
day hereby grants to you an option to purchase all or any part of __________
shares of the Common Stock of the Company (the "Shares") at the Option Price of
____________ per share (the "Option") as a Stock Option under the Company's 1999
Stock Option Plan (the "Plan").

         THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE
PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A
COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.

         THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY
SHAREHOLDERS HOLDING A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF THE
COMPANY.

         1.    Purpose of the Option.
               ---------------------

         One of the purposes of the Plan is to advance the interests of the
Company by stimulating the efforts of officers and full-time salaried employees
on behalf of the Company, by granting them financial participation in the
progress and success of the Company.

         2.    Signature on Option Agreement.
               -----------------------------

         This option cannot be exercised unless you first sign this document in
the place provided and return it to the Secretary of the Company. If you fail to
do so, this option will terminate and be of no effect. However, your signing and
delivering this letter will not bind you to
<PAGE>

purchase any of the shares subject to this Option. Your obligation to purchase
the Shares can arise only when you exercise this Option in the manner set forth
in Paragraph 3 below.

         3.    Terms of Option and Exercise of Option.
               --------------------------------------

         The aggregate fair market value (as determined at the time the option
is granted) of the shares pursuant to this Agreement which are exercisable by
you for the first time during any calendar year shall not exceed $100,000 under
all stock option plans of the Company, its affiliates or any predecessor of any
such corporation.

         Subject to the provisions of Paragraph 4 below and this Paragraph 3,
this Option can be exercised by you at any time during a period of ____________
(______________) months from the granting date as follows:

              (a)    After the expiration of ______________________
(___________) months from the granting date, this Option may be exercised to the
extent of ________________percent (__________________%) of the Shares;

               (b)    After the expiration of _____________(__________) months
from the granting date, this Option may be exercised to the extent of an
additional ___________ percent (______________%) of the Shares;

               (c)    After the expiration of _____________(__________) months
from the granting date, this Option may be exercised to the extent of an
additional __________________ percent (___%) of the Shares;

               (d)    After the expiration of__________________ (____) months
from the granting date, this option may be exercised to the extent of an
additional ___________percent(_____%) of the Shares.

                                       2
<PAGE>

               (e)    after the expiration of _____________(__________) months
from the granting date, this Option may be exercised to the extent of an
additional ___________________ percent (______________%) of the Shares.

         Any portion of the Option that you do not exercise shall accumulate and
can be exercised by you any time prior to the expiration of _____________
(___________ ) months from the date of grant.

         This Option may be exercised by delivering to the Secretary of the
Company payment in full at the Option Price for the number of Shares being
purchased in either: (i) cash or by certified check or official bank check or
the equivalent thereof acceptable to the Company; or (ii) shares of the
Company's Common Stock with a fair market value on the date of exercise equal to
the Option Price; or (iii) a combination of (i) and (ii) above; together with a
written notice in a form satisfactory to the Company, signed by you specifying
the number of Shares you then desire to purchase and the time of delivery
thereof, which shall not be less than fifteen (15) days and not more than thirty
(30) days after the giving of such notice unless an earlier or later date is
mutually agreed upon. At such time the Company shall, without transfer or issue
tax deliver to you (or such other person entitled to exercise the option) at the
principal office of the Company, or such other place as shall be mutually
acceptable, a certificate or certificates for such Shares dated the date the
Options were validly exercised; provided, however, that the time of such
delivery may be postponed by the Company for such period as may be required for
it with reasonable diligence to comply with any requirements of law. No
fractional Shares shall be issued or delivered.

                                       3
<PAGE>

         As a holder of an Option, you shall have the rights of a shareholder
with respect to the Shares subject to this Option only after such Shares shall
have been issued to you upon the exercise of this option.

         4.    Termination of Office or Employment.
               -----------------------------------

         If your status as an employee or officer of the Company or its
Affiliates (as such term is defined in the Plan) is terminated for any reason
other than death, disability or cause, this Option may be exercised within three
(3) months from the date of such termination to the extent you were entitled to
exercise the Option on the date of termination, but in no event may this Option
be exercised after the expiration of the term of this Option. If, however, you
are removed from your office or your employment with the Company or its
Affiliates is terminated for cause as defined in the Plan, this Option shall
expire thirty (30) days after the time notice or advice of such removal or
termination is dispatched by the Company or its Affiliates and notwithstanding
anything else herein to the contrary, neither you nor your estate shall be
entitled to exercise any Option with respect to any Shares whatsoever after
thirty (30) days following such removal or termination.

         5.    Death or Disability.
               -------------------

         If you die or become disabled while an officer or employee of the
Company or its Affiliates, the Option may be exercised in whole or in part by
you or your qualified representative (in the event of your mental disability) or
by the duly authorized executor of your Will or by the duly authorized
administrator or special administrator of your estate (in the event of your
death) within twelve (12) months from the date of your death or disability to
the extent that you had the right to exercise this Option on the date of your
death or disability, but in no event after the expiration of the term of this
Option.

                                       4
<PAGE>

         Disability shall be determined under Section 422 of the Code in effect
at the date of such disability. Section 422 of the Code currently uses the
definition of Section 22(e)(3) of the Code which states:

         "(3) PERMANENT AND TOTAL DISABILITY DEFINED -- An individual
         is permanently and totally disabled if he is unable to engage
         in any substantial gainful activity by reason of any
         medically determinable physical or mental impairment which
         can be expected to result in death or which has lasted or can
         be expected to last for a continuous period of not less than
         12 months. An individual shall not be considered to be
         permanently and totally disabled unless he furnishes proof of
         the existence thereof in such form and manner, and at such
         times, as the Secretary may require."

         6.    Nontransferability of Option.
               ----------------------------

         This Option shall not be transferable except by Will or the laws of
descent and distribution, and this Option may be exercised during your lifetime
only by you. Any purported transfer or assignment of this Option shall be void
and of no effect, and shall give the Company the right to terminate this Option
as of the date of such purported transfer or assignment.

         7.    Adjustment of and Changes in the Shares.
               ---------------------------------------

         Notwithstanding the preceding provisions of this Option Agreement, upon
receipt of notice from the Stock Option Committee or the Board of Directors of
the pendency of dissolution or liquidation of the Company or a reorganization,
merger, or consolidation of the Company with one or more corporations as a
result of which the Company will not be the surviving corporation, or a sale of
substantially all the assets and property of the Company to another person (a
"Terminating Event"), this option shall be exercisable in full and not only as
to those shares with respect to which installments, if any, have then accrued.
Upon the date thirty (30) days after receipt of said notice, this option or any
portion hereof not exercised shall terminate, unless provision shall be made in

                                       5
<PAGE>

connection with the Terminating Event for assumption of this Option or for
substitution for this Option of new options covering stock of a successor
employer corporation, or a parent or subsidiary corporation thereof, solely at
the option of such successor corporation or parent or subsidiary corporation,
with appropriate adjustments as to the number and kind of shares and prices.

         8.    Subject to Terms of the Plan.
               ----------------------------

         This Agreement shall be subject in all respects to the terms and
conditions of the Plan. Your signature herein represents your acknowledgement of
receipt of a copy of the Plan. Any dispute or disagreement which shall arise
under or as a result of or pursuant to this Agreement shall be finally and
conclusively determined by the Board of Directors of the Company or duly
appointed Committee in its sole discretion, and such determination shall be
binding upon all parties.

         9.    Grant and Exercise of Option: Conditions.
               ----------------------------------------

         The grant of this option is conditioned upon approval of the Plan by
the shareholders of the Company, registration of the Shares with the Securities
and Exchange Commission and qualification of the offer and sale of the Shares to
be issued under the Plan by the Commissioner of Corporations of the State of
California, unless in the opinion of counsel to the Company such registration or
qualification is not necessary.

         10.   Tax Effects.
               -----------

         THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND
SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME
VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE (OR HIS
GUARDIAN, ESTATE OR LEGATEE) SHOULD

                                       6
<PAGE>

CONSULT WITH HIS OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF
ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.

         11.   Rights as a Shareholder.
               -----------------------

         You have no rights as a shareholder of the Company with respect to any
Shares until the date of the issuance of a stock certificate to you for such
Shares.

         12.   Notification of Sales.
               ---------------------

         You agree that you, or any person acquiring Shares upon exercise of
this Option, will notify the Company not more than five (5) days after any sale
or disposition of such Shares.

         13.   Information to Optionees.
               ------------------------

         The Company shall provide to you during the period for which you have
one or more options outstanding copies of all annual reports and other
information which are provided to all shareholders of the Company. The Company
is not required to provide such information to key employees whose duties assure
their access to equivalent information.

         14.   Tax Withholding.
               ---------------

         Where in the opinion of counsel to the Company it would be appropriate
for the Company to withhold taxes relating to the exercise of any option, the
Committee may in its discretion require that such tax obligation be satisfied in
a manner satisfactory to the Company before shares deliverable pursuant to the
exercise of such option are transferred to the optionee. The optionee may make
an election to pay such tax by surrendering a sufficient number of previously
issued Shares. The value of Shares surrendered shall be the fair market value of
such Shares on the date the exercise becomes taxable. The election to withhold
shares otherwise deliverable upon

                                       7
<PAGE>

exercise of the option, or to surrender previously issued Shares, shall be
subject to the approval of the Committee and must be made pursuant to rules
established by the Committee.

                                       Service 1st Bank


                                       By:______________________________________

                                       Its:_____________________________________



Agreed to this ________day of ______, 19__.


______________________________________
Signature of Optionee
<PAGE>

                                SERVICE 1ST BANK

                               1999 NON-QUALIFIED

                             STOCK OPTION AGREEMENT
                             ----------------------

                                                                  Date of Grant:

TO:

         We are pleased to notify you that Service 1st Bank (the "Company") this
day hereby grants to you an option to purchase all or any part of __________
shares of the Common Stock of the Company (the "Shares") at the Option Price
of ________ per share (the "Option") as a Stock Option under the Company's 1999
Stock Option Plan (the "Plan").

         THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE
PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A
COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.

         THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY
SHAREHOLDERS HOLDING A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF THE
COMPANY.

         1.    Purpose of the Option.
               ---------------------

         One of the purposes of the Plan is to advance the interests of the
Company by stimulating the efforts of officers, directors and full-time salaried
employees on behalf of the Company, by granting them financial participation in
the progress and success of the Company.
<PAGE>

         2.    Signature on Option Agreement.
               -----------------------------

         This option cannot be exercised unless you first sign this document in
the place provided and return it to the Secretary of the Company. If you fail to
do so, this option will terminate and be of no effect. However, your signing and
delivering this letter will not bind you to purchase any of the shares subject
to the option. Your obligation to purchase the Shares can arise only when you
exercise this option in the manner set forth in Paragraph 3 below.

         3.    Terms of Option and Exercise of Option.
               --------------------------------------

         Subject to the provisions of Paragraph 4 below and this Paragraph 3,
this option can be exercised by you at any time during a period of
__________________ (____) months from the granting date as follows:

               (a)    After the expiration of__________________ (____) months
from the granting date, this option may be exercised to the extent of not more
than __________________ percent (_____________%) of the Shares.

               (b)    After the expiration of__________________ (____) months
from the granting date, this option may be exercised to the extent of an
additional ________________percent (______%) of the shares.

               (c)    After the expiration of_________________ (____)months from
the granting date, this option may be exercised to the extent of an additional
_______________ percent (_________%) of the Shares.

                                       2
<PAGE>

               (d)    After the expiration of__________________ (____) months
from the granting date, this option may be exercised to the extent of an
additional ___________percent(_____%) of the Shares.

               (e)    After the expiration of__________________ (____) months
from the granting date, this option may be exercised to the extent of an
additional ___________ percent (______%) of the Shares.

               (f)    After the expiration of__________________ (____) months
from the granting date, this option may be exercised to the extent of an
additional _____________ percent (___________%) of the Shares.

         Any portion of the options that you do not exercise shall accumulate
and can be exercised by you any time prior to the expiration of________________
(___________) months from the granting date.

         This option may be exercised by delivering to the Secretary of the
Company, payment in full at the Option Price for the number of Shares being
purchased in either: (i) cash or by certified check or official bank check or
the equivalent thereof acceptable to the Company; or (ii) shares of the
Company's Common Stock with a fair market value on the date of exercise equal to
the Option Price; or (iii) a combination of (i) and (ii) above; together with a
written notice in a form satisfactory to the Company, signed by you specifying
the number of Shares you then desire to purchase and the time of delivery
thereof, which shall not be less than fifteen (15) days and not more than thirty
(30) days after the giving of such notice unless an earlier or later date is
mutually agreed upon. At such time, the Company shall, without transfer or issue
tax to you (or such other person entitled to exercise the

                                       3
<PAGE>

option), deliver to you (or such other person entitled to exercise the option)
at the principal office of the Company, or such other place as shall be mutually
acceptable a certificate or certificates for such shares dated the date the
options were validly exercised; provided, however, that the time of such
delivery may be postponed by the Company for such period as may be required for
it with reasonable diligence to comply with any requirements of law. No
fractional shares shall be issued or delivered.

         As a holder of an option, you shall have the rights of a shareholder
with respect to the Shares subject to this option only after such Shares shall
have been issued to you upon the exercise of this option.

         4.    Termination of Officer or Director Status or Employment.
               -------------------------------------------------------

         If your status as an employee, director or officer of the Company or
its Affiliates (as such term is defined in the Plan) is terminated for any
reason other than death, disability or cause, this option may be exercised
within three (3) months from the date of such termination to the extent you were
entitled to exercise the option on the date of termination, but in no event may
this option be exercised after the expiration of the term of this option. If,
however, you are removed from your office as an officer or director or your
employment with the Company or its Affiliate is terminated for cause as defined
in the Plan, this option shall expire thirty (30) days after the time notice or
advice of such removal or termination is dispatched by the Company or its
Affiliates, or in the instance of a non-employee director at the time of any
removal proceeding by any appropriate bank regulatory agency or by judicial
process and notwithstanding anything else herein to the contrary, neither you
nor your estate shall be entitled to exercise any option with respect to any
Shares whatsoever after thirty (30) days following such removal or termination.

                                       4
<PAGE>

         5.    Death or Disability.
               -------------------

         If you die or become disabled while an officer, director or employee of
the Company or its Affiliates, the option may be exercised in whole or in part
by you or your qualified representative (in the event of your mental disability)
or by the duly authorized executor of your Will or by the duly authorized
administrator or special administrator of your estate (in the event of your
death) within twelve (12) months from the date of your death or disability to
the extent that you had the right to exercise this option on the date of your
death or disability, but in no event after the expiration of the term of this
option.

         Disability shall be determined under Section 422 of the Code in effect
at the date of such disability. Section 422 of the Code currently uses the
definition of Section 22(e)(3) of the Code which states:

         "(3) PERMANENT AND TOTAL DISABILITY DEFINED -- An individual
         is permanently and totally disabled if he is unable to engage
         in any substantial gainful activity by reason of any
         medically determinable physical or mental impairment which
         can be expected to result in death or which has lasted or can
         be expected to last for a continuous period of not less than
         12 months. An individual shall not be considered to be
         permanently and totally disabled unless he furnishes proof of
         the existence thereof in such form and manner, and at such
         times, as the Secretary may require."

                                       5
<PAGE>

         6.    Nontransferability of Option.
               ----------------------------

         This option shall not be transferable except by Will or the laws of
descent and distribution, and this option may be exercised during your lifetime
only by you. Any purported transfer or assignment of this option shall be void
and of no effect, and shall give the Company the right to terminate this option
as of the date of such purported transfer or assignment.

         7.    Adjustment of and Changes in the Shares.
               ---------------------------------------

         Notwithstanding the preceding provisions of this option agreement, upon
receipt of notice from the Stock Option Committee or the Board of Directors of
the pendency of dissolution or liquidation of the Company or a reorganization,
merger, or consolidation of the Company with one or more corporations as a
result of which the Company will not be the surviving corporation, or a sale of
substantially all the assets and property of the Company to another person (a
"Terminating Event"), this option shall be exercisable in full and not only as
to those shares with respect to which installments, if any, have then accrued.
Upon the date thirty (30) days after receipt of said notice, this option or any
portion hereof not exercised shall terminate, unless provision shall be made in
connection with the Terminating Event for assumption of this option or for
substitution for this option of new options covering stock of a successor
employer corporation, or a parent or subsidiary corporation thereof, solely at
the option of such successor corporation or parent or subsidiary corporation,
with appropriate adjustments as to the number and kind of shares and prices.

                                       6
<PAGE>

         8.    Subject to Terms of the Plan.
               ----------------------------

         This Agreement shall be subject in all respects to the terms and
conditions of the Plan. Your signature herein represents your acknowledgment of
receipt of a copy of the Plan. Any dispute or disagreement which shall arise
under or as a result of or pursuant to this agreement shall be finally and
conclusively determined by the Board of Directors of the Company or duly
appointed Committee in its sole discretion, and such determination shall be
binding upon all parties.

         9.    Grant and Exercise of Option: Conditions.
               ----------------------------------------

         The grant of this option is conditioned upon approval of the Plan by
the shareholders of the Company, registration of the Shares with the Securities
and Exchange Commission and qualification of the offer and sale of the Shares to
be issued under the Plan by the Commissioner of Corporations of the State of
California, unless in the opinion of counsel to the Company such registration or
qualification is not necessary.

         10.   Tax Effects.
               -----------

         THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE OR DIRECTOR STOCK OPTIONS ARE
COMPLEX AND SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH
THAT SOME VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE
(OR HIS GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR
BEFORE EXERCISING

                                       7
<PAGE>

ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.

         11.   Rights as a Shareholder.
               -----------------------

         You have no rights as a shareholder of the Company with respect to any
Shares until the date of the issuance of a stock certificate to you for such
Shares.

         12.   Notification of Sales.
               ---------------------

         You agree that you, or any person acquiring Shares upon exercise of
this Option, will notify the Company not more than five (5) days after any sale
or disposition of such Shares.

         13.   Information to Optionees.
               ------------------------

         The Company shall provide to you during the period for which you have
one or more options outstanding copies of all annual reports and other
information which are provided to all shareholders of the Company. The Company
is not required to provide such information to key employees whose duties assure
their access to equivalent information.

         14.   Tax Withholding.
               ---------------

         Where in the opinion of counsel to the Company it would be appropriate
for the Company to withhold taxes relating to the exercise of any option, the
Committee may in its discretion require that such tax obligation be satisfied in
a manner satisfactory to the Company before shares deliverable pursuant to the
exercise of such option are transferred to the optionee. The optionee may make
an election to pay such tax by surrendering a sufficient number of previously

                                       8
<PAGE>

issued Shares. The value of Shares surrendered shall be the fair market value of
such Shares on the date the exercise becomes taxable. The election to withhold
shares otherwise deliverable upon exercise of the option, or to surrender
previously issued Shares, shall be subject to the approval of the Committee and
must be made pursuant to rules established by the Committee.


                                       Service 1st Bank


                                       By:______________________________________

                                       Its:_____________________________________


Agreed to this ___day of __________, 19______.

___________________________________
Signature of Optionee


                                        9