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EXHIBIT 4.5


                         CALIFORNIA INDEPENDENT BANCORP
                    INCENTIVE STOCK OPTION EXERCISE AGREEMENT

         This Incentive Stock Option Exercise Agreement (the "Exercise
Agreement") is made as of the ______ day of _____________, _____, by and between
California Independent Bancorp (the "Company") and _____________________, (the
"Purchaser");

         WHEREAS, pursuant to the Incentive Stock Option Agreement dated
_______________ ("Option Agreement") the Company granted to Purchaser an
incentive stock option to acquire all or any part of _______________ (_______)
authorized but unissued shares of the Company's common stock at the price of
_____________ dollars and _______ cents ($__.__) per share (the "Exercise
Price"), subject to the terms and conditions hereinafter stated (the "Option");

         WHEREAS, pursuant to the Company's 2000 Equity Incentive Plan (the
"Plan") the total number of shares subject to the Options has been adjusted to
_______________ (_______) authorized but unissued shares of common stock (the
"Shares");

         WHEREAS, Purchaser desires to exercise the Option;

         NOW, THEREFORE, it is hereby agreed:

         1.  EXERCISE OF OPTION.

             (a)  EXERCISE.  Subject to the terms and conditions of this
Exercise Agreement, the Plan, and the Option Agreement, Purchaser hereby
irrevocably elects to exercise the Option as follows: Purchaser purchases from
the Company, and the Company hereby sells to Purchaser, ____________________
(____) shares of its common stock at the Exercise Price for an aggregate
purchase price of $_________________ (the "Purchase Price").

             (b)  TITLE TO SHARES.  The exact spelling of the name(s) under
which Purchaser will take title to the Shares is:

         _________________________________________________
         _________________________________________________

         Purchaser desires to take title to the Shares as follows:


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                  [_]  Individual, as separate property
                  [_]  Husband and wife, as community property
                  [_]  Joint Tenants
                  [_]  Alone or with spouse as trustee(s) of the following trust
                       (including date):

                       _________________________________________________
                       _________________________________________________

                  [_]  Other; please specify:___________________________
                       _________________________________________________

                  (c) Purchaser hereby delivers payment of the Exercise Price
of $____________ and the withholding tax obligation in the amount of
$________________ in the manner permitted in the Option Agreement as follows
(check and complete as appropriate):

         $___________  [_]  Cash

         $___________  [_]  Cash equivalent (e.g., certified check, official
                            bank check or money order)

         $___________  [_]  ___________ shares of Company common stock

         $___________  [_]  Direction to _______________, an approved securities
                            broker, to sell _______________ shares of the
                            Company's common stock and to deliver all or part of
                            the sales proceeds to the Company

         $___________  [_]  Irrevocable direction to pledge shares of Company
                            common stock to _______________________, a
                            securities broker or lender approved by the
                            Company, as security for a loan, and to deliver all
                            or part of the loan proceeds to the Company.

         2.  REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser represents
and warrants to the Company that:

             (a)  AGREES TO TERMS OF THE PLAN.  Purchaser has received a copy
of the Plan and the Option Agreement, has read and understands the terms of
the Plan, the Option Agreement and this Exercise Agreement, and agrees to be
bound by their terms and conditions. Purchaser acknowledges that there may be
adverse tax consequences upon exercise of the Option or disposition of the
Shares, and that Purchaser should consult a tax adviser prior to such
exercise or disposition.


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             (b)  ACCESS TO INFORMATION.  Purchaser has had access to all
information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably
considers important in making the decision to purchase the Shares, and
Purchaser has had ample opportunity to ask questions of the Company's
representatives concerning such matters and this investment.

             (c)  UNDERSTANDING OF RISKS.  Purchaser is fully aware of: (i)
the highly speculative nature of the investment in the Shares; (ii) the
financial hazards involved; (iii) the lack of liquidity of the Shares and the
restrictions on transferability of the Shares (e.g., that Purchaser may not
be able to sell or dispose of the Shares or use them as collateral for
loans); (iv) the qualifications and backgrounds of the management of the
Company; and (v) the tax consequences of investment in the Shares. Purchaser
is capable of evaluating the merits and risks of this investment, has the
ability to protect Purchaser's own interests in this transaction and is
financially capable of bearing a total loss of this investment.

             (d)  NO GENERAL SOLICITATION.  At no time was Purchaser
presented with or solicited by any publicly issued or circulated newspaper,
mail, radio, television or other form of general advertising or solicitation
in connection with the offer, sale and purchase of the Shares.

         3.  TAX CONSEQUENCES.  PURCHASER UNDERSTANDS THAT PURCHASER MAY
SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR
DISPOSITION OF THE SHARES. PURCHASER REPRESENTS THAT PURCHASER HAS CONSULTED
WITH ANY TAX ADVISER PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE
PURCHASE OR DISPOSITION OF THE SHARES AND THAT PURCHASER IS NOT RELYING ON
THE COMPANY FOR ANY TAX ADVICE.

         4.  COMPLIANCE WITH LAWS AND REGULATIONS.  The issuance and transfer
of the Shares will be subject to and conditioned upon compliance by the
Company and Purchaser with all applicable state and U.S. Federal laws and
regulations and with all applicable requirements of any stock exchange or
automated quotation system on which the Company's common stock may be listed
or quoted at the time of such issuance or transfer.

         5.  SUCCESSORS AND ASSIGNS.  The Company may assign any of its
rights under this Exercise Agreement. This Exercise Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer herein set forth, this
Exercise Agreement will be binding upon Purchaser and Purchaser's heirs,
executors, administrators, legal representatives, successors and assigns.

         6.  GOVERNING LAW; SEVERABILITY.  This Exercise Agreement shall be


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governed by and construed in accordance with the internal laws of the State
of California as such laws are applied to agreements between California
residents entered into and to be performed entirely within California. If any
provision of this Exercise Agreement is determined by a court of law to be
illegal or unenforceable, then such provision will be enforced to the maximum
extent possible and the other provisions will remain fully effective and
enforceable.

         7.  HEADINGS.  The captions and headings of this Exercise Agreement
are included for ease of reference only and will be disregarded in
interpreting or construing this Exercise Agreement. All references herein to
Sections will refer to Sections of this Exercise Agreement.

         8.  ENTIRE AGREEMENT.  The Plan, the Option Agreement and this Exercise
Agreement, together with all of its Exhibits, constitute the entire agreement
and understanding of the parties with respect to the subject matter of this
Exercise Agreement, and supersede all prior understandings and agreements,
whether oral or written, between the parties hereto with respect to the specific
subject matter hereof.

         9.  COUNTERPARTS.  This Exercise Agreement may be executed in one or
more counterparts, each of which when taken together shall constitute one and
the same instrument.

                                            CALIFORNIA INDEPENDENT BANCORP

                                            By: ________________________________

                                                   (_______________________)

                                            Address: P.O. Box 929002
                                                     Yuba City, CA 95992

                                            Purchaser:

                                            ____________________________________

                                                   (_______________________)

                                            Address: ____________________

                                                     ____________________


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