EXHIBIT 4.6



                                STOCK PURCHASE
                               AND LOAN AGREEMENT



     THIS STOCK PURCHASE AND LOAN AGREEMENT ("the Agreement") is entered into as
of this 15th day of December,  2004 by and between  HEATHER KNUFF, an individual
("Knuff") and SUTTER HOLDING COMPANY,  INC. a Delaware  corporation,  and all of
its subsidiaries (collectively "Sutter" or the "Company").

     WHEREAS,  Knuff  has  agreed  to make a  $650,000  investment  in Sutter as
provided in this Agreement.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

Agreement
---------

     1. Loan.  Knuff  hereby  agrees to loan to Sutter the sum of $650,000  (the
"Loan").  The Loan shall be evidenced  by a promissory  note (the "Note") in the
principal amount of $650,000 in the form attached hereto as Exhibit A.

     2. Security. All obligations of Sutter hereunder shall be secured by a lien
and  security  interest in favor of Knuff in and to all of the assets of Sutter,
including  but not  limited to fixed  assets,  leases,  leasehold  improvements,
office and production equipment,  accounts,  contracts, contract rights, claims,
choses  in  action,  receivables,  inventory,  work in  process,  equipment  and
intellectual  property.  As a  condition  to  advancing  the  sum set  forth  in
Paragraph  1 above,  Sutter  shall  execute  and  deliver  to  Knuff a  security
agreement  substantially in the form attached hereto as Exhibit B (the "Security
Agreement")  and a UCC-1  financing  statement in a form acceptable to Knuff for
filing in the State of California (the "Financing  Statement").  This Agreement,
the Note,  the Security  Agreement,  and the  Financing  Statement are sometimes
referred to collectively herein as the "Transaction  Documents" and individually
as a "Transaction Document".

     3.  Term.  The  outstanding  balance of the Loan shall be payable in full 6
months after the date of the Note (the "Maturity Date").

     4. Warrants to Purchase Common Stock of Sutter.

     4.1 As additional consideration for the loan, Sutter hereby agrees to issue
to Knuff twenty-thousand (20,000) Warrants to purchase shares of common stock of
Sutter  ("Warrants"  and  "Shares",  respectively)  substantially  in  the  form
attached hereto as Exhibit C.

     4.2 The Warrants issued  hereunder  shall be fully paid Warrants,  and have
all of the rights and benefits of any other Warrants of Sutter now outstanding.

     4.3 In connection with the Loan and the issuance of the Warrants hereunder,
Knuff represents and warrants to the Company that:


<PAGE>

(1)      Knuff understands that (A) the Warrants have not been registered under
         the Securities Act, nor qualified under the securities laws of any
         other jurisdiction, (B) the Warrants constitute "restricted securities"
         for purposes of the Securities Act, (C) the Warrants cannot be resold
         unless they subsequently are registered under the Securities Act and
         qualified under applicable state securities laws, unless the Company
         determines that exemptions from such registration and qualification
         requirements are available, and (D) Knuff has no right to require such
         registration or qualification;

(2)      The Warrants to be acquired by Knuff pursuant to this Agreement will be
         acquired for Knuff's own account and not with a view to, or intention
         of, distribution thereof in violation of the Securities Act, or any
         applicable state securities laws, and the Shares will not be disposed
         of in contravention of the Securities Act or any applicable state
         securities laws;

(3)      Knuff is an "accredited investor" within the meaning of Regulation D
         under the Securities Act.

         4.4 Securities Matters. Subject to the accuracy of the representations
         of Knuff set forth in Section 4.4 hereof, the offer, sale and issuance
         of the Warrants as contemplated by this Agreement are exempt from the
         registration requirements of the Securities Act.

         4.5     Restrictions on Transfer of Shares and Warrants.

(1) Knuff is advised that federal and state securities laws govern and restrict
Knuff's right to offer, sell or otherwise dispose of any securities unless
Knuff's offer, sale or other disposition thereof is registered under the
Securities Act and state securities laws, or in the opinion of the Company's
counsel, such offer, sale or other disposition is exempt from registration or
qualification thereunder. Knuff agrees that she will not offer, sell or
otherwise dispose of any such securities in any manner which would: (i) require
the Company to file any registration statement with the Commission (or any
similar filing under state law) or to amend or supplement any such filing or
(ii) violate or cause the Company to violate the Securities Act, the rules and
regulations promulgated thereunder or any other state or federal law. The
certificates for any securities will bear such legends as the Company deems
necessary or desirable in connection with the Securities Act or other rules,
regulations or laws.

     5. Representations and Warranties of Sutter.

                  (a) Organization. Sutter is a corporation duly incorporated,
validly existing, and in good standing under the laws of the State of
California, and is in good standing and qualified to do business in the State of
California.

                  (b) Corporate Power. Sutter has all requisite corporate power
to execute and deliver this Agreement and to carry out and perform its
obligation under the terms of this Agreement, and the person executing this
Agreement has the requisite authority to do so.

                  (c) Authorization. All corporate action on the part of Sutter,
its directors and shareholders, necessary for the authorization, execution,
delivery, and performance of this Agreement, and the performance of its
respective obligations hereunder, including the issuance and delivery of the


                                       2
<PAGE>

Note, and the Shares has been taken or will be taken prior to closing. Sutter
agrees to take all reasonably necessary corporate action to reserve or authorize
the equity securities issuable upon conversion of the Note, if applicable. The
Transaction Documents, when executed and delivered by Sutter, shall constitute
valid and binding obligations of Sutter enforceable in accordance with their
terms, subject to laws of general application relating to bankruptcy,
insolvency, and the relief of debtors. Upon conversion of the Note, the equity
securities of Sutter will be validly issued, fully paid, and nonassessable and
free of any liens or encumbrances.

                  (d) Governmental Consents. All consents, approvals, orders, or
authorizations of, or registrations, qualifications, designations, declarations,
or filings with, any governmental authority, required on the part of Sutter in
connection with the valid execution and delivery of this Agreement, the offer,
sale, or issuance of the equity securities issuable upon conversion of the Note
or the consummation of any other transaction contemplated hereby shall have been
obtained and will be effective at the closing, except for notices required or
permitted to be filed with certain state and federal securities commissions,
which notices will be filed on a timely basis.

     6.  Cross-Default.  Any Event of  Default  (as such term is  defined in the
Promissory  Note) which  occurs  under any of the  Transaction  Documents  shall
automatically  be  deemed  an  Event of  Default  under  all of the  Transaction
Documents  and Knuff shall be entitled to exercise  all or any of the rights and
remedies  available to Knuff under the  Transaction  Documents in any order,  at
Knuff's sole discretion, after the occurrence of an Event of Default.

     7.  Senior  Securities.  Sutter  agrees  that so long as the  Note  remains
unpaid,  in full or part,  Sutter shall not issue any  securities  senior to the
Note without the prior written agreement of Knuff.

     8. Miscellaneous.

                  (a) Binding Agreement; Further Assurances; Enforceablility of
Terms. The terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
third party any rights, remedies, obligations, or liabilities under or by reason
of this Agreement except as expressly provided in this Agreement. Each party
shall execute such other and further documents, and take such other and further
actions as are reasonably necessary to carry out the intents and purposes of
this Agreement and the Transaction Documents, without notice and additional
consideration. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be or become prohibited or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
of the remaining provisions of this Agreement.

                  (b) Governing Law; Attorneys Fees. This Agreement shall be
governed by and construed under the laws of the State of California. Any action
on this agreement may be brought in San Francisco, California. In the event


                                       3
<PAGE>

either party should initiate legal action to enforce such party's rights, or to
collect damages on account of a breach of this Agreement, the non-prevailing
party shall pay to the prevailing party all costs and attorneys fees incurred.

                  (c) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument

                  (d) Titles and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                  (e) Modification; Waiver. No modification or waiver of any
provision of this Agreement, or delay in enforcing any right or remedy, or
consent to departure therefrom shall be effective unless in writing and approved
by the parties.

                  (f) Notices. All notices and other communications with respect
to this Agreement shall be in writing, mailed, telefaxed, emailed

                if to Sutter; at:
                 Sutter Holding Company, Inc.
                 220 Montgomery Street, Suite 2100
                 San Francisco, CA 94104
                 Attn: Rob Dixon

                if to Knuff; at:
                 Heather Knuff

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


     IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of the
date first written above.

                               SUTTER HOLDING COMPANY, INC.


                               By: /s/ ROBERT E. DIXON
                                   --------------------------------
                                   Robert E Dixon, Co-Chief Executive Officer





                               By: /s/ HEATHER KNUFF
                                   --------------------------------
                                   Heather Knuff


                                       4