POINT WEST CAPITAL CORPORATION

                        Incentive Stock Option Agreement
                        --------------------------------

                  INCENTIVE  STOCK  OPTION  AGREEMENT,  dated as of November 11,
                                                                    -----------
1999 (this "Agreement"),  between __________ ("Optionee") and Point West Capital
----
Corporation, a Delaware corporation (the "Company").

                              W I T N E S S E T H:

                  WHEREAS, Optionee is an employee of the Company;

                  WHEREAS,  the execution of an incentive stock option agreement
in the form hereof has been duly authorized by a resolution of the  Compensation
Committee  (the  "Committee")  of the Board of  Directors  ("the  Board") of the
Company duly adopted (i) at a regular or special  meeting of the Committee  held
on, or (ii) by the  unanimous  written  consent of the members of the  Committee
effective on, November 11, 1999 (the "Date of Grant") and incorporated herein by
              -----------------
reference; and

                  WHEREAS,  the option  granted  hereunder  is intended to be an
"incentive  stock  option"  within the meaning of that term under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual agreements herein contained, the parties hereto hereby agree as follows:

1. (a) Option.  Subject to Section 14,  pursuant  to the  Company's  Amended and
Restated  1995 Stock  Option Plan (the  "Plan"),  the Company  hereby  grants to
Optionee  an option  (the  "Option")  to purchase  50,000  shares  (the  "Option
                                                   ------
Shares")  of the  Company's  Common  Stock,  par value  $.01 per share  ("Common
Shares"), at the price of $5.98125 per share (the "Option Price"), which is 110%
                          --------
of the fair market value of the Common Shares (as  determined by the  Committee)
on the Date of Grant,  and agrees to cause  certificates  for any Common  Shares
purchased  hereunder  to be  delivered  to Optionee  upon payment in full of the
Option Price, subject to the applicable terms and conditions of the Plan and the
terms and conditions hereinafter set forth.



<PAGE>



         2.  Vesting of Option Shares.

         (a) Unless and until  terminated as  hereinafter  provided,  the Option
shall become  exercisable to the extent of 25% of the Option Shares on the first
anniversary  date of the Date of Grant and to the extent of an additional 25% on
each of the second  through the fourth  anniversary of the Date of Grant so long
as Optionee has remained in the continuous employ of the Company or a Subsidiary
from the date hereof through such date. For the purposes of this Agreement,  the
continuous  employment of Optionee with the Company or a Subsidiary shall not be
deemed to have been interrupted, and Optionee shall not be deemed to have ceased
to be an employee of the Company or a Subsidiary,  by reason of (i) the transfer
of Optionee's  employment among the Company and its Subsidiaries or (ii) a leave
of absence approved by the Board of not more than 90 days, unless Optionee has a
statutory or contractual  right to reemployment with the Company or a Subsidiary
following an approved  leave of absence of more than 90 days. To the extent that
the Option shall have so become exercisable,  it may be exercised in whole or in
part from time to time.

         (b)  Notwithstanding the provisions of paragraph 2(a) above, the Option
shall become immediately  exercisable to the extent of 100% of the Option Shares
upon the  occurrence  of a Change in  Control.  If any event or series of events
constituting a Change in Control shall be abandoned, the effect thereof shall be
null and of no further force and effect and the provisions of Section 2(a) shall
be reinstated but without  prejudice to any exercise of the Option that may have
occurred prior to such nullification.

         (c)  Notwithstanding the provisions of paragraph 2(a) above, the Option
shall become immediately  exercisable to the extent of 100% of the Option Shares
upon the death or Disability of Optionee.

     (d)  Notwithstanding  the  provisions of paragraph  2(a),  the unvested
option grants are in consideration of future services.


         3.  Exercises.
             ---------

         (a) This Option,  to the extent  exercisable  as provided in Section 2,
may be  exercised  by  Optionee  by  delivery  to the Company of (i) an Exercise
Notice  in the  form  attached  to this  Agreement  as  Annex  A,  appropriately
completed and duly  executed and dated by Optionee,  (ii) payment in full of the
Option  Price for the  number of Option  Shares  which  Optionee  is  purchasing
hereunder,  and (iii) payment in full to the Company of any amounts  required to
be paid pursuant to Section 3(c).

         (b) The Option  Price shall be payable (a) in cash or check  acceptable
to the Company,  (b) by transfer to the Company of Common  Shares that have been
owned by Optionee  for (i) more than one year prior to the date of exercise  and
for more than two years from the date on which the option was  granted,  if they
were  originally  acquired by Optionee  pursuant to the exercise of an incentive
stock  option,  or (ii) more than six months prior to the date of  exercise,  if
they were originally acquired by Optionee other than pursuant to the exercise of
an incentive

<PAGE>



stock  option,  or (c) by a  combination  of any  of the  foregoing  methods  of
payment.  The  requirement  of  payment  in cash  shall be deemed  satisfied  if
Optionee shall have made arrangements  satisfactory to the Company with a broker
who is a member of the National Association of Securities Dealers,  Inc. to sell
on the date of exercise a sufficient number of the Common Shares being purchased
so that  the net  proceeds  of the sale  transaction  will at  least  equal  the
aggregate  Option Price,  plus interest at the  applicable  federal rate for the
period from the date of exercise to the date of payment,  and  pursuant to which
the broker undertakes to deliver the aggregate Option Price, plus such interest,
to the Company not later than the date on which the sale transaction will settle
in the ordinary course of business.

         (c) If the Company  shall be required to withhold any  federal,  state,
local or foreign tax in connection with an exercise of the Option, it shall be a
condition to the exercise that Optionee pay the tax or make  provisions that are
satisfactory to the Company for the payment thereof.

         4. Termination of Option.
            ----------------------

         The Option shall  terminate  on the earliest of the  following dates:

         (a) The date on which Optionee  ceases to be an employee of the Company
or a Subsidiary unless he ceases to be such an employee in a manner described in
(b) or (c) below.

     (b) 90 days after  Optionee  ceases to be an employee of the Company or any
Subsidiary  if (A)  Optionee  retires  from  employment  with the Company or any
Subsidiary  after reaching the age of 65 years, or (B) Optionee's  employment is
terminated  under  circumstances  determined  by the  Committee  to be  for  the
convenience of the Company.

     (c) One year after the date on which Optionee's employment is terminated as
a result of Optionee's death or Disability (as hereinafter defined).

     (d) Five years from the Date of Grant.

In the event that Optionee commits an act that the Board determines to have been
intentionally committed and materially inimical to the interests of the Company,
the  Option  shall  terminate  as of the  time of the  commission  of that  act,
notwithstanding  any  other  provision  of this  Agreement.  In the  event  that
Optionee's  employment is terminated by the Company for Cause,  the Option shall
terminate as of the time  Optionee's  employment is terminated,  notwithstanding
any other provision of this Agreement.

         5. No Transfer of Option.
            ---------------------

         The Option may not be transferred except by will or the laws of descent
and distribution and may not be exercised during the lifetime of Optionee except
by Optionee or Optionee's guardian or legal  representative  acting on behalf of
Optionee in a fiduciary capacity under state law and court supervision.

<PAGE>



         6. Limitations on Exercise of Option.
            ----------------------------------

         Notwithstanding any other provision of this agreement, the Option shall
not be  exercisable  if the exercise would involve a violation of any applicable
federal or state  securities law, and the Company shall make reasonable  efforts
to  comply  with all such  laws.  Notwithstanding  any other  provision  of this
Agreement, the Option shall not be exercisable until: (I) the Option Shares have
been  registered  by  the  Company,  on  an  appropriate  form  of  registration
statement,under the Securities Act of 1933; and (ii) the Company has provided to
The Nasdaq Stock Market all forms required to be provided in connection with the
listing of the Option Shares.

         7. Adjustments.
            ------------

         (a) The  Committee  may make or  provide  for such  adjustments  in the
number and kind of Option Shares (including shares of another issuer) and in the
Option  Price,  as the  Committee  may in good faith  determine  to be equitably
required  in order to prevent  dilution or  expansion  of the rights of Optionee
that  otherwise  would  result  from  (a)  any  stock  dividend,   stock  split,
combination of shares, recapitalization or other change in the capital structure
of the Company, or (b) any merger, consolidation, spin-off, spin-out, split-off,
split-up, reorganization,  partial or complete liquidation or other distribution
of assets,  issuance of warrants or other rights to purchase  securities  or any
other corporate transaction or event having an effect similar to the foregoing.

         (b) In the event of any such  transaction  or event,  the Committee may
provide in substitution for the Option such alternative  consideration as it may
in good faith determine to be equitable under the  circumstances and may require
in connection therewith the surrender of the Option.

         8. No Right to Employment.
            ----------------------

         No provision of this  agreement  shall limit in any way  whatsoever any
right that the Company or a  Subsidiary  may  otherwise  have to  terminate  the
employment of Optionee at any time.

         9. Rights as a Stockholder.
            ------------------------

         The holder of this  Option  shall not be, nor have any of the rights or
privileges  of, a holder of Common Shares in respect of any Option Shares unless
and until certificates  representing such shares have been issued by the Company
to such holder.

         10. Limitation on Incentive Stock Options.
             -------------------------------------
         Notwithstanding  the  intent  that the  Option be an  "incentive  stock
option"  within  the  meaning of that term under  Section  422 of the Code,  the
option will be treated as a  non-qualified  stock  option to the extent that the
fair  market  value of the  shares  with  respect to which any  incentive  stock
options are  exercisable for the first time by Optionee during any calendar year
(under all of the Company's plans and those of any of its  subsidiaries)  exceed
$100,000.


<PAGE>


This rule shall be applied by taking any  options  into  account in the order in
which they were granted.

         11. Required Holding Period.
             ------------------------

         Notwithstanding the provisions of Section 2(b), to the extent necessary
for the Option, its exercise or the sale of Option Shares acquired thereunder to
be exempt from Section 16(b) of the Exchange Act of 1934, as amended, (i) except
in the case of Optionee's death or Disability, Optionee shall not be entitled to
exercise the Option until the expiration of the six-month  period  following the
Date of Grant,  or (ii) at least six months  shall elapse from the Date of Grant
to the date of  disposition  of the Option Shares  acquired upon exercise of the
Option.

         12. Definitions.
             -----------

         For the  purposes  of this  Agreement,  the  following  terms  have the
following meanings:

         (a) "Cause" means (i) the  commission by Optionee of an act of fraud or
embezzlement  against  the  Company or an act which the  Optionee  knew to be in
gross violation of Optionee's duties to the Company  (including the unauthorized
disclosure of confidential  information),  (ii) Optionee's  continual failure to
render  services to the Company,  which  failure (A) amounts to gross neglect of
Optionee's  duties to the Company and (B) is not  remedied  within 10 days after
notice thereof by the Company, or (iii) Optionee's conviction of a felony.

         (b) "Change in Control"  means the  occurrence  of any of the following
events:
         (i) The  execution  by the  Company  of an  agreement  for the  merger,
    consolidation or  reorganization  into or with another  corporation or other
    legal  person;  provided,  however,  that no such merger,  consolidation  or
                    --------   -------
    reorganization  shall  constitute a Change in Control if as a result of such
    merger,  consolidation  or  reorganization  not less than a majority  of the
    combined voting power of the then-outstanding securities of such corporation
    or person  immediately  after such  transaction are held in the aggregate by
    the holders of securities of the Company  entitled to vote  generally in the
    election  of  Directors   ("Voting   Stock")   immediately   prior  to  such
    transaction;

         (ii) The execution by the Company of an agreement for the sale or other
    transfer of all or substantially all of its assets to another corporation or
    other legal person;  provided,  however, that no such sale or other transfer
                         ------------------
    shall constitute a Change in Control if as a result of such sale or transfer
    not  less  than  a   majority   of  the   combined   voting   power  of  the
    then-outstanding  securities of such corporation or person immediately after
    such sale or  transfer  is held in the  aggregate  by the  holders of Voting
    Stock immediately prior to such sale or transfer.

         (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
    successor  schedule,  form or report),  each as promulgated  pursuant to the
    Exchange  Act  disclosing  that any person (as the term  "person" is used in
    Section 13(d)(3) or Section 14(d)(2) of

<PAGE>


    the Exchange  Act) (other than any of Bradley N.  Rotter,  Alan B. Perper or
    John Ward Rotter or any of their  respective  family  members or affiliates)
    has or  intends  to become  the  beneficial  owner (as the term  "beneficial
    owner" is  defined  under  Rule 13d-3 or any  successor  rule or  regulation
    promulgated  under the Exchange Act) of securities  representing 20% or more
    of  the  combined  voting  power  of  the  then-outstanding   Voting  Stock,
    including, without limitation, pursuant to a tender offer or exchange offer;

         (iv) If, during any period of two consecutive years, individuals who at
    the  beginning of any such period  constitute  the  directors of the Company
    cease for any reason to  constitute at least a majority  thereof;  provided,
                                                                       --------
    however,  that for  purposes of this  subsection  (iv) each  director who is
    -------
    first   elected,   or  first   nominated   for  election  by  the  Company's
    stockholders,  by a vote of at  least  two-thirds  of the  directors  of the
    Company (or a committee  thereof) then still in office who were directors of
    the Company at the beginning of any such period shall be deemed to have been
    a director of the Company at the beginning of such period; or

         (v)  except  pursuant  to a  transaction  described  in the  proviso to
    subsection  (i) of this  Section  12(b),  the Company  adopts a plan for the
    liquidation or dissolution of the Company.

         (c) "Disability"  means, as of any date,  becoming  disabled within the
meaning of such term in Section 22(e)(3) of the Code.

         (d) "Subsidiary" means any corporation in which the Company directly or
indirectly  owns or controls more than 50 percent of the total  combined  voting
power of all classes of stock issued by the corporation.

         13. Severability.
             ------------

         In the event that one or more of the provisions of this agreement shall
be  invalidated  for  any  reason  by a court  of  competent  jurisdiction,  any
provision  so  invalidated  shall be  deemed  to be  separable  from  the  other
provisions  hereof,  and the remaining  provisions  hereof shall  continue to be
valid and fully enforceable.


         14. Stockholder  Approval.  Notwithstanding any other provision of this
             ---------------------
Agreement, the Option granted hereby shall not be exercisable until an amendment
to the Plan,  providing  for an increase in the  authorized  shares set forth in
Section 3 of the Plan to 500,000, shall have been approved by the requisite vote
of the holders of outstanding Common Shares. This agreement and the Option shall
be void and of no effect if such  approval has not been  obtained  prior to June
30, 2000.


<PAGE>



         15. Governing Law.
             -------------

         This  agreement is made under,  and shall be  construed  in  accordance
with, the laws of the State of Delaware.

         This  Agreement  is  executed  by the  Company  as of the  11th  Day of
                                                                    -----------
November, 1999.
--------------
                         POINT WEST CAPITAL CORPORATION

                         Name:
                              -----------------------------------

                         Title:
                               -----------------------------------

         The  undersigned  Optionee hereby  acknowledges  receipt of an executed
original of this Incentive  Stock Option  Agreement and the Plan and accepts the
Option subject to the applicable  terms and conditions of the Plan and the terms
and conditions hereinabove set forth.

                         -------------------------------------
                         Optionee (Signature)

                         Name:
                               ----------------------------

                         Dated as of November 11, 1999
                                     -----------------





                                     ANNEX A
                                       to
                        Incentive Stock Option Agreement
                        --------------------------------

                             Form of Exercise Notice
                             -----------------------





                Pursuant to the  Incentive  Stock Option  Agreement  dated as of
November 11, 1999  between the  undersigned  and Point West Capital  Corporation
-----------------
(the  "Company"),  the  undersigned  hereby  elects to  exercise  his  option as
follows:

                (a)      Number of shares purchased:
                                                    ---------------------------

                (b)      Total purchase price ((a)x Option Price):$
                                                                   ------------


                Please issue a single certificate for the shares being purchased
in the name of the  undersigned.  The  registered  address  on such  certificate
should be:

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


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



The undersigned's social security number is:
                                             -----------------------------.


Date:
    -------------------------               -----------------------------------
                                            Optionee