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                         CALIFORNIA INDEPENDENT BANCORP
                        INCENTIVE STOCK OPTION AGREEMENT

THE STOCK OPTION GRANTED HEREIN IS INTENDED TO BE AND SHALL BE TREATED AS AN
INCENTIVE STOCK OPTION UNDER SECTION 422 OF THE INTERNAL REVENUE CODE.

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

      WHEREAS, pursuant to the 2000 Equity Incentive Plan (the "Plan"), a copy
of which is attached hereto, the Board of Directors of the Company has
authorized granting to Optionee a incentive stock option to purchase all or any
part of _______________ (_______) authorized but unissued shares of the
Company's common stock at the price of _____________ dollars and _______ cents
($__.__) per share, subject to the terms and conditions hereinafter stated (the
"Option") ;

      NOW, THEREFORE, it is hereby agreed:

      1. GRANT OF OPTION. The Company's Board of Directors hereby grants to
Optionee, an option to purchase a total of _____________ shares of common stock
of the Company, at the price provided herein, and subject to the terms,
definitions and provisions of the Plan. The capitalized terms defined in the
Plan shall have the same defined meanings herein. The grant of this option shall
not impose an obligation on the Optionee ro exercise the Option.

      2. NATURE OF THE OPTION. This Option is intended to qualify as an
incentive stock option ("ISO") as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). However, the Company does not represent
or warrant that this Option qualifies as an incentive stock option. If for any
reason the Option fails to be deemed an ISO, the Option shall thereafter be
governed by the Plan's provisions regarding nonqualified stock options. Optionee
acknowledges that Optionee is responsible to consult with Optionee's own tax
advisor regarding the tax effects of the Option and the requirements necessary
to obtain income tax treatment under Section 422 of the Code, including, but not
limited to, holding period requirements.

      Optionee acknowledges, and the Company affirms, that the methodology by
which the Fair Market Value of the Shares has been determined by the Company
represents a good faith attempt, as defined in the Code and the regulations
thereunder, at reaching an accurate appraisal of the Fair Market Value of the
Shares; and the Company shall not be responsible for any additional tax
liability incurred by Optionee in the event that the Internal Revenue Service
were to determine that the Option does not qualify as an ISO for any reason.

      3. EXERCISE PRICE. The Exercise Price of the Option is _____________
dollars and _______________ cents ($__.__) per share, which is not less than the
Fair Market Value per share of the common stock of the Company on the Grant
Date. In the case of Optionee-shareholders who own securities possessing more
than ten percent (10%) of the total combined voting power of all classes of
securities of the Company, the Exercise Price is not less than 110% of the Fair


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Market Value of the stock on the Grant Date.

      4. OPTION TERM. Subject to earlier termination as provided in the Plan,
this Option shall terminate on ______________________, and may be exercised
during such term only in accordance with the Plan and the terms of this Option.

      5. EXERCISE OF OPTION. This Option shall be exercisable during its term in
accordance with the provisions of Section 6 of the Plan as follows:

            (a) Right to Exercise. This Option shall vest cumulatively, the date
of grant of the Option, exercisable during a period of ________ months after the
Grant Date as follows:

                  (1) This Option may be exercised immediately to the extent of
not more than ____ percent (__%) of the Shares;

                  (2) Upon or after the expiration of _________ (__) months from
the Grant Date, this Option may be exercised to the extent of an additional ____
percent (__%) of the Shares;

                  (3) Upon or after the expiration of _________ (__) months from
the Grant Date, this Option may be exercised to the extent of an additional ____
percent (__%) of the Shares;

                  (4) Upon or after the expiration of _________ (__) months from
the Grant Date, this Option may be exercised to the extent of an additional ____
percent (__%) of the Shares; and

                  (5) Upon or after the expiration of _________ (__) months from
the Grant Date, this Option may be exercised to the extent of an additional ____
percent (__%) of the Shares.

            Any portion of the Option not exercised shall accumulate and can be
exercised any time prior to or upon the expiration of _________ (__) months from
the Grant Date.

            (b) Minimum Exercise. This Option may not be exercised for less than
___ Shares nor for a fraction of a Share.

            (c) Method of Exercise. This Option shall be exercisable only by
delivery to the Company of a written stock option exercise agreement (the
"Exercise Agreement") in a form approved by the Committee. The Exercise
Agreement shall state the election to exercise the Option, specify the number of
whole Shares in respect of which the Option is being exercised, any restrictions
imposed on the Shares purchased, and such representations and agreements as
required by the Company to comply with applicable securities laws. Such Exercise
Agreement shall be signed by the Optionee and shall be delivered, in person or
by certified mail, to the Secretary of the Company accompanied by payment of the
Exercise Price as specified below.

                  No Shares will be issued pursuant to the exercise of the
Option unless such issuance and such exercise shall comply with all relevant
provisions of law and the requirements of any stock exchange or inter-dealer
quotation system upon which the shares of the Company's common stock may then be
listed or quoted. Assuming such compliance, the Shares shall be


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considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares. An Optionee shall have no rights as a
shareholder of the Company with respect to any Shares until the issuance of a
stock certificate to the Optionee for such Shares.

            (d) Method of Payment. The entire Exercise Price of Shares issued
under the Plan shall be payable in lawful money of the United States of America
or its equivalent (e.g. certified check, official bank check or money order) at
the time when such Shares are purchased. Such payment also shall include the
amount of any withholding tax obligation which may arise in connection with the
exercise, as determined by the Company. In addition, payment may be made in any
of the following forms as indicated by an "x" in the preceding parenthesis:

                  ( )   Surrender of Stock. Payment of all or part of the
                        Exercise Price and any withholding taxes may be made all
                        or in part with Shares which have already been owned by
                        the Optionee or Optionee's representative for more than
                        6 months and which are surrendered to the Company in
                        good form for transfer. Such Shares shall be valued at
                        their Fair Market Value on the date when the new Shares
                        are purchased pursuant to exercise of the Option.

                  ( )   Exercise/Sale. Payment may be made by the delivery (on
                        a form prescribed by the Company) of an irrevocable
                        direction to a securities broker approved by the Company
                        to sell Shares and to deliver all or part of the sales
                        proceeds to the Company in payment of all or part of the
                        Exercise Price and any withholding taxes.

                  ( )   Exercise/Pledge. Payment may be made by the delivery
                        (on a form prescribed by the Company) of an irrevocable
                        direction to pledge Shares 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 in payment of all or part of the Exercise Price
                        and any withholding taxes.

                  ( )   Combination. By any combination of the permissible forms
                        of payment.

            (e) Restrictions on Exercise. Notwithstanding the exercise periods
set forth in this Agreement, exercise of an Option will always be subject to the
following:

                  (1) In the event of a Optionee's death or Disability, the term
of the Option shall expire [specify a period from 12 to 6 months] after such
death or Disability but not later than the original expiration date specified in
Section 4 of this Agreement.

                  (2) In the event that the Board determine that a Optionee be
terminated by the Company for cause, the term of the Option shall expire
immediately after the Company's notice or advice of such termination is
dispatched to the Optionee. For purposes of this Paragraph (2), "cause" shall
mean an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to the
Company, or the deliberate disregard of rules of the Company which results in
loss, damage or


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injury to the Company, the unauthorized disclosure of any of the secrets or
confidential information of the Company, the inducement of any client or
customer of the Company to break any contract with the Company, or the
inducement of any principal for whom the Company acts as agent to terminate such
agency relationship, the engagement of any conduct which constitutes unfair
competition with the Company, the removal of Optionee from office by any court
or bank regulatory agency, or such other similar acts which the Committee in its
discretion determine to constitute good cause for termination of Optionee's
service. In making such determination of cause, the Board shall give the
Optionee an opportunity to appear before the Board and present evidence on the
Optionee's behalf. As used in this Paragraph (2), Company includes any
subsidiaries of the Company.

                  (3) As a result of termination for any reason other than
death, Disability or cause, the term of the Option shall expire three (3)
months) after such termination, but not later than the original expiration date
specified in Section 4 of this Agreement.

                  (4) This Option shall not be exercisable by Optionee in any
part unless at all times beginning with the date of grant and ending no more
than ______ (_) months prior to the date of exercise, Optionee has, except for
military service leave, sick leave or other bona fide leave of absence (such as
temporary employment by the United States Government) been in the continuous
service of the Company or a Subsidiary thereof, except that such period of
_______ (__) months shall instead be the period specified in Paragraph 5(e)(1)
above, following any termination of Optionee's affiliation by reason of
Optionee's permanent and total disability.

                  (5) The aggregate Fair Market Value (determined as of the date
of grant) of Shares with respect to which ISOs are exercisable for the first
time by a Optionee during any calendar year (under the Plan or under any other
incentive stock option plan of the Company) cannot exceed One Hundred Thousand
Dollars ($100,000). If this amount is exceeded for such ISOs, then the Options
for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become
exercisable in such calendar year will be ISOs and the Options for the amount in
excess of One Hundred Thousand Dollars ($100,000) that become exercisable in
that calendar year will be nonqualified stock options. In the event that the
Code or the regulations promulgated thereunder are amended after the Effective
Date of this Plan to provide for a different limit on the Fair Market Value of
Shares permitted to be subject to ISOs, such different limit will be
automatically incorporated herein and will apply to any options granted after
the effective date of such amendment.

      6. NO OBLIGATION TO EMPLOY. Notwithstanding any provision of this
Agreement, the grant of this Option shall in no way be construed so as to confer
on Optionee the rights to employment, affiliation or continued employment or
affiliation by the Company or a subsidiary thereof. Nothing in the Plan or
hereunder shall confer upon Optionee any right to employment or affiliation or
to continue in the employ, directorship or consultancy of the Company or a
Subsidiary thereof. Nothing in the Plan or hereunder shall confer upon Optionee
any right to interfere with or restrict in any way the rights of the Company or
a subsidiary thereof, which are hereby expressly reserved, to terminate or
discharge Optionee at any time for any reason whatsoever, with or without cause,
subject to applicable laws and the terms of any written employment agreement the
Optionee has entered into with the Company or subsidiary.


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      7. TRANSFERABILITY. This Option, and any interest therein, is not
transferable or assignable by the Optionee other than by will, the laws of
descent and distribution, or by an instrument to an inter vivos or testamentary
trust in which the Option is to be passed to beneficiaries upon the death of the
trustor (settlor). During the lifetime of the Optionee, an Option will be
exercisable only by the Optionee and any elections with respect to an Option may
be made only by the Optionee.

      8. ADJUSTMENT OF SHARES. In the event of a Company stock split, reverse
stock split, stock dividend, recapitalization, combination, reclassification,
subdivision, or similar change in the capital structure of the Company without
consideration, then each of the number of Shares reserved for issuance under
this Option will be proportionately adjusted, subject to any required action by
the Board or the shareholders of the Company and compliance with applicable
securities laws. Fractions of a Share will not be issued but will either be
replaced by a cash payment equal to the Fair Market Value of such fraction or
will be rounded up to the nearest whole Share, as determined by the Committee.

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

      9. CORPORATE TRANSACTIONS.

            (a) Reorganizations. In the event that the Company is a party to a
merger or other reorganization involving a Change in Control (as defined in
Section 19.1(a) of the Plan), the Option shall be subject to the agreement of
merger or reorganization. such agreement may provide, without limitation, for
the assumption of outstanding options by the surviving corporation or its
parent, for their continuation by the Company (if the Company is a surviving
corporation), for payment of a cash settlement equal to the difference between
the amount to be paid for one Share under such agreement and the Exercise Price,
or for the acceleration of their exercisability followed by the cancellation of
options not exercised, in all cases without the Optionee's consent. Any
cancellation shall not occur until after such acceleration is effective and the
Optionee has been notified of such acceleration and have had reasonable
opportunity to exercise their options.

            (b) Other Treatment of Awards. Subject to any greater rights granted
to Participants under the foregoing provisions of this Paragraph 9, in the event
of the occurrence of any transaction described in Paragraph 9(a), the Option
will be treated as provided in the applicable agreement or plan of merger,
consolidation, dissolution, liquidation, sale of assets or other corporate
transaction.

      10. NO PRIVILEGES OF STOCK OWNERSHIP. No Optionee will have any of the
rights of a shareholder with respect to any Shares represented by the Option,
until the Shares (and not simply an Option) are issued to the Optionee. After
Shares are issued to the Participant, the Participant will be a shareholder and
have all the rights of a shareholder with respect to such Shares, including the
right to vote and receive all dividends or other distributions made or paid with
respect to such Shares.


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      If such Shares are Restricted Stock, any new, additional or different
securities the Optionee may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company will be subject to the same
restrictions as the Restricted Stock. Furthermore, Participant will have no
right to retain such stock dividends or stock distributions with respect to
Shares that are repurchased at the Optionee's original Purchase Price.

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

      12. 2000 EQUITY INCENTIVE PLAN. This Agreement is subject to, and the
Company and Optionee agree to be bound by, all of the terms and conditions of
the Plan, as the same shall have been amended from time to time in accordance
with the terms thereof, provided that no such amendment shall deprive Optionee,
without Optionee's consent, of this Option or any of Optionee's rights
hereunder. Should a conflict exist between the Plan and this Agreement, the
terms of the Plan shall control. A copy of the Plan in its present form is
available for inspection during business hours by Optionee or other persons
entitled to exercise this Option at the Company's principal office. Optionee
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board of Directors or its duly appointed Committee upon
any questions arising under the Plan.

      13. REQUIREMENTS OF LAW AND STOCK EXCHANGES. By accepting this Option,
Optionee represents and agrees that Optionee and their transferees by will or
the laws of descent and distribution that, unless a registration statement under
the Securities Act of 1933 is in effect as to shares purchased upon any exercise
of this Option, (i) any and all shares so purchased shall be acquired for
Participant's personal account and not with a view to or for sale in connection
with any distribution, and (ii) each notice of the exercise of any portion of
this Option shall be accompanied by a representation and warranty in writing,
signed by the person entitled to exercise the same, that the shares are being so
acquired in good faith for that person's own account and not with view to or for
sale in connection with any distribution.

      No certificate or certificates for shares of stock purchased upon exercise
of this Option shall be issued and delivered prior to the admission of such
shares to listing on notice of issuance on any stock exchange or other
securities market on which shares of that class are then listed, nor unless and
until, in the opinion of counsel for the Company, such securities may be issued
and delivered without causing the Company to be in violation of or incur any
liability under any federal, state or other securities law, any requirement of
any securities exchange listing agreement to which the Company may be a party,
or any other requirement of law or of any regulatory body having jurisdiction
over the Company.

      14. NOTICES. Any notice to be given to the Company shall be addressed to
the Company in care of its Secretary at its principal office, and any notice to
be given to Optionee shall be


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addressed to Optionee at the address given beneath Optionee's signature hereto
or at such other address as Optionee may hereafter designate in writing to the
Company. Any such notice shall be deemed duly given when enclosed in a properly
sealed envelope or wrapper addressed as described above, registered or
certified, and deposited, postage and registry or certification fee prepaid, in
a post office or branch post office regularly maintained by the United States
Postal Service.

      15. ARBITRATI0N. Any controversy, dispute or claim arising out of or
relating to this Option which cannot be amicably settled including, but not
limited to, the suspension or termination of the rights granted to Optionee,
shall be settled by arbitration conducted in Sutter County or such other
mutually agreed upon location. Such arbitration shall be conducted in accordance
with the Commercial Arbitration Rules of the American Arbitration Association at
a time and place within the above-referenced location as selected by the
arbitrator(s).

      16. ATTORNEYS FEES. In the event of any litigation, arbitration, or other
proceeding arising out of this Option the prevailing party shall be entitled to
an award of costs, including an award of reasonable attorneys' fees. Any
judgment, order, or award entered in any such proceeding shall designate a
specific sum as such an award of attorneys' fees and costs incurred.

      17. LAWS APPLICABLE TO CONSTRUCTION. This Agreement has been executed and
delivered by the Company in California, and this Agreement shall be construed
and enforced in accordance with the laws of California.

      18. COUNTERPARTS. This Option 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

                                    Optionee:
                                          ___________________________________

                                          Address: __________________________
ACKNOWLEDGMENT:

      I hereby acknowledge receipt of a copy of this Agreement as well as a copy
of the Plan. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board of Directors or its duly appointed
Committee upon any questions arising under the Plan.

                                    Optionee:

                                    _________________________________________


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