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                         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:

            [_]  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:______________________________
               ______________________________________________


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            (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.

            (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.


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      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 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.


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      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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