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                                                                    EXHIBIT 10.2

                             INCENTIVE STOCK OPTION
                               (NON-TRANSFERABLE)

                                   VALLEY BANK

For value received, Valley Bank, a Nevada state-chartered bank (the "Bank")
hereby grants to _____________________ (the "Holder"), subject to the terms and
conditions hereinafter set forth, an option ("Option") to purchase ________
shares of the common stock of the Bank (the "Shares"). This Option is granted
pursuant to the Bank's Employee Stock Option Plan, the terms and conditions of
which are incorporated by this reference.

1.    TERM AND EXERCISE

      1.1   Term. This Option shall have a term of ten (10) years after the date
            of grant, which is December 8, 1999 (the "Grant Date").

      1.2   Vesting Schedule. This Option will be 100% vested at the end of four
            (4) years based on the following vesting schedule: 20% will vest on
            January 26, 2000 (i.e., the date on which the Bank's shareholders
            approve the Employee Stock Option Plan), and 20% will vest on each
            of the first, second, third and fourth anniversaries of the Grant
            Date.

      1.3   Exercise. The Holder shall exercise this Option, if at all, by
            tendering a notice in writing at the offices of Valley Bank,
            Henderson, Nevada, specifying the number of shares to be purchased,
            together with a certified check in favor of the Bank in an amount
            equal to the full purchase price of the number of Shares so
            specified.

      1.4   Issuance of Shares. Within ten (10) business days following the
            exercise of this Option by the Holder as provided in Section 1.3,
            the Bank shall cause to be issued in the name of and delivered to
            the Holder a certificate or certificates for the Shares. The Bank
            covenants and agrees at all times to reserve and hold available a
            number of shares of the authorized but unissued common stock of the
            Bank which is equal to or greater than the number of shares of
            common stock issuable upon the exercise of this Option.

2.    OPTION PRICE. The option price at which the Shares may be purchased upon
      the exercise of this Option (the "Option Price") shall be $11 per share

3.    NON-TRANSFERABILITY. The Holder will not pledge, hypothecate, sell or
      otherwise transfer or encumber this Option.

4.    NOTICES. Any notice, offer, acceptance, demand, request, consent or other
      communication required or permitted under this Option must be in writing
      and will be deemed to have been duly given or made either (1) when
      delivered personally to the party to whom it is directed (or any officer
      or agent of such party), or (2) three days after being deposited in the
      United States; mail, certified or registered, postage prepaid, return
      receipt requested and properly addressed to the party to whom it is
      directed. A communication will be deemed to be properly addressed of sent
      to a party at the address provided below:

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            If to the Bank:

                  Valley Bank
                  370 N. Stephanie St.
                  Henderson, Nevada 89014
                  Attention: Chairman, Compensation Committee

                  with a copy to:

                  Stephen M. Klein, Esq.
                  Graham & Dunn, P.C.
                  1420 Fifth Avenue, 33rd Floor
                  Seattle, WA 98101-2390

            If to the Holder:
                  ________________________
                  ________________________
                  ________________________

5.    GOVERNING LAW. This Option will be governed by and construed and enforced
      in accordance with the laws of the State of Nevada.

6.    SUCCESSORS AND ASSIGNS. All of the provisions of this Option will bind the
      Bank, its successors and assigns, the Holder, and the Holder's heirs,
      personal representatives and guardians.

IN WITNESS OF THE PARTIES' AGREEMENT, Valley Bank has caused this Option to be
executed in its corporate name by its duly appointed and authorized officer, as
of this ____ day of January, 2000.

                                         VALLEY BANK

                                         _______________________________________
                                         By:
                                         Title:

                                         ATTEST:

                                         _______________________________________
                                         By:____________________________________
                                         Title:_________________________________

                                         ACCEPTED:

                                         _______________________________________
                                         [insert name]

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