POINT WEST CAPITAL CORPORATION
                         ------------------------------ 

                   AMENDED AND RESTATED 1995 STOCK OPTION PLAN
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                         POINT WEST CAPITAL CORPORATION

                   AMENDED AND RESTATED 1995 STOCK OPTION PLAN

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                                Table of Contents
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1.       Purpose ...........................................  1

2.       Definitions .......................................  1

3.       Shares Available under the Plan ...................  2

4.       Options ...........................................  3

5.       Transferability Restrictions ......................  4

6.       Adjustments .......................................  4

7.       Fractional Shares .................................  5

8.       Withholding Taxes .................................  5

9.       Certain Terminations of Employment, Hardship
         and Approved Leaves of Absence ....................  6

10.      Foreign Optionees .................................  6

11.      Administration of the Plan ........................  6

12.      Amendments and Other Matters ......................  7

13.      Limitation on Grants of Tax-Qualified Options .....  8






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                         POINT WEST CAPITAL CORPORATION
                         ------------------------------

                   AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                   -------------------------------------------

                   1. Purpose. The purpose of this Plan is to attract and retain
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directors  and officers and other  employees  of and  consultants  to Point West
Capital Corporation (the "Corporation") and its Subsidiaries and to provide such
persons with incentives and rewards for superior performance.

                   2. Definitions. (a) As used in this Plan,
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                  "Board" means the Board of Directors of the Corporation.
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                   "Code" means the Internal Revenue Code of 1986, as amended
                    ----
from time to time.

                  "Committee"  means the committee or the Board, as the case may
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be, administering the Plan pursuant to the provisions of Section 11(a).

                  "Common  Shares"  means (i) shares of Common  Stock,  $.01 par
                   --------------
value,  of the Corporation and (ii) any security into which Common Shares may be
converted  by  reason of any  transaction  or event of the type  referred  to in
Section 6.

                  "Date of Grant" means the date  specified by the  Committee on
                   -------------
which a grant of an Option  shall become  effective,  which shall not be earlier
than the date on which the Committee takes action with respect thereto.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
                   ------------
amended from time to time.

                  "Incentive  Stock  Option" means an Option that is intended to
                   ------------------------
qualify as an  "incentive  stock  option"  under  Section 422 of the Code or any
successor provision thereto.

                  "Management Objectives" means the achievement of a performance
                   ---------------------
objective  or  objectives  established  pursuant  to  this  Plan,  which  may be
described in terms of Corporation-wide objectives or objectives that are related
to the  performance  of the  individual  Optionee or the  Subsidiary,  division,
department  or  function  within  the  Corporation  or  Subsidiary  in which the
Optionee is employed.  The Committee may adjust  Management  Objectives  and the
related minimum  acceptable level of achievement if, in the sole judgment of the
Committee, events or transactions have occurred after the Date of Grant that are
unrelated to the  performance  of the Optionee and result in  distortion  of the
Management Objectives or the related minimum acceptable level of achievement.


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                  "Market  Value per Share"  means the fair market  value of the
                   -----------------------
Common Shares as determined by the Committee from time to time.

                  "Nonqualified Option" means an Option that is not intended to 
                   -------------------
qualify as a Tax-qualified Option.

                  "Option"  means the right to purchase  Common  Shares from the
                   ------
Corporation upon the exercise of a Nonqualified Option or a Tax-qualified Option
granted pursuant to Section 4.

                  "Optionee"  means a person who is selected by the Committee to
                   --------
receive  an  Option  under  this  Plan  and who (i) is at that  time a  director
(including  but not limited to a director who is not also an officer or employee
of, or a consultant to, the Corporation or any Subsidiary) of the Corporation or
any  Subsidiary  or an officer  (including  but not limited to an officer who is
also a member  of the  Board) or other  employee  of, or a  consultant  to,  the
Corporation or any Subsidiary or (ii) has agreed to commence serving in any such
capacity.

                  "Plan"  means the Point West Capital  Corporation  Amended and
                   ----
Restated 1995 Stock Option Plan, as the same may be amended from time to time.
exercise of an Option.

                   "Option Price"  means the purchase price payable upon the 
exercise of an option.

                  "Reload  Option"  means  an  additional  Option  automatically
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granted to an Optionee upon the exercise of Options pursuant to Section 4(e).

                  "Rule 16b-3" means Rule 16b-3, as promulgated and amended from
                   ----------
time to time by the  Securities  and Exchange  Commission  under the  Securities
Exchange Act of 1934, or any successor rule to the same effect.

                  "Subsidiary" means a corporation,  partnership, joint venture,
                   ----------
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest;  provided, however, for purposes
                                                 --------  -------
of  determining  whether any person may be an Optionee for purposes of any grant
of Incentive  Stock  Options,  "Subsidiary"  means any  corporation in which the
Corporation  directly or indirectly owns or controls more than 50 percent of the
total combined  voting power  represented by all classes of stock issued by such
corporation at the time of the grant.

                  "Tax-qualified  Option"  means an Option  that is  intended to
                   --------------------- 
qualify under particular provisions of the Code, including without limitation an
Incentive Stock Option.

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                  (b)  As  used  in  this  Plan,   the  terms   "employed"   and
"employment" shall be deemed to refer to service as a nonemployee director or as
a consultant,  as well as to a traditional employment relationship,  as the case
may be.

                   3. Shares Available under the Plan. (a) Subject to Section 6,
                      -------------------------------
the number of Common Shares issued or transferred upon exercise of Options, plus
the number of Common Shares  covered by  outstanding  Options,  shall not in the
aggregate  exceed 450,000 Common Shares,  which may be Common Shares of original
issuance  or  Common  Shares  held in  treasury  or a  combination  thereof.  In
connection  with the issuance or transfer of Common Shares pursuant to the Plan,
the Corporation may repurchase Common Shares in the open market or otherwise.

         (b) For  purposes of this  Section 3, any Common  Shares  subject to an
Option that has been  cancelled or terminated  prior to exercise  shall again be
available  for the  grant of  Options  to the  extent  of such  cancellation  or
termination.

                   4. Options.  The  Committee  may from time to time  authorize
                      -------
grants of Options to Optionees  upon such terms and  conditions as the Committee
may determine in accordance with the following provisions:

                  (a) Each grant shall  specify  the number of Common  Shares to
         which the Option pertains.

                  (b) Each grant shall specify an Option Price per Common Share,
         which may be less than,  equal to or greater  than the Market Value per
         Share on the Date of  Grant;  provided,  however,  that (i) the  Option
                                       --------   -------
         Price  per  share of an  Incentive  Stock  Option  shall be equal to or
         greater  than the Market  Value per Share on the Date of Grant and (ii)
         the Option  Price per Common  Share  shall be at least equal to the per
         share stated par value of the Common Shares.

                  (c) Each grant shall specify the form of  consideration to be
         paid in  satisfaction  of the Option Price and the manner of payment of
         such consideration,  which may include (i) cash in the form of currency
         or check or other cash equivalents acceptable to the Corporation,  (ii)
         Common  Shares which are already owned by the Optionee and have a value
         at the time of exercise  that is equal to the Option  Price,  (iii) any
         other legal  consideration that the Committee may deem appropriate,  on
         such basis as the Committee may determine in accordance  with this Plan
         and (iv) any combination of the foregoing.

                  (d) Any grant may provide for  deferred  payment of the Option
         Price  from  the  proceeds  of sale  through  a  broker  on the


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         date of exercise  of the Option of some or all of the Common  Shares to
         which the exercise relates.

                  (e) On or after the Date of Grant of any Option, the Committee
         may provide for the automatic  grant to the Optionee of Reload  Options
         upon the exercise of Options including Reload Options for Common Shares
         or any other noncash consideration authorized under Section 4(c).

                  (f)  Successive  grants  may  be  made  to the  same  Optionee
         regardless  of whether any Options  previously  granted to the Optionee
         remain unexercised.

                  (g) Each grant shall specify the conditions,  including as and
         to the  extent  determined  by the  Committee  the period or periods of
         continuous  employment  of  the  Optionee  by  the  Corporation  or any
         Subsidiary,  or the  achievement  of  Management  Objectives,  that are
         necessary  before  the  Option or  installments  thereof  shall  become
         exercisable,  and any grant may provide for the earlier exercise of the
         Option,  including,  without  limitation,  in the  event of a change in
         control of the Corporation or other similar transaction or event.

                  (h) Options granted  pursuant to this Plan may be Nonqualified
         Options or Tax-qualified Options or combinations thereof.

                  (i)      No Option granted pursuant to this Plan may be 
         exercised more than 10 years from its Date of Grant.

                  (j) Each grant shall be evidenced by an agreement, which shall
         (i) be executed on behalf of the Corporation by any officer thereof and
         delivered to and accepted by the Optionee,  (ii) contain such terms and
         provisions as the Committee  may determine  consistent  with this Plan,
         and (iii)  specify the manner in which the Options  granted  thereunder
         may be transferred  and the persons  entitled to exercise such Options.
         Any such agreement may provide that the Option evidenced  thereby shall
         not  be  transferable  except  by  will  or the  laws  of  descent  and
         distribution.

                   5. Transferability  Restrictions.  Any grant of Options under
                      ----------------------------- 
this Plan may provide  that all or any part of the Common  Shares that are to be
issued by the Corporation  upon the exercise thereof shall be subject to further
restrictions upon transfer.

                   6.  Adjustments.  The  Committee may make or provide for such
                       ----------- 
adjustments in the number of Common Shares covered by outstanding  Options,  the
Option Prices per Common Share applicable


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to any such Options, and the kind of shares (including shares of another issuer)
covered  thereby,  as the Committee may in good faith  determine to be equitably
required in order to prevent  dilution or  expansion  of the rights of Optionees
that  otherwise  would  result  from  (a)  any  stock  dividend,   stock  split,
combination of shares, recapitalization or other change in the capital structure
of the  Corporation  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 any of the  foregoing.  In the event of any such  transaction  or event,  the
Committee may provide in substitution  for any or all  outstanding  Options 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
all Options so replaced.  Moreover,  the  Committee  may on or after the Date of
Grant  provide in the  agreement  evidencing  any Option  that the holder of the
Option may elect to receive an equivalent Option in respect of securities of the
surviving  entity of any merger,  consolidation  or other  transaction  or event
having a similar  effect,  or the  Committee  may  provide  that the holder will
automatically  be entitled to receive such an equivalent  Option.  The Committee
may also make or provide for such  adjustments  in the maximum  number of Common
Shares specified in Section 3(a) as the Committee may in good faith determine to
be  appropriate in order to reflect any  transaction or event  described in this
Section 6.

                   7. Fractional  Shares.  The Corporation shall not be required
                      ------------------
to issue any fractional  Common Shares  pursuant to this Plan. The Committee may
provide for the elimination of fractions or for the settlement thereof in cash.

                   8.  Withholding  Taxes. To the extent that the Corporation is
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required to withhold federal,  state,  local or foreign taxes in connection with
any payment made by an Optionee or other person under this Plan, and the amounts
available to the Corporation for the withholding are insufficient, it shall be a
condition  to the receipt of any such  payment  that the  Optionee or such other
person make  arrangements  satisfactory  to the  Corporation  for payment of the
balance of any taxes required to be withheld.  The  Corporation and any Optionee
or such other  person may also make  similar  arrangements  with  respect to the
payment of any taxes with respect to which withholding is not required.


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                   9. Certain Terminations of Employement, Hardship and Approved
                      ----------------------------------------------------------
Leaves  of  Absence.  Notwithstanding  any other  provision  of this Plan to the
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contrary,  in the  event of  termination  of  employment  by  reason  of  death,
disability,  normal  retirement,  early  retirement  with  the  consent  of  the
Corporation,  termination of employment to enter public service with the consent
of the Corporation or leave of absence  approved by the  Corporation,  or in the
event of hardship or other  special  circumstances,  of an Optionee who holds an
Option that is not immediately and fully exercisable, the Committee may take any
action  that it deems to be  equitable  under the  circumstances  or in the best
interests of the Corporation,  including but not limited to waiving or modifying
any limitation or requirement with respect to any Option under this Plan.

                   10. Foreign Optionees. In order to facilitate the granting of
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any Option, the Committee may provide for such special terms for Options granted
to Optionees who are foreign  nationals,  or who are employed by the Corporation
or any Subsidiary outside of the United States of America,  as the Committee may
consider  necessary or appropriate to accommodate  differences in local law, tax
policy or custom.  Moreover,  the Committee may approve such  supplements to, or
amendments,  restatements  or  alternative  versions  of,  this  Plan  as it may
consider  necessary or appropriate for such purposes  without thereby  affecting
the terms of this Plan as in effect for any other  purpose and the  Secretary or
other  appropriate  officer of the  Corporation may certify any such document as
having  been  approved  and  adopted in the same  manner as this  Plan;  no such
supplements,  amendments,  restatements  or  alternative  versions shall include
provisions that are inconsistent  with the terms of this Plan as then in effect,
unless this Plan could have been amended to eliminate such inconsistency without
further approval by the stockholders of the Corporation.

                   11.   Administration   of  the  Plan.  This  Plan  shall  be
                         ------------------------------
administered  (i) by a committee of the Board that is comprised solely of two or
more  Non-Employee  Directors (as that term is defined in Rule 16b-3) or (ii) at
any time that such a  committee  does not exist and  cannot be  created,  by the
entire Board (in which case, all references in this Plan to the Committee  shall
refer to the Board).

                   (b) The  interpretation  and construction by the Committee of
any provision of this Plan or any agreement, notification or document evidencing
the grant of Options,  and any  determination  by the Committee  pursuant to any
provision of this Plan or any such agreement, notification or document, shall be
final and  conclusive.  No member of the Committee  shall be liable for any such
action taken or determination made in good faith.

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                   12.  Amendments  and  Other  Matters.    (a) This Plan may be
                        -------------------------------
amended from time to time by the Committee;  provided,  however,  that except as
                                             --------   ------- 
provided in Section 6, no such  amendment  shall  increase  the number of Common
Shares specified in Section 3(a).

                  (b)  With  the  concurrence  of  the  affected  Optionee,  the
Committee may cancel any agreement  evidencing  Options granted under this Plan.
In the event of any such cancellation,  the Committee may authorize the granting
of new Options  hereunder,  which may or may not cover the same number of Common
Shares as had been covered by the cancelled  Option,  at such Option  Price,  in
such manner and subject to such other terms,  conditions and discretion as would
have been permitted under this Plan had the cancelled Option not been granted.

                  (c) The Committee may require any Optionee,  as a condition to
receiving  an  Option,  to  give  written   assurances  in  form  and  substance
satisfactory  to the  Corporation and its counsel to the effect that such person
is  acquiring  the Common  Shares  subject to the Option for his own account for
investment  and  not  with  any  present   intention  of  selling  or  otherwise
distributing  the same and to such  other  effects  as the  Corporation  and its
counsel  deem  necessary  or  appropriate  in order to comply  with  federal and
applicable state securities laws.

                  (d) Each grant of Options shall be subject to the  requirement
that,  if at any  time  counsel  to the  Corporation  shall  determine  that the
listing,  registration  or  qualification  of the Common Shares  subject to such
Option upon any  securities  exchange or under any state or federal  law, or the
consent or approval of any  governmental  or regulatory  body, is necessary as a
condition of, or in connection  with,  the issuance of shares  thereunder,  such
grant of Options  may not be accepted  or  exercised  in whole or in part unless
such listing, registration,  qualification,  consent or approval shall have been
effected or obtained on conditions  acceptable to such counsel.  Nothing  herein
shall be deemed  to  require  the  Corporation  to apply  for or to obtain  such
listing, registration or qualification.

                  (e) This Plan shall not  confer  upon any  Optionee  any right
with respect to continuance of employment or other service with the  Corporation
or any  Subsidiary  and shall not  interfere  in any way with any right that the
Corporation or any Subsidiary  would  otherwise have to terminate any Optionee's
employment or other service at any time.

                  (f) To the  extent  that  any  provision  of this  Plan  would
prevent any Option that was intended to qualify as a  Tax-qualified  Option from
so  qualifying,  any such  provision  shall be null and void with respect to any
such Option;  provided,  however, that any 
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such provision  shall remain in effect with respect to other Options,  and there
shall be no further effect on any provision of this Plan.

                  (g) No Optionee  shall have any rights as a  stockholder  with
respect  to  Common  Shares   subject  to  an  Option  until  a  certificate  or
certificates representing such Common Shares has been issued.

                   13. Limitation on Grants of Tax-Qualified Options. No further
                       ---------------------------------------------
Tax-qualified Options shall be granted under this Plan after the later of (a) 10
years from the date on which this Plan is first  approved by the Board or (b) 10
years  from the date on which an  amendment  to this  Plan  that  increases  the
maximum  number of Common  Shares  specified  in Section 3(a) is approved by the
Board.


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