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Exhibit 10.1

                                  ALLIANCE BANK

                             INCENTIVE STOCK OPTION
                                GRANTED UNDER THE
           1996 COMBINED INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

Option granted on December 20, 1996 (the "Date of Grant") by Alliance Bank:, a
state-chartered banking corporation (the "Bank"), to Lyn S. Caron (the
"Optionee"), for 30,000 shares of Common Stock, at a cash exercise price of
$1.00 per share, such option to be for the term and upon the terms and
conditions hereinafter stated.

1. Grant of Option.

      Pursuant to action of the Board of Directors, the Bank grants to the
Optionee an option to purchase on the terms and conditions hereinafter set
forth, the number of shares of the Bank's Common Stock as set forth and at the
option price specified above (the "Option Shares" or "Option").

2. Period of Option and Certain Limitations on Right to Exercise.

      This option will expire at 4:00 p.m., Pacific Standard Time, on the day
next preceding the tenth anniversary of the Date of Grant (such day of
expiration being hereinafter called the "Expiration Date"), except that: (a) if
the Optionee ceases, on or before the Expiration Date, for any reason other than
death to be an Employee, this Option shall expire as provided in Section 6
below; (b) if the Optionee dies on or before the Expiration Date this Option
shall expire as provided in Section 7 below; and (e) if the Optionee is an
Employee of the Bank who owns (within the meaning of Section 424(d) of the
Internal Revenue Code) more than ten percent (10%) of the total combined voting
power of all classes of stock of the Bank, this option shall expire in no
instance later than five (5) years from the grant. The term "Employee" as used
in this Option means full-time salaried officers and employees of the Bank or
any subsidiary who have completed six (6) months of service (not including any
Director of the Bank or any subsidiary, unless such Director is an employee of
the Bank or any subsidiary).

      The Optionee shall be entitled to exercise this Option as follows and as
further described in Sections 5 and 6 below. If this Option is exercisable in
installments, the right to purchase the shares comprised in each installment
shall be cumulative, i.e., once such right has become exercisable it may be
exercised in whole at any time or in part from time to time until the Expiration
Date (subject to the provisions hereof), except that not less than ten (10)
shares may be purchased at any time unless the number of shares then purchasable
hereunder shall be less than ten.

      Except as provided in Sections 6 and 7 below, none of the Option Shares
may be purchased hereunder unless the Optionee, at the time he exercises this
Option, is an Employee and has continuously been an Employee since the date
hereof. Absence on leave, if approved in writing by an officer of the Bank or
any subsidiary authorized to give such approval and ratified by the Board of
Directors, shall not be considered an interruption of employment for any purpose
of this Option.

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3. Time of Exercise of Option.

      The Option granted hereunder shall be exercisable in the following amounts
and during the periods of time from the Date of Grant as provided below:

      The option granted hereunder shall be exercisable in the following amounts
and during the periods of time from the Date of Grant as provided below:

            Any amount up to the option total, at any time during the option
period.

4. Method of Exercise of Option.

      This Option shall be exercised in and only in the following manner: the
Optionee shall g*e ten (10) days written notice to the Bank, in a form
satisfactory to the Bank, specifying the number of Option Shares which he then
elects to purchase, accompanied by payment, in cash Or by bank draft, cashier's
or certified check payable to the order of the Bank, in an amount equal to the
full option price of the shares being purchased.

5. Non-Transferability of Option.

      This Option shall not be transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and it shall be exercisable during
the lifetime of the Optionee, only by him (or by his guardian or legal
representative).

6. Termination of Employment.

      If the Optionee ceases, on or before the Expiration Date, to be an
Employee for any reason other than death, disability or for cause: (a) he may,
but only within the period of 30 days next succeeding such cessation and in no
event after the Expiration Date, exercise this Option if and to the extent that
he was entitled to exercise it at the date of such cessation; and (b) such
Option shall expire (except as provided in Section 7 below) at 4:00 p.m.,
Pacific Standard Time, on the earlier of: (i) the last day of the aforesaid 30
day period; or (ii) the Expiration Date.

      Notwithstanding the foregoing provisions of this Section 6, if the
Optionee ceases to be employed prior to retirement by reason of disability (as
defined in the Plan): (a) he may exercise this Option on, or at any time within
the period of twelve months next succeeding the date of such disability (but in
no event after the Expiration Date) as to any or all shares purchasable on such
disability termination date (i.e., those Option Shares comprised in all
installments which shall have become exercisable on or prior to such date, to
the extent not already exercised; and (b) such Option shall expire (except as
provided in Section 7 below) at 4:00 p.m., Pacific Standard Time, on the earlier
of: (i) the last day of the aforesaid twelve month period; or (ii) the
Expiration Date.

      This Option confers no right upon the Optionee with respect to the
continuation of his employment with the Bank or any subsidiaries, and shall not
interfere with the right of the Bank or its subsidiaries, or of the Optionee, to
terminate his employment at any time.

      If the Optionee's option has expired by reason of termination for cause,
the Board may, in its sole discretion, within thirty (30) days of such
termination, reinstate the option to the Optionee by written notice of such
reinstatement to the Optionee at his or her last known address. In the event of


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such reinstatement, the Optionee may exercise the option to such extent, for
such time, and upon such terms and conditions as if he or she had ceased to be
employed by the Bank or such subsidiary upon the date of such termination for a
reason other than for cause, death or disability. Termination for cause shall
include termination for malfeasance or gross misfeasance in the performance of
duties or conviction of illegal activity in connection therewith or any conduct
detrimental to the interests of the Bank or a subsidiary corporation, and in any
event, the determination of the Board of Directors with respect thereto shall be
final and conclusive.

7. Death of Optionee.

      If an Optionee dies while employed by or affiliated with the Bank or a
subsidiary, or during the 30 day period referred to in the Plan, the Options
granted to such Optionee shall expire on the Expiration Date specified for said
Options at the time of their grant, or one (1) year after the date of such
death, whichever is earlier. After such death, but before such expiration,
subject to the terms and provisions of the Plan and the related Option
Agreements, the person or persons to whom such Optionee's rights under the
Options shall have passed by will or by the applicable laws of descent and
distribution, or the executor or administrator of the Optionee's estate, shall
have the right to exercise such Options to the extent that increments, if any,
had become exercisable as of the date on which the Optionee died.

8. Adjustments Upon Changes in Capitalization.

      If the outstanding shares of Common Stock of the Bank are increased,
decreased, or changed into or exchanged for a different number or kind of shares
or securities of the Bank, through a reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, consolidation, or otherwise,
without consideration to the Bank, an appropriate and proportionate adjustment
shall be made in the number and kind of shares as to which Options may be
granted. A corresponding adjustment changing the number or kind of Option Shares
and the exercise prices per share allocated to unexercised Options, or portions
thereof, which shall have been granted prior to any such change, shall likewise
be made. Such adjustments shall be made without change in the total price
applicable to the unexercised portion of the Options, but with a corresponding
adjustment in the price for each Option Share subject to the Options.
Adjustments under this Section shall be made by the Board of Directors, whose
determination as to what adjustments shall be made, and the extent thereof,
shaI1 be final and conclusive. No fractional shares of stock shall be issued or
made available under the Plan on account of such adjustments, and fractional
share interests shall be disregarded, except that they may be accumulated.
Notwithstanding the foregoing or any other provision hereof, upon adoption by
the Bank of any plan or transaction which would, upon consummation, result in
termination of this Option: (i) this Option shall become immediately exercisable
in full for a reasonable period of time as may be determined by the Board of
Directors, but in any event not less than thirty (30) days, on the condition
that such terminating event is consummated; or (ii) provision shall be made in
connection with such transaction, of assumption or appropriate substitution of
this Option by any successor entity.

      Not less than 30 days prior to dissolution or liquidation of the Bank, or
upon consummation of a plan of reorganization, merger or consolidation of the
Bank with one or more banks or corporations, as a result of which the Bank is
not the surviving entity, or upon the sale of all or substantially all the
assets of the Bank to another bank or corporation, or in the event of any other
transaction involving the Bank where there is a change in ownership of at least
twenty-five percent (25 %), except as may result from a transfer of shares to
another corporation in exchange for at least


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eighty percent (80%) control of that corporation (a "Terminating Event"), the
Board of Directors shall notify each Optionee of the pendency of the Terminating
Event. Upon delivery of said notice, any Option granted prior to the Terminating
Event shall be, notwithstanding the provisions of Sections 6 and 7 hereof,
exercisable in full and not only as to those shares with respect to which
installments, if any, have then accrued, subject, however, to earlier expiration
or termination as provided elsewhere in the Plan. Upon the date which is thirty
(30) days after delivery of said notice, any Option or portion thereof not
exercised shall terminate, and upon the effective date of the Terminating Event,
the Plan and any options granted thereunder shall terminate, unless provision is
made in connection with the Terminating Event for assumption of Options or new
options covering stock of a successor employer corporation, or a parent or
subsidiary corporation thereof, with appropriate adjustments as to number and
kind of shares and prices. All Stock Options theretofore granted under the Plan
shall become immediately exercisable, unless provision is made in connection
with such transactions for assumption of Stock Options theretofore granted, or
substitution for such Stock Options with new stock options covering stock of a
successor employer bank or corporation, or a parent or subsidiary corporation
thereof, with appropriate adjustments as to the number and kind of shares and
prices.

9. Amendment and Termination.

      The Board of Directors of the Bank may at any time and from time to time
suspend, amend or terminate the Plan and may, with the consent of an Optionee,
make such modifications of the terms and conditions of that Optionee's Stock
Option as it shall deem advisable; provided that, except as permitted under the
provisions of Section 18 of the Plan, no amendment or modification may be
adopted without the Bank having first obtained the approval of the holders of a
majority of the Bank's outstanding shares of Common Stock entitled to vote at a
duly held meeting of shareholders of the Bank and by all applicable regulatory
authorities.

      No adjustment provided for in Section 8 shall require the Bank to sell a
fractional share under this Option.

10. Delivery of Stock Certificates.

      Upon each exercise of this Option, the Bank, as promptly as practicable,
shall mail or deliver, or cause to be mailed or delivered, to the Optionee a
stock certificate or certificates representing the shares then purchased. The
issuance of such shares and delivery of the certificate or certificates therefor
shall, however, be subject to any delay necessary to complete: (a) the listing
of such shares on any stock exchange upon which shares of the same class are
then listed; and (b) the mailing of provision for the payment or withholding of
any taxes required to be withheld pursuant to any applicable law, in respect of
the exercise of this Option or the receipt of such shares.

      THE BANK'S OBLIGATION TO ISSUE SHARES OF THE COMMON STOCK UPON EXERCISE OF
AN OPTION IS EXPRESSLY CONDITIONED UPON THE COMPLIANCE BY THE BANK WITH ALL
APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION: (A) COMPLETION BY THE BANK OF ANY
REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES UNDER APPLICABLE FEDERAL AND
STATE BANKING AND SECURITIES LAWS; OR (B) THE MAKING OF SUCH INVESTMENT
REPRESENTATIONS OR OTHER REPRESENTATIONS AND AGREEMENTS BY OPTIONEE OR ANY
PERSONS ENTITLED TO EXERCISE THE OPTION AS THE BOARD OF DIRECTORS SHALL, IN ITS
SOLE


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DISCRETION, DEEM NECESSARY OR ADVISABLE IN ORDER TO COMPLY WITH THE REQUIREMENTS
OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR OTHER QUALIFICATION OF SUCH
SHARES.

11. Notices, Etc.

      Any notices hereunder by the Optionee shall be given to the Bank in
writing and such notice and any payment by the Optionee hereunder shall be
deemed duly given or made only upon receipt thereof at the Bank's office at 100
Corporate Pointe, Culver City, California 90230, or at any such other address as
the Bank may designate by notice to the Optionee.

      Any notice or other communication to the Optionee shall be in writing and
any such communication and any delivery to the Optionee hereunder shall be
deemed duly given or made if mailed or delivered to the Optionee at such address
as the Optionee may have on file with the Bank or in care of the Bank at its
above office address.

12. Waiver.

      The waiver by the Bank of any provision of this Option shall not operate
as or be construed to be a waiver of the same provision or any other provision
hereof at any subsequent time or for any other purpose.

13. Irrevocability.

      This Option shall be irrevocable until it expires as herein provided.

14. Effective Date.

      This Option shall be deemed granted and effective on the Date of Grant.

15. Interpretation and Construction.

      The interpretation and construction of this Option by the Board of
Directors provided for in the Plan under which this Option is granted shall be
final and conclusive. The section headings in this Option are for convenience of
reference only and shall not be deemed part of, or germane to the interpretation
or construction of, this Option.

      IN WITNESS WHEREOF, the Bank has caused this Option to be executed.

                                                 ALLIANCE BANK


                                                 By: /s/ Curtis S. Reis
                                                     ---------------------------
                                                     Curtis S. Reis

                                                 Title: President & CEO
                                                        ------------------------

Attest:


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/s/ Michael L. Abrams
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Secretary