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Exhibit 10.18

                                 ALLIANCE BANK

          1996 COMBINED INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

                              (Amended June 1996)

1.    Purpose

      The purpose of the Alliance Bank 1996 Combined Incentive and Non-Qualified
Stock Option Plan (the "Plan") is to strengthen Alliance Bank (the "Bank") and
those corporations which are or may hereafter become subsidiaries (the
"Subsidiaries") by providing to participating officers, employees and directors
added incentive for high levels of performance and for unusual efforts to
increase the earnings of the Bank and any Subsidiaries. The Plan seeks to
accomplish these purposes and achieve these results by providing a means whereby
such officers, employees and directors may purchase shares of the common stock
(the "Common Stock") of the Bank pursuant to stock options (the "Stock Options")
granted in accordance with this Plan.

      Stock Options granted pursuant to this Plan are intended to be either
Incentive Stock Options or Non-Qualified Stock Options (defined below) as shall
be designated by the Board of Directors upon the grant of each Stock Option
hereunder.

2.    Definitions.

      For purposes of this Plan, the following terms shall have the following
meanings:

            (a) "Common Stock" - This term shall mean shares of the Bank's
      common stock, subject to adjustment pursuant to Paragraph 16, "Adjustment
      Upon Changes in Capitalization," hereunder.

            (b) "Bank" - This term shall mean Alliance Bank, a state-chartered
      banking corporation.

            (c) "Eligible Incentive Plan Participants" - This term shall mean
      all full-time salaried officers and employees of the Bank or any
      Subsidiary who have completed six (6) months of service.

            (d) "Eligible Non-Qualified Plan Participants" - This term shall
      mean all full-time salaried officers and employees and all Directors of
      the Bank or any Subsidiary.

            (e) "Fair Market Value" - This term shall mean the fair market value
      of the Common Stock as determined in accordance with any reasonable
      valuation method selected by the Board of Directors.

            (f) "Incentive Stock Option" - This term shall mean a Stock Option
      which is an "incentive stock option" within the meaning of Section 422A of
      the Internal Revenue Code of 1986, as amended.

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            (g) "Non-Qualified Stock Option" - This term shall mean a Stock
      Option which does not qualify as an Incentive Stock Option.

            (h) "Option Share" - This term shall mean Common Stock covered by
      and subject to any outstanding unexercised Stock Option granted pursuant
      to this Plan.

            (i) "Optionee" - This term shall mean any Eligible Incentive or
      Non-Qualified Plan Participant to whom a Stock Option has been granted
      pursuant to this Plan, provided that at least part of the Stock Option is
      outstanding and unexercised.

            (j) "Plan" - This term shall mean the Alliance Bank 1996 Combine
      Incentive and Non-Qualified Stock Option Plan as embodied herein and as
      may be amended from time to time in accordance with the terms hereof and
      applicable law.

            (k) "Stock Option" - This term shall mean the right to purchase
      Common Stock under this Plan in a specified number of shares, at a price
      and upon the terms and conditions determined by the Board of Directors.
      The maximum term of each option granted shall be 10 years from date of
      grant.

3.    Administration.

            (a) Administration of the Plan. Any action of the Board of Directors
      with respect to the administration of the Plan shall be taken pursuant to
      a majority vote of its members, provided, however, that with respect to
      action taken by the Board of Directors in granting an option to an
      individual director, such action must be authorized by the required number
      of directors without counting the interested director, who shall abstain
      as to any vote on his option. An interested Director may be counted in
      determining the presence of a quorum at a meeting of the Board of
      Directors where such action will be taken. Any such action taken by the
      Board of Directors in the administration of this Plan shall be valid and
      binding, so long as the same is not inconsistent with the terms and
      conditions of this Plan, subject to the compliance with the terms,
      conditions and restrictions set forth in this Plan, including the power
      to: (i) establish the number of Stock Options, if any, to be granted
      hereunder, in the aggregate and with regard to each Eligible Incentive or
      Non-Qualified Plan Participant; (ii) determine the time or times when such
      Stock Options, or parts thereof, may be exercised; (iii) determine the
      Eligible Incentive or Non-Qualified Plan Participants, if any, to whom
      Stock Options are granted; (iv) determine the duration and purposes, if
      any, of leaves of absence which may be permitted to holders of
      unexercised, unexpired Stock Options without such constituting a
      termination of employment under this Plan; and (v) prescribe and amend the
      terms, provisions and form of each instrument and agreement setting forth
      the terms and conditions of every Stock Option granted hereunder.

            (b) Decision and Determinations. Subject to the express provisions
      of the Plan, the Board of Directors shall have the authority to construe
      and interpret this Plan, to define the terms used herein, to prescribe,
      amend and rescind the rules and regulations relating to the administration
      of the Plan, and to make all other determinations necessary or advisable
      for administration of the Plan. Determinations of the Board of Directors
      on matters referred to in this Section 3 shall be final and conclusive so
      long as the same are not inconsistent with the terms of this Plan.


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4.    Participation.

      All full-time salaried officers and employees of the Bank and its
subsidiary corporations who have completed six (6) months of service shall be
eligible for selection to receive both Incentive and Non-Qualified Stock
Options. Directors of the Bank and its subsidiary corporations who are not also
full-time salaried officers or employees of the Bank or a subsidiary corporation
shall be eligible to receive only Non-Qualified Stock Options. Subject to the
express provisions of the Plan, the Board of Directors shall select from the
eligible class and determine the individuals to whom Stock Options shall be
granted, whether such Stock Options shall be Incentive or Non-Qualified Stock
Options, and the terms and provisions of the respective Stock Option Agreements
(which need not be identical), the times at which such Stock Options shall be
granted, and the number of shares subject to each Stock Option. An individual
who has been granted a Stock Option may, if such individual is otherwise
eligible, be granted additional Stock Options if the Board of Directors shall so
determine. However, no Stock Options may be granted to any individual who,
immediately before the option is granted, owns beneficially more than ten
percent (10~) of the outstanding stock of the Bank (whether acquired upon
exercise of options or otherwise), unless: (i) with regard to Incentive Stock
Options, the option is not exercisable by its terms after five (5) years from
the date of its grant and the option price is at least one hundred ten percent
(110%) of the Fair Market Value (at the time the option is granted) of the stock
subject to option; or (ii) with regard to Non-Qualified Stock Options, the
option price is at least one hundred ten percent (110%) of the Fair Market Value
(at the time the option is granted) of the stock subject to option. For this
purpose, shares of stock subject to options may be considered beneficially owned
by an optionee but are not treated as outstanding stock of the Bank.

      The Board of Directors shall determine the individuals who shall receive
Stock Options and the terms and provisions of the Stock Options, and shall grant
such Options to such individuals.

5.    Shares Subject to the Plan.

      Subject to adjustments as provided in Section 16 hereof, the maximum
number of shares of Common Stock which may be issued upon exercise of all Stock
Options, whether Incentive or Non-Qualified Stock Options, granted under this
Plan is limited to 17.0596 percent of the outstanding shares in the aggregate at
the time of adoption of the Plan. Two-thirds (2/3) of such shares shall be
reserved exclusively for the grant of Stock Options to Eligible Incentive Plan
Participants. The remaining one-third (1/3) of such shares may be granted to
Eligible Non-Qualified Plan Participants.

      If a Stock Option shall be canceled, surrendered, or expire for any reason
without having been exercised in full, or an Optionee shall be terminated,
whether or not for cause, die or become disabled and such Stock Option shall be
deemed under this Plan to be exercisable only as to certain increments, if any,
then the Option Shares represented thereby which are not purchased or which may
not be purchased because the Stock Option is not fully exercisable shall again
be available for grants of Stock Options under this Plan.

6.    Eligibility.

      Only Eligible Incentive Plan Participants shall be eligible to receive
grants of Incentive Stock Options under this Plan. Only Eligible Non-Qualified
Plan Participants shall be eligible to receive grants of Non-Qualified Stock
Options under this Plan.


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7.    Grants of Stock Options.

            (a) Grant. Subject to the express provisions of the Plan, the Board
      of Directors in its sole and absolute discretion, may grant Stock Options
      of the Bank at the price(s) and time(s), on the terms and conditions and
      to such Eligible Incentive or Non-Qualified Plan Participants as it deems
      advisable and specifies in the respective grants, subject to the
      limitations and restrictions set forth in the Plan and applicable
      approvals. All such grants must be exercisable at the rate of at least
      twenty percent (20%) per year over five (5) years from the date the option
      is granted. An Eligible Incentive or Non-Qualified Plan Participant who
      has been granted an Incentive or Non-Qualified Stock Option may, if
      otherwise eligible, be granted additional Stock Options if the Board of
      Directors shall so determine.

            (b) Date of Grant and Rights of Optionee. The determination of the
      Board of Directors to grant a Stock Option shall not in any way constitute
      or be deemed to constitute an obligation of the Bank, or a right of the
      Eligible Incentive or Non-Qualified Plan Participant who is the proposed
      subject of the grant, and shall not constitute or be deemed to constitute
      the grant of a Stock Option hereunder unless and until both the Bank and
      the Eligible Incentive or Non-Qualified Plan Participant have executed and
      delivered to the other a stock option agreement ("Stock Option Agreement")
      in the form then required by the Board of Directors evidencing the grant
      of the Stock Option, together with such other instrument or instruments as
      may be required by the Board of Directors pursuant to this Plan; provided,
      however, that the Board of Directors may fix the date of grant as any date
      on or after the date of its final determination to grant the Stock Option
      (or if no date is fixed, then the date of grant shall be the date on which
      the determination was finally made by the Board of Directors to grant the
      Stock Option), and such date shall be set forth in the Stock Option
      Agreement. The date of grant as so determined shall be deemed the date of
      grant of the Stock Option for purposes of this Plan.

            (c) Shareholder-Employees. A Stock Option granted hereunder to an
      Eligible Incentive Plan Participant who is an employee of the Bank or any
      Subsidiary, who also owns (within the meaning of Section 424(d) of the
      Internal Revenue Code) at the date of the grant of the Stock Option more
      than ten percent (10%) of the total combined voting power of all classes
      of capital stock of the Bank or a Subsidiary, shall not qualify as an
      Incentive Stock Option unless: (i) the purchase once of the Option Shares
      subject to said Stock Option is at least 110% of the Fair Market Value of
      the Option Shares, determined as of the date said Stock Option is granted;
      and (ii) the Stock Option by its terms is not exercisable after five (5)
      years from the date that it is granted.

8.    Stock Option Exercise Price.

      The exercise price of any Option Shares shall be determined by the Board
of Directors, in its sole and absolute discretion, upon the grant of a Stock
Option. Except as provided in Section 7 hereof, the exercise price of any
Incentive Stock Option shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock represented by the Option Shares on the
date of grant of the related Stock Option. The Fair Market Value of such stock
shall be determined in accordance with any reasonable valuation method. The
exercise price of any Non-Qualified Stock


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Option shall not be less than one hundred percent (100%) of the Fair Market
Value of such stock. As to any Stock Option granted to any individual who,
immediately before the option is granted, owns beneficially more than ten
percent (10%) of the outstanding stock of the Bank (whether acquired upon
exercise of options or otherwise), the exercise price must be at least one
hundred ten percent (110%) of the Fair Market Value of the stock at the time
when such Stock Option is granted.

9.    Exercise of Stock Option.

            (a) Exercise. Except as otherwise provided elsewhere herein, each
      Stock Option shall be exercisable in such increments, which need not be
      equal, and upon such contingencies as the Board of Directors shall
      determine at the time of grant of the Stock Option; provided, however,
      that if an Optionee shall not in any given period exercise such part of
      the Stock Option which has become exercisable during that period, the
      Optionee's right to exercise such part of the Stock Option shall continue
      until expiration of the Stock Option or any part thereof as may be
      provided in the related Stock Option Agreement. No Stock Option or part
      thereof shall be exercisable except with respect to whole shares of Common
      Stock, and fractional share interests shall be disregarded except that
      they may be accumulated.

            (b) Notice and Payment. Stock Options granted hereunder shall be
      exercised by a ten (10) day written notice delivered to the Bank
      specifying the number of Option Shares with respect to which the Stock
      Option is being exercised, together with concurrent payment in full of the
      exercise price as hereinafter provided. If the Stock Option is being
      exercised by any person or persons other than the Optionee, said notice
      shall be accompanied by proof, satisfactory to counsel for the Bank, of
      the right of such person or persons to exercise the Stock Option. The
      Bank's receipt of notice of exercise without concurrent receipt of the
      full amount of the exercise price shall not be deemed an exercise of a
      Stock Option by an Optionee, and the Bank shall have no obligation to an
      Optionee for any Option Shares unless and until full payment of the
      exercise price is received by the Bank and all of the terms and provisions
      of the Plan and the related Stock Option agreement have been fully
      complied with.

            (c) Payment of Exercise Price. The exercise price of any Option
      Share purchased upon the proper exercise of a Stock Option shall be paid
      in full at the time of each exercise of a Stock Option in cash, by bank
      draft, cashier's or certified check which has an aggregate Fair Market
      Value equal to the full amount of the exercise price of the Stock Option,
      or part thereof, then being exercised. Payment by an Optionee as provided
      herein shall be made in full in cash or by cashier's or certified check
      concurrently with the Optionee's notification to the Bank of his intention
      to exercise all or part of a Stock Option.

            (d) Minimum Exercise. Not less than ten (10) Option Shares may be
      purchased at any one time upon exercise of a Stock Option unless the
      number of shares purchased is the total number which remains to be
      purchased under the Stock Option.

            (e) Compliance With Law. No shares of Common Stock shall be issued
      upon exercise of any Stock Option, and an Optionee shall have no right or
      claim to such shares, unless and until: (i) payment in full as provided
      herein above has been received by the Bank; (ii) in the opinion of the
      counsel for the Bank, all applicable requirements of law and of regulatory
      bodies having jurisdiction over such issuance and delivery have been fully
      complied with; and (iii) if required by federal or state law or
      regulation, the Optionee shall have paid to the Bank the amount, if any,
      required to be withheld on the amount deemed to be compensation to the
      Optionee as a result of the exercise of his or her Stock Option, or made


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      other arrangements satisfactory to the Bank, in its sole discretion, to
      satisfy applicable income tax withholding requirements.

            (f) Reorganization. Notwithstanding any provision in any Stock
      Option Agreement pertaining to the time of exercise of a Stock Option, or
      part thereof, upon adoption by the requisite holders of the outstanding
      shares of Common Stock of any plan of dissolution, liquidation,
      reorganization, merger, consolidation or sale of all or substantially all
      of the assets of the Bank to another bank or corporation which would, upon
      consummation, result in termination of a Stock Option in accordance with
      Section 17 hereof, all Stock Options previously granted may, in the
      discretion of the Board of Directors, become immediately exercisable as to
      all unexercised Option Shares for such period of time as may be determined
      by the Board of Directors, but in any event not less than 30 days, on the
      condition that the terminating event is consummated. If such terminating
      event is not consummated, Stock Options granted pursuant to the Plan shall
      be exercisable in accordance with their respective terms.

10.   Nontransferability of Stock Options.

      Each Stock Option shall, by its terms, be nontransferable by the Optionee
other than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee.

11.   Continuation of Affiliation.

      Nothing contained in this Plan (or in any Stock Option Agreement) shall
obligate the Bank or any Subsidiary to employ or continue to employ any Optionee
or any Eligible Incentive or Non-Qualified Plan Participant for any period of
time or interfere in any way with the right of the Bank or a Subsidiary to
reduce or increase the Optionee's or Eligible Incentive or Non-Qualified Plan
Participant's compensation.

12.   Continuation of Affiliation.

      Except as provided in Section 13 hereof, if for any reason other than
disability or death, an Optionee ceases to be employed by the Bank or a
Subsidiary, the Stock Options granted to such Optionee shall expire not later
than 30 days thereafter. During such period after cessation of affiliation, such
Stock Options shall be exercisable only as to those increments, if any, which
had become exercisable as of the date of on which such Optionee ceased to be
affiliated with the Bank or the Subsidiary, and any Stock Options or increments
which had not become exercisable as of such date shall expire and terminate
automatically on such date. Except as provided in Section 13 hereof, if an
Optionee ceases to be employed by the Bank or a Subsidiary by reason of
disability, such Optionee's Stock Options shall expire not later than one (1)
year thereafter. During such period after cessation of affiliation, such Stock
Options shall be exercisable only as to those increments, if any, which had
become exercisable as of the date on which such Optionee ceased to be affiliated
with the Bank or the Subsidiary, and any Stock Options or increments which had
not become exercisable as of such date shall expire and terminate automatically
on such date.

13.   Termination for Cause; Removal of Director for Cause.


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      If the Stock Option Agreement so provides and if an Optionee's employment
or affiliation with the Bank or a Subsidiary is terminated for cause, the Stock
Options granted to such Optionee shall automatically expire and terminate in
their entirety immediately upon such termination; provided, however, that the
Board of Directors may, in its sole discretion, within thirty (30) days of such
termination, reinstate such Stock Options by giving written notice of such
reinstatement to the Optionee. In the event of such reinstatement, the Optionee
may exercise the Stock Options only to such extent, for such time, and upon such
terms and conditions as if the Optionee had ceased to be employed by or
affiliated with the Bank or a Subsidiary upon the date of such termination for a
reason other than cause, disability or death. In the case of an employee,
termination for cause shall include, but shall not be limited to, termination
for malfeasance or gross misfeasance in the performance of duties or conviction
of illegal activity in connection therewith and, in any event, the determination
of the Board of Directors with respect thereto shall be final and conclusive. In
the case of a Director, termination for cause shall include removal pursuant to
Sections 302 and 304 of the California Corporations Code or removal pursuant to
the exercise of regulatory authority by the Federal Deposit Insurance
Corporation or other bank supervisory agency.

14.   Death of Optionee.

      If an Optionee dies while employed by or affiliated with the Bank or a
Subsidiary or during the thirty (30) day period referred to in Section 12 hereof
or the one (1) year period referred to in Section 15 hereof, the Stock Options
granted to such Optionee shall expire on the expiration dates specified for said
Stock 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 Stock Option
Agreements, the person or persons to whom such Optionee's rights under the Stock
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 Stock Options to the extent that increments, if
any, had become exercisable as of the date on which the Optionee died.

15.   Disability of Optionee.

      If an Optionee is disabled while employed by or affiliated with the Bank
or a Subsidiary or during the thirty day period referred to in Section 12
hereof, the Stock Options granted to such Optionee shall expire on the
expiration dates specified for said Stock Options at the time of their grant, or
one (1) year after the date such disability occurred, whichever is earlier.
After such disability occurs, but before such expiration, the Optionee or the
guardian or conservator of the Optionee's estate, as duly appointed by a court
of competent jurisdiction, shall have the right to exercise such Stock Options
to the extent that increments, if any, had become exercisable as of the date on
which the Optionee became disabled or ceased to be employed by or affiliated
with the Bank or a Subsidiary as a result of the disability. An Optionee shall
be deemed to be "disabled" if it shall appear to the Board of Directors, upon
written certification delivered to the Bank of a qualified licensed physician,
that the Optionee has become permanently and totally disabled within the meaning
of Section 422(c)(6) of the Internal Revenue Code.

16.   Adjustment Upon Changes in Capitalization.

      If the outstanding shares of Common Stock of the Bank are increased or
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, stock


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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 Stock Options may be granted. A corresponding adjustment changing the
number or kind of Option Shares and the exercise prices per share allocated to
unexercised Stock 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
Stock Option, but with a corresponding adjustment in the price for each Option
Share subject to the Stock Option. 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, shall 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.

17.   Termination Events.

      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 of 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 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 Section 9 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 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 transaction 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.

18.   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 16 hereof, no amendment or modification may be adopted
without the Bank having first obtained the approval of the holders of at least 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 the approval of the holders
of a majority of the disinterested shares represented and voting at the meeting,
or if the amendment or modification is approved by written consent the approval
of the majority of the outstanding shares and the approval of the majority of
the disinterested shares outstanding, and the approval of all applicable
regulatory authorities if the amendment or modification would:


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            (a) Materially increase the number of securities which may be issued
      under the Plan or increase the maximum number of shares which may be
      purchased pursuant to Options granted under the Plan, either in the
      aggregate or by an individual;

            (b) Materially modify the requirements as to eligibility for
      participation in the

            (c) Increase or decrease the exercise price of any Stock Option
      granted under the Plan;

            (d) Increase the maximum term of Stock Options provided herein;

            (e) Permit Stock Options to be granted to any person who is not
      either an Eligible Incentive Plan Participant or an Eligible Non-Qualified
      Plan Participant;

            (f) Change any provision of the Plan which would affect the
      qualification as an Incentive Stock Option under the Internal Revenue laws
      then applicable of any Stock Option granted as an Incentive Stock Option
      under the Plan; or

            (g) Materially increase benefits to any key employee who is subject
      to the restrictions of Section 16 of the Securities Exchange Act of 1934.

      Such amendment or modification shall be deemed adopted as of the date of
the action of the Board of Directors effecting such amendment or modif~cation
and shall be effective immediately, unless otherwise provided therein, subject
to approval thereof within twelve (12) months before or after the effective date
by shareholders of the Bank holding not less than a majority of the voting power
of the Bank; provided, however, the Board of Directors may amend the Plan in
total without shareholder approval if the Plan has not yet been approved by the
shareholders.

      Notwithstanding the above, the Board of Directors grant to an Optionee, if
such Optionee is otherwise eligible, additional Stock Options or, with the
consent of the Optionee, grant a new Stock Option in lieu of an outstanding
Option for a number of shares, at a purchase price and for a term which in any
respect is greater or less than that of the earlier Stock Option, subject to the
limitations of Section 8 and 24 hereof, and the approval of all applicable
regulatory authorities.

      No Stock Option may be granted during any suspension of the Plan or after
termination of the Plan. Amendment, suspension, or termination of the Plan shall
not (except as otherwise provided in Section 16 hereof, without the consent of
the Optionee, alter or impair any rights or obligations under the Stock Option
thereto granted.

19.   Rights of Eligible Participants and Optionees.

      No Eligible Incentive or Non-Qualified Plan Participant, Optionee or other
person shall have any claim or right to be granted a Stock Option under this
Plan, and neither this Plan nor any action taken hereunder shall be deemed to
give or be construed as giving any Eligible Incentive or Non-Qualified Plan
Participant, Optionee or other person any right to be retained in the employ of
the Bank or any subsidiary. Without limiting the generality of the foregoing, no
person shall have any rights as a result of his or her classification as an
Eligible Incentive or Non-Qualified Plan Participant or Optionee, such
classification being made solely to describe, define and limit those persons who
are eligible for consideration for privileges under the Plan.


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20.   Privileges of Stock Ownership, Regulatory Law Compliance Notice of Sale.

      No Optionee shall be entitled to the privileges of stock ownership as to
any Option Share not actually issued and delivered. No Option Shares may be
purchased upon the exercise of a Stock Option unless and until all then
applicable requirements of all regulatory agencies having jurisdiction and all
applicable requirements of the securities exchanges upon which securities of the
Bank are listed (if any) shall have been fully complied with. The Optionee
shall, not more than five (5) days after each sale or other disposition of
shares of Common Stock acquired pursuant to the exercise of Stock Options, give
the Bank notice in writing of such sale or other disposition. In the event that
the Optionee disposes of any Common Stock acquired by the exercise of an
Incentive Stock Option within the two-year period following grant of the Stock
Option, or within the one-year period following exercise of the Stock Option,
the Bank shall have the right to require the Optionee to remit to the Bank an
amount sufficient to satisfy all federal, state and local withholding tax
requirements as a condition to registration of the transfer of such Common Stock
on the Bank's books.

21.   Effective Date of Plan.

      The Plan shall be deemed adopted as of February 23, 1996 and shall be
effective immediately, subject to approval of the Plan within twelve months from
such date by the holders of at least a majority of the Bank's outstanding shares
of Common Stock present, or represented, and entitled to vote at a duly held
meeting of shareholders, and by a majority of the holders of the disinterested
shares represented and voting at the meeting, or if the Plan is approved by
written consent the approval of the majority of the outstanding shares and the
approval of the majority of the disinterested shares outstanding, and all
applicable regulatory authorities, if any.

22.   Termination.

      Unless previously terminated as aforesaid, the Plan shall terminate ten
(10) years from the earliest date of: (i) adoption of the Plan by the Board of
Directors of the Bank; or (ii) approval of the Plan by holders of at least a
majority of the outstanding shares of Common Stock present, or represented, and
entitled to vote at a duly held meeting of shareholders, and by a majority of
the holders of the disinterested shares represented and voting at the meeting.
No Stock Options shall be granted under the Plan thereafter, but such
termination shall not affect any Stock Options theretofore granted.

23.   Option Agreement.

      Each Stock Option granted under the Plan shall be evidenced by a written
Stock Option Agreement executed by the Bank and the Optionee, and shall contain
each of the provisions and agreements herein specifically required to be
contained therein, and such other terms and conditions as are deemed desirable
by the Board of Directors and are not inconsistent with this Plan.

24.   Stock Option Period.

      Each Stock Option and all rights and obligations thereunder shall expire
      on such date as the Board of Directors may determine, but not later than
      ten (10) years from the date such Stock Option is granted, and shall be
      subject to earlier termination as provided elsewhere in this Plan.


                                       11
<PAGE>

25.   Notices.

      All notices and demands of any kind which the Board of Directors, any
Optionee, Eligible Incentive or Non-Qualified Plan Participant, or other person
may be required or desires to give under the terms of this Plan shall be in
writing. Delivery by mail shall be deemed made at the expiration of the third
day after the day of mailing, except for notice of the exercise of a Stock
Option and payment of the Stock Option exercise price, both of which must be
actually received by the Bank.

26.   Limitations on Obligations of the Bank.

      All obligations of the Bank arising under or as a result of this Plan or
Stock Options granted hereunder shall constitute general unsecured obligations
of the Bank, the Board of Directors, any member thereof, any officer of the
Bank, or any other person or any Subsidiary, and none of the foregoing, except
the Bank, shall be liable for any debt, obligation, cost or expense hereunder.

27.   Limitations of Rights.

      The Board of Directors, in its sole and absolute discretion, is entitled
to determine who, if anyone, is an Eligible Incentive or Non-Qualified Plan
Participant under this Plan, and which, if any, Eligible Incentive or
Non-Qualified Plan Participant shall receive any grant of Stock Option. No oral
or written agreement by any person on behalf of the Bank relating to this Plan
or any Stock Option granted hereunder is authorized, and such may not bind the
Bank or the Board of Directors to grant any Stock Option to any person.

28.   Severability.

      If any provision of this Plan as applied to any person or to any
circumstances shall be adjudged by a court of competent jurisdiction to be void,
invalid, or unenforceable, the same shall in no way affect any other provision
hereof, the application of any such provision in any other circumstances, or the
validity of enforceability hereof.

29.   Successors.

      This Plan shall be binding upon the respective successors, assigns, heirs,
executors, administrators, guardians and personal representatives of the Bank
and Optionees.

Dated:    7-1        , 1996        ALLIANCE BANK
      ---------------


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

                                   Name Printed:   CURTIS S. REIS
                                                 ------------------------------

                                   Title:   CHAIRMAN & PRESIDENT
                                          --------------------------------


                                       12
<PAGE>

                                 ALLIANCE BANK

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

Option granted on ______________, 19__ (the "Date of Grant") by Alliance Bank:,
a state-chartered banking corporation (the "Bank"), to ______________________
(the "Optionee"), for ________ shares of Common Stock, at a cash exercise price
of $_______ 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.

3.    Time of Exercise of Option.


                                       13
<PAGE>

      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:

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.


                                       14
<PAGE>

      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
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


                                       15
<PAGE>

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 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


                                       16
<PAGE>

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 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.


                                       17
<PAGE>

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:
                                         ---------------------------------------

                                     Title:
                                            ------------------------------------

Attest:

-----------------------------
Secretary


                                       18
<PAGE>

                                 ALLIANCE BANK

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

      Option granted on __________, 19__ (the "Date of Grant") by Alliance Bank,
a state-chartered banking corporation (the "Bank"), to ____________________ (the
"Optionee"), for ________ shares of Common Stock, at a cash exercise price of
$______ 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 or Director of the Bank or any subsidiary, this Option
shall expire as provided in Section 6 below; and (b) if the Optionee dies on or
before the Expiration Date this Option shall expire as provided in Section 7
below. 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 or Director and has continuously been an Employee or
Director 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 or affiliation for any purpose of this Option.

3.    Time of Exercise of Option.


                                       19
<PAGE>

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

4.    Method of Exercise of Option.

      This Option shall be exercised in and only in the following manner: the
Optionee shall give 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-Transferabilitv 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 or Director 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 by or ceases to serve as a Director of the Bank
or any subsidiary 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.


                                       20
<PAGE>

      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
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 or affiliated with the Bank or such subsidiary upon the date of such
termination for a reason other than for cause, death or disability. In the case
of an Employee, 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. In the
case of a Director, termination for cause shall include removal pursuant to
Sections 302 and 304 of the California Corporations Code or removal pursuant to
the exercise of regulatory authority by the Federal Deposit Insurance
Corporation or other bank regulatory agency.

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,
shall 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.


                                       21
<PAGE>

      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 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 coverage 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 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 making 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)


                                       22
<PAGE>

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 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 und1 it expires as herein provided.

14.   Effective Date.

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


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<PAGE>

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:
                                         ---------------------------------------

                                     Name Printed:
                                                   -----------------------------

                                     Title:
                                            ------------------------------------

Attest:

-----------------------------
Secretary


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