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Exhibit 10.12

                                  ALLIANCE BANK

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

      Option granted on October 1, 1998 (the "Date of Grant") by Alliance Bank,
a state-chartered banking corporation (the "Bank"), to Robert H. Thompson (the
"Optionee"), for 10,000 shares of Common Stock, at a cash exercise price of
$1.50 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.


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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 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:

             Year of Option                           Percent Exercisable

      End of Year One (1)                             Twenty Percent (20%)
      End of Year Two (2)                             Twenty Percent (20%)
      End of Year Three (3)                           Twenty Percent (20%)
      End of Year Four (4)                            Twenty Percent (20%)
      End of Year Five (5)                            Twenty Percent (20%)

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.


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      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
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


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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 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.


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      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 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.

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


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

                                        Name Printed: Curtis S. Reis
                                                      --------------------------

                                        Title: Chairman and President
                                               ---------------------------------

Attest:


/s/ Michael L. Abrams
--------------------------
Secretary
         Michael L. Abrams


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