Exhibit 10.1

     1.     Purpose
            -------

     The  purpose of the Community West Bancshares 2006 Stock Option Plan ("2006
Plan")  is  to  strengthen Community West Bancshares ("Company") and those banks
and  corporations  which  are  or  hereafter  become  subsidiary  corporations
("Subsidiary" or "Subsidiaries") by providing additional means of attracting and
retaining  competent  managerial  personnel  and  by  providing to participating
Directors,  officers  and  key  employees  added  incentive  for  high levels of
performance  and for unusual efforts to increase the earnings of the Company and
any  Subsidiaries.  The 2006 Plan seeks to accomplish these purposes and achieve
these  results  by  providing  a  means whereby such Directors, officers and key
employees  may  purchase  shares  of the Common Stock of the Company pursuant to
Stock  Options  granted  in  accordance  with  this  Plan.

     Stock  Options  granted  pursuant to this Plan are intended to be Incentive
Stock  Options  or  Non-Qualified  Stock  Options,  as  shall  be determined and
designated  by  the  Stock  Option Committee upon the grant of each Stock Option
hereunder.

     2.     Definitions
            -----------

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

          (a)     "Affiliation"  or  "affiliated."  For purposes of Sections 10,
                   -----------        ----------
     11,  12,  13 and 14 hereof, these terms shall mean service as a Director of
     the  Company  or  any  Subsidiary.

          (b)     "Common  Stock."  This term shall mean shares of the Company's
                   -------------
     common  stock,  no  par value, subject to adjustment pursuant to Section 15
     (Adjustment  Upon  Changes  in  Capitalization)  hereunder.

          (c)     "Company."  This  term shall mean Community West Bancshares, a
                   -------
     California  corporation.

          (d)     "Eligible  Participants."  This  term  shall  mean:  (i)  all
                   ----------------------
     Directors  of  the Company or any Subsidiary; (ii) all officers (whether or
     not  they  are  also Directors) of the Company or any Subsidiary; and (iii)
     all  key  employees  (as such persons may be determined by the Stock Option
     Committee  from  time  to  time) of the Company or any Subsidiary, provided
     that such officers and key employees have a customary work week of at least
     forty  hours  in  the  employ  of  the  Company  or  a  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  Stock Option Committee, including the
     valuation  methods  described  in  Treasury  Regulations Section 20.2031-2.

          (f)     "Incentive Stock Option."  This term shall mean a Stock Option
                   ----------------------
     which  is  an "incentive stock option" within the meaning of Section 422 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  is  not  an  Incentive  Stock  Option.

          (h)     "Option Shares."  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 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 Community West Bancshares
                   ----
     2006  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 a
                   -------------
     specified  number of shares of Common Stock under this Plan, at a price and
     upon  the  terms  and  conditions determined by the Stock Option Committee.

          (l)     "Stock  Option  Committee."  The  Board  of  Directors  of the
                   ------------------------
     Company  may  select  and  designate a Stock Option Committee consisting of
     three or more Directors of the Company, having full authority to act in the
     matter.  Regardless  of  whether  a Stock Option Committee is selected, the
     Board of Directors of the Company may act as the Stock Option Committee and
     any  action  taken by said Board as such shall be deemed to be action taken
     by  the  Stock  Option  Committee. All references in the Plan to the "Stock
     Option Committee" shall be deemed to refer to the Board of Directors of the
     Company  acting as the Stock Option Committee and to a duly appointed Stock
     Option  Committee,  if  there  be one. In the event of any conflict between
     action  taken  by  the  Board acting as a Stock Option Committee and action
     taken  by  a duly appointed Stock Option Committee, the action taken by the
     Board shall be controlling and the action taken by the duly appointed Stock
     Option  Committee  shall  be  disregarded.

          (m)     "Subsidiary."  This  term  shall  mean  each  "subsidiary
                   ----------
     corporation"  (treating the Company as the employer corporation) as defined
     in  Section  424(f)  of  the  Internal  Revenue  Code  of 1986, as amended.

     3.     Administration

          (a)     Stock  Option  Committee.  This  Plan shall be administered by
                  ------------------------
     the  Stock  Option  Committee.  The Board of Directors of the Company shall
     have  the  right, in its sole and absolute discretion, to remove or replace
     any person from or on the Stock Option Committee at any time for any reason
     whatsoever.

          (b)     Administration  of  the  Plan.  Any action of the Stock Option
                  -----------------------------
     Committee  with  respect  to  the administration of the Plan shall be taken
     pursuant  to a majority vote, or pursuant to the unanimous written consent,
     of  its members. Any such action taken by the Stock Option Committee 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
     compliance  with  the  terms, conditions and restrictions set forth in this
     Plan,  the  Stock  Option  Committee shall have the exclusive right, in its
     sole  and absolute discretion, to establish the terms and conditions of all
     Stock  Options  granted  under  the  Plan,  including,  without meaning any
     limitation,  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  Participant;  (ii)  determine  the  time or times when such Stock
     Options,  or  parts  thereof,  may  be


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<PAGE>
     exercised;  (iii) determine and designate which Stock Options granted under
     the  Plan shall be Incentive Stock Options and which shall be Non-Qualified
     Stock  Options;  (iv)  determine the Eligible Participants, if any, to whom
     Stock Options are granted; (v) 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  the  Plan;  and  (vi)  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.

          (c)     Decisions  and  Determinations.  Subject  to  the  express
                  ------------------------------
     provisions of the Plan, the Stock Option Committee shall have the authority
     to  construe  and  interpret this Plan, to define the terms used herein, to
     prescribe,  amend,  and  rescind  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 Stock
     Option  Committee  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.

     4.     Shares  Subject  to  the  Plan
            ------------------------------

     Subject to adjustments as provided in Section 15 hereof, the maximum number
of shares of Common Stock which may be issued upon exercise of all Stock Options
granted  under  this  Plan  is limited to Five Hundred Thousand (500,000) in the
aggregate.  If any Stock Option shall be canceled, surrendered or expire for any
reason  without  having  been  exercised  in full, the unpurchased Option Shares
represented  thereby  shall again be available for grants of Stock Options under
this  Plan.

     5.     Eligibility
            -----------

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

     6.     Grants  of  Stock  Options

          (a)     Grant.  Subject  to  the  express  provisions of the Plan, the
                  -----
     Stock  Option  Committee,  in  its  sole and absolute discretion, may grant
     Stock  Options  to  Eligible Participants for a number of Option Shares, at
     the  price(s)  and  time(s),  and  on  the terms and conditions as it deems
     advisable  and  specifies in the respective grants; provided, however, that
     such  grants  shall  vest  at  least  at  the  rate of twenty percent (20%)
     annually  over  five (5) years from the date of grant. The terms upon which
     and  the  times  at  which,  or the periods within which, the Option Shares
     subject to such Stock Options may become acquired or such Stock Options may
     be acquired and exercised shall be as set forth in the Plan and the related
     Stock  Option  Agreements.  Subject to the limitations and restrictions set
     forth  in  the  Plan,  an Eligible Participant who has been granted a Stock
     Option  may,  if otherwise eligible, be granted additional Stock Options if
     the  Stock  Option Committee shall so determine. The Stock Option Committee
     shall designate in each grant of a Stock Option whether the Stock Option is
     an  Incentive  Stock  Option  or  a  Non-Qualified  Stock  Option.

          (b)     Date  of  Grant  and Rights of Optionee.  The determination of
                  ---------------------------------------
     the  Stock  Option  Committee  to grant a Stock Option shall not in any way
     constitute  or  be  deemed to constitute an obligation of the Company, or a
     right of the Eligible 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  Company  and the Eligible
     Participant  have  executed  and  delivered  to  the  other  a Stock Option
     Agreement  in  the  form  then  required  by  the Stock Option Committee as
     evidencing  the  grant  of  the  Stock  Option,  together  with  such other
     instrument  or instruments as may be required by the Stock Option Committee
     pursuant  to  this Plan; provided, however, that the Stock Option Committee
     may  fix  the  date  of grant as any date on or after the date of its final
     determination


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<PAGE>
     to  grant  the  Stock Option (or if no such date is fixed, then the date of
     grant  shall be the date on which the determination was finally made by the
     Stock  Option  Committee 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  Participant who is also an officer or key employee of the Company
     or  any  Subsidiary,  who  owns, directly or indirectly, 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 Company or a
     Subsidiary  (if  permitted  in  accordance with the provisions of Section 5
     herein)  shall  not  qualify  as  an Incentive Stock Option unless: (i) the
     purchase  price  of  the  Option  Shares subject to said Stock Option is at
     least one hundred ten percent (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. The attribution rules of Section 424(d) of the
     Internal Revenue Code of 1986, as amended, shall apply in the determination
     of  indirect  ownership  of  stock.

          (d)     Maximum  Value  of Stock Options.  No grant of Incentive Stock
                  --------------------------------
     Options  hereunder  may  be  made  when  the aggregate Fair Market Value of
     Option  Shares  with  respect to which Incentive Stock Options (pursuant to
     this  Plan  or  any other Incentive Stock Option Plan of the Company or any
     Subsidiary)  are exercisable for the first time by the Eligible Participant
     during  any  calendar year exceeds One Hundred Thousand Dollars ($100,000).

          (e)     Substituted  Stock  Options.  If all of the outstanding shares
                  ---------------------------
     of common stock of another corporation are changed into or exchanged solely
     for  the  Common  Stock  in  a  transaction  to which Section 424(a) of the
     Internal  Revenue  Code  of 1986, as amended, applies, then, subject to the
     approval  of the Board of Directors of the Company, Stock Options under the
     Plan  may  be  substituted  ("Substituted  Options") in exchange for valid,
     unexercised  and  unexpired  stock  options  of  such  other  corporation.
     Substituted  Options  shall  qualify  as  Incentive Stock Options under the
     Plan, provided that (and to the extent) the stock options exchanged for the
     Substituted  Options  were  Incentive  Stock  Options within the meaning of
     Section  422  of  the  Internal  Revenue  Code  of  1986,  as  amended.

          (f)     Non-Qualified  Stock  Options.  Stock  Options and Substituted
                  -----------------------------
     Options granted by the Stock Option Committee shall be deemed Non-Qualified
     Stock  Options  under  this Plan if they: (i) are designated at the time of
     grant as Incentive Stock Options but do not so qualify under the provisions
     of  Section  422  of  the  Code or any regulations or rulings issued by the
     Internal Revenue Service for any reason; (ii) are not granted in accordance
     with the provisions of Section 6(c); (iii) are in excess of the fair market
     value  limitations  set  forth  in  Section  6(d);  (iv)  are granted to an
     Eligible  Participant  who is not an officer or key employee of the Company
     or  any  Subsidiary;  or  (v)  are  designated  at  the  time  of  grant as
     Non-Qualified  Stock  Options.  Non-Qualified  Stock  Options  granted  or
     substituted  hereunder shall be so designated in the Stock Option Agreement
     entered  into  between  the  Company  and  the  Optionee.


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<PAGE>
     7.     Stock  Option  Exercise  Price
            ------------------------------

          (a)     Minimum  Price.  The exercise price of any Option Shares shall
                  --------------
     be  determined  by  the  Stock  Option  Committee, in its sole and absolute
     discretion,  upon the grant of a Stock Option. Except as provided elsewhere
     herein,  said  exercise  price  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.

          (b)     Substituted  Options.  The exercise price of the Option Shares
                  --------------------
     subject  to  each  Substituted Option may be fixed at a price less than one
     hundred  percent (100%) of the Fair Market Value of the Common Stock at the
     time  such  Substituted  Option  is granted if said exercise price has been
     computed  to  be  not  less  than the exercise price set forth in the stock
     option  of  the  other  corporation  for which it was exchanged immediately
     before  substitution,  with  appropriate adjustment to reflect the exchange
     ratio  of  the  shares of stock of the other corporation into the shares of
     Common  Stock.

          (c)     Ten  Percent  Shareholder-Employees.  Notwithstanding  the
                  -----------------------------------
     provisions  of  Section  7(a)  or  Section  7(b), the exercise price of any
     Option  Shares  granted  hereunder  to  an  Eligible  Participant who is an
     officer  or  key  employee  of  the  Company  or  any Subsidiary, and owns,
     directly  or indirectly, 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 Company or a Subsidiary (if permitted in accordance
     with the provisions of Section 5 herein), that is intended to qualify as an
     Incentive  Stock Option shall be at least one hundred ten percent (110%) of
     the  Fair Market Value of the Option Shares, determined as of the date said
     Stock  Option  is  granted.

     8.     Exercise  of  Stock  Options
            ----------------------------

          (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 Stock Option Committee shall
     determine at the time of grant of the Stock Option; provided, however, that
     if  an  Optionee shall not in any given period exercise any part of a 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)     Prior  Outstanding  Incentive  Stock Options.  Incentive Stock
                  --------------------------------------------
     Options  granted  (or  substituted)  to  an  Optionee under the Plan may be
     exercisable  while  such  Optionee  has  outstanding  and  unexercised  any
     Incentive  Stock  Option  previously granted (or substituted) to him or her
     pursuant  to  this  Plan  or  any  other Incentive Stock Option Plan of the
     Company  or  any  Subsidiary. An Incentive Stock Option shall be treated as
     outstanding  until it is exercised in full or expires by reason of lapse of
     time.

          (c)     Notice  and Payment.  Stock Options granted hereunder shall be
                  -------------------
     exercised  by written notice delivered to the Company 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  the counsel for the Company, of the right of such
     person  or persons to exercise the Stock Option. The Company's receipt of a
     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  Company  shall  have  no  obligation  to  an  Optionee


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<PAGE>
     for  any  Option Shares unless and until full payment of the exercise price
     is  received by the Company and all of the terms and provisions of the Plan
     and  the  related  Stock  Option  agreement  have been fully complied with.

          (d)     Payment  of  Exercise Price.  The exercise price of any Option
                  ---------------------------
     Shares  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 (or bank,
     cashier's  or  certified  check) and/or, with the prior written approval of
     the  Stock  Option  Committee  at or before the time of exercise, in Common
     Stock  of  the Company which, when added to the cash payment, if any, 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 concurrently with
     the Optionee's notification to the Company of his intention to exercise all
     or  part  of  a  Stock  Option.  If all or any part of a payment is made in
     shares of Common Stock as heretofore provided, such payment shall be deemed
     to  have  been  made only upon receipt by the Company of all required share
     certificates,  and  all  stock  powers  and  all  other  required  transfer
     documents  necessary to transfer the shares of Common Stock to the Company.

          (e)     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.

          (f)     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  hereinabove has been received by the Company; (ii) in the opinion
     of  the  counsel for the Company, 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 Company 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
     other  arrangements satisfactory to the Company, in its sole discretion, to
     satisfy  applicable  income  tax  withholding  requirements.

          (g)     Acceleration  Upon  Reorganization.  Notwithstanding  any
                  ----------------------------------
     provision  in any Stock Option Agreement pertaining to the time of exercise
     of  a  Stock  Option, or part thereof, or any other provision of this Plan,
     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
     Company  to  another  corporation which would, upon consummation, result in
     termination  of  a  Stock  Option in accordance with Section 16 hereof, all
     Stock  Options  previously  granted  shall  become immediately exercisable,
     whether  or  not vested under the Plan or Stock Option Agreement, as to all
     unexercised  Option  Shares for such period of time as may be determined by
     the  Stock  Option  Committee,  but  in any event not less than thirty (30)
     days,  on  the condition that the terminating event described in Section 16
     hereof  is  consummated. If such terminating event is not consummated or if
     the  surviving  entity  (successor entity) assumes such obligation or gives
     appropriate  substitution  thereof,  Stock  Options granted pursuant to the
     Plan  shall be exercisable in accordance with the terms of their respective
     Stock  Option  Agreements.

     9.     Nontransferability  of  Stock  Options
            --------------------------------------

     Each Stock Option shall, by its terms, be non- transferable 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.

     10.     Continuation  of  Affiliation
             -----------------------------


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<PAGE>
     Nothing  contained  in  this  Plan (or in any Stock Option Agreement) shall
obligate the Company or any Subsidiary to employ or continue to employ or remain
affiliated  with any Optionee or any Eligible Participant for any period of time
or  interfere in any way with the right of the Company or a Subsidiary to reduce
or  increase  the  Optionee's  or  Eligible  Participant's  compensation.

     11.     Cessation  of  Affiliation
             --------------------------

     Except  as  provided  in  Section  12 hereof, if, for any reason other than
disability or death, an Optionee ceases to be employed by or affiliated with the
Company or a Subsidiary, 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  ninety  (90)  days  after  the  Optionee ceases to be so affiliated,
whichever  is  earlier.  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  Company  or  the  Subsidiary,  and  any  Stock Options or
increments  which  had  not  become  exercisable  as  of  such date shall expire
automatically  on  such  date.

     12.     Termination  for  Cause
             -----------------------

     If  the  Stock Option Agreement so provides and if an Optionee's employment
by  or affiliation with the Company or a Subsidiary is terminated for cause, 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 thirty (30) days
after  termination  for cause, whichever is earlier; provided, however, that the
Stock  Option  Committee 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  Company or a Subsidiary upon the date of such termination
for a reason other than cause, disability or death.  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 Stock Option
Committee  with  respect  thereto  shall  be  final  and  conclusive.

     13.     Death  of  Optionee
             -------------------

     If  an  Optionee dies while employed by or affiliated with the Company or a
Subsidiary,  or  during  the ninety-day period referred to in Section 11 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.

     14.     Disability  of  Optionee
             ------------------------

     If an Optionee is disabled while employed by or affiliated with the Company
or  a  Subsidiary or during the ninety (90) day period referred to in Section 11
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


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<PAGE>
or  ceased to be employed by or affiliated with the Company or a Subsidiary as a
result  of  the  disability.  An Optionee shall be deemed to be "disabled" if it
shall appear to the Stock Option Committee, upon written certification delivered
to  the  Company of a qualified licensed physician, that the Optionee has become
permanently  and totally unable to engage in any substantial gainful activity by
reason  of  a  medically determinable physical or mental impairment which can be
expected  to  result  in  the  Optionee's  death,  or which has lasted or can be
expected  to  last  for  a  continuous  period  of  not  less  than  12  months.

     15.     Adjustment  Upon  Changes  in  Capitalization
             ---------------------------------------------

     If  the  outstanding  shares  of Common Stock of the Company are increased,
decreased  or changed into or exchanged for a different number or kind of shares
or  securities  of  the  Company,  through  a  reorganization,  merger,
recapitalization,  reclassification,  stock  split,  stock  dividend,  stock
consolidation,  or  otherwise,  without  consideration  to  the  Company,  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 Stock Option Committee, 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.

     16.     Terminating  Events
             -------------------

     Upon  consummation  of a plan of dissolution or liquidation of the Company,
or upon consummation of a plan of reorganization, merger or consolidation of the
Company  with  one or more corporations, as a result of which the Company is not
the surviving entity, or upon the sale of all or substantially all the assets of
the  Company  to another corporation, the Plan shall automatically terminate and
all  Stock  Options theretofore granted shall be terminated, unless provision is
made  in  connection  with  such  transaction  for  assumption  of Stock Options
theretofore  granted  (in  which case such Stock Options shall be converted into
Stock Options for a like number and kind for shares of the surviving entity), or
substitution  for  such Stock Options with new stock options covering stock of a
successor  employer  corporation, or a parent or subsidiary corporation thereof,
solely  at the discretion of such successor corporation, or parent or subsidiary
corporation,  with  appropriate  adjustments as to number and kind of shares and
prices.

     17.     Amendment  and  Termination
             ---------------------------

     The Board of Directors of the Company 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  15  hereof, no amendment or modification may be adopted
without  the  Company  having  first  obtained  the approval of the holders of a
majority  of  the  Company's  outstanding  shares  of  Common  Stock present, or
represented,  and entitled to vote at a duly held meeting of shareholders of the
Company,  or  by  written  consent,  if  the  amendment  or  modification would:

          (a)     materially  increase  the  number  of  securities which may be
     issued  under  the  Plan;

          (b)     materially  modify  the  requirements  as  to  eligibility for
     participation  in  the  Plan;

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


                                        8
<PAGE>
          (d)     increase  the  maximum  term  of  Stock  Options  provided for
     herein;

          (e)     permit Stock Options to be granted to any person who is not an
     Eligible  Participant;  or

          (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.

     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 15 hereof), without the
consent  of  the  Optionee,  alter or impair any rights or obligations under any
Stock  Option  theretofore  granted.


     18.     Rights  of  Eligible  Participants  and  Optionees
             --------------------------------------------------

     No  Eligible  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  Participant,  Optionee or other person any right to be retained in the
employ of the Company 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  Participant  or Optionee, such classifications
being  made  solely to describe, define and limit those persons who are eligible
for  consideration  for  privileges  under  the  Plan.

     19.     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  Shares  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
Company  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  Company  notice  in  writing  of  such  sale  or  other  disposition.

     20.     Effective  Date  of  the  Plan
             ------------------------------

     The  Plan  shall be deemed adopted as of March 23, 2006, but the Plan shall
only  be effective if (and immediately as of the date that) the Plan is approved
by  the  holders  of  at least a majority of the Company's outstanding shares of
Common  Stock  represented  and  voting  at  a  meeting  of  shareholders.

     21.     Termination
             -----------

     Unless  previously  terminated  as  aforesaid,  the Plan shall terminate on
March  23,  2016.   No Stock Options shall be granted under the Plan thereafter,
but  such  termination  shall  not  affect any Stock Option theretofore granted.

     22.     Option  Agreement
             -----------------

     Each  Stock  Option  granted under the Plan shall be evidenced by a written
Stock  Option  Agreement  executed  by  the  Company and the Optionee, and shall
contain  each  of  the  provisions  and  agreements  herein


                                        9
<PAGE>
specifically  required  to  be  contained  therein,  and  such  other  terms and
conditions  as  are  deemed  desirable by the Stock Option Committee and are not
inconsistent  with  this  Plan.


     23.     Stock  Option  Period
             ---------------------

     Each Stock Option and all rights and obligations thereunder shall expire on
such  date  as  the Stock Option Committee 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.

     24.     Exculpation  and  Indemnification  of  Stock  Option  Committee
             ---------------------------------------------------------------

     In  addition to such other rights of indemnification which they may have as
directors  of  the  Company  or  as  members  of the Stock Option Committee, the
members of the Stock Option Committee, and each of them, shall be indemnified by
the  Company  for  and  against  all  costs, judgments, penalties and reasonable
expenses,  including  reasonable  attorneys'  fees,  actually  and appropriately
incurred  by  them in connection with all actions, suits and proceedings, and in
connection  with appeals thereof, to which they or any of them may be a party by
reason  of any act or omission of any member of the Stock Option Committee under
or in connection with the Plan or any Stock Option granted thereunder; provided,
however,  that  a  member of the Stock Option Committee shall not be entitled to
any  indemnification  whatsoever  pursuant to this Section for or as a result of
any  act  or omission of such member which was not taken in good faith and which
constituted  willful  misconduct  or  gross  negligence by such member; provided
further,  that  any  amounts paid by any member of the Stock Option Committee in
settlement  of  an  action,  suit or proceeding for which indemnification may be
sought  pursuant  to  this  Section  shall  be  first  approved  in  writing  by
independent  legal  counsel selected by the Company; and, provided further, that
within  thirty  (30)  days  after  institution  of an action, suit or proceeding
against  any  member  with  respect  to  which  such  member  is  entitled  to
indemnification  hereunder, such member shall, in writing, offer the Company the
opportunity,  at  its  own expense, to handle (including settle) and conduct the
defense  thereof.  The  provisions  of  this  Section shall apply to the estate,
executor  and  administrator  of  each  member  of  the  Stock Option Committee.

     25.     Notices
             -------

     All  notices  and demands of any kind which the Stock Option Committee, any
Optionee,  Eligible  Participant,  or other person may be required or desires to
give  under the terms of this Plan shall be in writing and shall be delivered in
hand to the person or persons to whom addressed (in the case of the Stock Option
Committee,  with  the Chief Executive Officer of the Company), by leaving a copy
of  such  notice  or  demand  at the address of such person or persons as may be
reflected  in the records of the Company, or by mailing a copy thereof, properly
addressed  as  above,  by  certified  or  registered mail, postage prepaid, with
return receipt requested.  Delivery by mail shall be deemed made upon receipt by
the  notifying  party of the return receipt request acknowledging receipt of the
notice  or  demand.

     26.     Limitation  on  Obligations  of  the  Company
             ---------------------------------------------

     All obligations of the Company arising under or as a result of this Plan or
Stock  Options  granted  hereunder  shall  constitute  the  general  unsecured
obligations  of  the  Company, and not of the Board of Directors of the Company,
any  member thereof, the Stock Option Committee, any member thereof, any officer
of  the  Company,  or  any  other  person  or  any  Subsidiary,  and none of the
foregoing, except the Company, shall be liable for any debt, obligation, cost or
expense  hereunder.

     27.     Limitation  of  Rights
             ----------------------


                                       10
<PAGE>
     The  Stock  Option  Committee,  in  its  sole  and  absolute discretion, is
entitled  to  determine  who,  if  anyone, is an Eligible Participant under this
Plan, and which, if any, Eligible Participant shall receive any grant of a Stock
Option.  No  oral  or  written  agreement by any person on behalf of the Company
relating  to  this Plan or any Stock Option granted hereunder is authorized, and
such  may  not bind the Company or the Stock Option Committee to grant any Stock
Option  to  any  person.

     28.     Severability
             ------------

     If  any  provision  of  this  Plan  as  applied  to  any  person  or to any
circumstance  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  or  enforceability  hereof.

     29.     Construction
             ------------

     Where the context or construction requires, all words applied in the plural
herein shall be deemed to have been used in the singular and vice versa, and the
masculine  gender  shall  include  the  feminine  and the neuter and vice versa.

     30.     Headings
             --------

     The  headings  of  the  several  sections  herein  are  inserted solely for
convenience  of  reference  and  are  not intended to form a part of and are not
intended  to  govern,  limit or aid in the construction of any term or provision
hereof.

     31.     Successors
             ----------

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

     32.     Governing  Law
             --------------

     This Plan shall be governed by and construed in accordance with the laws of
the  State  of  California.

     33.     Conflict
             --------

     In the event of any conflict between the terms and provisions of this Plan,
and  any other document, agreement or instrument, including, without meaning any
limitation,  any  Stock  Option Agreement, the terms and provisions of this Plan
shall  control.


                                       11
<PAGE>
                            COMMUNITY WEST BANCSHARES
            PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON MAY 25, 2006
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Marcy Shewmon and Susan Thompson, or any of
them, agents and proxy of the undersigned, each with full power of substitution,
to  attend  and act as proxy or proxies of the undersigned at the Annual Meeting
of  Shareholders  of  Community  West Bancshares to be held at La Cumbre Country
Club,  4015  Via Laguna, Santa Barbara, California on Thursday, May 25, 2006, at
6:00P.M.,  and  at  any  and  all adjournments thereof, and to vote as specified
herein  the number of shares which the undersigned, if personally present, would
be  entitled  to  vote,  as  follows:

1.   ELECTION  OF  DIRECTORS:
                          __ FOR all nominees listed below __ WITHHOLD AUTHORITY

      Robert H. Bartlein - Jean W. Blois - John D. Illgen - Lynda J. Nahra
William R. Peeples - James R. Sims, Jr. - Kirk B. Stovesand - C. Richard Whiston


2.   Other  business.To transact such other business as may properly come before
     the  Meeting  and  any  adjournment  thereof.

                      PLEASE SIGN AND DATE THE OTHER SIDE
-  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


THIS  PROXY  WILL  BE  VOTED  AS SPECIFIED OR IF NO CHOICE IS SPECIFIED, WILL BE
VOTED  FOR  THE  EIGHT  NOMINEES  FOR  ELECTION AND FOR PROPOSAL 2. (Please sign
exactly  as  name  appears.  When  shares are held by joint tenants, both should
sign.  When  signing  as  attorney,  as  executor,  administrator,  trustee  or
guardian, please give full title as such.  If a corporation, please sign in full
corporate  name  by  President  or  other  authorized officer. If a partnership,
please  sign  in  partnership  name  by  authorized  person.)

                                                   Dated:__________________,2006


                                                    ____________________________
                                                             (Signature)


                                                    ____________________________
                                                    (Signature, if held jointly)



                I do __ do not __ expect to attend the Meeting.

THIS  PROXY  IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
BY  THE  SHAREHOLDER  DELIVERING  IT  PRIOR  TO  ITS EXERCISE BY FILING WITH THE
CORPORATE  SECRETARY  OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY
EXECUTED  PROXY BEARING A LATER DATE OR BY APPEARING AND VOTING IN PERSON AT THE
MEETING.


                                       12