EXHIBIT 10 (c)
                 NORTHERN EMPIRE BANCSHARES
                   1997 STOCK OPTION PLAN
                              
       1.   PURPOSES OF THE PLAN.  The purposes of this Stock Option
Plan are:
  
       (a)  to attract and retain the best available personnel for
positions of substantial responsibility and to attract and retain the
best available persons to serve as directors at Northern Empire
Bancshares (the "Company") and its Subsidiaries, as defined below,
  
       (b)  to provide additional incentive to Employees and Directors,
as defined below, 
  
       (c)  to provide a means whereby Employees and Directors may
purchase shares of Common Stock of the Company, and 
  
       (d)  to promote the success of the Company's business.
  
Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the
time of grant.
  
       2.   Definitions.  As used herein, the following definitions
shall apply:
  
       (a)  "Administrator" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Section 4 of this
Plan.
  
       (b)  "Applicable Laws" means the legal requirements relating to
the administration of stock option plans under state corporate and
securities laws and the Code, as defined below.
  
       (c)  "Board" means the Board of Directors of the Company.
  
       (d)  "Code" means the Internal Revenue Code of 1986, as amended.
  
       (e)  "Committee" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.
  
       (f)  "Common Stock" means the Common Stock of the Company.
  
       (g)  "Company" means Northern Empire Bancshares, a California
corporation.
  
       (h)  "Continuous Status as an Employee or Director" means that
the employment relationship with the Company, any Parent or Subsidiary
or service as a director of the Company, any Parent or Subsidiary is not
interrupted or terminated.  Continuous Status as an Employee or Director
shall not be considered interrupted in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of
the Company or between the Company, its Parent, any Subsidiary, or any
successors.  A leave of absence approved by the Company shall include
sick leave, military leave, or any other personal leave.  For purposes
of Incentive Stock Options, no such leave may exceed 90 days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract, including Company policies.  If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed, on
the 91st day of such leave any Incentive Stock Option held by the
Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option.
  
       (i)  "Director" means a member of the Board or a member of the
board of directors of any Subsidiary.
  
       (j)  "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code.
  
       (k)  "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the
Company.  Neither service as a director nor payment of a director's fee
shall be sufficient to constitute "employment".
  
       (l)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
  
       (m)  "Fair Market Value" means, as of any date, the fair market
value as determined in good faith by the Administrator.  The fair market
value of the common stock may be established by the Administrator by use
of any reasonable valuation method, taking into consideration prices at
which shares have recently traded, the number of shares traded and other
relevant factors.
  
       (n)  "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
  
       (o)  "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
  
       (p)  "Notice of Grant" means a written notice evidencing certain
terms and conditions of an individual Option grant.  The Notice of Grant
is part of the Option Agreement.
  
       (q)  "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the regulations
promulgated thereunder.

       (r)  "Option" means a stock option granted pursuant to the Plan.
  
       (s)  "Option Agreement" means a written agreement between the
Company and an Optionee, evidencing the terms and conditions of an
individual Option grant.  The Option Agreement is subject to the terms
and conditions of the Plan.
  
       (t)  "Optioned Stock" means the Common Stock subject to an
outstanding  Option.
  
       (u)  "Optionee"  means an Employee or Director to whom an Option
is granted.
  
       (v)  "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
  
       (w)  "Plan" means this Northern Empire Bancshares 1997 Stock
Option and Stock Appreciation Right Plan.
  
       (x)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan.
  
       (y)  "Share" means a share of Common Stock, as adjusted in
accordance with Section 13 of the Plan.
  
       (z)   "Subsidiary" means a "subsidiary corporation" whether now
or hereafter existing, as defined in Section 424(f) of the Code.
  
3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is 600,000 Shares; provided, however,
that at no time shall the total number of shares issuable upon exercise
of all outstanding options, plus the total number of shares provided for
under any compensation plans of the Corporation pursuant to which shares
of stock may be issued to participants, exceed 30% of the then
outstanding shares of the Corporation.  If an Option expires without
having been exercised in full, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under  the Plan
(unless the Plan has terminated); provided, however, that Shares that
have actually been issued under the Plan upon exercise of an Option 
shall not be returned to the Plan and shall not become available for
future distribution under the Plan.  Only the net shares issued
(including the shares, if any, withheld for tax withholding
requirements) shall be counted when shares of Common Stock are used as
full or partial payment for shares issued upon exercise of an Option.
(as amended in Amendment No. 1) 

4.   ADMINISTRATION OF THE PLAN.
  
       (a)  The Plan shall be administered by either (i) the Board, or
(ii) a Committee, which committee shall be constituted to satisfy
Applicable Laws.  If the Company is subject to Section 16 of the
Exchange Act, the Plan shall be administered in compliance with Rule
16b-3 with respect to Directors and Officers subject to Section 16 of
the Exchange Act.
  
       (b)  Subject to the provisions of the Plan, and in the case of a
Committee subject to the specific duties delegated by the Board to such
Committee, the Administrator shall have the authority, in its
discretion:
  
            (i)  to determine the Fair Market Value of the Common Stock;
  
           (ii)  to select the Employees and Directors to whom Options
may be granted hereunder;
  
          (iii)  to determine whether and to what extent Options are
granted hereunder;
  
           (iv)  to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;
  
            (v)  to approve the form of agreements for use under the
Plan;
  
           (vi)  to determine the other terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder. 
Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any
Option or the shares of Common Stock relating thereto, based in each
case on such factors as the Administrator, in its sole discretion, shall
determine;
  
          (vii)  to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock
covered by the Option shall have declined since the date the Option was
granted;
  
         (viii)  to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;
  
           (ix)  to prescribe, amend and rescind rules and regulations
relating to the Plan;
  
            (x)  to modify or amend each Option (subject to Section
16(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is
otherwise provided for in the Plan;
  
           (xi)  to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option or the
amendment of an option previously granted by the Administrator;
  
          (xii)  to determine the terms and restrictions applicable to
Options;
  
         (xiii)  to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to
be issued upon exercise of an Option that number of Shares having a Fair
Market Value equal to the amount required to be withheld.  The Fair
Market Value of the Shares to be withheld shall be determined on
the date that the amount of tax to be withheld is to be determined.  All
elections by an Optionee to have Shares withheld for this purpose shall
be make in such form and under such conditions as the Administrator may
deem necessary or advisable; and 
  
          (xiv)  to make all other determinations deemed necessary or
advisable for administering the Plan.
  
       (c)  The Administrator's decisions, determinations and
interpretations shall be final and binding on all Optionees and any
other holders of Options.
  
5.   AWARDS UNDER THE PLAN.
  
       (a)  Types of Awards.  Awards under the Plan shall be in the form
of Options, which may be designated as Incentive Stock Options or as
Nonstatutory Stock Options, as may be determined by the Administrator.
  
       (b)  Eligibility.  Options may be granted to Employees and
Directors.  Incentive Stock Options may be granted only to Employees. 
If otherwise eligible, an Employee or Director who have been granted an
Option may be granted additional Options.
  
6.   LIMINATIONS.
       
       (a)  Each Option shall be designated in the Notice of Grant as
either an Incentive Stock Option or a Nonstatutory Stock Option. 
However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value:
  
            (i)  of Shares subject to an Optionee's Incentive Stock
Options granted by the Company, any Parent or Subsidiary, which
  
           (ii)  become exercisable for the first time during any
calendar year (under all plans of the Company or any Parent or
Subsidiary) 

exceeds $100,000, such excess Options shall be treated as Nonstatutory
Stock Options.    For purposes of this Section 6(a), Incentive Stock
Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Shares shall be determined at
the time of grant.
  
       (b)  Neither the Plan nor any Option shall confer upon any
Optionee any right with respect to continuing the Optionee's employment
relationship or service as a director with the Company, nor shall they
interfere in any way with the Optionee's right or the Company's right to
terminate such employment or service as a director, at any time, with
or without cause.
  
       (c)  If the Company is subject to Rule 16b-3, Options granted to
individuals subject to Rule 16b-3 ("Insiders") must comply with the
applicable provisions of Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for
the maximum exemption from Section 16 of the Exchange Act with respect
to Plan transactions.
  
7.   TERM OF PLAN.  The Plan shall become effective upon the earlier of
its   adoption by the Board or its approval by the shareholders of the
Company as described in Section 20.  It shall continue in effect for a
term of ten (10) years unless terminated earlier under Section 16 of the
Plan.
  
8.   TERM OF OPTION.  The term of each Option shall be stated in the
Notice of Grant; provided, however, that in each case, the term shall
not exceed ten (10) years from the date of grant.  Moreover, in the case
of an Incentive Stock Option granted to an  Optionee who, at the time
the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock
of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall not exceed five (5) years from the date of grant.
  
9.   OPTION EXERCISE PRICE AND CONSIDERATION.
  
       (a)  Exercise Price.  The per share exercise price for the Shares
to be issued pursuant to exercise of an Option shall be determined by
the Administrator, subject to the following;
  
            (i)  In the case of an Incentive Stock Option
  
                 (A)  granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of grant.
  
                 (B)  granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.
  
          (iii)  In the case of a Nonstatutory Stock Option 
  
                 (A)  granted to an Employee or Director who, at the
time the Nonstatutory Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock
of the Company or any Parent or Subsidiary, the per Share exercise price
shall be no less than 110% of the Fair Market Value per Share on the
date of grant.
            
                 (B)  granted to any Employee or Director other than an
Employee or Director described in paragraph (A) immediately above, the
per Share exercise price shall be no less than 85% of the Fair Market
Value per Share on the date of grant.
  
       (b)  Waiting Period and Exercise Dates.  At the time an Option is
granted, the  Administrator shall fix the period within which the Option
may be exercised and shall determine any conditions which must be
satisfied before the Option may be exercised.  In so doing, the
Administrator may specify that an Option may not be exercised until the
completion of a service period.  Notwithstanding the foregoing, each
Option shall be  exercisable at the rate of at least 20% per year over
five (5) years from the date the Option is granted.  Installments shall
be cumulative.
  
       (c)  Form of Consideration.  The Administrator shall determine
the acceptable form of consideration for exercising an Option, including
the method of payment.  In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at
the time of grant.  Such consideration may consist of: (i) cash; (ii)
check; (iii) promissory note; (iv) other Shares, which (A) in the case
of Shares acquired upon the exercise of an option, have been owned by
the Optionee for more than six (6) months on the date of surrender, and
(B) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option is to
be exercised; (v) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the
broker, if applicable, shall require to effect an exercise of the Option
and delivery to the Company of the sale or loan proceeds required to pay
the exercise price; (vi) any combination of the foregoing methods of
payment; or (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

10.  EXERCISE OF OPTION.
  
       (a)  Procedure for Exercise; Rights as a Shareholder.  Any Option
granted hereunder shall be exercisable according to the terms of the
Plan and at such times and under such conditions as determined by the
Administrator as set forth in the Option Agreement.  An Option may not
be exercised for a fraction of a Share.  An Option shall be deemed
exercised when the Company receives: (i) written notice of exercise (in
accordance with the Option Agreement) from the person entitled to
exercise the Option, stating the name or names in which the certificate
for such Shares shall be issued and stating the date on which the
exercise is to be effective (which shall be no more than fifteen (15)
days after the Notice of Exercise), and (ii) full payment for the Shares
with respect to which the Option is exercised.  If payment is not
received by the date specified in the Notice for exercise, the right to
exercise the Option as to the Shares specified in the Notice shall
terminate.  Until the stock certificate evidencing such Shares is issued
(as evidence by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the
Option.  Subject to Section 17 hereof, the Company shall issue (or cause
to be issued) such stock certificate promptly after the Option is
exercised.  No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is
issued, except as provided in Section 13 of the Plan.
  
       (b)  Termination of Employment or Service as a Director.  
  
            (i)  Upon termination of an Optionee's Continuous Status as
an Employee or Director, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option, but only within
such period of time as is specified in the Notice of Grant, and only to
the extent that the Optionee was entitled to exercise it at the
date of termination (and in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant).  The time
specified in the Notice of Grant for exercise after termination of
employment shall be at least thirty (30) days from the date of
termination.  In the case of an Incentive Stock Option, such period of
time shall not exceed ninety (90) days from the date of termination.  In
the absence of a specified time in the Notice of Grant, the Option shall
remain exercisable for ninety (90) days following the Optionee's
termination of Continuous Status as an Employee or Director. 
  
            (ii) If, at the date of termination, the Optionee is not
entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the
time specified by the Administrator, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.
  
       (c)  Disability of Optionee.  In the event that an Optionee's
Continuous Status as an Employee or Director terminates as a result of
the Optionee's Disability, the Optionee may exercise his or her Option
for the period of time specified in the Notice of Grant, which period of
time (i) shall be at least twelve (12) months from the date of
termination of Optionee's Continuous Status as an Employee or Director,
but (ii) shall not exceed the later of (A) the expiration of the term of
such Option as set forth in the Notice of Grant or (B) twelve months
from the date of termination of Optionee's Continuous Status as an
Employee or Director; provided, however, that in no event may
an Option be exercised more than 10 years from the date it is granted. 
If, at the date of termination, the Optionee is not entitled to exercise
his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan, unless the Optionee was
an officer or director of the Company and the Option agreement provides
that the Option will vest in full upon the Disability of the Optionee. 
If, after termination, the Optionee does not exercise his or her Option
within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan. (as amended in
Amendment No. 1)

       (d)  Death of Optionee.  In the event of the death of an
Optionee, the Option  may be exercised by the Optionee's estate or by a
person who acquired the right to  exercise the Option by bequest or
inheritance for the period of time specified in the Notice of Grant,
which period of time (i) shall be at least twelve (12) months following
the date of death, but (ii) shall not exceed the later of (A) the
expiration of the term of such Option as set forth in the Notice of
Grant or (B) twelve months from the date of death; provided, however,
that in no event may an Option be exercised more than 10 years from the
date it is granted.  If, at the time of death, the Optionee was not
entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall immediately revert to the
Plan, unless the Optionee was an officer or director of the Company and
the Option agreement provides that the Option will vest in full upon
the death of the Optionee.  If, after death, the Optionee's estate or a
person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by  such
Option shall revert to the Plan. (as amended in Amendment No. 1)
       
11.  TRANSFERABILITY OF OPTIONS.  An Incentive Stock Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by the
Optionee.  A Nonstatutory Stock Option may be transferred by the
Optionee only to a member of his or her immediate family ("Family
Member"), and may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any other manner by the Optionee or by a
Family Member to whom such Option has been transferred, other than by
will or by the laws of descent or distribution.  A Nonstatutory
Stock Option may be exercised, during the lifetime of the holder of the
Option, only by the Optionee or a Family Member who has received the
Option by a permitted transfer from the Optionee.
 
12.  To the extent that Options are granted hereunder as "incentive
stock options," the Plan shall be administered so as to qualify such
options as incentive stock options, as defined in Section 422 and other
applicable sections of the Internal Revenue Code of 1986, as now in
force or hereafter amended (the "Code"), and the regulations
promulgated thereunder. (as added by Amendment No. 1)

13.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.
  
       (a)  Changes in Capitalization.  Subject to any required action
by the stockholders of the Company, the number of shares of Common Stock
covered by each outstanding Option and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the
price per share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of
issued shares of Common Stock effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been "effected
without receipt of consideration."  Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final,
binding and conclusive.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be make with respect to, the number
or price of shares of Common Stock subject to an Option.
  
       (b)  Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date
of such proposed transaction.  The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option
until ten (10) days prior to such transaction as to all of the Optioned
Stock covered thereby, including Shares as to which the Option would not
otherwise be exercisable.  To the extent it has not been previously
exercised, an Option will terminate immediately prior to the
consummation of such proposed action.
  
       (c)  Merger or Asset Sale.  In the event of a merger of the
Company with or into another corporation where the Company is not the
successor corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option shall be assumed or an equivalent
option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  In the event that
the successor corporation refuses to assume or substitute for the
Option, the Optionee shall fully vest in and have the right to exercise
the Option as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable.  If an
Option becomes fully vested and exercisable under the terms of the
preceding sentence, the Administrator shall notify the Optionee in
writing that the Option shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, and the Option
shall terminate upon the expiration of such period.  For the purposes of
this paragraph, the Option shall be considered assumed if, following the
merger or sale of assets, the Option confers on the Optionee the right
to purchase or receive, for each Share of Optioned Stock, the
consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon
the exercise of the Option, for each Share of Optioned Stock to be
solely common stock of the successor corporation or its Parent equal in
fair market value to the per share  consideration received by holders of
Common Stock in the merger or sale of assets.
  
14.  CHANGE IN CONTROL.  In the event of a change in control of the
Company, which is defined for this purpose as the acquisition by one
person or group of persons, acting together, of the ownership or voting
control of more than 50% of the voting securities of the Company, by
either a transaction or a series of transactions, then the vesting of
each outstanding Option shall be accelerated and immediately
exercisable.
  
15.  DATE OF GRANT.  The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination
granting such Option, or such later date as determined by the
Administrator.  Notice of the determination shall be provided to each
Optionee within a reasonable time after the date of such grant.
  
16.  AMENDMENT AND TERMINATION OF PLAN.
  
       (a)  Amendment and Termination.  The Board may at any time amend,
alter, suspend or terminate the Plan.
  
       (b)  Shareholder Approval.  The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to
comply with Rule 16b-3 or with Section 422 of the Code (or any successor
rule or statute) or other Applicable Law, rule or regulation, including
the requirements of any exchange or quotation system on which the Common
Stock is listed or quoted.  Such shareholder approval, if required,
shall be obtained in such a manner and to such a degree as is required
by the applicable law, rule or regulation.
  
       (c)  Effect of Amendment or Termination.  No amendment,
alternation, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the
Optionee and the Administrator, which agreement must be in writing and
signed by the Optionee and the Company.
  
17.  CONDITIONS UPON ISSUANCE OF SHARES.  
  
       (a)  Legal Compliance.  Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with all relevant
provisions of law, including, without limitation, the California
Corporate Securities Law of 1968; the Securities Act of 1933, as
amended; the Exchange Act; the rules and regulations promulgated
thereunder; Applicable Laws; and the requirements of any stock exchange
or quotation system upon which the Shares may then be listed or quoted,
and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
  
       (b)  Investment Representations.  As a condition to the exercise
of an Option, the Company may require the person exercising such Option
to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, if, in the opinion of
counsel for the Company, such representation is required.
  
18.  LIABILITY OF COMPANY.
  
       (a)  Inability to Obtain Authority.  The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect to the failure to issue or
sell such Shares as to which such requisite authority shall not have
been obtained. 
  
       (b)  Grants Exceeding Allotted Shares.  If the Optioned Stock
covered by an Option exceeds, as of the date of the grant, the number of
Shares which may be issued under the Plan without additional shareholder
approval, such Option shall be void with respect to such excess Optioned
Stock, unless shareholder approval of an amendment sufficiently
increasing the number of Shares subject to the Plan is timely obtained
in accordance with Section 14(b) of the Plan.
  
19.  RESERVATION OF SHARES.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
  
20.  EFFECTIVE DATE OF PLAN; TERM OF PLAN.  The Plan shall become
effective, and Options may be granted hereunder, upon approval of the
Board of Directors of the Corporation, and options may be exercised
hereunder upon the approval of the Plan and related matters by the
approval of the Plan by the shareholders of the Corporation in
accordance with Applicable Law.  The Plan shall terminate on December
17, 2007, and no further options may then be granted under the Plan. 
Termination of the Plan shall not, without the written consent of
Optionees, alter or impair any of the rights or obligations under any
Option theretofore granted under the Plan.