EXHIBIT 10.9
                               PREMIERWEST BANCORP
                                STOCK OPTION PLAN


                                    ARTICLE I
                               PURPOSE OF THE PLAN

         The purpose of this Stock Option Plan (the "Plan") is to advance the
interests of PremierWest Bancorp, an Oregon business corporation (the "Company")
and its shareholders by enabling the Company to attract and retain the services
of people with training, experience and ability and to provide additional
incentive to employees and non-employee directors of the Company by awarding
them an additional opportunity to participate in the ownership of the Company.


                                   ARTICLE II
                                   DEFINITIONS

         As used herein, the following definitions will apply:

         (a)  "Available Shares" means the number of shares of Common Stock
              available at any time for issuance pursuant to Incentive Stock
              Options or Nonqualified Stock Options under this Plan as provided
              in Article III.

         (b)  "Award" means any grant of an Incentive Stock Option and any grant
              of a Nonqualified Stock Option under this Plan.

         (c)  "Board of Directors" means the Board of Directors of the Company.

         (d)  "Internal Revenue Code" means the Internal Revenue Code of 1986,
              as amended.

         (e)  "Committee" means the committee of the Company's Board of
              Directors appointed to administer the Plan.

         (f)  "Common Stock" means the Common Stock of the Company.

         (g)  "Company" means PremierWest Bancorp, an Oregon business
              corporation, and, unless the context otherwise requires, any
              majority owned subsidiary of the Company and any successor or
              assignee of the Company by merger, consolidation, acquisition of
              all or substantially all of the assets of the Company or
              otherwise.

         (h)  "Disabled" means a mental or physical impairment which has lasted
              or which is expected to last for a continuous period of 12 months
              or more and which renders an Optionee unable, in the Committee's
              sole discretion, of performing the duties which were assigned to
              the Optionee during the 12 month period prior to such
              determination. The Committee's determination of the existence of
              an individual's disability will be effective when communicated in
              writing to the Optionee and will be conclusive on all of the
              parties.

         (i)  "Effective Date" means the date on which this Plan is approved by
              the Board of Directors.

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         (j)  "Employee" means any person employed by the Company.

         (k)  "Exercise Price" means the price per share at which a shares of
              Common Stock may be purchased upon exercise of an Incentive Stock
              Option or Nonqualified Stock Option.

         (l)  "Fair Market Value" means:

              1)  If the Common Stock is traded on a national securities
                  exchange or on either the Nasdaq National Market or Nasdaq
                  SmallCap Market, the average between the lowest and highest
                  reported sales price per share of Common Stock for such date,
                  or if no transactions occurred on such date, on the last date
                  on which trades occurred;
              2)  If the Common Stock is not traded on a national securities
                  exchange or on Nasdaq but bid and asked prices are regularly
                  quoted on the OTC Bulletin Board Service, by the National
                  Quotation Bureau or any other comparable service, the weighted
                  average (based upon the reported number of shares traded)
                  between the highest bid and lowest asked prices per share of
                  Common Stock as reported by such service for the five business
                  days (including only days on which a trade occurred) ending on
                  and including such date as of the close of trading or, if such
                  date was not a business day, on the preceding business day; or
              3)  If there is no public trading of the Common Stock within the
                  terms of subparagraphs 1 or 2 of this subsection, the price
                  per share of Common Stock, as reasonably determined by the
                  Committee in its sole discretion.

         (m)  "Incentive Stock Option" means an option to purchase shares of
              Common Stock that the Committee indicates is intended to qualify
              as an incentive stock option within the meaning of Section 422 of
              the Internal Revenue Code and is granted under Article VI of this
              Plan.

         (n)  "Nonqualified Stock Option" means an option to purchase shares of
              Common Stock that the Committee either indicates is intended to be
              a nonqualified stock option or indicates is not intended to
              qualify as an incentive stock option within the meaning of Section
              422 of the Internal Revenue Code and is granted under Article VII
              of this Plan.

         (o)  "Optionee" means any individual who is granted either an Incentive
              Stock Option or a Nonqualified Stock Option under this Plan.

         (p)  "Reserved Shares" means the number of shares of Common Stock
              reserved for issuance pursuant to all Awards under this Plan as
              provided in Section 3.1 of Article III.

         (q)  "Securities Act" means the Securities Act of 1933, as amended.

         (r)  "Significant Shareholder" means any person who owns stock
              possessing more than ten percent (10%) of the total combined
              voting power of all classes of stock of the Company or any parent
              or subsidiary of the Company. For purposes of this definition a
              person shall be considered as owning all stock owned, directly or
              indirectly by or for such person's brothers and sisters, spouse,
              ancestors and lineal descendants. In addition, stock owned,
              directly or indirectly, by or for a corporation, partnership,
              estate or trust shall be considered as being owned proportionately
              by or for its shareholders, partners or beneficiaries to the
              extent required by Section 422 of the Internal Revenue Code.




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                                   ARTICLE III
                            STOCK SUBJECT TO THE PLAN

         3.1 AGGREGATE NUMBER OF RESERVED SHARES. Subject to adjustment in
accordance with Section 9.1, the total number of shares of Common Stock reserved
for issuance pursuant to all Awards under this Plan is initially established at
800,000 shares.

         3.2 NUMBER OF AVAILABLE SHARES. At any point in time, the number of
Available Shares shall be the number of Reserved Shares at such time minus:

              (a) the number of shares of Common Stock issued under this Plan
                  upon the exercise of Incentive Stock Options and Nonqualified
                  Stock Options prior to such time; and
              (b) the number of shares covered by Incentive Stock Options and
                  Nonqualified Stock Options that have been granted under this
                  Plan and that have not yet expired, been terminated or been
                  cancelled to the extent that such options have not been
                  exercised at such time.

As a result of the foregoing, if an Incentive Stock Option or Nonqualified Stock
Option expires, terminates or is cancelled for any reason without having been
exercised in full, the shares of Common Stock covered by such option that were
not purchased through the exercise of such option will be added back to the
Available Shares. However, shares of Common Stock used by an Optionee to satisfy
Tax Withholding obligations upon the exercise of a Nonqualified Stock Option
shall nonetheless, for purposes of this Plan, be considered as having been
issued upon the exercise of such option.

         3.3 RESERVATION OF SHARES. Available Shares shall consist of authorized
but unissued shares of Common Stock of the Company. The Company will, at all
times, reserve for issuance shares of Common Stock equal to the sum of (i) the
number of shares covered by Incentive Stock Options and Nonqualified Stock
Options that have been granted and which have not yet expired, been terminated
or been cancelled to the extent that such options have not been exercised at
such time and (ii) the number of Available Shares.

         3.4 ANNUAL LIMIT ON NUMBER OF SHARES TO ANY ONE PERSON. No person will
be eligible to receive Awards under this Plan which, in aggregate, exceed 50,000
shares in any calendar year. In connection with the hiring or commencement of
services from such person such limit shall be 50,000 shares during such calendar
year.


                                   ARTICLE IV
                      COMMENCEMENT AND DURATION OF THE PLAN

         4.1 EFFECTIVE DATE OF THE PLAN. This Plan will be effective as of the
Effective Date, subject to the provisions of Section 4.2.

         4.2 SHAREHOLDER APPROVAL OF THE PLAN. This Plan will be submitted for
the approval of the shareholders of the Company within twelve (12) months of the
Effective Date. This Plan will be deemed approved by the shareholders if
approved by a majority of the votes cast at a duly held meeting of the Company's
shareholders at which a quorum is present in person or by proxy. Awards may be
made under this Plan prior to such shareholder approval provided that such
Awards are conditioned upon such approval and state by their terms that they
will be null and void if such shareholder approval is not obtained.




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         4.3 TERMINATION OF THE PLAN. This Plan will terminate ten years from
the Effective Date. In addition, the Board of Directors will have the right to
suspend or terminate this Plan at any time. Any termination of this Plan will
not affect the exercisability of any Incentive Stock Options or Nonqualified
Stock Options granted under this Plan prior to such termination. Termination of
the Plan will not terminate or otherwise affect any Incentive Stock Option
Agreement (as defined in Section 6.1), or Nonqualified Stock Option Agreement
(as defined in Section 7.1) then in effect.


                                    ARTICLE V
                           ADMINISTRATION OF THE PLAN

         Subject to the provisions of this Plan and any additional terms or
conditions which may, from time to time, be imposed by the Board of Directors,
the Committee will administer this Plan and will have the authority, in its sole
discretion, to grant Incentive Stock Options and to grant Nonqualified Stock
Options in accordance with Articles VI and VII, respectively. The Committee may,
from time to time, adopt rules and regulations relating to the administration of
this Plan and may, but is not required to, seek the advice of legal, tax,
accounting and compensation advisors. Decisions of the Committee with respect to
the administration of this Plan, the interpretation or construction of this Plan
or the interpretation or construction of any written agreement evidencing an
Award will be final and conclusive, subject only to review by the full Board of
Directors. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in this Plan or in any agreement evidencing an Award
in the manner and to the extent it deems appropriate.

         The Board of Directors shall appoint the members of the Committee,
which shall consist of at least two directors from the Board of Directors. For
purposes of this paragraph, directors who are not "outside directors" as such
term is defined in Treasury Regulation ss.1.162-27(e)(3) and directors who are
not "non-employee directors" as such term is defined in Rule 16b-3 issued by the
Securities and Exchange Commission under Section 16 of the Securities Exchange
Act of 1934, as amended, ("Rule 16b-3") shall be referred to as "disqualified
directors." Disqualified directors may serve on the Committee. However,
disqualified directors shall be deemed (notwithstanding any statement to the
contrary which may be contained in minutes of a meeting of the Committee) to
have abstained from any action requiring under Section 162(m) of the Internal
Revenue Code the approval of a committee consisting solely of outside directors
or from any action requiring under Rule 16b-3 the approval of a committee
consisting solely of non-employee directors. The assent of any such disqualified
director shall be ignored for purposes of determining whether or not any such
actions were approved by the Committee. If the Committee proposes to take an
action by unanimous consent in lieu of a meeting and such action would require
under Section 162(m) of the Internal Revenue Code the approval of a committee
consisting solely of outside directors or such action would require under Rule
16b-3 the approval of a committee consisting solely of non-employee directors,
the disqualified director shall, for purposes of such consent, be deemed to not
be a member of the Committee.

         If no Committee is appointed, the Board of Directors shall act as the
Committee and will have all the powers, duties and responsibilities of the
Committee as set forth in this Plan. In addition, the Board of Directors may at
any time by resolution abolish the Committee and assume the duties and
responsibilities of the Committee.







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                                   ARTICLE VI
                   INCENTIVE STOCK OPTION TERMS AND CONDITIONS

         Incentive Stock Options may be granted under this Plan in accordance
with the following terms and conditions.

         6.1 REQUIREMENT FOR A WRITTEN INCENTIVE STOCK OPTION AGREEMENT. Each
Incentive Stock Option will be evidenced by a written option agreement
("Incentive Stock Option Agreement"). The Committee will determine from time to
time the form of Incentive Stock Option Agreement to be used. The terms of the
Incentive Stock Option Agreement must be consistent with this Plan and any
inconsistencies will be resolved in accordance with the terms and conditions
specified in this Plan. Except as otherwise required by this Section 6, the
terms and conditions of each Incentive Stock Option do not need to be identical.

         6.2 WHO MAY BE GRANTED AN INCENTIVE STOCK OPTION. An Incentive Stock
Option may be granted to any Employee who, in the judgment of the Committee, has
performed or will perform services of importance to the Company in the
management, operation and development of the business of the Company or of one
or more of its subsidiaries. The Committee, in its sole discretion, shall
determine when and to which Employees Incentive Stock Options are granted under
this Plan.

         6.3 NUMBER OF SHARES COVERED BY AN INCENTIVE STOCK OPTION. The
Committee, in its sole discretion, shall determine the number of shares of
Common Stock covered by each Incentive Stock Option granted under this Plan. The
number of shares covered by each Incentive Stock Option shall be specified in
the Incentive Stock Option Agreement evidencing such option.

         6.4 VESTING SCHEDULE UNDER AN INCENTIVE STOCK OPTION. The Committee, in
its sole discretion, shall determine whether an Incentive Stock Option is
immediately exercisable as to all of the shares of Common Stock covered by such
option or whether it is only exercisable in accordance with a vesting schedule
as determined by the Committee. The vesting terms and conditions, if any, of
each Incentive Stock Option as determined by the Committee shall be specified in
the Incentive Stock Option Agreement evidencing such option. Notwithstanding the
foregoing, to the extent that an Incentive Stock Option (together with other
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code held by such Optionee with an equal or lower exercise price per
share) purports to become exercisable for the first time during any calendar
year as to shares of Common Stock with a Fair Market Value (determined at the
time of grant) in excess of $100,000, such excess shares shall be considered to
be covered by a nonqualified stock option and not an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code. Notwithstanding
Section 9.2 of this Plan or the terms set forth in the Incentive Stock Option
Agreement, any Incentive Stock Option granted under this Plan that was not
either approved by (i) a committee of non-employee directors within the
requirements of Rule 16b-3 or (ii) the full board of directors of the Company,
shall not be exercisable until at least six months after the date of such grant.

         6.5 EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. The Exercise Price
under each Incentive Stock Option will be at least 100% of the Fair Market Value
of a share of Common Stock as of the date on which the Incentive Stock Option
was granted. However, the Exercise Price under each Incentive Stock Option
granted to an Optionee who is a Significant Shareholder will be at least 110% of
the Fair



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Market Value of a share of Common Stock as of the date on which the Incentive
Stock Option was granted.

         6.6 DURATION OF AN INCENTIVE STOCK OPTION--GENERALLY. The Committee
will determine, in its sole discretion, the term of each Incentive Stock Option
provided that such term will not exceed 10 years from the date on which such
option was granted. However, the term of each Incentive Stock Option granted to
an Optionee who is a Significant Shareholder will not exceed 5 years from the
date on which such option was granted. The term of each Incentive Stock Option
shall be set forth in the written option agreement evidencing such option. The
Optionee shall have no further right to exercise an Incentive Stock Option
following the expiration of such term.

         6.7 THE EFFECT OF TERMINATION OF THE OPTIONEE'S EMPLOYMENT ON THE TERM
OF AN INCENTIVE STOCK OPTION. If an Optionee, while possessing an Incentive
Stock Option that has not expired or been fully exercised, ceases to be an
Employee of the Company for any reason other than as a result of the death or
disability of the Optionee (as provided for in Section 6.8 and 6.9,
respectively), the Incentive Stock Option may be exercised, to the extent not
previously exercised and subject to any vesting provisions contained in the
Incentive Stock Option Agreement, at any time within 3 months following the date
the Optionee ceased to be an Employee of the Company except that this provision
will not extend the time within which an Incentive Stock Option may be exercised
beyond the expiration of the term of such option. The Incentive Stock Option
Agreement may, in the discretion of the Committee, provide that if the
Optionee's employment is terminated by the Company for cause, as determined by
the Company's President or Board of Directors in their reasonable discretion,
the Incentive Stock Option will terminate immediately upon the Company's notice
to the Optionee of such termination.

         6.8 THE EFFECT OF THE DEATH OF AN OPTIONEE ON THE TERM OF AN INCENTIVE
STOCK OPTION. If an Optionee, while possessing an Incentive Stock Option that
has not expired or been fully exercised, ceases to be an Employee of the Company
as a result of the death of the Optionee, the Incentive Stock Option may be
exercised, to the extent not previously exercised and subject to any vesting
provisions contained in the Incentive Stock Option Agreement, at any time within
12 months following the date of the Optionee's death except that this provision
will not extend the time within which an Incentive Stock Option may be exercised
beyond the expiration of the term of such option.

         6.9 THE EFFECT OF THE DISABILITY OF AN OPTIONEE ON THE TERM OF AN
INCENTIVE STOCK OPTION. If an Optionee, while possessing an Incentive Stock
Option that has not expired or been fully exercised, ceases to be an Employee of
the Company as a result of the Optionee becoming Disabled, the Incentive Stock
Option may be exercised, to the extent not previously exercised and subject to
any vesting provisions contained in the Incentive Stock Option Agreement, at any
time within 12 months following the date of the Optionee becoming Disabled
except that this provision will not extend the time within which an Incentive
Stock Option may be exercised beyond the expiration of the term of such option.

         6.10 TRANSFERABILITY. No Incentive Stock Option may be transferred by
the Optionee other than by will or the laws of descent and distribution upon the
death of the Optionee.

         6.11 TAX TREATMENT AND SAVINGS CLAUSE. Nothing contained in this Plan,
any Incentive Stock Option Agreement, any document provided by the Company to an
Optionee or any statement made by or on behalf of the Company shall constitute a
representation or warranty of the tax treatment of any option or that such
option shall qualify as an incentive stock option under Section 422 of the
Internal Revenue Code. Any option that is designated as an Incentive Stock
Option but which, either in whole or in part, fails for any reason to qualify as
an incentive stock option within the meaning of Section 422 of the Internal
Revenue


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Code or which fails to satisfy requirements under this Plan which apply only to
Incentive Stock Options shall be treated as an incentive stock option to the
fullest extent permitted under Section 422 of the Internal Revenue Code and this
Plan and shall otherwise, notwithstanding such designation, be treated as a
Nonqualified Stock Option under this Plan.


                                   ARTICLE VII
                 NONQUALIFIED STOCK OPTION TERMS AND CONDITIONS

         Nonqualified Stock Options may be granted under this Plan in accordance
with the following terms and conditions.

         7.1 REQUIREMENT FOR A WRITTEN NONQUALIFIED STOCK OPTION AGREEMENT. Each
Nonqualified Stock Option will be evidenced by a written option agreement
("Nonqualified Stock Option Agreement"). The Committee will determine from
time-to-time the form of Nonqualified Stock Option Agreement to be used under
this Plan. The terms of the Nonqualified Stock Option Agreement must be
consistent with this Plan and any inconsistencies will be resolved in accordance
with the terms and conditions specified in this Plan. Except as otherwise
required by this Section 7, the terms and conditions of each Nonqualified Stock
Option do not need to be identical.

         7.2 WHO MAY BE GRANTED A NONQUALIFIED STOCK OPTION. A Nonqualified
Stock Option may be granted to any Employee and any director of the Company and
any other individual who, in the judgment of the Committee, has performed or
will perform services of importance to the Company in the management, operation
and development of the business of the Company or of one or more of its
subsidiaries. The Committee, in its sole discretion, shall determine when and to
whom Nonqualified Stock Options are granted under this Plan.

         7.3 NUMBER OF SHARES COVERED BY A NONQUALIFIED STOCK OPTION. The
Committee, in its sole discretion, shall determine the number of shares of
Common Stock covered by each Nonqualified Stock Option granted under this Plan.
The number of shares covered by each Nonqualified Stock Option shall be
specified in the Nonqualified Stock Option Agreement evidencing such option.

         7.4 VESTING SCHEDULE UNDER A NONQUALIFIED STOCK OPTION. The Committee,
in its sole discretion, shall determine whether a Nonqualified Stock Option is
immediately exercisable as to all of the shares of Common Stock covered by such
option or whether it is only exercisable in accordance with a vesting schedule
as determined by the Committee, in its sole discretion. The vesting terms and
conditions, if any, of each Nonqualified Stock Option as determined by the
Committee shall be specified in the Nonqualified Stock Option Agreement
evidencing such option. Notwithstanding Section 9.2 of this Plan or the terms
set forth in the written option agreement, any Nonqualified Stock Option granted
under this Plan that was not either approved by (i) a committee of non-employee
directors within the requirements of Rule 16b-3 or (ii) the full board of
directors of the Company, shall not be exercisable until at least six months
after the date of such grant.

         7.5 EXERCISE PRICE OF A NONQUALIFIED STOCK OPTION. The Exercise Price
under each Nonqualified Stock Option will be at least 100% of the Fair Market
Value of a share of Common Stock as of the date on which the Nonqualified Stock
Option was granted. However, if it is subsequently determined that the Exercise
Price as stated in the Nonqualified Stock Option Agreement is less than 100% of
the Fair Market Value of a share of Common Stock as of the date on which an
option was granted, such fact will not invalidate a Nonqualified Stock Option.



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         7.6 DURATION OF A NONQUALIFIED STOCK OPTION--GENERALLY. The Committee
will determine, in its sole discretion, the term of each Nonqualified Stock
Option provided that such term will not exceed 10 years from the date on which
such option was granted. The term of each Nonqualified Stock Option shall be set
forth in the Nonqualified Stock Option Agreement evidencing such option. The
Optionee shall have no further right to exercise a Nonqualified Stock Option
following the expiration of such term.

         7.7 THE EFFECT OF TERMINATION OF THE OPTIONEE'S EMPLOYMENT OR SERVICE
AS A DIRECTOR ON THE TERM OF A NONQUALIFIED STOCK OPTION. If an Optionee who is
an Employee of the Company, while possessing a Nonqualified Stock Option that
has not expired or been fully exercised, ceases to be an Employee of the Company
for any reason other than as a result of the death or disability of the Optionee
(as provided for in Section 7.8 and 7.9, respectively), the Nonqualified Stock
Option may be exercised, to the extent not previously exercised and subject to
any vesting provisions contained in the Nonqualified Stock Option Agreement, at
any time within 3 months following the date the Optionee ceased to be an
Employee of the Company except that this provision will not extend the time
within which an Nonqualified Stock Option may be exercised beyond the expiration
of the term of such option..

         If an Optionee who is not an Employee but is a director of the Company,
while possessing a Nonqualified Stock Option that has not expired or been fully
exercised, ceases to be a director of the Company for any reason other than as a
result of the death or disability of the Optionee (as provided for in Section
7.8 and 7.9, respectively), the Nonqualified Stock Option may be exercised, to
the extent not previously exercised and subject to any vesting provisions
contained in the Nonqualified Stock Option Agreement, at any time within 12
months following the date the Optionee ceased to be a director of the Company
except that this provision will not extend the time within which an Nonqualified
Stock Option may be exercised beyond the expiration of the term of such option..

         The Nonqualified Stock Option Agreement may, in the discretion of the
Committee, provide that if the Optionee's employment is terminated by the
Company for cause, as determined by the Company's President or Board of
Directors in their reasonable discretion, the Nonqualified Stock Option will
terminate immediately upon the Company's notice to the Optionee of such
termination.

         7.8 THE EFFECT OF THE DEATH OF AN OPTIONEE ON THE TERM OF A
NONQUALIFIED STOCK OPTION. If an Optionee, while possessing a Nonqualified Stock
Option that has not expired or been fully exercised, ceases to be an Employee,
ceases to serve as a director of the Company or ceases to provide services to
the Company as a result of the Optionee's death, the Nonqualified Stock Option
may be exercised, to the extent not previously exercised and subject to any
vesting provisions contained in the Nonqualified Stock Option Agreement, at any
time within 12 months following the date of the Optionee's death except that
this provision will not extend the time within which a Nonqualified Stock Option
may be exercised beyond the expiration of the term of such option.

         7.9 THE EFFECT OF THE DISABILITY OF AN OPTIONEE ON THE TERM OF A
NONQUALIFIED STOCK OPTION. If an Optionee, while possessing a Nonqualified Stock
Option that has not expired or been fully exercised, ceases to be an Employee,
ceases to serve as a director of the Company or ceases to provide services to
the Company as a result of the Optionee becoming Disabled, the Nonqualified
Stock Option may be exercised, to the extent not previously exercised and
subject to any vesting provisions contained in the Nonqualified Stock Option
Agreement, at any time within 12 months following the date of the Optionee
becoming Disabled except that this provision will not extend the time within
which a Nonqualified Stock Option may be exercised beyond the expiration of the
term of such option.

         7.10 TRANSFERABILITY. The Committee may, in the Nonqualified Stock
Option Agreement


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evidencing any Nonqualified Stock Option, provide that such Nonqualified Stock
Option be transferred by gift to the Optionee's spouse, children or a trust for
the exclusive benefit of any combination of the Optionee, the Optionee's spouse
and the Optionee's children provided that any transfer of a Nonqualified Option
shall be conditioned upon the Optionee and the transferee of such Nonqualified
Stock Option executing and delivering to the Company a form of
Transfer/Assumption of Nonqualified Stock Option Agreement as the Company may
request. Notwithstanding any transfer of a Nonqualified Stock Option, the
Optionee shall remain liable to the Company for any income tax withholding
amounts which the Company is required to withhold at the time that the
transferred Nonqualified Stock Option is exercised. If the Nonqualified Stock
Option Agreement does not expressly provide that such Nonqualified Stock Option
is transferable, such Nonqualified Stock Option may not be transferred by the
Optionee, other than by will or the laws of descent and distribution upon the
death of the Optionee, without the prior written consent of the Committee, which
consent may be withheld in the Committee's sole discretion.


                                  ARTICLE VIII
                     EXERCISE OF OPTIONS TO PURCHASE SHARES

         8.1 NOTICE OF EXERCISE. An Incentive Stock Option or Nonqualified Stock
Option may only be exercised by delivery to the Company of written notice signed
by the Optionee or a permitted transferee under Section 7.10 (or, in the case of
exercise after death of the Optionee, by the executor, administrator, heir or
legatee of the Optionee, as the case may be) directed to the President of the
Company (or such other person as the Company may designate) at the principal
business office of the Company. The notice will specify (i) the number of shares
of Common Stock being purchased, (ii) the method of payment of the Exercise
Price, (iii) the method of payment of the income tax withholding if the option
is a Nonqualified Stock Option, and (iv), unless a registration under the
Securities Act is in effect with respect to the Plan at the time of such
exercise, the notice of exercise shall contain such representations as the
Company determines to be necessary or appropriate in order for the sale of
shares of Common Stock being purchased pursuant to such exercise to qualify for
exemptions from registration under the Securities Act or other applicable
securities laws.

         8.2 PAYMENT OF EXERCISE PRICE. No shares of Common Stock will be issued
upon the exercise of any Incentive Stock Option or Nonqualified Stock Option
unless and until payment or adequate provision for payment of the Exercise Price
of such shares has been made in accordance with this subsection. The Committee,
in its sole discretion may provide in the Incentive Stock Option Agreement or
the Nonqualified Stock Option Agreement for the payment of the Exercise Price in
cash, by delivery of a full-recourse promissory note, by the surrender of shares
of Common Stock or other securities issued by the Company (provided that such
other securities have been held by the Optionee for at least six months prior to
the date on which the Option is being exercised) in accordance with Section 8.4,
or by any combination of the foregoing. The Committee may, in its sole
discretion, permit an Optionee to elect to pay the Exercise Price by authorizing
a duly registered and licensed broker-dealer to sell the shares of Common Stock
to be issued upon such exercise (or, at least, a sufficient portion thereof) and
instructing such broker-dealer to immediately remit to the Company a sufficient
portion of the proceeds from such sale to pay the entire Exercise Price.

         8.3 PAYMENT OF TAX WITHHOLDING AMOUNTS. Unless the Committee, in its
sole discretion, determines otherwise, each Optionee must, upon the exercise of
any Incentive Stock Option or Nonqualified Stock Option (including a
Nonqualified Stock Options transferred by the Optionee pursuant to Section
7.10), either with the delivery of the notice of exercise or upon notification
of the amount due, pay to the Company or make adequate provision for the payment
of all amounts determined by the


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Company to be required to satisfy applicable federal, state and local tax
withholding requirements ("Tax Withholding"). The Incentive Stock Option or
Nonqualified Option Agreement may provide for, or the Committee may allow in its
sole discretion, the payment by the Optionee of the Tax Withholding (i) in cash,
(ii) by the Company withholding such amount from other amounts payable by the
Company to the Optionee, including salary, (iii) by surrender of shares of
Common Stock or other securities of the Company in accordance with Section 8.4,
(iv) by the application of shares that could be received upon exercise of the
Incentive Stock Option or Nonqualified Stock Option in accordance with Section
8.4, or (v) any combination of the foregoing.

         By receiving and upon exercise of an Incentive Stock Option or a
Nonqualified Stock Option, the Optionee shall be deemed to have consented to the
Company withholding the amount of any Tax Withholding from any amounts payable
by the Company to the Optionee. The Committee may, in its sole discretion,
permit an Optionee to elect to pay the Tax Withholding by authorizing a duly
registered and licensed broker-dealer to sell the shares to be issued upon such
exercise (or, at least, a sufficient portion thereof) and instructing such
broker-dealer to immediately remit to the Company a sufficient portion of the
proceeds from such sale to pay the Tax Withholding. No shares will be issued
upon an exercise of an Incentive Stock Option or a Nonqualified Stock Option
unless and until payment or adequate provision for payment of the Tax
Withholding has been made. If, either as a result of the exercise of an
Incentive Stock Option or a Nonqualified Stock Option or the subsequent
disqualifying disposition of shares acquired through such exercise, the Company
determines that additional withholding is or becomes required beyond any amount
paid or provided for by the Optionee, the Optionee will pay such additional
amount to the Company immediately upon demand by the Company. If the Optionee
fails to pay the amount demanded, the Company may withhold that amount from
other amounts payable by the Company to the Optionee, including salary.

         8.4 PAYMENT OF EXERCISE PRICE OR WITHHOLDING WITH OTHER SECURITIES. To
the extent permitted in Section 8.2 and Section 8.3 above, the Exercise Price
and Tax Withholding may be paid by the surrender of shares of Common Stock or
other securities of the Company. The notice of exercise shall indicate that
payment is being made by the surrender of shares of Common Stock or other
securities of the Company. Payment shall be made by either (i) delivering to the
Company the certificates or instruments representing such shares of Common Stock
or other securities, duly endorsed for transfer, or (ii) delivering to the
Company an attestation in such form as the Company may deem to be appropriate
with respect to the Optionee's ownership of the shares of Common Stock or other
securities of the Company. Shares of Common Stock shall, for purposes of this
Section 8 be valued at their Fair Market Value as of the last business day
preceding the day the Company receives the Optionee's notice of exercise. Other
securities of the Company shall, for purposes of this Section 8, be valued at
the publicly reported price, if any, for the last sale on the last business day
preceding the day the Company receives the Optionee's notice of exercise, or, if
there are no publicly reported prices of such other securities of the Company,
at the fair market value of such other securities as determined in good faith by
the Board of Directors. To the extent permitted in Section 8.3 above, Tax
Withholding may, if the Optionee so notifies the Company at the time of the
notice of exercise, be paid by the application of shares which could be received
upon exercise of any other stock option issued by the Company. This application
of shares shall be accomplished by crediting toward the Optionee's Tax
Withholding obligation the difference between the Fair Market Value of a share
of Common Stock and the Exercise Price of the stock option specified in the
Optionee's notice. Any such application shall be considered an exercise of the
other stock option to the extent that shares are so applied.

         8.5 COMPLIANCE WITH SECURITIES LAWS. No shares will be issued with
respect to the exercise of any Incentive Stock Option or Nonqualified Stock
Option unless the exercise and the issuance of the


                                      -10-
<PAGE>
shares will comply with all relevant provisions of law, including, without
limitation, the Securities Act, any registration under the Securities Act in
effect with respect to the Plan, all applicable state securities laws, the
Securities Exchange Act of 1934, as amended, the Internal Revenue Code, the
respective rules and regulations promulgated thereunder, and the requirements of
any stock exchange upon which the Common Stock may then be listed, and will be
further subject to the approval of counsel for the Company with respect to such
compliance. The Company will not be liable to any Optionee or any other person
for failure to issue shares upon the exercise of an option where such failure is
due to the inability of the Company to obtain all permits, exemptions or
approvals from regulatory authorities which are deemed by the Company's counsel
to be necessary. The Board may require any action or agreement by an Optionee as
may from time to time be necessary to comply with the federal and state
securities laws. The Company will not be obliged to prepare, file or maintain a
registration under the Securities Act with respect to the Plan or to take any
actions with respect to registration or qualification under any state securities
laws.

         8.6 ISSUANCE OF SHARES. Notwithstanding the good faith compliance by
the Optionee with all of the terms and conditions of an Incentive Option
Agreement or Nonqualified Option Agreement and with this Article VIII, the
Optionee will not become a shareholder and will have no rights as a shareholder
with respect to the shares covered by such option until the issuance of shares
pursuant to the exercise of such option is recorded on the stock transfer record
of the Company. Notwithstanding the foregoing, the Company shall not
unreasonably delay the issuance of a stock certificate and shall exercise
reasonable efforts to cause such stock certificate to be issued to the Optionee
as soon as is practicable after the compliance by the Optionee with all of the
terms and conditions of the Incentive Option Agreement or Nonqualified Option
Agreement, as the case may be, and with this Article VIII.

         8.7 NOTICE OF ANY DISQUALIFYING DISPOSITION AND PROVISION FOR TAX
WITHHOLDING. Any Optionee that exercises an Incentive Stock Option and then
makes a "disqualifying disposition" (as such term is defined under Section 422
of the Internal Revenue Code) of the shares so purchased, shall immediately
notify the Company in writing of such disqualifying disposition and shall pay or
make adequate provision for all Tax Withholding as if such Incentive Stock
Option was a Nonqualified Stock Option in accordance with Section 8.3.


                                   ARTICLE IX
                          CHANGES IN CAPITAL STRUCTURE

         9.1 ADJUSTMENTS OF NUMBER OF SHARES AND EXERCISE PRICE. If the
outstanding shares of Common Stock are hereafter increased, decreased, changed
into or exchanged for a different number or kind of shares of Common Stock or
for other securities of the Company or of another corporation, by reason of any
reorganization, merger, consolidation, reclassification, stock split-up,
combination of shares of Common Stock, or dividend payable in shares of Common
Stock or other securities of the Company, the Committee will make such
adjustment as it deems appropriate in the number and kind of shares of Common
Stock or other securities covered by subsequent Awards. In addition, the Board
of Directors will at such time make such adjustment in the number and kind of
shares of Common Stock or other securities covered by outstanding Incentive
Stock Options and outstanding Nonqualified Stock Options, as well as make an
adjustment in the Exercise Price under each option as the Board of Directors
deems appropriate. Any determination by the Board of Directors as to what
adjustments may be made, and the extent thereof, will be final, binding on all
parties and conclusive.


                                    ARTICLE X

                                      -11-
<PAGE>
                              UNDERWRITERS LOCK-UP

         Each written agreement evidencing an Award will specify that the
Optionee, by accepting the Award agrees that whenever the Company undertakes a
firmly underwritten public offering of its securities, the Optionee will, if
requested to do so by the managing underwriter in such offering, enter into an
agreement not to sell or dispose of any securities of the Company owned or
controlled by the Optionee provided that such restriction will not extend beyond
12 months from the effective date of the registration statement filed in
connection with such offering.


                                   ARTICLE XI
                                EMPLOYMENT RIGHTS

         Nothing in this Plan nor in any written agreement evidencing an Award
will confer upon any Optionee any right to continued employment with the Company
or to limit or affect in any way the right of the Company, in its sole
discretion, (a) to terminate the employment of such Optionee at any time, with
or without cause, (b) to change the duties of such Optionee, or (c) to increase
or decrease the compensation of the Optionee at any time. Unless the written
agreement evidencing an Award expressly provides otherwise, vesting under such
agreement shall be conditioned upon:

         1)   for Employees of the Company, the continued employment of the
              Optionee; or
         2)   for directors who are not Employees, the Optionee continuing to
              serve as a director of the Company.

and nothing in this Plan shall be construed as creating a contractual or implied
right or covenant by the Company to continue such employment or service as a
director.


                                   ARTICLE XII
                                AMENDMENT OF PLAN

         The Board of Directors may, at any time and from time to time, modify
or amend this Plan as it deems advisable except that any amendment increasing
the number of shares of Common Stock issuable under the Plan, or any amendment
that expands the group of persons eligible to receive Awards, shall only become
effective if and when such amendment is approved by the shareholders of the
Company. Except as provided in Section 9 hereof, no amendment shall be made to
the terms or conditions of an outstanding Incentive Stock Option or Nonqualified
Stock Option without the written consent of the Optionee.






DATED as of and approved by the Board of Directors of the Company at a meeting
held on March 28, 2002.

Approved by the shareholders of the Company on May 23 2002.


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