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                                                                     EXHIBIT 4.1

                         CALIFORNIA INDEPENDENT BANCORP

                   1989 AMENDED AND RESTATED STOCK OPTION PLAN

                                      INDEX

<TABLE>
<CAPTION>
ARTICLE
  NO.                             DESCRIPTION
<S>     <C>
   1.   PURPOSE

   2.   ADMINISTRATION

   3.   PARTICIPANTS

   4.   THE SHARES

   5.   GRANTS, TERMS AND CONDITIONS OF OPTIONS

   6.   ADJUSTMENT OF AND CHANGES IN THE SHARES

   7.   LISTING OR QUALIFICATION OF SHARES

   8.   AMENDMENT AND TERMINATION OF THE PLAN

   9.   BINDING EFFECT OF CONDITIONS

   10.  EFFECTIVENESS OF THE PLAN

   11.  PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF
        SALE.

   12.  INDEMNIFICATION

   13.  INFORMATION TO OPTIONEES
</TABLE>

                                        i

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                         CALIFORNIA INDEPENDENT BANCORP

                   1989 AMENDED AND RESTATED STOCK OPTION PLAN

                   ___________________ o0o ___________________

1. PURPOSE

The purpose of this 1989 Amended and Restated Stock Option Plan (the "Plan") of
California Independent Bancorp and its Affiliates (hereinafter collectively
referred to as the "Company"), is to secure for the Company and its stockholders
the benefits of the incentive inherent in the ownership of Common Stock of
California Independent Bancorp by those key, full-time employees and officers of
the Company who will share responsibility with management of the Company for its
future growth and success. Options may also be granted to non- employee
directors of the Company.

The word "Affiliate", as used in this Plan, means any bank or corporation in an
unbroken chain of banks or corporations beginning or ending with the Company, if
at anytime, each such bank or corporation other than the last in that chain owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one or the other banks or corporations in the chain.

This Plan was originally the Feather River State Bank ("Bank") 1989 Stock Option
Plan (the "Original Plan"). The Bank is now an Affiliate of the Company.
Pursuant to Section 6 of the Original Plan, in the event of a reorganization,
the Board of Directors of the Bank or its Affiliate, in this instance, the
Company, is authorized to substitute the number and kind of shares of stock of
the Bank for the number and kind of shares of stock of the Company. Accordingly,
by resolution of the Board of Directors of the Company duly adopted on June 13,
1995, the outstanding options and the shares available for grant pursuant to the
Original Plan were exchanged on a one-for-one basis for outstanding options and
shares available for grant pursuant to the Plan.

2. ADMINISTRATION

The following provisions shall govern the administration of the Plan:

                  (a) The Plan shall be administered by a committee of the Board
                  of Directors duly appointed by the Board (the "Committee")
                  composed of two (2) or more directors, each of whom is a
                  "disinterested person" within the meaning of Rule 16b-3 under
                  the Securities Exchange Act of 1934, as amended (the "1934
                  Act"), or successor rule or regulation, i.e. each Committee
                  member has not, during the one year prior to service as a
                  Committee member, received the grant of an option under the
                  Plan or any other plan of the Company, except that
                  participation in a formula plan meeting the conditions of Rule
                  16b-3 under the 1934 Act shall not disqualify a director from
                  being a "disinterested person". The Board of Directors may
                  from time to time remove members from or add members to the
                  Committee. Vacancies on the Committee, however caused, shall
                  be filled by the Board of Directors. The Board of Directors
                  shall designate a Chairman of the Committee from among the
                  Committee members. Acts of the Committee (i) at a meeting,
                  held at a time and place and in accordance with rules adopted
                  by the Committee, at which a quorum of the Committee is
                  present and acting, or (ii) reduced to and approved in writing
                  by a majority of the members of the Committee, shall be the
                  valid acts of the Committee.

                  (b) The Company shall effect the grant of options under the
                  Plan by execution of instruments in writing in a form approved
                  by the Committee. Subject to the express terms and conditions
                  of the Plan and the terms of any option outstanding under the
                  Plan, the Committee shall have full power to construe the Plan
                  and the terms of any option granted under the Plan, to
                  prescribe, amend and rescind rules and regulations relating to
                  the Plan or such options and to make all other determinations
                  necessary or advisable for the Plan's administration,
                  including, without limitation, the power to (i) determine
                  which persons meet the requirements of Section 3 hereof for
                  selection as participants in the Plan and which persons are
                  considered to be "employees" for purposes of the Internal
                  Revenue Code of 1986, as amended (the "Code"), and therefore
                  eligible to receive incentive stock options under the Plan;
                  (ii) determine to whom of the eligible persons, if any,
                  options shall be granted under the Plan; (iii) establish the
                  terms and conditions required or permitted to be included in
                  every option agreement or any amendments thereto, including
                  whether options to be granted thereunder shall be "incentive
                  stock options", as defined in the Code, or "nonstatutory stock
                  options"; (iv) specify the number of shares to be covered by
                  each option; (v) in the event a particular option is to be an
                  incentive stock option, determine and incorporate such terms
                  and provisions, as well as amendments thereto, as shall be
                  required in the judgement of the Board of Directors or the
                  Committee, so as to provide for or conform such option to any
                  change in any law,

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regulation, ruling or interpretation applicable thereto; and (vi) to make all
other determinations deemed necessary or advisable for administering the Plan.
The Committee's determination on the foregoing matters shall be conclusive.

3. PARTICIPANTS

Participants in the Plan shall be those, non-employee directors, officers and
key, full-time, salaried employees of the Company to whom options may be granted
from time to time by the Committee.

4. THE SHARES

The shares of stock initially subject to options authorized to be granted under
the Plan shall consist of three hundred eighty-seven thousand eight hundred and
fifty four (387,854) shares of Common Stock (the "Shares"), which is equal to
178,690 shares originally subject to the Original Plan and adjusted for any
applicable stock dividends and stock splits since the adoption of the Original
Plan and adjusted pursuant to Section 6 of the Original Plan, or the number and
kind of shares of stock or other securities which shall be substituted for such
shares or to which such shares shall be adjusted as provided in Section 6. The
Shares subject to the Plan may be set aside out of the authorized but unissued
shares of Common Stock of the Company not reserved for any other purpose or out
of shares of Common Stock subject to an option which, for any reason, terminates
unexercised as to the Shares.

5. GRANTS, TERMS AND CONDITIONS OF OPTIONS

Options may be granted at any time prior to the termination of the Plan to
non-employee directors, officers and other key, full-time, salaried employees of
the Company who, in the judgment of the Committee, contribute to the successful
conduct of the Company's operation through their judgment, interest, ability and
special efforts, provided, however, that: (i) for incentive stock options, the
aggregate fair market value of the stock (determined as of the date the option
is granted) which is exercisable for the first time in any calendar year (under
all stock option plans of the Company, its Affiliates or any predecessor of any
such corporation) shall not exceed $100,000; (ii) except in the case of
termination by death or disability or cause or cessation of status as a
director, as set forth in Section 5(c) below, the granted option must be
exercised by an optionee no later than three (3) months and one (1) day after
any termination of employment or status as a director with the Company and said
employment or status as a director must have been continuous since the granting
of the option. Further, incentive stock options may only be granted to full-
time, salaried employees of the Company.

                  In addition, options granted pursuant to the Plan shall be
                  subject to the following terms and conditions: (a) NUMBER OF
                  SHARES AND GRANT TO NON-EMPLOYEE DIRECTORS.

                  (i) Each agreement evidencing an option granted under the Plan
                  shall state the number of Shares subject to the option.

                           (ii)(aa) In each calendar year, one-third (1/3) of
                           the total remaining options available under the Plan
                           shall be divided by the number of years remaining
                           before the expiration of the Plan and this result
                           shall be available for grant to the Company's
                           non-employee directors.

                           (bb) The maximum number of shares to be granted to
                           any non-employee director in any one calendar year
                           shall be the result of dividing the result in
                           (ii)(aa) above by the total number of non-employee
                           directors of the Company at that time. The minimum
                           number of shares to be granted to any non-employee
                           director in any one calendar year shall be the
                           maximum number of shares granted to any non-employee
                           director minus 200 shares.

                           (cc) The total number of meetings of the Board of
                           Directors and committees of the Company and the Bank
                           attended by a non-employee director for the previous
                           calendar year shall be divided by the total number of
                           meetings of the Board of Directors and committees of
                           the Company and the Bank attended by all non-employee
                           directors for the previous calendar year.

                           (dd) The amount resulting from (ii)(cc) above shall
                           be multiplied by the total number of shares available
                           for grant to all non-employee directors in accordance
                           with (ii)(aa) above and shall be the base amount to
                           be granted to any non-employee director.

                           (ee) Any shares not granted pursuant to (ii)(bb)
                           above shall be allocated evenly among the
                           non-employee directors.

                           (ff) The grant of such shares in any calendar year
                           for service as a non-employee director in the
                           previous calendar year shall be defined as an "Annual
                           Grant".

                                       2

<PAGE>

(iii) In the event a non-employee director who is entitled to an Annual Grant
ceases to be a non-employee director for any reason other than by reason of
death prior to the granting of an Annual Grant, such non-employee director shall
not be entitled to receive such Annual Grant.

                  (iv) In the event of the death prior to the Annual Grant of a
                  non-employee director who is otherwise entitled to an Annual
                  Grant, the personal representative of said non-employee
                  director shall be entitled to receive the Annual Grant to
                  which said non-employee director was entitled, but shall not
                  be entitled to any further grants under the Plan.

                           (v) No proration of an Annual Grant shall be made
                           based on a partial year of service as a non-employee
                           director.

                  (b) VESTING PERIOD OF OPTIONS. With respect to each option
                  granted pursuant to Section 5(a) above, each optionee shall
                  agree to remain as a director and to render his or her
                  services for a period of at least six (6) months from the date
                  of an Annual Grant, but such agreement shall not impose upon
                  the Company any obligation to retain the optionee as a
                  director for any period. No option may be exercised by any
                  optionee unless and until the optionee has served continuously
                  as a director, officer or employee for a period of six (6)
                  months from the date of grant of such option (the "Vesting
                  Period"), except as set forth in Sections 5(e) and 6 hereof.
                  Upon the expiration of six (6) months from the date of
                  granting of an Annual Grant, each option granted pursuant to
                  Section 5(a)(ii) thru (v) to a non-employee director shall (i)
                  become immediately exercisable in full if the optionee has at
                  least five (5) years of continuous service with the Company
                  and its Affiliates or (ii) vest immediately as to 20% of the
                  Shares granted and vest as to an additional 20% each year on
                  the anniversary of the date of grant until exercisable in
                  full.

                  (c) OPTION PRICE. The purchase price (the "Option Price")
                  under each option shall be not less than one hundred percent
                  (100%) of the fair market value of the Shares subject thereto
                  on the date the option is granted, as such value is determined
                  by the Committee. The fair market value of such stock shall be
                  determined in accordance with any reasonable valuation method,
                  including the valuation methods described in Treasury
                  Regulation Section 20.2031-2. If, however, an employee owns
                  stock of the Company possessing more than ten percent (10%) of
                  the total combined voting power of all classes of stock of the
                  Company, the option price of any incentive stock option
                  granted to such optionee shall be not less than one hundred
                  ten percent (110%) of such fair market value at the time such
                  option is granted.

                  (d) DURATION AND EXERCISE OF OPTIONS. Each option shall vest
                  in such manner and at such time at the rate of at least 20%
                  per year up to but not exceeding five (5) years from the date
                  the option is granted for all Participants as the Committee
                  shall determine in its sole discretion; provided, however,
                  that the Committee may, in its sole discretion, provided,
                  further, that if an incentive stock option is granted to an
                  employee owning stock possessing more than ten percent (10%)
                  of the total combined voting power of all classes of stock of
                  the Company, such option by its terms is not exercisable after
                  the expiration of five (5) years from the date such option is
                  granted. Each option may be exercised for a period of up to
                  one hundred twenty (120) months from the date of grant,
                  subject to the vesting provisions set forth herein and to a
                  determination of the Committee that an option may expire in
                  such lesser period of time as they may determine in their sole
                  discretion. The termination of the Plan shall not alter the
                  maximum duration, the vesting provisions, or any other term or
                  condition of any option granted prior to the termination of
                  the Plan.

To the extent the right to purchase Shares has vested under a Participant's
stock option agreement, options may be exercised from time to time by delivering
payment in full at the Option Price for the number of Shares being purchased by
either: (i) cash, certified check, official bank check or the equivalent thereof
acceptable to the Company; or (ii) shares of the Company's Common Stock with a
fair market value on the date of exercise equal to the Option Price; or (iii) a
combination of (i) and (ii) above; together with written notice to the Secretary
of the Company identifying the option or part thereof being exercised and
specifying the number of Shares for which payment is being tendered. The Company
shall deliver to the Optionee, which delivery shall be not less than fifteen
(15) days and not more than thirty (30) days after the giving of such notice,
without transfer or issue tax to the Optionee (or other person entitled to
exercise the option) at the principal office of the Company, or such other place
as shall be mutually acceptable, a certificate or

                                        3

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certificates for such Shares dated the date the options were validly exercised;
provided, however, that the time of such delivery may be postponed by the
Company for such period as may be required for it with reasonable diligence to
comply with any requirements of law. If an option covers incentive and
nonstatutory stock options, separate stock certificates shall be issued; one or
more for stock acquired upon exercise of the incentive stock options and one or
more for the stock acquired upon exercise of the nonstatutory stock options.

                  (e) TERMINATION OF EMPLOYMENT, OR DIRECTOR OR OFFICER STATUS.
                  Upon the termination of an Optionee's status as an employee,
                  director or officer of the Company, his or her rights to
                  exercise an option then held shall be only as follows:

DEATH OR DISABILITY: If an Optionee's employment or status as an officer or
director is terminated by death or disability, such Optionee or such Optionee's
qualified representative (in the event of the Optionee's mental disability) or
the Optionee's estate (in the event of the Optionee's death) shall have the
right for a period of twelve (12) months following the date of such death or
disability to exercise the option to the extent the Optionee was entitled to
exercise such option on the date of the Optionee's death or disability, provided
the actual date of exercise is in no event after the expiration of the term of
the option.

An Optionee's "estate" shall mean the Optionee's legal representative or any
person who acquires the right to exercise an option by reason of the Optionee's
death.

CAUSE: If an employee or officer is determined by the Board of Directors to have
committed an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to
the Company, or to have deliberately disregarded the rules of the Company which
resulted in loss, damage or injury to the Company, or if an Optionee makes any
unauthorized disclosure of any of the secrets or confidential information of the
Company, induces any client or customer of the Company to break any contract
with the Company or induces any principal for whom the Company acts as agent to
terminate such agency relations, or engages in any conduct which constitutes
unfair competition with the Company, or if an Optionee is removed from any
office of the Company by any bank regulatory agency or by judicial process,
neither the Optionee or the Optionee's estate shall be entitled to exercise any
option with respect to any Shares whatsoever after termination of employment or
status as a director or officer. The Optionee may receive payment from the
Company for vacation pay, for services rendered prior to termination, for
services for the day on which termination occurred, for salary in lieu of
notice, or for other benefits. In making such determination, the Board of
Directors shall act fairly and shall give the Optionee an opportunity to appear
and be heard at a hearing before the full Board of Directors and present
evidence on the Optionee's behalf. For the purpose of this paragraph,
termination of employment or officer status shall be deemed to occur when the
Company dispatches notice or advice to the Optionee that the Optionee's
employment or status as an officer is terminated and not at the time of
Optionee's receipt thereof.

OTHER REASONS: If an Optionee's employment or status as a director or officer is
terminated for any other reason other than those mentioned above under "Death or
Disability" and "Cause", the Optionee may, within three (3) months and one (1)
day following such termination, exercise the option to the extent such option
was exercisable by the Optionee on the date of termination of the Optionee's
employment or status as a director or officer, provided the date of exercise is
in no event after the expiration of the term of the option.

(f) TRANSFERABILITY OF OPTION. Each option shall be transferable only by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code and shall be exercisable during the
Optionee's lifetime only by the Optionee.

                  (g) OTHER TERMS AND CONDITIONS. Options may also contain such
                  other provisions, which shall not be inconsistent with any of
                  the foregoing terms, as the Committee shall deem appropriate.
                  No option, however, nor anything contained in the Plan, shall
                  confer upon any Optionee any right to continue in the employ
                  or in the status as an officer of the Company, nor limit in
                  any way the right of the Company to terminate an Optionee's
                  employment or status as an officer at any time.

Nor shall any option, nor anything contained in the Plan, obligate the Company
or any Affiliate to continue any Optionee's status as a director or to vote any
shares held by the Company's proxy holders in favor of any Optionee at any
shareholders' meeting of the Company at which directors are to be elected.

                                        4

<PAGE>


                  (h) USE OF PROCEEDS FROM STOCK. Proceeds from the sale of
                  Shares pursuant to the exercise of options granted under the
                  Plan shall constitute general funds of the Company.

                  (i) RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights
                  as a shareholder with respect to any Shares until the date of
                  issuance of a stock certificate for such Shares. No adjustment
                  shall be made for dividends or other rights for which the
                  record date is prior to the date of such issuance, except as
                  provided in Section 6 hereof.

                  (j) EXERCISABILITY OF INCENTIVE STOCK OPTIONS. The aggregate
                  fair market value (determined at the time the option is
                  granted) of the stock with respect to which incentive stock
                  options are exercisable for the first time by an optionee
                  during any calendar year (under all such plans of the Company)
                  shall not exceed $100,000. Any option not complying with this
                  Section 5(j) shall be a nonstatutory stock option.

                  (k) TAX WITHHOLDING. The Company may determine that it is
                  required to withhold taxes relating to the exercise of any
                  option and that such tax withholding shall be satisfied in a
                  manner satisfactory to the Company before Shares pursuant to
                  the exercise of an option are delivered to an Optionee. The
                  Optionee may elect to pay such tax upon the exercise of a
                  stock option by surrendering a sufficient number of previously
                  issued shares or to withhold shares otherwise issuable upon
                  exercise of the option. The value of Shares surrendered shall
                  be the fair market value of such Shares on the date the
                  exercise of a stock option becomes taxable.

The election to withhold shares otherwise deliverable upon exercise of the
option, or to surrender previously issued shares, shall be subject to the
approval of the Committee and must be made pursuant to rules established by the
Committee.

6. ADJUSTMENT OF AND CHANGES IN THE SHARES

In the event the shares of Common Stock of the Company, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of reorganization, merger, consolidation, recapitalization,
reclassification, split-up, combination of shares or otherwise), or if the
number of shares of Common Stock of the Company shall be increased through the
payment of a stock dividend or increased or decreased through a stock split, the
Board of Directors shall substitute for or add to each share of Common Stock of
the Company theretofore appropriated or thereafter subject or which may become
subject to an option under the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock of the
Company shall be so changed, or for which each share shall be exchanged, or to
which each such share shall be entitled, as the case may be. In addition, the
Committee shall make appropriate adjustment in the number and kind of shares as
to which outstanding options, or portions thereof then unexercised, shall be
exercisable so that any Optionee's proportionate interest in the Company by
reason of his rights under unexercised portions of such options shall be
maintained as before the occurrence of such event. Such adjustment in
outstanding options shall be made without change in the total price of the
unexercised portion of the option and with a corresponding adjustment in the
option price per share.

In the event of sale, dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving or resulting
corporation, the Committee shall have the power to cause the termination of
every option outstanding hereunder. Such termination will occur under terms and
conditions as determined by the Committee and may provide for a cash settlement
equal to the positive difference between the amount to be received or paid for
one share pursuant to such sale, dissolution or liquidation or pursuant to such
merger or consolidation agreement and the exercise price. Further, subject to
terms and conditions as determined by the Committee, the surviving or resulting
corporation may, in its absolute discretion, tender an option or options to
purchase its shares on its terms and conditions, both as to the number of shares
and otherwise; provided, however, that in all events the Optionee shall have the
right immediately prior to such sale, dissolution, liquidation, or merger or
consolidation in which the Company is not the surviving or resulting corporation
to notification thereof as soon as practicable and, thereafter, to exercise the
Optionee's option to purchase Shares. This right of exercise shall be
conditioned upon the execution of a final plan of dissolution or liquidation or
a definitive agreement of merger or consolidation.

In the event of an offer by any person or entity to all shareholders of the
Company to purchase any or all shares of Common Stock of the Company (or shares
of stock or other securities which shall be substituted for such shares or to
which such shares shall be adjusted as provided in Section 6 hereof), any
Optionee under this Plan shall have the right upon the commencement of such
offer to exercise the

                                        5
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option and purchase shares subject thereto subject to the vesting provisions of
Section 5(b) and (d) hereof.

No right to purchase fractional shares shall result from any adjustment in
options pursuant to this Section 6. In case of any such adjustment, the shares
subject to the option shall be rounded down to the nearest whole share. Notice
of any adjustment shall be given by the Company to each holder of an option
which was in fact so adjusted and such adjustment (whether or not such notice is
given) shall be effective and binding for all purposes of the Plan.

To the extent the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, whose determination in
that respect shall be final, binding and conclusive. Any issue by the Company of
shares of stock of any class, or securities convertible into shares of any
class, shall not affect the number or price of shares of Common Stock subject to
the option, and no adjustment by reason thereof shall be made.

The grant of an option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

7. LISTING OR QUALIFICATION OF SHARES

All options granted under the Plan are subject to the requirement that if at any
time the Board of Directors or the Committee shall determine in its discretion
that the listing or qualification of the Shares subject thereto on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of or
in connection with the issuance of Shares under the option, the option may not
be exercised in whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any condition not
acceptable to the Board of Directors or the Committee.

8. AMENDMENT AND TERMINATION OF THE PLAN

The Board of Directors shall have complete power and authority to terminate or
amend the Plan; provided, however, that the Board of Directors shall not,
without the approval of the shareholders of the Company, (i) materially
increase the benefits accruing to Participants under the Plan; (ii) increase
the number of securities which may be issued under the Plan; or (iii) modify
the requirements as to eligibility for participation in the Plan; and provided
further that the terms set forth in Section 5 of the Plan shall not be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or the
rules thereunder. Except as provided in Section 6, no termination, modification
or amendment of the Plan may, without the consent of an employee, director or
officer to whom such option shall theretofore have been granted, adversely
affect the rights of such employee, director or officer under such option.
Unless the Plan shall have been terminated by action of the Board of Directors
prior thereto, it shall terminate ten (10) years from the earlier of its
adoption by the Board of Directors or approval by the Company's shareholders,
unless earlier terminated by the Board of Directors.

Unless the Plan shall have been terminated by action of the Board of Directors
prior thereto, the Plan shall terminate on June 14, 1999 (ten years from its
adoption).

9. BINDING EFFECT OF CONDITIONS

The conditions and stipulations herein contained, or in any option granted
pursuant to the Plan shall be, and constitute, a covenant running with all of
the Shares acquired by the optionee pursuant to this Plan, directly or
indirectly, whether the same have been issued or not, and those Shares owned by
the optionee shall not be sold, assigned or transferred by any person save and
except in accordance with the terms and conditions herein provided, and the
optionee shall agree to use best efforts to cause the officers of the Company to
refuse to record on the books of the Company any assignment or transfer made or
attempted to be made except as provided in the Plan and to cause said officers
to refuse to cancel old certificates or to issue or deliver new certificates
therefor where the purchaser or assignee has acquired certificates or the Shares
represented thereby, except strictly in accordance with the provisions of the
Plan.

10. EFFECTIVENESS OF THE PLAN

The Plan shall become effective only upon approval by the Board of Directors.
The grant of any options pursuant to the Plan shall be conditioned upon the
registration of the Shares with the Securities and Exchange Commission and
Qualification of the offer and sale of the Shares pursuant to the Plan with the

                                       6
<PAGE>

Commissioner of Corporations of the State of California, unless in the opinion
of counsel to the Company such registration or qualification is not necessary.

11. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF SALE

No optionee shall be entitled to the privileges of stock ownership as to any
Shares not actually issued and delivered to the optionee. No Shares shall be
purchased upon the exercise of any option unless and until any applicable
requirements of any regulatory agencies having jurisdiction, and of any
exchanges upon which the Common Stock of the Company may be listed, shall have
been satisfied. The Company shall diligently endeavor to comply with all
applicable securities laws before any options are granted under the Plan and
before any Shares are issued pursuant to the exercise of such options. The
optionee shall give the Company notice of any sale or other disposition of any
such Shares not more than five (5) days after such sale or other disposition.

12. INDEMNIFICATION

The Company shall indemnify its "agents", as defined in Section 317 of the
California Corporations Code, to the full extent permitted by Section 317, as
amended from time to time, or as permitted by any successor statute to Section
317, and by the Company's Articles of Incorporation.

13. INFORMATION TO OPTIONEES

The Company shall provide to each optionee during the period for which he or she
has one or more options outstanding, copies of all annual reports and other
information which are provided to all shareholders of the Company. The Company
shall not be required to provide such information to directors for key employees
whose duties in connection with the Company assure their access to equivalent
information.

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