Geneva Financial Corp.

                         2003 Equity Participation Plan

     1.  Purpose  of  the  Plan.  The  Geneva   Financial   Corp.   2003  Equity
Participation  Plan (the "Plan") is intended to advance the  interests of Geneva
Financial  Corp.  (the  "Company")  by  inducing   individuals  or  entities  of
outstanding ability and potential to join and remain with, or provide consulting
or advisory  services  to, the Company,  by  encouraging  and enabling  eligible
employees,   non-employee   Directors,   consultants  and  advisors  to  acquire
proprietary  interests  in the  Company,  and  by  providing  the  participating
employees,  non-employee Directors,  consultants and advisors with an additional
incentive  to  promote  the  success of the  Company.  This is  accomplished  by
providing for the granting of "Options," which term as used herein includes both
"Incentive Stock Options" and "Nonstatutory Stock Options, as later defined, and
"Restricted  Stock,"  to  employees,  non-employee  Directors,  consultants  and
advisors.

     2. Administration. The Plan shall be administered by the Board of Directors
of the Company  (the  "Board" or "Board of  Directors")  or by a committee  (the
"Committee")  consisting  of at least  two (2)  persons  chosen  by the Board of
Directors.  Except as  herein  specifically  provided,  the  interpretation  and
construction  by the Board of Directors or the Committee of any provision of the
Plan or of any Option, or with respect to any Restricted Stock, granted under it
shall be final and  conclusive.  The receipt of Options or  Restricted  Stock by
Directors, or any members of the Committee, shall not preclude their vote on any
matters in connection with the  administration or interpretation of the Plan.


<PAGE>


     3. Shares Subject to the Plan. The shares subject to Options  granted under
the Plan, and shares granted as Restricted Stock under the Plan, shall be shares
of the Company's  common stock,  par value $.01 per share (the "Common  Stock"),
whether  authorized  but unissued or held in the Company's  treasury,  or shares
purchased from stockholders expressly for use under the Plan. The maximum number
of  shares of  Common  Stock  which may be  issued  pursuant  to  Options  or as
Restricted  Stock  granted  under the Plan shall not exceed in the aggregate one
million  (1,000,000) shares. The Company shall at all times while the Plan is in
force  reserve  such number of shares of Common Stock as will be  sufficient  to
satisfy the  requirements of all outstanding  Options granted under the Plan. In
the event any Option  granted  under the Plan shall expire or terminate  for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the  unpurchased  shares subject  thereto shall
again be available for Options and grants of Restricted Stock under the Plan. In
the event any shares of  Restricted  Stock are  forfeited  for any  reason,  the
shares  forfeited  shall again be available for Options and grants of Restricted
Stock under the Plan.  In the event shares of Common Stock are  delivered to, or
withheld by, the Company  pursuant to Sections 13(b) or 27 hereof,  only the net
number of shares issued, i.e., net of the shares so delivered or withheld, shall
be considered to have been issued pursuant to the Plan.

     4.  Participation.  The class of  individuals  that  shall be  eligible  to
receive Options  ("Optionees") and Restricted Stock  ("Grantees") under the Plan
shall be (a) with  respect to  Incentive  Stock  Options  described in Section 6
hereof,  all  employees  of either  the  Company  or any  parent  or  subsidiary
corporation of the Company,  and (b) with respect to Nonstatutory  Stock Options
described  in  Section 7 hereof and  Restricted  Stock  described  in Section 17
hereof,  all  employees,  and  non-employee  Directors  of, or  consultants  and
advisors to, either the Company or any parent or

<PAGE>

subsidiary corporation of the Company;  provided,  however, neither Nonstatutory
Stock Options nor  Restricted  Stock shall be granted to any such  consultant or
advisor  unless (i) the  consultant or advisor is a natural person (or an entity
wholly-owned by the consultant or advisor), (ii) bona fide services have been or
are to be rendered by such consultant or advisor and (iii) such services are not
in  connection  with  the  offer  or sale of  securities  in a  capital  raising
transaction  and do not directly or indirectly  promote or maintain a market for
the Company's securities.  The Board of Directors or the Committee,  in its sole
discretion,  but subject to the  provisions  of the Plan,  shall  determine  the
employees and  non-employee  Directors of, and the  consultants and advisors to,
the  Company  and its parent and  subsidiary  corporations  to whom  Options and
Restricted  Stock  shall be  granted,  and the number of shares to be covered by
each Option and each Restricted  Stock grant,  taking into account the nature of
the  employment  or services  rendered  by the  individuals  or  entities  being
considered, their annual compensation, their present and potential contributions
to the success of the Company,  and such other factors as the Board of Directors
or the Committee may deem relevant.  For purposes hereof, a non-employee to whom
an offer of  employment  has been  extended  shall be  considered  an  employee,
provided that the Options granted to such  individual  shall not be exercisable,
and the  Restricted  Stock granted  shall not vest,  in whole or in part,  for a
period  of at least  one  year  from the  date of  grant  and in the  event  the
individual  does not commence  employment  with the Company,  the Options and/or
Restricted Stock granted shall be considered null and void.

     5. Stock  Option  Agreement.  Each Option  granted  under the Plan shall be
authorized by the Board of Directors or the Committee, and shall be evidenced by
a Stock  Option  Agreement  which  shall be  executed  by the Company and by the
individual or entity to whom such Option is granted.  The Stock Option Agreement
shall  specify  the  number of shares of Common


<PAGE>

Stock as to which any Option is granted,  the period  during which the Option is
exercisable,  and the option price per share  thereof,  and such other terms and
provisions  as the Board of Directors  or the  Committee  may deem  necessary or
appropriate.

     6.  Incentive  Stock  Options.  The Board of Directors or the Committee may
grant  Options  under the Plan which are  intended to meet the  requirements  of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),  with
respect to  "incentive  stock  options,"  and which are subject to the following
terms and  conditions  and any other terms and  conditions as may at any time be
required by Section 422 of the Code  (referred to herein as an "Incentive  Stock
Option"):

          (a) No Incentive  Stock Option shall be granted to  individuals  other
than  employees of the Company or of a parent or subsidiary  corporation  of the
Company.

          (b) Each  Incentive  Stock Option under the Plan must be granted prior
to June 5,  2013,  which is  within  ten (10)  years  from the date the Plan was
adopted by the Board of Directors.

          (c) The option  price of the shares  subject  to any  Incentive  Stock
Option  shall not be less than the fair market  value (as defined in  subsection
(f) of this  Section 6) of the  Common  Stock at the time such  Incentive  Stock
Option is granted; provided, however, if an Incentive Stock Option is granted to
an individual who owns, at the time the Incentive Stock Option is granted,  more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Company or of a parent or subsidiary  corporation of the Company (a
"10%  Stockholder"),  the option  price of the shares  subject to the  Incentive
Stock Option shall be at least one hundred ten percent (110%) of the fair market
value of the Common Stock at the time such Incentive Stock

<PAGE>

Option is granted.

     (d) No Incentive  Stock Option  granted under the Plan shall be exercisable
after the expiration of ten (10) years from the date of its grant.  However,  if
an Incentive Stock Option is granted to a 10% Stockholder,  such Incentive Stock
Option shall not be exercisable  after the expiration of five (5) years from the
date of its grant.  Every Incentive Stock Option granted under the Plan shall be
subject to earlier  termination as expressly  provided in Section 12 hereof.

     (e)For  purposes of determining  stock  ownership under this Section 6, the
attribution rules of Section 424(d) of the Code shall apply.

     (f) For purposes of the Plan,  fair market value shall be determined by the
Board of Directors or the Committee. If the Common Stock is listed on a national
securities  exchange  or The Nasdaq  Stock  Market  ("Nasdaq")  or traded on the
Over-the-Counter  market,  fair market value shall be the closing  selling price
or, if not available,  the closing bid price or, if not available,  the high bid
price  of the  Common  Stock  quoted  on  such  exchange  or  Nasdaq,  or on the
Over-the-Counter  market,  as reported by the  exchange,  Nasdaq or the National
Association  of Securities  Dealers OTC  Electronic  Bulletin  Board,  or if the
Common Stock is not so reported,  then by the Pink Sheets,  LLC, as the case may
be, on the day immediately preceding the day on which the Option is granted (or,
if granted after the close of business for trading, then on the day on which the
Option is  granted),  or, if there is no selling  or bid price on that day,  the
closing selling price,  closing bid price or high bid price, as the case may be,
on the most  recent day which  precedes  that day and for which such  prices are
available.  If there is no selling  or bid price for the ninety  (90) day period
preceding the date of grant of an Option  hereunder,  fair market value shall be
determined  in good  faith  by the  Board  of  Directors  or the  Committee.


<PAGE>

     7. Nonstatutory Stock Options.  The Board of Directors or the Committee may
grant Options under the Plan which are not intended to meet the  requirements of
Section  422 of the Code,  as well as  Options  which are  intended  to meet the
requirements of Section 422 of the Code but the terms of which provide that they
will not be  treated  as  Incentive  Stock  Options  (referred  to  herein  as a
"Nonstatutory Stock Option"). Nonstatutory Stock Options shall be subject to the
following terms and conditions:

     (a) A Nonstatutory  Stock Option may be granted to any individual or entity
eligible to receive an Option under the Plan pursuant to clause (b) of Section 4
hereof.

     (b) The option price of the shares subject to a  Nonstatutory  Stock Option
shall be  determined  by the Board of  Directors or the  Committee,  in its sole
discretion,  at the time of the grant of the  Nonstatutory  Stock Option.

     (c) A  Nonstatutory  Stock  Option  granted  under  the Plan may be of such
duration  as shall be  determined  by the Board of  Directors  or the  Committee
(subject to earlier termination as expressly provided in Section 12 hereof).

     8.  Reload  Options.  The Board of  Directors  or the  Committee  may grant
Options with a reload feature. A reload feature shall only apply when the option
price is paid by delivery of Common Stock (as set forth in Section 13(b)(ii)) or
by having  the  Company  reduce the number of shares  otherwise  issuable  to an
Optionee  (as  provided  for in the last  sentence  of  Section  13(b))  (a "Net
Exercise").  The Stock Option  Agreement for the Options  containing  the reload
feature shall provide that the Option  holder shall  receive,  contemporaneously
with the payment of the option  price in shares of Common  Stock or in the event
of a Net Exercise,  a reload stock option (the "Reload Option") to purchase that
number of shares of Common Stock equal to the sum of (i) the number of

<PAGE>

shares  ofCommon Stock used to exercise the Option (or not issued in the case of
a Net Exercise), and (ii) with respect to Nonstatutory Stock Options, the number
of  shares of Common  Stock  used to  satisfy  any tax  withholding  requirement
incident to the exercise of such  Nonstatutory  Stock  Option.  The terms of the
Plan  applicable to the Option shall be equally  applicable to the Reload Option
with the  following  exceptions:  (i) the option price per share of Common Stock
deliverable upon the exercise of the Reload Option,  (A) in the case of a Reload
Option which is an Incentive  Stock Option being  granted to a 10%  Stockholder,
shall be one hundred ten percent  (110%) of the fair market  value of a share of
Common Stock on the date of grant of the Reload  Option and (B) in the case of a
Reload Option which is an Incentive Stock Option being granted to a person other
than a 10%  Stockholder  or is a  Nonstatutory  Stock Option,  shall be the fair
market  value of a share  of  Common  Stock  on the date of grant of the  Reload
Option;  and (ii) the term of the Reload  Option shall be equal to the remaining
option term of the Option  (including  a Reload  Option)  which gave rise to the
Reload Option. The Reload Option shall be evidenced by an appropriate  amendment
to the Stock  Option  Agreement  for the  Option  which  gave rise to the Reload
Option. In the event the exercise price of an Option containing a reload feature
is paid by check and not in shares of Common  Stock,  the reload  feature  shall
have no application with respect to such exercise.

     9. Rights of Option Holders. The holder of an Option granted under the Plan
shall have none of the rights of a stockholder with respect to the stock covered
by his Option until such stock shall be  transferred to him upon the exercise of
his Option.

     10.  Alternate  Stock  Appreciation   Rights.

          (a)  Concurrently  with, or subsequent  to, the award of any Option to
purchase  one or more  shares of Common  Stock,  the Board of  Directors  or the
Committee may, in its sole

<PAGE>

discretion,  subject  to the  provisions  of the Plan and such  other  terms and
conditions as the Board of Directors or the Committee  may  prescribe,  award to
the Optionee  with  respect to each share of Common  Stock  covered by an Option
("Related  Option"),  a related  alternate  stock  appreciation  right  ("SAR"),
permitting  the Optionee to be paid the  appreciation  on the Related  Option in
lieu of  exercising  the  Related  Option.  An SAR  granted  with  respect to an
Incentive Stock Option must be granted together with the Related Option.  An SAR
granted with  respect to a  Nonstatutory  Stock  Option may be granted  together
with, or subsequent to, the grant of such Related  Option.

          (b) Each SAR granted  under the Plan shall be  authorized by the Board
of Directors or the Committee,  and shall be evidenced by an SAR Agreement which
shall be executed by the  Company and by the  individual  or entity to whom such
SAR is granted.  The SAR Agreement shall specify the period during which the SAR
is exercisable,  and such other terms and provisions not  inconsistent  with the
Plan.

          (c) An SAR may be exercised only if and to the extent that its Related
Option is  eligible to be  exercised  on the date of exercise of the SAR. To the
extent that a holder of an SAR has a current  right to exercise,  the SAR may be
exercised  from time to time by delivery by the holder thereof to the Company at
its principal office (attention: Secretary) of a written notice of the number of
shares  with  respect  to which  it is being  exercised.  Such  notice  shall be
accompanied by the agreements  evidencing the SAR and the Related Option. In the
event the SAR shall not be exercised in full, the Secretary of the Company shall
endorse or cause to be endorsed  on the SAR  Agreement  and the  Related  Option
Agreement  the number of shares  which have been  exercised  thereunder  and the
number of shares that remain  exercisable  under the SAR and the Related  Option
and return such SAR and Related Option to the holder thereof.

<PAGE>

          (d) The amount of payment to which an Optionee  shall be entitled upon
the  exercise  of each SAR shall be equal to one hundred  percent  (100%) of the
amount, if any, by which the fair market value of a share of Common Stock on the
exercise  date  exceeds  the  exercise  price per share of the  Related  Option;
provided,  however,  the Company may, in its sole discretion,  withhold from any
such cash payment any amount  necessary to satisfy the Company's  obligation for
withholding taxes with respect to such payment.

          (e) The amount  payable by the Company to an Optionee upon exercise of
a SAR may, in the sole determination of the Company, be paid in shares of Common
Stock, cash or a combination thereof, as set forth in the SAR Agreement.  In the
case of a payment in shares,  the number of shares of Common Stock to be paid to
an  Optionee  upon such  Optionee's  exercise of an SAR shall be  determined  by
dividing the amount of payment  determined  pursuant to Section  10(d) hereof by
the fair market value of a share of Common  Stock on the  exercise  date of such
SAR. For purposes of the Plan, the exercise date of an SAR shall be the date the
Company receives written  notification  from the Optionee of the exercise of the
SAR in  accordance  with the  provisions  of Section  10(c)  hereof.  As soon as
practicable after exercise, the Company shall either deliver to the Optionee the
amount of cash due such  Optionee  or a  certificate  or  certificates  for such
shares of Common  Stock.  All such  shares  shall be issued  with the rights and
restrictions specified herein.

          (f) SARs shall terminate or expire upon the same conditions and in the
same manner as the Related Options, and as set forth in Section 12 hereof.

          (g) The  exercise of any SAR shall cancel and  terminate  the right to
purchase an equal number of shares covered by the Related Option.

          (h) Upon the exercise or  termination of any Related  Option,  the SAR
with

<PAGE>

respect to such Related  Option  shall  terminate to the extent of the number of
shares  of  Common  Stock  as to which  the  Related  Option  was  exercised  or
terminated.

          (i) An SAR granted  pursuant to the Plan shall be  transferable to the
same extent as the Related Option.

          (j) All  references  in this  Plan to  "Options"  shall be  deemed  to
include "SARs" where applicable.

     11.  Transferability of Options.

          (a) No Option  granted  under the Plan  shall be  transferable  by the
individual  or entity to whom it was  granted  other than by will or the laws of
descent and distribution,  and, during the lifetime of an individual,  shall not
be exercisable by any other person, but only by him.

          (b)  Notwithstanding  Section 11(a) above, a Nonstatutory Stock Option
granted  under  the  Plan may be  transferred  in  whole  or in part  during  an
Optionee's  lifetime,  upon  the  approval  of the  Board  of  Directors  or the
Committee,  to an Optionee's  "family  members" (as such term is defined in Rule
701(c)(3) of the  Securities  Act of 1933, as amended,  and General  Instruction
A(1)(a)(5)  to  Form  S-8)  through  a gift or  domestic  relations  order.  The
transferred  portion of a Nonstatutory Stock Option may only be exercised by the
person or entity who acquires a proprietary  interest in such option pursuant to
the transfer.  The terms applicable to the transferred portion shall be the same
as those in effect for the Option  immediately  prior to such transfer and shall
be set  forth  in such  documents  issued  to the  transferee  as the  Board  of
Directors or the Committee may deem appropriate.  As used in this Plan the terms
"Optionee"  and  "holder of an Option"  shall refer to the grantee of the Option
and not any transferee thereof.

<PAGE>

     12. Effect of Termination of Employment or Death on Options.

          (a) Unless otherwise  provided in the Stock Option  Agreement,  if the
employment of an employee by, or the services of a non-employee Director for, or
consultant or advisor to, the Company or a parent or subsidiary  corporation  of
the  Company  shall  be  terminated  for  Cause  (as  hereinafter   defined)  or
voluntarily by the employee,  non-employee Director, consultant or advisor, then
his Option shall expire forthwith. Unless otherwise provided in the Stock Option
Agreement, and except as provided in subsections (b) and (c) of this Section 12,
if such employment or services shall  terminate for any other reason,  then such
Option  may be  exercised  at any  time  within  three  (3)  months  after  such
termination, subject to the provisions of subsection (d) of this Section 12. For
purposes hereof, "Cause" shall include,  without limitation,  (i) conviction of,
or a plea of  nolo  contendere  to,  a  felony  or  other  serious  crime;  (ii)
commission of any act involving moral turpitude;  (iii) commission of any act of
dishonesty  involving the Company or the  performance of the Optionee's  duties;
(iv) breach of any fiduciary  duty to the Company;  (v) any alcohol or substance
abuse on the part of the Optionee; (vi) the Optionee's commission of any illegal
business  practices  in  connection  with  the  Company's  business;  (vii)  any
embezzlement  or  misappropriation  of assets;  (viii) any  excessive  unexcused
absences from  employment  or service;  (ix)  continued and habitual  neglect to
perform  material  stated  duties;  (x) material  breach of any provision of any
employment,  consulting  or  advisory  agreement  between the  Optionee  and the
Company; (xi) engagement in any other misconduct that is materially injurious to
the Company; or (xii) if the Employee is party to an agreement with the Company,
anything which  constitutes  "Cause"  thereunder as it relates to termination of
employment or services. All references in the above definition of "Cause" to the
Company  shall be deemed  to  include  any  parent or  subsidiary  thereof.

<PAGE>

For purposes of the Plan, the retirement of an individual  either  pursuant to a
pension or  retirement  plan adopted by the Company or at the normal  retirement
date  prescribed  from  time  to time  by the  Company  shall  be  deemed  to be
termination of such individual's employment other than voluntarily or for cause.
For  purposes  of this  subsection  (a),  an  employee,  non-employee  Director,
consultant or advisor who leaves the employ or services of the Company to become
an employee or non-employee Director of, or a consultant or advisor to, a parent
or  subsidiary  corporation  of the Company or a corporation  (or  subsidiary or
parent  corporation  of the  corporation)  which has  assumed  the Option of the
Company as a result of a  corporate  reorganization  or like event  shall not be
considered to have terminated his employment or services.


          (b) Unless otherwise  provided in the Stock Option  Agreement,  if the
holder of an Option under the Plan dies (i) while  employed by, or while serving
as a  non-employee  Director for or a consultant or advisor to, the Company or a
parent or subsidiary corporation of the Company, or (ii) within three (3) months
after the  termination of his  employment or services other than  voluntarily or
for Cause,  then such Option may, subject to the provisions of subsection (d) of
this  Section 12, be  exercised  by the estate of the  employee or  non-employee
Director,  consultant  or  advisor,  or by a person  who  acquired  the right to
exercise such Option by bequest or inheritance or by reason of the death of such
employee or non-employee Director, consultant or advisor, at any time within one
(1) year after such death.

          (c) Unless otherwise  provided in the Stock Option  Agreement,  if the
holder of an Option  under the Plan ceases  employment  or  services  because of
permanent and total  disability  (within the meaning of Section  22(e)(3) of the
Code)  ("Permanent  Disability")  while  employed  by,  or  while  serving  as a
non-employee  Director for or  consultant or advisor to, the

<PAGE>

Company or a parent or subsidiary  corporation of the Company,  then such Option
may,  subject  to the  provisions  of  subsection  (d) of this  Section  12,  be
exercised at any time within one (1) year after his  termination  of employment,
termination of Directorship  or termination of consulting or advisory  services,
as the case may be, due to the  disability.

          (d) An Option may not be exercised  pursuant to this Section 12 except
to the extent that the holder was entitled to exercise the Option at the time of
termination  of  employment,   termination  of   Directorship,   termination  of
consulting or advisory services, or death, and in any event may not be exercised
after the  expiration  of the Option.

          (e) For purposes of this Section 12, the employment relationship of an
employee of the Company or of a parent or subsidiary  corporation of the Company
will be treated as  continuing  intact  while he is on military or sick leave or
other  bona  fide  leave  of  absence  (such  as  temporary  employment  by  the
Government)  if such leave does not exceed ninety (90) days,  or, if longer,  so
long as his  right  to  reemployment  is  guaranteed  either  by  statute  or by
contract.

     13. Exercise of Options.

          (a) Unless  otherwise  provided  in the Stock  Option  Agreement,  any
Option  granted under the Plan shall be  exercisable in whole at any time, or in
part from time to time,  prior to  expiration.  The  Board of  Directors  or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that the exercise of any Options  granted under the Plan shall be subject (i) to
such condition or conditions as it may impose,  including, but not limited to, a
condition  that the  holder  thereof  remain  in the  employ or  service  of, or
continue to provide  consulting or advisory services to, the Company or a parent
or  subsidiary  corporation  of the Company for such period or periods  from the
date of grant of the Option as the Board of Directors or the  Committee,  in its

<PAGE>

absolute  discretion,  shall  determine;  and (ii) to such limitations as it may
impose,  including,  but not limited to, a limitation  that the  aggregate  fair
market value  (determined at the time the Option is granted) of the Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any employee during any calendar year (under all plans of the Company and its
parent  and  subsidiary  corporations)  shall not exceed  one  hundred  thousand
dollars  ($100,000).  In  addition,  in the event  that  under any Stock  Option
Agreement the aggregate fair market value  (determined at the time the Option is
granted) of the Common Stock with respect to which  Incentive  Stock Options are
exercisable  for the first time by any employee  during any calendar year (under
all plans of the Company and its parent and subsidiary corporations) exceeds one
hundred  thousand  dollars  ($100,000),  the Board of Directors or the Committee
may, when shares are transferred upon exercise of such Options,  designate those
shares which shall be treated as transferred upon exercise of an Incentive Stock
Option and those shares which shall be treated as transferred upon exercise of a
Nonstatutory Stock Option.

          (b) An  Option  granted  under  the  Plan  shall be  exercised  by the
delivery by the holder thereof to the Company at its principal office (attention
of the  Secretary)  of written  notice of the number of shares  with  respect to
which the  Option is being  exercised.  Such  notice  shall be  accompanied,  or
followed within ten (10) days of delivery thereof, by payment of the full option
price of such  shares,  and  payment of such  option  price shall be made by the
holder's delivery of (i) his check payable to the order of the Company,  or (ii)
previously  acquired  Common  Stock,  the fair  market  value of which  shall be
determined  as of the  date of  exercise  (provided  that the  shares  delivered
pursuant hereto are acceptable to the Board of Directors or the Committee in its
sole  discretion)  or (iii) if provided for in the Stock Option  Agreement,  his
check payable to the order of

<PAGE>

the  Company in an amount at least  equal to the par value of the  Common  Stock
being acquired,  together with a promissory note, in form and upon such terms as
are acceptable to the Board or the  Committee,  made payable to the order of the
Company in an amount equal to the balance of the exercise  price, or (iv) by the
holder's  delivery of any  combination  of the  foregoing  (i),  (ii) and (iii).
Alternatively,  if provided  for in the Stock Option  Agreement,  the holder may
elect to have the Company  reduce the number of shares  otherwise  issuable by a
number of shares  having a fair market value equal to the exercise  price of the
Option being exercised.

     14. Adjustment Upon Change in Capitalization.

          (a) In the  event  that the  outstanding  Common  Stock  is  hereafter
changed by reason of reorganization,  merger,  consolidation,  recapitalization,
reclassification,  stock split-up,  combination of shares,  reverse split, stock
dividend or the like, an  appropriate  adjustment  shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan, in the number of shares and option price per share subject to  outstanding
Options,  and  in any  limitation  on  exerciseability  referred  to in  Section
13(a)(ii) hereof which is set forth in outstanding  Incentive Stock Options.  If
the  Company  shall  be  reorganized,   consolidated,  or  merged  with  another
corporation,  subject to the  provisions of Section 19 hereof,  the holder of an
Option  shall be  entitled to receive  upon the  exercise of his Option the same
number  and kind of shares  of stock or the same  amount  of  property,  cash or
securities  as he would have been  entitled to receive upon the happening of any
such corporate  event as if he had been,  immediately  prior to such event,  the
holder of the number of shares covered by his Option; provided, however, that in
such event the Board of Directors or the Committee shall have the  discretionary
power to take any action necessary or appropriate to prevent any Incentive Stock
Option  granted  hereunder  which is intended to be an

<PAGE>

"incentive stock option" from being disqualified as such under the then existing
provisions of the Code or any law amendatory  thereof or  supplemental  thereto;
and provided, further, however, that in such event the Board of Directors or the
Committee  shall have the  discretionary  power to take any action  necessary or
appropriate  to prevent such  adjustment  from being deemed or considered as the
adoption of a new plan requiring  shareholder  approval under Section 422 of the
Code and the  regulations  promulgated  thereunder.

          (b) Any adjustment in the number of shares shall apply proportionately
to only the unexercised portion of the Option granted hereunder. If fractions of
a share would result from any such  adjustment,  the adjustment shall be revised
to the next lower whole number of shares.

     15. Further Conditions of Exercise of Options.

          (a) Unless  prior to the  exercise  of the Option the shares  issuable
upon such  exercise  have  been  registered  with the  Securities  and  Exchange
Commission  pursuant to the  Securities  Act of 1933, as amended,  the notice of
exercise shall be accompanied by a representation  or agreement of the person or
estate  exercising  the Option to the Company to the effect that such shares are
being acquired for investment  purposes and not with a view to the  distribution
thereof, and such other documentation as may be required by the Company,  unless
in the  opinion of counsel to the  Company  such  representation,  agreement  or
documentation is not necessary to comply with such Act.

          (b) If  the  Common  Stock  is  listed  on  any  securities  exchange,
including,  without  limitation,  Nasdaq,  the Company shall not be obligated to
deliver any Common Stock  pursuant to this Plan until it has been listed on each
such  exchange.  In addition,  the Company shall not be obligated to deliver any
Common Stock pursuant to this Plan until there has been  qualification

<PAGE>

under or compliance with such federal or state laws, rules or regulations as the
Company may deem applicable.  The Company shall use reasonable efforts to obtain
such  listing,   qualification  and  compliance.

     16. Restricted Stock Grant Agreement. Each Restricted Stock grant under the
Plan shall be authorized by the Board of Directors or the  Committee,  and shall
be evidenced by a Restricted  Stock Grant  Agreement  which shall be executed by
the Company and by the  individual  or entity to whom such  Restricted  Stock is
granted. The Restricted Stock Grant Agreement shall specify the number of shares
of  Restricted  Stock  granted,  the  vesting  periods  and such other terms and
provisions  as the Board of Directors  or the  Committee  may deem  necessary or
appropriate.

     17.  Restricted  Stock Grants.

          (a) The Board of Directors or the Committee may grant Restricted Stock
under the Plan to any individual or entity eligible to receive  Restricted Stock
pursuant  to  clause  (b) of  Section  4 hereof.

          (b) In addition to any other applicable  provisions  hereof and except
as may otherwise be specifically provided in a Restricted Stock Grant Agreement,
the  following  restrictions  in this  Section  17(b)  shall  apply to grants of
Restricted  Stock  made by the Board or the  Committee:

               (i) No shares granted pursuant to a grant of Restricted Stock may
be sold, transferred,  pledged,  assigned or otherwise alienated or hypothecated
until, and to the extent that, such shares are vested.

               (ii) Shares granted pursuant to a grant of Restricted Stock shall
vest as  determined  by the  Board  or the  Committee,  as  provided  for in the
Restricted Stock Grant Agreement. The foregoing  notwithstanding (but subject to
the provisions of (iii) hereof and subject


<PAGE>

to the  discretion of the Board or the  Committee),  a Grantee shall forfeit all
shares not previously  vested,  if any, at such time as the Grantee is no longer
employed by, or serving as a Director of, or  rendering  consulting  or advisory
services to, the Company or a parent or subsidiary  corporation  of the Company.
All forfeited shares shall be returned to the Company.

               (iii)  Notwithstanding the provisions of (ii) hereof,  non-vested
Restricted Stock shall  automatically vest as provided for in Section 19 hereof.

          (c) In determining the vesting requirements with respect to a grant of
Restricted Stock, the Board or the Committee may impose such restrictions on any
shares  granted  as  it  may  deem  advisable  including,   without  limitation,
restrictions relating to length of service, corporate performance, attainment of
individual  or group  performance  objectives,  and federal or state  securities
laws,  and may legend the  certificates  representing  Restricted  Stock to give
appropriate  notice  of  such  restrictions.  Any  such  restrictions  shall  be
specifically set forth in the Restricted Stock Grant Agreement.

          (d)  Certificates  representing  shares  granted  that are  subject to
restrictions  shall be held by the Company or, if the Board or the  Committee so
specifies,  deposited with a third-party custodian or trustee until lapse of all
restrictions on the shares.  After such lapse,  certificates for such shares (or
the vested  percentage  of such shares) shall be delivered by the Company to the
Grantee; provided, however, that the Company need not issue fractional shares.

          (e) During any applicable period of restriction,  the Grantee shall be
the record  owner of the  Restricted  Stock and shall be  entitled  to vote such
shares and receive all  dividends and other  distributions  paid with respect to
such shares  while they are so  restricted.  However,  if any such  dividends or
distributions  are paid in shares  of  Company  stock or cash or other


<PAGE>

property  during an applicable  period of restriction,  the shares,  cash and/or
other property deliverable shall be held by the Company or third party custodian
or trustee and be subject to the same restrictions as the shares with respect to
which they were issued. Moreover, the Board or the Committee may provide in each
grant such other  restrictions,  terms and  conditions as it may deem  advisable
with respect to the treatment and holding of any stock, cash or property that is
received in exchange for Restricted Stock granted pursuant to the Plan.

          (f) Each Grantee  making an election  pursuant to Section 83(b) of the
Code shall,  upon making such election,  promptly  provide a copy thereof to the
Company.

          (g) If the Company shall be reorganized,  consolidated, or merged with
another  corporation or entity,  subject to the provisions of Section 19 hereof,
the  shares of stock or the  property,  cash or  securities  which the holder of
Restricted  Stock shall be entitled to receive  upon the  happening  of any such
corporate event in respect of his Restricted Stock, shall be subject to the same
restrictions to which such Restricted Stock was subject pursuant to the terms of
the Restricted Stock Grant Agreement  relating to such Restricted  Stock, and in
such event the Board of Directors or the Committee shall have the  discretionary
power to take any action  necessary or appropriate  to preserve the  "restricted
stock" nature of the Restricted  Stock so converted or exchanged,  or to prevent
such Restricted Stock so converted or exchanged from being  disqualified as such
under the then existing  provisions of the Code or any law amendatory thereof or
supplemental  thereto.

          (h) If fractions of a share of Restricted  Stock would result from any
such  adjustment,  the adjustment  shall be treated in the same manner as Common
Stock in such corporate event.

<PAGE>

     18.  Restrictions Upon Shares;  Right of First Refusal.

          (a) No Optionee or Grantee  (collectively,  "Participant")  shall, for
value or otherwise,  sell,  assign,  transfer or otherwise dispose of all or any
part of the shares  issued  pursuant to the exercise of an Option or received as
Restricted Stock  (collectively,  the "Shares"),  or of any beneficial  interest
therein (collectively a "Disposition"), except as permitted by and in accordance
with the  provisions  of the Plan.  The Company  shall not recognize as valid or
give effect to any Disposition of any Shares or interest  therein upon the books
of  the  Company  unless  and  until  the  Participant  desiring  to  make  such
Disposition  shall  have  complied  with  the  provisions  of the  Plan.

          (b) No Participant shall,  without the written consent of the Company,
pledge,  encumber,  create a  security  interest  in or lien  on,  or in any way
attempt  to  otherwise  impose or suffer  to exist any lien,  attachment,  levy,
execution  or  encumbrance  on the Shares.

          (c) If, at any time, a Participant  desires to make a  Disposition  of
any of the Shares (the "Offered Shares") to any third-party individual or entity
pursuant to a bona fide offer (the "Offer"), he shall give written notice of his
intention  to do so ("Notice of Intent to Sell") to the  Company,  which  notice
shall specify the name(s) of the  offeror(s)  (the "Proposed  Offeror(s)"),  the
price  per  share  offered  for the  Offered  Shares  and all  other  terms  and
conditions of the proposed  transaction.  Thereupon,  the Company shall have the
option to purchase from the Participant  all, but not less than all, the Offered
Shares upon the same terms and conditions as set forth in the Offer.

          (d) If the Company desires to purchase all of the Offered  Shares,  it
must send a written notice to such effect to the Participant  within thirty (30)
days following receipt of the Notice of Intent to Sell.

<PAGE>

          (e) The closing of any purchase  and sale of the Offered  Shares shall
take place  sixty (60) days  following  receipt by the  Company of the Notice of
Intent to Sell.

          (f) If the  Company  does not  elect to  purchase  all of the  Offered
Shares  within the period set forth in  paragraph  (d) hereof,  no Shares may be
purchased by the Company, and the Participant shall thereupon be free to dispose
of such Shares to the Proposed  Offeror(s) strictly in accordance with the terms
of the Offer.  If the Offered  Shares are not disposed of strictly in accordance
with the terms of the Offer  within a period of one  hundred  twenty  (120) days
after the  Participant  gives a Notice of Intent to Sell,  such  Shares  may not
thereafter  be sold  without  compliance  with the  provisions  hereof.

          (g) All certificates representing the Shares shall bear on the face or
reverse side  thereof the  following  legend:

               "The shares represented by this certificate are subject
               to the provisions of the Geneva  Financial Corp. 2003
               Equity Participation  Plan,  a copy  of  which  is on
               file at the offices of the Company."

          (h) The  provisions  of this Section 18 shall  terminate  and be of no
further force or effect at such time, if ever,  that the Company becomes subject
to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), pursuant to Section 13 or 15(d) thereof.

     19.  Liquidation,  Merger or Consolidation.  Notwithstanding  Section 14(a)
hereof, if the Board of Directors  approves a plan of complete  liquidation or a
merger or consolidation  (other than a merger or consolidation that would result
in the voting  securities of the Company  outstanding  immediately prior thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting securities of the surviving entity), at least fifty percent (50%) of
the

<PAGE>

combined voting power of the voting securities of the Company (or such surviving
entity) outstanding  immediately after such merger or consolidation),  the Board
of Directors or the Committee may, in its sole  discretion,  upon written notice
to the holder of an Option,  provide  that the Option must be  exercised  within
twenty (20) days following the date of such notice or it will be terminated.  In
the event such notice is given, the Option shall become immediately  exercisable
in full.

     20.  Effectiveness  of the  Plan.  The Plan  was  adopted  by the  Board of
Directors  on June 6, 2003.  The Plan shall be subject to  approval on or before
June 5, 2004,  which is within one (1) year of adoption of the Plan by the Board
of Directors,  by the affirmative vote of the holders of a majority of the votes
of the  outstanding  shares of capital stock of the Company present in person or
represented by proxy at a meeting of  stockholders  and entitled to vote thereon
(or in  the  case  of  action  by  written  consent  in  lieu  of a  meeting  of
stockholders, the number of votes required by applicable law to act in lieu of a
meeting)  ("Stockholder  Approval").  In the event such Stockholder  Approval is
withheld or otherwise  not received on or before the latter date,  the Plan and,
unless  otherwise  provided in the Stock Option  Agreement and/or the Restricted
Stock  Grant  Agreement,  all Options  and  Restricted  Stock that may have been
granted hereunder shall become null and void.

     21. Termination, Modification and Amendment.

          (a) The Plan (but not Options previously granted under the Plan) shall
terminate  on June 5, 2013,  which is within ten (10) years from the date of its
adoption by the Board of Directors,  or sooner as hereinafter  provided,  and no
Option or Restricted  Stock shall be granted after  termination of the Plan. The
foregoing  shall not be deemed to limit the vesting period for Restricted  Stock
granted  pursuant to the Plan.

<PAGE>

          (b) The Plan may from time to time be terminated, modified, or amended
if  Stockholder  Approval  of the  termination,  modification  or  amendment  is
obtained.

          (c)  The  Board  of  Directors  may  at any  time,  on or  before  the
termination  date  referred  to in Section  21(a)  hereof,  without  Stockholder
Approval,  terminate the Plan, or from time to time make such  modifications  or
amendments to the Plan as it may deem  advisable;  provided,  however,  that the
Board of Directors shall not, without Stockholder Approval, (i) increase (except
as otherwise  provided by Section 14 hereof) the maximum  number of shares as to
which Incentive Stock Options may be granted  hereunder,  change the designation
of the  employees  or class of  employees  eligible to receive  Incentive  Stock
Options, or make any other change which would prevent any Incentive Stock Option
granted  hereunder  which is intended to be an  "incentive  stock  option"  from
qualifying  as such under the then  existing  provisions  of the Code or any law
amendatory thereof or supplemental  thereto or (ii) make any other modifications
or amendments  that require  Stockholder  Approval  pursuant to applicable  law,
regulation or exchange  requirements.  In the event Stockholder  Approval is not
received within one (1) year of adoption by the Board of Directors of the change
provided for in (i) or (ii) above,  then, unless otherwise provided in the Stock
Option  Agreement  and/or  Restricted  Stock  Grant  Agreement  (but  subject to
applicable law), the change and all Options,  SARs and Restricted Stock that may
have been granted pursuant thereto shall be null and void.

          (d) No  termination,  modification,  or  amendment  of the  Plan  may,
without the consent of the individual or entity to whom any Option or Restricted
Stock shall have been  granted,  adversely  affect the rights  conferred by such
Option or  Restricted  Stock grant.

     22. Not a Contract of Employment.  Nothing  contained in the Plan or in any

<PAGE>

Stock Option  Agreement or Restricted  Stock Grant Agreement  executed  pursuant
hereto shall be deemed to confer upon any individual or entity to whom an Option
or  Restricted  Stock is or may be granted  hereunder any right to remain in the
employ or service of the Company or a parent or  subsidiary  corporation  of the
Company or any entitlement to any  remuneration or other benefit pursuant to any
consulting or advisory arrangement.

     23. Use of  Proceeds.  The  proceeds  from the sale of shares  pursuant  to
Options or  Restricted  Stock granted  under the Plan shall  constitute  general
funds of the Company.

     24. Indemnification of Board of Directors or Committee. In addition to such
other rights of  indemnification  as they may have,  the members of the Board of
Directors  or the  Committee,  as the case may be, shall be  indemnified  by the
Company to the extent  permitted  under  applicable  law  against  all costs and
expenses  reasonably  incurred by them in connection  with any action,  suit, or
proceeding  to which  they or any of them may be a party by reason of any action
taken or  failure  to act  under or in  connection  with the Plan or any  rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid  by  them  in  satisfaction  of a  judgment  of any  such  action,  suit or
proceeding,  except a  judgment  based  upon a finding  of bad  faith.  Upon the
institution of any such action,  suit, or  proceeding,  the member or members of
the Board of  Directors or the  Committee,  as the case may be, shall notify the
Company in writing,  giving the Company an opportunity at its own cost to defend
the same before such  member or members  undertake  to defend the same on his or
their own behalf.

     25.  Captions.  The use of  captions  in the Plan is for  convenience.  The
captions  are not  intended to provide  substantive  rights.

     26. Disqualifying  Dispositions.  If Common Stock acquired upon exercise of
an

<PAGE>

Incentive  Stock Option  granted  under the Plan is disposed of within two years
following the date of grant of the Incentive  Stock Option or one year following
the issuance of the Common Stock to the Optionee, or is otherwise disposed of in
a manner that  results in the  Optionee  being  required to  recognize  ordinary
income,  rather  than  capital  gain,  from the  disposition  (a  "Disqualifying
Disposition"),  the holder of the Common Stock shall,  immediately prior to such
Disqualifying  Disposition,  notify the Company in writing of the date and terms
of such Disqualifying  Disposition and provide such other information  regarding
the  Disqualifying  Disposition  as the  Company  may  reasonably  require.


     27.  Withholding  Taxes.

          (a) Whenever under the Plan shares of Common Stock are to be delivered
to an Optionee upon exercise of a  Nonstatutory  Stock Option or to a Grantee of
Restricted  Stock,  the Company  shall be entitled to require as a condition  of
delivery that the Optionee or Grantee  remit or, at the  discretion of the Board
or the Committee,  agree to remit when due, an amount  sufficient to satisfy all
current or estimated  future  Federal,  state and local  income tax  withholding
requirements,  including,  without  limitation,  the  employee's  portion of any
employment tax  requirements  relating  thereto.  At the time of a Disqualifying
Disposition,  the Optionee  shall remit to the Company in cash the amount of any
applicable  Federal,  state and local income tax  withholding and the employee's
portion of any employment taxes.

          (b) The Board of Directors or the  Committee  may, in its  discretion,
provide  any or all  holders  of  Nonstatutory  Stock  Options  or  Grantees  of
Restricted Stock with the right to use shares of Common Stock in satisfaction of
all or part of the withholding taxes to which such holders may become subject in
connection  with the exercise of their  Options or their  receipt of

<PAGE>

Restricted  Stock.  Such right may be  provided  to any such holder in either or
both of the following formats:

               (i) The election to have the Company withhold, from the shares of
Common Stock  otherwise  issuable upon the exercise of such  Nonstatutory  Stock
Option or otherwise  deliverable as a result of the vesting of Restricted Stock,
a portion of those  shares  with an  aggregate  fair  market  value equal to the
percentage of the  withholding  taxes (not to exceed one hundred percent (100%))
designated  by the holder.

               (ii) The  election  to  deliver to the  Company,  at the time the
Nonstatutory Stock Option is exercised or Restricted Stock is granted or vested,
one or more shares of Common  Stock  previously  acquired by such holder  (other
than in connection with the option exercise or Restricted Stock grant triggering
the  withholding  taxes)  with an  aggregate  fair  market  value  equal  to the
percentage of the  withholding  taxes (not to exceed one hundred percent (100%))
designated by the holder.

     28. Other Provisions. Each Option granted, and each Restricted Stock grant,
under the Plan may contain such other terms and conditions not inconsistent with
the  Plan as may be  determined  by the  Board  or the  Committee,  in its  sole
discretion.  Notwithstanding the foregoing,  each Incentive Stock Option granted
under the Plan shall include those terms and  conditions  which are necessary to
qualify the  Incentive  Stock Option as an "incentive  stock option"  within the
meaning of Section 422 of the Code and the regulations  thereunder and shall not
include any terms and conditions which are inconsistent therewith.

     29. Definitions.  For purposes of the Plan, the terms "parent  corporation"
and


<PAGE>

"subsidiary  corporation"  shall have the meanings set forth in Sections  424(e)
and  424(f) of the Code,  respectively,  and the  masculine  shall  include  the
feminine and the neuter as the context requires.

     30. Governing Law. The Plan shall be governed by, and all questions arising
hereunder  shall be  determined  in  accordance  with,  the laws of the State of
Delaware, excluding choice of law principles thereof.