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                                                                    EXHIBIT 10.2

                            COMMUNITY BANK OF NEVADA

                                  STOCK OPTION

IT IS IMPORTANT THAT YOU RETAIN THIS DOCUMENT. THIS ORIGINAL INCENTIVE STOCK
OPTION MUST BE DELIVERED TO THE COMPANY ON EXERCISE OR TRANSFER OF THE OPTION.

      THIS STOCK OPTION (this "Option") is granted this ____ day of ____, 200_
by COMMUNITY BANK OF NEVADA, a Nevada Corporation (the "Company"), under the
terms of the 1995 Employee Incentive Plan of the Company (the "Plan"), to
____________ ("Optionee").

      1.    Grant of Option. The Company hereby irrevocably grants to Optionee
            the right and option to purchase all or any part of an aggregate of
            ____ shares of common stock, $0.001 par value per share, of the
            Company (the "Common Stock") on the terms and conditions hereinafter
            set forth and subject to the provisions of the Plan.

      2.    Exercise Price. The exercise price of this Option shall be $____ per
            share.

      3.    Term of Option. The right to exercise this Option shall vest on the
            next two anniversary dates to purchase the percentage of the total
            number of shares of Common Stock purchasable under this Option as
            indicated below.

<TABLE>
<CAPTION>
Anniversary   Percentage
-----------   ----------
<S>           <C>
First             50%
Second            50%
</TABLE>

      Subject to the other provisions of this Option and the Plan, this Option
      may be exercised, in whole or in part, at any time prior to ten years from
      the date of this Option. In the event the Optionee is terminated or
      resigns from the Company for any reason, the portion of this Option
      remaining unexercised as of the date of such termination or resignation
      shall be null and void, and Optionee shall thereafter have no further
      rights to purchase shares of Common Stock pursuant to this Option.

      4.    Shareholder's Rights. Optionee shall have the rights of a
            shareholder only with respect to Common Stock fully paid for by
            Optionee under this Option.

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      5.    Adjustment to Number of Shares of Common Stock. The number of shares
            of Common Stock subject to this Option shall be adjusted to take
            into account any stock split, stock dividend, or recapitalization of
            the Common Stock of the Company as provided in the Plan.

      6.    Method of Exercise. This Option may be exercised, in accordance with
            all of the terms and conditions set forth in this Option and the
            Plan, by delivery of this Option together with a notice of exercise,
            a form of which is attached hereto as Exhibit "A" and incorporated
            herein by this reference, indicating the number of shares which the
            Optionee then elects to purchase and make payment, in any of the
            following ways:

            (a)   If Optionee elects to exercise the Option and Make Payment, in
                  whole or in part, for the shares of Common Stock in cash,
                  Optionee shall include with the notice of exercise a certified
                  check or official bank check payable to the order of the
                  Company in the amount of the full option price of the Common
                  Stock being purchased.

            (b)   If Optionee elects to exercise the Option and make payment, in
                  whole or in part, for the shares of Common Stock in
                  installments, Optionee shall include with the notice of
                  exercise a certified check or official bank check payable to
                  the order of the Company in the amount of any cash to be paid
                  on exercise, and a promissory note, in form satisfactory to
                  the Company, executed by the Optionee and evidencing the
                  obligation of the Optionee to pay the balance of the exercise
                  price to the Company in equal annual installments payable on
                  the first anniversary date beginning after the date of such
                  exercise and terminating on the third anniversary of the date
                  of such exercise, together with interest at a rate as of the
                  date of exercise equivalent to that published in the Wall
                  Street Journal as the prime rate, which is the base rate on
                  corporate loans at large U.S. money center commercial banks.

            (c)   If Optionee elects to exercise the Option and make payment, in
                  whole or in part, for the shares of Common Stock by delivery
                  of shares of Common Stock of the Company already owned by the
                  Optionee, Optionee shall include with the notice of exercise
                  certificates representing such shares of Common Stock valued
                  at fair market value as quoted on a registered national
                  securities exchange or, if not listed on such an exchange, the
                  NASDAQ Stock Market ("NASDAQ") of the National Association of
                  Securities Dealers, Inc. Fair market value shall mean the
                  closing price for such stock on the close of business on the
                  day last preceding the date of exercise of such Option, or, if
                  not listed on such an exchange or included on NASDAQ, shall
                  mean the closing

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                  price (or, if no closing price is available from sources
                  deemed reliable by the Company, the closing bid quotation) for
                  such stock as determined by the Company through any other
                  reliable means of determination available on the close of
                  business on the day last preceding the date of exercise of
                  such Option.

            (d)   If Optionee elects to exercise the Option and make payment, in
                  whole or in part, for the shares of Commons Stock by the
                  delivery of options or other rights to purchase shares of
                  Common Stock, whether such options consist of the Options
                  represented hereby or other options or rights to purchase
                  Common Stock, Optionee shall include with the notice of
                  exercise, in form satisfactory to the Company, such options or
                  rights to purchase Common Stock, valued at the amount by which
                  the market value of the Common Stock subject to such options
                  or other rights as determined in accordance with the
                  provisions of subparagraph (c) above, exceeds the exercise or
                  purchase price provided in such options or rights, provided
                  however, that this Option may only be exercised in this manner
                  upon the express written consent of the Board of Directors of
                  the Company.

      As soon as practicable after receipt by the Company of such notice and of
      payment in full of the option price of the shares of Common Stock with
      respect to which the Option has been exercised (including interest if
      payment is made in installments), a certificate or certificates
      representing such shares of Common Stock having been paid for shall be
      issued in the name of the Optionee, or, if the Optionee shall so request
      in the notice exercising the Option, in the name of the Optionee and
      another person jointly, with right of survivorship, and shall be delivered
      to the Optionee. To the extent required, pursuant to paragraph 13, all
      common stock shall be issued only upon receipt by the Company of the
      Optionee's representation that the shares are purchased for investment and
      not with a view to distribution thereof. If this Option is not exercised
      with respect to all Common Stock subject hereto, Optionee shall be
      entitled to receive a similar Option of like tenor covering the number of
      shares of Common Stock with respect to which this Option shall not have
      been exercised.

      7.    Availability of Shares. During the term of this Option, the Company
            shall at all times keep available the number of shares of Common
            Stock issuable on exercise required to satisfy the Option.

      8.    Limitation on Exercise. If the board of directors of the Company, in
            its sole discretion, shall determine that it is necessary or
            desirable to list, register, or qualify the Common Stock under any
            state of federal law, this Option may not be exercised, in whole or
            part, until such listing, registration, or qualification shall have
            been obtained free of any conditions not acceptable to the board of
            directors.

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      9.    No Right of Employment. Nothing contained in this Option shall be
            construed as conferring any right to continue or remain as a
            director or employee of the Company or its subsidiaries.

      10.   Restriction on Securities. The Option and the Common Stock subject
            to the Option (collectively referred to as the "Securities") are
            subject to registration under the Securities Act of 1933, as amended
            (the "Securities Act") and any applicable state securities statutes.
            Optionee acknowledges that unless a registration statement with
            respect to the Securities is filed and declared effective by the
            Securities and Exchange Commission and the appropriate state
            governing agency, the Securities have or will be issued in reliance
            on specific exemption form such registration requirements for
            transactions by an issuer not involving a public offering and
            specific exemption under state statutes. Any disposition of the
            Securities may, under certain circumstances, be inconsistent with
            such exemptions. The Securities may be offered for sale, sold, or
            otherwise transferred only if (i) registered under the Securities
            Act, and in some cases, under the applicable state securities acts,
            or, if not registered, (ii) only if pursuant to an exemption from
            such registration requirements and only after the Optionee provides
            an opinion of counsel or other evidence satisfactory to the Company
            to the effect that registration is not required. In some states,
            specific conditions must be met or approval of the securities
            regulatory authorities may be required before any such offer or
            sale. The Company is under no obligation to register the Securities
            with the Securities and Exchange Commission or any state agency. If
            rule 144 is available (and no assurance is given that it will be),
            only routine sales of the Common Stock in limited amounts can be
            made after one year following the acquisition date of the
            Securities, as determined under rule 144(d), in accordance with the
            terms and conditions of rule 144. The Company is under no obligation
            to make rule 144 available. In the event rule 144 is not available,
            compliance with Regulation A or some other disclosure exemption may
            be required before the Optionee can sell, transfer or otherwise
            dispose of the Securities without registration. The Company and its
            registrar and transfer agent will maintain a stop transfer order
            against the transfer of the Securities, and this Option and any
            other certificate or agreement representing the Securities is
            subject to the following legend:

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
      ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED
      UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
      AND MAY NOT BE SOLD OR

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      TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

      The Company may refuse to transfer the Securities to any transferee who
      does not furnish in writing to the Company the same representations and
      warranties set forth in this paragraph and agree to the same conditions
      with respect to such Securities as are set forth herein. The Company may
      further refuse to transfer the Securities if certain circumstances are
      present reasonably indicating that the proposed transferee's
      representations are not accurate. In any event, the Company may refuse to
      consent to any transfer in the absence of an opinion of legal counsel,
      satisfactory to and independent of counsel for the Company, that such
      proposed transfer is consistent with the above conditions and applicable
      securities laws.

      11.   Other Limitations and Restrictions. All Options granted hereunder
            are intended to comply with all applicable conditions of Rule 16b-3
            under the Securities and Exchange Act of 1934, as amended ("Rule
            16b-3"). To the extent this Option, provision, or any action taken
            by an administrator fails to so comply and a violation of section
            16(b) of the Securities and Exchange Act of 1934, as amended (the
            "Exchange Act"), would occur as a result thereof, this Option or
            provision thereof shall be deemed null and void to the extent
            permitted by law and deemed advisable by the Board or its duly
            authorized committee. Furthermore, all Options granted hereunder
            shall be deemed to contain such other limitation and restriction as
            are necessary to qualify the Options for the exemption under section
            16(b) of the Exchange Act provided in Rule 16b-3.

      12.   Withholding. The Company is hereby authorized to withhold from any
            transfer of Common Stock pursuant to the exercise of this Option or
            from any compensation or other amount owing to Optionee the amount
            (in cash, Common Stock, or other property) of an applicable
            withholding taxes in respect of the exercise of this Option and to
            take such other action as may be necessary, in the option of the
            Company, to satisfy all obligations for the payment of such taxes.
            Optionee is hereby expressly authorized to elect to satisfy any tax
            withholding obligation that may arise upon exercise of this Option
            by directing the Company to withhold a number of shares of Common
            Stock otherwise deliverable upon such exercise having a value,
            determined in accordance with the provisions of this Option,
            equivalent to the amount of such obligation.

      13.   Validity and Construction. The validity and construction of this
            Option shall be governed by the laws of the State of Nevada.

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      14.   Notice of Disposition. The Optionee shall give notice in writing to
            the Company of any disposition or transfer of this Option, whether
            by gift, sale, exchange, or otherwise.

EXECUTED as of the date first above written.

The Company:                                    COMMUNITY BANK OF NEVADA

                                                By: /s/ EDWARD M JAMISON
                                                    ----------------------------
                                                Duly Authorised Officer

Optionee:
                                                --------------------------------

                                  EXHIBIT "A"

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                                Form of Exercise
                  (TO BE SIGNED ONLY UPON EXERCISE OF OPTION)

TO: COMMUNITY BANK OF NEVADA

      The undersigned, the owner of the attached Option, hereby irrevocable
elects to exercise the purchase rights represented by the Option for, and to
purchase thereunder, ________________ shares of Common Stock of Community Bank
of Nevada. Enclosed is payment in the amount of $_________________________, the
exercise price of the Common Stock to be acquired. Please have the
certificate(s) registered it the name of ___________________________________ and
delivered to ___________________________________________. If this exercise does
not include all of the Common Stock covered by the attached Option, please
deliver a new option of like tenor for the balance of the Common Stock to the
undersigned at the foregoing address.

DATED this _________________ day of______________________, 20_____.

BY:______________________________________________________
   (Signature must be guaranteed by a bank or
   Registered broker-dealer)

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