EXHIBIT 10.6


                   FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
                             1997 STOCK OPTION PLAN


         1.    Purposes of the Plan. The purposes of the First National Bank of
Northern California 1997 Stock Option Plan are to attract and retain the best
available personnel for positions of substantial responsibility and to provide
additional incentive to the key Officers and Directors of First National Bank of
Northern California and its Affiliates (hereinafter collectively referred to as
the "Bank") by encouraging them to acquire a proprietary interest in the Bank,
and, in general, to promote the success of the Bank's business.

         Options granted hereunder to Officers may be either Incentive Stock
Options or Nonstatutory Stock Options, at the discretion of the Committee and as
reflected in the terms of the particular option agreements. Options granted
hereunder to Nonemployee Directors may be Nonstatutory Stock Options only.

         2.    Definitions. As used herein, the following definitions shall
apply:

               (a)    "Affiliates" shall mean any parent corporation or bank, or
subsidiary corporation or bank, as defined in Sections 424(e) and (f),
respectively, of the Code.

               (b)    "Board of Directors" shall mean the Board of Directors of
First National Bank of Northern California, as constituted from time to time.

               (c)    "Code" shall mean the Internal Revenue Code of 1986, as
amended.

               (d)    "Committee" shall mean the Board of Directors and any
committee(s) appointed by the Board of Directors in accordance with paragraphs
(a) and (b) of Section 4 of the Plan, except where otherwise expressly provided
or where the context requires otherwise.

               (e)    "Common Stock" shall mean shares of the Bank's Common
Stock, par value $1.25 per share.

               (f)    "Bank" shall mean First National Bank of Northern
California and its Affiliates.

               (g)    "Director" shall mean a member of the Board of Directors.

               (h)    "Incentive Stock Option" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

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               (i)    "Nonemployee Director" shall mean a Director who is not
also an employee of the Bank, and who meets the definition of "nonemployee
director" as stipulated in Rule 16b-3 of the Securities and Exchange Commission
(the "SEC"), promulgated under Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as said Rule 16b-3 may be amended from
time to time and as interpreted by the SEC ("Rule 16b-3").

               (j)    "Nonstatutory Stock Option" shall mean an Option not
intended to qualify as an Incentive Stock Option within the meaning of Section
422 of the Code.

               (k)    "Officer" shall mean any person employed by the Bank or
any Affiliate of the Bank as an officer, including an employee of the Bank who
is also a Director. The payment of a director's fee by the Bank or any of its
Affiliates shall not alone be sufficient to constitute "employment" by the Bank
or any of its Affiliates.

               (l)    "Option" shall mean a stock option granted pursuant to the
Plan.

               (m)    "Optioned Stock" shall mean the Common Stock subject to an
Option.

               (n)    "Optionee" shall mean an Officer or Director who receives
an Option.

               (o)    "Plan" shall mean the First National Bank of Northern
California 1997 Stock Option Plan.

               (p)    "Share" shall mean a share of Common Stock, as adjusted in
accordance with Section 10 of the Plan.

         3.    Stock Subject to the Plan. Subject to the provisions of Section
10 of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 200,000 Shares. If an Option should expire, terminate, or
become unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant under the Plan. Any Shares
which are withheld by the Bank upon exercise of an Option at the direction of an
Optionee or which are delivered by an Optionee to pay the exercise price of an
Option, as permitted by Section 6(c), shall become available for future grant
under the Plan to Officers who are not subject to Section 16 of the Exchange
Act.

         4.    Administration of the Plan. The following provisions shall govern
the administration of the Plan:

               (a)    Subject to paragraph (b) below, the Plan shall be
administered by the Board of Directors or by one or more committees of the Board
of Directors duly appointed for this purpose by the Board of Directors. Once
appointed, a committee shall administer the Plan on behalf of the Board of
Directors, subject to such terms and conditions as the Board of Directors may

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prescribe and shall continue to serve until otherwise directed by the Board of
Directors. Subject to the foregoing, from time to time the Board of Directors
may increase the size of the committee and appoint new members to the committee,
remove members of the committee, and fill vacancies however caused. The Board of
Directors may designate a Chairman and Vice-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)    Discretionary grants of Options to Officers and Directors,
including Nonemployee Directors, may be made by, and all discretion with respect
to the material terms of such Options may be exercised by, either (i) the Board
of Directors or (ii) a duly appointed committee of the Board of Directors
composed solely of three (3) or more Nonemployee Directors having full authority
to act in the matter.

               (c)    The Bank 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 5 hereof for selection as
participants in the Plan and which persons are considered to be "employees" for
purposes of 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, 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 judgment of the
Committee, so as to provide for or conform such Option to any change in any law,
regulation, ruling or interpretation applicable thereto; (vi) determine the fair
market value of Common Stock used by an Optionee to exercise Options pursuant to
Section 7(c) hereof; (vii) to accelerate or defer (with the consent of the
Optionee) the exercise date of any Option, consistent with the provisions of
Section 6; (viii) to cancel Options outstanding under the Plan with the consent
of the affected Optionee and to issue replacement Options therefor; provided
however, that if the exercise price of such replacement Options is lower than
the exercise price of the Options which were canceled in exchange therefor, then
such replacement Options shall not become exercisable unless and until
shareholder approval of such replacement Options is obtained within twelve (12)
months of the date of grant of such options, such shareholder approval to
consist of the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) or in

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such other manner as may be required by law, (ix) to amend or modify any Option
outstanding under the Plan with the consent of the affected Optionee; and (x) to
make all other determinations deemed necessary or advisable for administering
the Plan. The Committee's determination on the foregoing matters shall be
conclusive.

         5.    Eligibility.
               ------------

               (a)    Options may be granted to Officers and Directors and an
Officer or Director who has been granted an Option may, if he or she is
otherwise eligible, be granted an additional Option or Options. Officers shall
be eligible for the grant of Incentive Stock Options and Nonstatutory Stock
Options. Nonemployee Directors shall be eligible for the grant of Nonstatutory
Stock Options only.

               (b)    No Incentive Stock Option may be granted to an Officer
which, when aggregated with all other Incentive Stock Options granted to such
Officer by the Bank or any of its Affiliates, would result in Shares having an
aggregate fair market value (determined for each Share as of the date of grant
of the Option covering such Share) in excess of $100,000 becoming first
available for purchase upon exercise of one or more Incentive Stock Options
during any calendar year. Any excess amount which may be granted shall be
treated as a Nonstatutory Stock Option to the extent of such excess.

               (c)    Section 5(b) of the Plan shall apply only to an Incentive
Stock Option evidenced by an "Incentive Stock Option Agreement" which sets forth
the intention of the Bank and the Optionee that such Option shall qualify as an
Incentive Stock Option. Section 5(b) of the Plan shall not apply to an Option
evidenced by a "Nonstatutory Stock Option Agreement" which sets forth the
intention of the Company and the Optionee that such Option shall be a
Nonstatutory Stock Option.

               (d)    The Plan shall not confer upon any Officer Optionee any
right with respect to continuation of employment with the Bank nor any of its
Affiliates, nor shall it interfere in any way with his or her right or the right
of the Bank or its Affiliates to terminate his or her employment at any time.

         6.    Term of Option. The term of each Option granted to an Officer or
Director shall be up to ten (10) years from the date of grant thereof or such
shorter term as may be determined by the Committee and as provided in the Option
agreement. However, in the case of an Incentive Stock Option granted to an
Optionee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the Bank
or any of its Affiliates, the term of the Option shall be five (5) years from
the date of grant thereof or such shorter time as may be provided in the Option
agreement.

         7.    Exercise Price and Consideration.
               ---------------------------------

               (a)    The purchase price for the Shares to be issued pursuant to
the exercise of an Option shall be determined by the Committee; provided,
however, that the exercise price of a Nonstatutory Stock Option shall not be

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less than one hundred percent (100%) of the fair market value of the Shares
subject thereto on the date the Nonstatutory Stock Option is granted and the
exercise price of an Incentive Stock Option shall not be less than one hundred
percent (100%) of the fair market value of the Shares on the date the Incentive
Stock Option is granted; and further provided, however, that no Incentive Stock
Option shall be granted to an Optionee who, at the time of the grant of such
Option, owns securities representing more than ten percent (10%) of the voting
power of all classes of stock of the Bank or any of its Affiliates, at a per
Share exercise price less than one hundred ten percent 110%) of the fair market
value per Share on the date of grant.

               (b)    For the purpose of determining the exercise price of an
Option, fair market value per Share shall be determined by the Committee in the
good faith exercise of its discretion in accordance with any reasonable
valuation method, including the valuation methods described in Treasury
Regulation Section 20.2031-2; provided, however, that where there is a public
market for the Common Stock, the Committee shall consider, as evidence of fair
market value, the mean of the bid and asked prices (or the closing price if
listed on a stock exchange or the National Association of Securities Dealers
Automated Quotation ("NASDAQ") National Market System) of the Common Stock for
the date of grant, as reported in the Wall Street Journal (or, if not so
reported, as otherwise reported by NASDAQ or the National Quotation Bureau). If
such information is not available for the date of grant, then such information
for the last preceding date for which such information is available shall be
considered as evidence of fair market value.

               (c)    The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Committee and may consist entirely of (i) cash, (ii) check (bank,
cashier's or certified), (iii) other Shares of Common Stock (held for the
requisite period necessary to avoid a charge to the Bank's reported earnings)
having a fair market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised, (iv)
delivery of an election to the Bank to withhold a sufficient number of Shares
from the Shares otherwise due upon exercise of the Option having an aggregate
fair market value on the date of exercise equal to the exercise price, (v) by
any combination of such methods of payment, or (vi) any other consideration and
method of payment for the issuance of Shares permitted under applicable law. In
addition, full payment for the purchased Shares may be effected through a
broker-dealer sale and remittance procedure pursuant to which the Optionee (i)
shall provide irrevocable written instructions to a designated brokerage firm to
effect the immediate sale of the purchased Shares and remit to the Bank, out of
the sale proceeds available on the settlement date, sufficient funds to cover
the aggregate exercise price payable for the purchased Shares plus all
applicable federal, state and local income and employment taxes required to be
withheld by the Bank by reason of such purchase and (ii) shall provide written
directives to the Bank to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction. An
Optionee's election to deliver Shares or to have the Bank withhold Shares from
the Shares otherwise due upon exercise of the Option to satisfy the exercise
price is subject to approval by the Committee and must be made in accordance
with rules and procedures established by the Committee, including the time
within which such an election must be made.

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         8.    Exercise of Option.
               -------------------

               (a)    Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Committee. The vesting of any Option shall be
determined by the Committee in its sole discretion provided , however, that each
Option shall vest at the rate of at least 20 percent per year over the five
years from the date such Option is granted. An Option may not be exercised for
less than ten (10) Shares or for a fraction of a Share.

         An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Bank in accordance with the terms of the Option
by the person entitled to exercise the Option and full payment for the Shares
with respect to which the Option is exercised has been received by the Bank.
Full payment may, as authorized by the Committee, consist of any consideration
and method of payment allowable under Section 6(c) of the Plan. Until the
issuance (as evidenced by the appropriate entry on the books of the Bank or of a
duly authorized transfer agent of the Bank) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10 of the Plan.

               (b)    Termination of Employment or Officer Status. Unless the
Committee determines otherwise, upon the termination of an Officer Optionee's
status as an employee, including the termination of the status as an employee of
an Officer who is also a Director, his or her rights to exercise an Option then
held shall be only as follows:

                      (i)    Termination of Status as an Employee For Any Reason
         Other Than Cause. If an Officer ceases to serve as an employee for any
         reason other than Cause (as such term is defined below), Disability or
         Death, he or she may, within three (3) months after the date he or she
         ceases to be an employee of the Bank or any of its Affiliates, exercise
         his or her Option to the extent that he or she was entitled to exercise
         it at the date of such termination, provided the date of exercise is in
         no event after the expiration of the term of the Option. To the extent
         that he or she was not entitled to exercise the Option at the date of
         such termination, or if he or she does not exercise such Option (which
         he or she was entitled to exercise) within the time specified herein,
         the Option shall terminate.

                      (ii)   Termination of Status as an Employee For Cause. If
         an Officer is determined by the Board of Directors to have committed an
         act of embezzlement, fraud, dishonesty, breach of fiduciary duty to the
         Bank, or to have deliberately disregarded the rules of the Bank which
         resulted in loss, damage or injury to the Bank, or if an Officer
         Optionee makes any unauthorized disclosure of any of the secrets or
         confidential information of the Bank, induces any client or customer of

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         the Bank to break any contract with the Bank or induces any principal
         for whom the Bank acts as agent to terminate such agency relations, or
         engages in any conduct which constitutes unfair competition with the
         Bank, or if an Officer Optionee is removed from any office of the Bank
         by any bank regulatory agency, his or her Options shall terminate on
         the date of termination of his or her employment for Cause. In making
         such determination, the Board of Directors shall act fairly and shall
         give the Officer Optionee an opportunity to appear and be heard at a
         hearing before the Board of Directors and present evidence on the
         Officer Optionee's behalf. For the purpose of this Section 7(c),
         termination of employment shall be deemed to occur when the Bank
         dispatches notice or advice to the Officer Optionee that the Officer
         Optionee's employment is terminated and not at the time of the Officer
         Optionee's receipt thereof, whether or not after termination of
         employment, the Officer Optionee may receive payment from the Bank 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. As used in this Section 7(c), the term
         "Bank" also includes any Affiliates of the Bank.

                      (iii)  Disability of Officer Optionee. In the event an
         Officer is unable to continue his or her employment with the Bank or
         any of its Affiliates as a result of his or her total and permanent
         disability (as defined in Section 22(e)(3) of the Code), he or she may,
         within twelve (12) months following the date of termination, exercise
         his or her Option to the extent he or she was entitled to exercise it
         at the date of such termination; provided the date of exercise is in no
         event after the expiration of the term of the Option. To the extent
         that he or she was not entitled to exercise the Option at the date of
         termination, or if he or she does not exercise such Option (which he or
         she was entitled to exercise) within the time specified herein, the
         Option shall terminate.

                      (iv)   Death of Officer Optionee. In the event of the
         death of an Officer Optionee while such Optionee is an employee of the
         Bank or any of its Affiliates, or during the three-month period
         referred to in Section 7(b)(i) hereof, the Option may be exercised at
         any time within twelve (12) months following the date of death, by the
         Officer Optionee's estate or by a person who acquired the right to
         exercise the Option by bequest or inheritance, but only to the extent
         of the right to exercise that had accrued at the date of death and
         provided that the date of exercise is in no event after the date of
         expiration of the Option.

                      (v)    Termination of Nonemployee Director Status. Unless
         the Committee determines otherwise, upon the termination of a
         Nonemployee Director Optionee's status as a member of the Board of
         Directors, his or her rights to exercise an Option then held shall be
         only as follows:

                      (vi)   Death or Disability. If a Nonemployee Director
         Optionee's tenure on the Board is terminated by death or disability,
         such Optionee or such Optionee's qualified representative (in the event
         of such Optionee's mental disability) or such Optionee's estate (in the

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         event of such 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.

                      (vii)  Other Reasons. If a Nonemployee Director Optionee's
         tenure on the Board is terminated for any reason other than those
         mentioned above under "Death or Disability," the Optionee may, within
         three (3) months following such termination, exercise the Option to the
         extent such Option was exercisable by the Optionee on the date of such
         termination: provided the date of exercise is in no event after the
         expiration of the term of the Option.

         9.    Non-Transferability of Options. Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee; provided, however, that
Nonstatutory Stock Options may be transferred pursuant to a "qualified domestic
relations order," and may be exercised by the transferee of such a transfer, to
the extent allowed under Rule 16b-3, as it may be amended from time to time, or
any successor rule.

         10.   Tax Withholding. Where the Bank deems that it is appropriate to
withhold taxes relating to the exercise of any Option, the Committee may, in its
discretion, require that such taxes be paid in a manner satisfactory to the
Bank. The Bank may require the payment of such taxes before Shares of the Bank's
Common Stock deliverable pursuant to such exercise are transferred to the
Optionee.

         11.   Adjustments Upon Changes in Capitalization. Subject to any
required action by the shareholders of the Bank, the number of shares of Common
Stock covered by each outstanding Option, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Bank; provided, however, that conversion of any
convertible securities of the Bank shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board of
Directors, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Bank of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.

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         12.   Dissolution, Merger or Similar Event; Acceleration. Upon
consummation of a plan of dissolution or liquidation of the Bank, or upon
consummation of a plan of reorganization, merger or consolidation of the Bank
with one or more banks or corporations as a result of which the Bank is not the
surviving entity, or upon the sale of all or substantially all the assets of the
Bank to another bank or corporation, the Plan shall automatically terminate and
all Options theretofore granted shall be terminated, unless provision is made in
connection with such transaction for assumption of Options theretofore granted,
or substitution for such Options with new stock options or rights covering stock
of a successor bank or corporation, or a parent or subsidiary corporation
thereof, solely at the discretion of such successor bank or corporation, or
parent or subsidiary corporation, with appropriate adjustments as to number and
kind of shares and prices.

         Notwithstanding any provisions in any Option agreement pertaining to
the time of exercise of an Option, or part thereof, upon adoption by the
requisite holders of the outstanding shares of Common Stock of any plan of
dissolution, liquidation, reorganization, merger, consolidation or sale of all
or substantially all of the assets of the Bank to another bank or corporation
which would, upon consummation, result in termination of an Option as described
above, all outstanding Options shall become immediately exercisable as to all
unexercised Optioned Stock for such period of time as may be determined by the
Committee, but in any event not more than fifteen (15) days, on the condition
that the terminating event described above is consummated. If such terminating
event is not consummated, Options granted pursuant to the Plan shall be
exercisable in accordance with their respective terms as in existence prior to
acceleration, except with respect to any Option exercised within the period of
accelerated exercisability.

         13.   Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Bank as described in Section 16 of the Plan. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 13 of the Plan.

         14.   Amendment and Termination of the Plan.
               --------------------------------------

               (a)    The Board of Directors may amend or terminate the Plan
from time to time in such respects as the Board of Directors may deem advisable.
The Bank shall (only to the extent required, and in the manner required, by the
Code and Rule 16b-3, as amended from time to time, or by any successor rule or
other applicable law or regulation) obtain shareholder approval of any amendment
to the Plan which would (i) materially increase the benefits accruing to
participants under the Plan, (ii) materially increase the number of Shares which
may be issued under the Plan; or (iii) materially modify the requirements as to
eligibility for participation in the Plan.

               (b)    Except as provided in Section 11 of the Plan, any such
amendment or termination of the Plan shall not affect Options already granted

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and such Options shall remain in full force and effect as if this Plan had not
been amended or terminated, unless mutually agreed otherwise between the
Optionee and the Bank, which agreement must be in writing and signed by the
Optionee and the Bank.

         15.   Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless and until the exercise of such
Option and the issuance and delivery of such Shares pursuant thereto shall
comply with all the then applicable requirements of all regulatory agencies
having jurisdiction, and the requirements of any stock exchange or inter-dealer
quotation system upon which the Shares may then be listed, and shall be further
subject to the approval of legal counsel for the Bank with respect to such
compliance.

         16.   Reservation of Shares. The Bank, during the term of this Plan,
shall take all necessary action, and if required, submit such action for
shareholder approval, to reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan. Inability of the
Bank to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Bank's legal counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Bank of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

         17.   Shareholder Approval of the Plan. Continuance of the Plan shall
be subject to approval by the shareholders of the Bank within twelve (12) months
after the date the Plan is adopted by the Board of Directors. Such shareholder
approval shall consist of approval by the affirmative votes of the holders of a
majority of the securities of the Bank present, or represented, and entitled to
vote at a meeting duly held in accordance with applicable law, or by the written
consent of the holders of a majority of the outstanding securities of the Bank
entitled to vote.

         18.   Severability. If any provision of this Plan as applied to any
person or to any circumstance shall be adjudged by a court of competent
jurisdiction to be void, invalid, or unenforceable, the same shall in no way
affect any other provision hereof, the application of any such provision in any
other circumstances, or the validity or enforceability hereof.

         19.   Construction. Where the context or construction requires, all
words applied in the plural herein shall be deemed to have been used in the
singular and vice versa, and the masculine gender shall include the feminine and
the neuter and vice versa.

         20.   Headings. The headings of the several paragraphs herein are
inserted solely for convenience of reference and are not intended to form a part
of and are not intended to govern, limit or aid in the construction of any term
or provision hereof.

         21.   Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of California.

         22.   Conflict. In the event of any conflict between the terms and
provisions of this Plan, and any other document, agreement or instrument,

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including, without meaning any limitation, any written Option agreement, the
terms and provision of this Plan shall control.

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