Stock Option Agreement

The Transfer of This Agreement Is


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                                  EXHIBIT 10.1




                             STOCK OPTION AGREEMENT
                        THE TRANSFER OF THIS AGREEMENT IS
                     SUBJECT TO CERTAIN PROVISIONS CONTAINED
                   HEREIN AND TO RESALE RESTRICTIONS UNDER THE
                     SECURITIES ACT OF 1933, AS AMENDED, AND
                        APPLICABLE STATE SECURITIES LAWS


                             STOCK OPTION AGREEMENT


               This Stock Option Agreement, dated as of May 18, 1999 (the
"Agreement"), is made by and between Orange National Bancorp, a California
corporation ("Issuer"), and CVB Financial Corp., a California corporation
("Grantee").

               WHEREAS, Grantee and Issuer have entered into an Agreement and
Plan of Reorganization dated May 18, 1999 (the "Reorganization Agreement"),
providing for, among other things, the merger of Issuer with and into Grantee
(the "Merger"), with Grantee being the surviving corporation; and

               WHEREAS, as a condition and inducement to Grantee's execution of
the Reorganization Agreement, Issuer has agreed to grant to Grantee the Option
(as defined below).

               NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein and in the Reorganization Agreement, and intending to be legally bound
hereby, Issuer and Grantee agree as follows:

        1. Defined Terms. Capitalized terms which are used but not defined
herein shall have the meanings ascribed to such terms in the Reorganization
Agreement. As used in this Agreement, the following terms shall have the
meanings indicated:

                             (a) "Exchange Act" means the Securities Exchange
               Act of 1934, as amended.

                             (b) "Federal Reserve Board" means the Board of
               Governors of the Federal Reserve System.

                             (c) "Holder" means Grantee and, to the extent
               Grantee has assigned its rights and obligations under this
               Agreement as permitted herein, any subsidiary or direct or
               indirect transferee of Grantee.




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                             (d) "Person" shall have the meaning specified in
               Sections 3(a)(9) and 13(d)(3) of the Exchange Act and the rules
               and regulations thereunder.

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

        2. Grant of Option. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to 399,834 shares (the "Option Shares") of Common Stock, no par
value ("Issuer Common Stock"), of Issuer at a purchase price per Option Share of
$ 27.00 (the "Purchase Price"), but in no event shall the number of Option
Shares exceed 19.9% of the issued and outstanding shares of Issuer Common Stock.
The Purchase Price and the number of Option Shares that may be received upon the
exercise of the Option are subject to adjustment as set forth below.

        3. Exercise of Option.

                             (a) The Holder may exercise the Option, in whole or
               in part, at any time and from time to time but only following the
               occurrence of a Purchase Event (as defined below); provided that
               the Option shall terminate and be of no further force and effect
               upon the earliest to occur of (such earliest date the "Expiration
               Date"):

                                           (i) the Effective Time of the Merger;
                             or

                                           (ii) 15 months after the first
                             occurrence of a Purchase Event; or

                                           (iii) 15 months after the termination
                             of the Reorganization Agreement on or following the
                             occurrence of a Preliminary Purchase Event (as
                             defined below) or Purchase Event or a termination
                             by Grantee pursuant to Section 13.1.4 or 13.1.8 of
                             the Reorganization Agreement; or

                                           (iv) termination of the
                             Reorganization Agreement in accordance with the
                             terms thereof prior to the occurrence of a Purchase
                             Event or a Preliminary Purchase Event other than a
                             termination by Grantee pursuant to Section 13.1.4
                             or 13.1.8 of the Reorganization Agreement.

Notwithstanding anything to the contrary contained herein, any purchase of
shares upon exercise of the Option shall be subject to compliance with
applicable law, including, without limitation, the Bank Holding Company Act of
1956, as amended.

                             (b) As used herein, a "Purchase Event" means any of
               the following events:




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                                            (i) The Board of Directors of Issuer
                             shall have approved, or recommended to the Issuer's
                             shareholders that they approve, a proposal received
                             by Issuer from a person (other than Grantee or any
                             subsidiary of Grantee) to effect an Acquisition
                             Transaction (as defined below), Tender Offer (as
                             defined below) or Exchange Offer (as defined
                             below); or

                                            (ii) Issuer, without having received
                             Grantee's prior written consent, shall have entered
                             into an agreement with any person (other than
                             Grantee or any subsidiary of Grantee) to effect an
                             Acquisition Transaction; or

                                            (iii) any person (other than Grantee
                             or any subsidiary of Grantee) shall have acquired
                             beneficial ownership (as such term is defined in
                             Rule 13d-3 promulgated under the Exchange Act) of
                             or the right to acquire beneficial ownership of, or
                             any "group" (as such term is defined under the
                             Exchange Act and the rules and regulations
                             promulgated thereunder) shall have been formed
                             which beneficially owns or has the right to acquire
                             beneficial ownership of twenty percent (20%) or
                             more of the then outstanding shares of Issuer
                             Common Stock.

As used herein, the term "Acquisition Transaction" shall mean (A) a merger,
consolidation or similar transaction involving Issuer or any of its subsidiaries
(other than internal mergers, reorganizations, consolidations or dissolutions
involving only Issuer and/or existing subsidiaries and other than a merger,
consolidation or similar transaction in which the common shareholders of Issuer
immediately prior thereto in the aggregate own at least seventy-five percent
(75%) of the common stock of the surviving or successor corporation immediately
after the consummation thereof), (B) the disposition, by sale, lease, exchange
or otherwise, of twenty (20%) or more of the consolidated assets or deposit
liabilities of Issuer and its subsidiaries, or (C) a purchase or other
acquisition (including by way of merger, consolidation, share exchange or any
similar transaction), other than by Issuer or its subsidiaries, of securities
representing twenty percent (20%) or more of the voting power of Issuer or any
of its subsidiaries.

                             (c) As used herein, a "Preliminary Purchase Event"
               means any of the following events:

                                            (i) any person (other than Grantee
                             or any subsidiary of Grantee) shall have acquired
                             beneficial ownership of, or the right to acquire
                             beneficial ownership of, or any "group" (as defined
                             under the Exchange Act and the rules and
                             regulations thereunder) shall have been formed
                             which beneficially owns or has the right to acquire
                             beneficial ownership of, ten percent (10%) or more
                             of the then outstanding shares of Issuer Common
                             Stock; or

                                            (ii) any person (other than Grantee
                             or any subsidiary of Grantee) shall have commenced
                             (as such term is



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                             defined in Rule 14d-2 under the Exchange Act), or
                             shall have filed a registration statement under the
                             Securities Act with respect to, a tender offer or
                             exchange offer to purchase any shares of Issuer
                             Common Stock such that, upon consummation of such
                             offer, such person would own or control ten percent
                             (10%) or more of the then outstanding shares of
                             Issuer Common Stock (such an offer being referred
                             to herein as a "Tender Offer" or an "Exchange
                             Offer", respectively); or

                                            (iii) Issuer, without having
                             received Grantee's prior written consent, shall
                             have entered into an agreement with any person
                             (other than Grantee or any subsidiary of Grantee)
                             with respect to, or the Board of Directors of
                             Issuer shall have recommended that the shareholders
                             of Issuer approve or accept, a purchase or other
                             acquisition (including by way of merger,
                             consolidation, share exchange or any similar
                             transaction), other than by Issuer or its
                             subsidiaries, representing ten percent (10%) or
                             more of the voting power of Issuer or any of its
                             subsidiaries; or

                                            (iv) any person (other than Grantee
                             or any subsidiary of Grantee) shall have filed an
                             application or notice with the Federal Reserve
                             Board or other federal or state regulatory
                             authority, which application or notice has been
                             accepted for processing, for approval to engage in
                             an Acquisition Transaction; or

                                            (v) the holders of Issuer Common
                             Stock shall not have approved the Reorganization
                             Agreement at the meeting of such shareholders held
                             for the purpose of voting on the Reorganization
                             Agreement, such meeting shall not have been held or
                             shall have been canceled prior to termination of
                             the Reorganization Agreement, or Issuer's Board of
                             Directors shall have withdrawn or modified in a
                             manner adverse to Grantee the recommendation of
                             Issuer's Board of Directors with respect to the
                             Reorganization Agreement, in each case after it
                             shall have been publicly announced that any person
                             (other than Grantee or any subsidiary of Grantee)
                             shall have (A) made or disclosed an intention to
                             make a proposal to engage in an Acquisition
                             Transaction or (B) commenced a Tender Offer or
                             filed a registration statement under the Securities
                             Act with respect to an Exchange Offer.

                             (d) Issuer shall notify Grantee promptly in writing
               of the occurrence of any Purchase Event or Preliminary Purchase
               Event; provided, however, such notice shall not be a condition to
               the right of the Holder to exercise the Option.




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                             (e) In the event Holder wishes to exercise the
               Option, it shall send to Issuer a written notice (dated the date
               on which it is sent to Issuer, which date is referred to as the
               "Notice Date") specifying (i) the total number of Option Shares
               it intends to purchase pursuant to such exercise and (ii) a date
               not earlier than three (3) business days nor later than fifteen
               (15) business days from the Notice Date for the closing (the
               "Closing") of such purchase (the "Closing Date"). The Closing
               shall be held at the Issuer's principal office or at such other
               place as Issuer and Holder may agree. If prior notification to or
               approval of the Federal Reserve Board or any other regulatory
               authority is required as a condition precedent to such purchase,
               then (A) Holder shall promptly file and process the required
               notice or application for approval; (B) Issuer shall cooperate
               with Holder in the filing of the required notice or application
               for approval and the obtaining of any such approval; and (C) the
               Closing Date shall be subject to extension for such period of
               time, not to exceed six (6) months, as may be necessary to permit
               the Holder to submit such filing to, and, if necessary, to obtain
               such approval from, the Federal Reserve Board or other applicable
               regulatory authority; provided, however, that the notice of
               Option exercise and such governmental filing must be made, and
               the Notice Date must be, no later than the date on which the
               Option would otherwise terminate. Any exercise of the Option
               shall be deemed to have occurred on the Notice Date.

            4. Payment and Delivery of Certificates.

                             (a) On each Closing Date, Holder shall (i) pay to
               Issuer, in immediately available funds by wire transfer to a bank
               account designated by Issuer, an amount equal to the Purchase
               Price multiplied by the number of Option Shares to be purchased
               on such Closing Date and (ii) present and surrender this
               Agreement to the Issuer at the address of the Issuer specified in
               Section 12(g) hereof.

                             (b) At each Closing, simultaneously with the
               delivery of immediately available funds and surrender of this
               Agreement as provided in Section 4(a), (i) Issuer shall deliver
               to Holder (A) a certificate or certificates representing the
               Option Shares to be purchased at such Closing, which Option
               Shares shall be free and clear of all liens, claims, charges and
               encumbrances of any kind whatsoever, and (B) if the Option is
               exercised in part only, an executed new agreement with the same
               terms as this Agreement evidencing the right to purchase the
               balance of the shares of Issuer Common Stock purchasable
               hereunder; and (ii) Holder shall deliver to Issuer a letter
               agreeing that Holder shall not offer to sell or otherwise dispose
               of such Option Shares in violation of the provisions of this
               Agreement or applicable state and federal securities laws.

                             (c) Certificates for the Option Shares delivered at
               each Closing shall be endorsed with a restrictive legend which
               shall read substantially as follows:




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               THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
               "ACT") OR QUALIFIED OR REGISTERED UNDER THE SECURITIES LAWS OF
               ANY STATE. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO
               AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNTIL THEY
               HAVE BEEN QUALIFIED OR REGISTERED UNDER APPLICABLE STATE
               SECURITIES LAWS, UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL
               FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO
               THE ISSUER, STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
               REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND
               ANY APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE
               SECURITIES REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO
               RESALE RESTRICTIONS ARISING UNDER THE TERMS OF A STOCK OPTION
               AGREEMENT DATED AS OF MAY 18, 1999, A COPY OF WHICH IS AVAILABLE
               FOR INSPECTION AT THE OFFICE OF THE SECRETARY OF THE ISSUER.

It is understood and agreed that the above legend shall be removed by delivery
of substitute certificate(s) without such legend if Holder shall have delivered
to Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel
in form and substance reasonably satisfactory to Issuer and its counsel, to the
effect that such legend is not required for purposes of the Securities Act or
applicable state securities laws.

        5. Representations and Warranties and Covenants of Issuer. Issuer hereby
represents and warrants to Grantee as follows:

                             (a) Due Authorization. Issuer has all requisite
               corporate power and authority to enter into this Agreement and,
               subject to any approvals referred to herein, to consummate the
               transactions contemplated hereby. The execution and delivery of
               this Agreement and the consummation of the transactions
               contemplated hereby have been duly authorized by all necessary
               corporate action on the part of Issuer. This Agreement has been
               duly executed and delivered by Issuer and constitutes a binding
               agreement of Issuer enforceable against Issuer in accordance with
               its terms, except as the enforceability hereof may be limited by
               bankruptcy, insolvency, moratorium or other similar laws
               affecting the rights of creditors generally or by equitable
               principles, whether such enforcement is sought in law or equity.

                             (b) Authorized Stock. Issuer has taken all
               necessary corporate action to authorize and reserve and to permit
               it to issue, and, at all times from the date hereof until the
               obligation to deliver Issuer Common Stock upon the exercise of
               the Option terminates, will have reserved for issuance, upon
               exercise of the




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               Option, shares of Issuer Common Stock necessary for Holder to
               exercise the Option, and Issuer will take all necessary corporate
               action to authorize and reserve for issuance all additional
               shares of Issuer Common Stock or other securities which may be
               issued pursuant to Section 7 upon exercise of the Option. The
               shares of Issuer Common Stock to be issued upon due exercise of
               the Option, including all additional shares of Issuer Common
               Stock or other securities which may be issuable pursuant to
               Section 7, upon issuance pursuant hereto, shall be duly and
               validly issued, fully paid and nonassessable, and shall be
               delivered free and clear of all liens, claims, charges and
               encumbrances of any kind or nature whatsoever, including any
               preemptive rights of any stockholder of Issuer.

                             (c) No Conflict The execution and delivery by
               Issuer of this Agreement and the consummation of the transactions
               contemplated hereby do not and will not violate or conflict with
               Issuer's Articles of Incorporation or Bylaws, or any statute,
               regulation, judgment, order, writ, decree or injunction
               applicable to Issuer (other than as may be effected by Grantee's
               ownership of Issuer Common Stock exceeding certain limits set
               forth by statute or regulation) or its properties or assets and
               do not and will not violate, conflict with, result in a breach
               of, constitute a default (or an event which with due notice
               and/or lapse of time would constitute a default) under, result in
               a termination of, accelerate the performance required by, or
               result in the creation of any lien, pledge, security interest,
               charge or other encumbrance upon any of the properties or assets
               of Issuer under the terms, conditions or provisions of any note,
               bond, mortgage, indenture, deed of trust, or loan agreement or
               other agreement, instrument or obligation to which Issuer is a
               party, or by which Issuer or any of its properties or assets may
               be bound or affected.

                             (d) Observance of Covenants. Issuer agrees that it
               will not, by amendment of its Articles of Incorporation or
               through reorganization, consolidation, merger, dissolution or
               sale of assets, or by any other voluntary act, avoid, or seek to
               avoid the observance or performance of any of the covenants,
               stipulations or conditions to be observed or performed hereunder
               by Issuer.

                             (e) Compliance. Issuer shall promptly take all
               action as may from time to time be required (including, complying
               with all premerger notification, reporting and waiting period
               requirements of any federal or state regulatory authority, as
               necessary, before the Option may be exercised, and cooperating
               fully with Holder in preparing such applications or notices and
               providing such information to the Federal Reserve Board, the
               Office of the Comptroller of the Currency, the Federal Deposit
               Insurance Corporation, the Department of Financial Institutions
               or any other regulatory authority as they may require) in order
               to permit Grantee to exercise the Option and Issuer duly and
               effectively to issue shares of Common Stock pursuant hereto, and
               to protect the rights of Grantee against dilution.

        6. Representations and Warranties of Grantee. Grantee hereby represents
and warrants to Issuer that:




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                      Purchase Not for Distribution. This Option is not being,
                      and any Option Shares or other securities acquired by
                      Grantee upon exercise of the Option will not be, acquired
                      with a view to the public distribution thereof and will
                      not be transferred or otherwise disposed of except in a
                      transaction registered or exempt from registration under
                      the Securities Act and applicable state securities laws.

            7. Adjustment Upon Changes in Capitalization, etc.

                             (a) In the event of any change in Issuer Common
               Stock by reason of a stock dividend, stock split, split-up,
               recapitalization, combination, exchange of shares or similar
               transaction, the type and number of shares or securities subject
               to the Option, and the Purchase Price therefor, shall be adjusted
               appropriately, and proper provision shall be made in the
               documentation pertaining to such transaction so that Holder shall
               receive, upon exercise of the Option, the number and class of
               shares or other securities or property that Holder would have
               received in respect of Issuer Common Stock if the Option had been
               exercised immediately prior to such event, or the record date
               therefor, as applicable. If any additional shares of Issuer
               Common Stock are issued after the date of this Agreement (whether
               upon exercise of stock options or otherwise but excluding any
               issuance pursuant to an event described in the first sentence of
               this Section 7(a)), the number of shares of Issuer Common Stock
               subject to the Option shall be adjusted so that, after such
               issuance, such number of shares, together with any shares of
               Issuer Common Stock previously issued pursuant hereto, equals
               nineteen and nine-tenths percent (19.9%) of the number of shares
               of Issuer Common Stock then issued and outstanding, without
               giving effect to any shares subject to or issued pursuant to the
               Option (with any fractional share being rounded up to the next
               full share). Issuer agrees that in no event shall the number of
               shares of Issuer Common Stock issued after the date of this
               Agreement pursuant to the preceding sentence, together with the
               number of shares of Issuer Common Stock subject to the Option,
               adjusted as aforesaid, exceed the number of available authorized
               but unissued and unreserved shares of Issuer Common Stock.
               Nothing contained in this Section 7(a) or elsewhere in this
               Agreement shall be deemed to authorize Issuer to issue shares in
               breach of any provision of the Reorganization Agreement.

                             (b) In the event that Issuer shall, prior to the
               occurrence of an event set forth in Section 3(a) terminating the
               Holder's right to exercise the Option, enter into an agreement
               (i) to consolidate with or merge into any person, other than
               Grantee or one of its subsidiaries, and shall not be the
               continuing or surviving corporation of such consolidation or
               merger, (ii) to permit any person, other than Grantee or one of
               its subsidiaries, to merge into Issuer and Issuer shall be the
               continuing or surviving corporation, but, in connection with such
               merger, the then outstanding shares of Issuer Common Stock shall
               be changed into or exchanged for stock or other securities of
               Issuer or any other person or cash or any other property or the
               outstanding shares of Issuer Common Stock immediately prior to
               such merger shall after such merger represent less than fifty




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               percent (50%) of the outstanding shares and share equivalents of
               the merged company, or (iii) to sell or otherwise transfer all or
               substantially all of its consolidated assets or deposit
               liabilities to any person other than Grantee or one of its
               subsidiaries, then, and in each such case, the agreement
               governing such transaction shall make proper provisions so that
               the Option shall, upon the consummation of any such transaction
               and upon the terms and conditions set forth herein, be converted
               into, or exchanged for, an option (the "Substitute Option"), at
               the, election of Grantee, of either (A) the Acquiring Corporation
               (as defined below), (B) any person that controls the Acquiring
               Corporation, (such person being referred to as the "Substitute
               Option Issuer"), or (C) in the case of a merger described in
               clause (ii), Issuer.

                             (c) The Substitute Option shall have the same terms
               as the Option, provided that if the terms of the Substitute
               Option cannot, for legal reasons, be the same as the Option, such
               terms shall be as similar as possible and in no event less
               advantageous to Grantee. The Substitute Option Issuer shall also
               enter into an agreement with the then holder or holders of the
               Substitute Option in substantially the same form as this
               Agreement (after giving effect for such purposes to the
               provisions of this Agreement), which shall be applicable to the
               Substitute Option.

                             (d) The Substitute Option shall be exercisable for
               such number of shares of the Substitute Common Stock (as is
               hereinafter defined) as is equal to the Assigned Value (as is
               hereinafter defined) multiplied by the number of shares of the
               Issuer Common Stock for which the Option was theretofore
               exercisable, divided by the Average Price (as is hereinafter
               defined). The exercise price of the Substitute Option per share
               of the Substitute Common Stock (the "Substitute Purchase Price")
               shall then be equal to the Purchase Price multiplied by a
               fraction in which the numerator is the number of shares of the
               Issuer Common Stock for which the Option was theretofore
               exercisable and the denominator is the number of shares of the
               Substitute Common Stock for which the Substitute Option is
               exercisable.

                             (e) As used herein, the following terms have the
               meanings indicated:

                                            (i) "Acquiring Corporation" shall
                             mean (A) the continuing or surviving corporation of
                             a consolidation or merger with Issuer (if other
                             than Issuer), (B) Issuer in a merger in which
                             Issuer is the continuing or surviving person, and
                             (C) the transferee of all or any substantial part
                             of the Issuer's assets (or the assets of its
                             subsidiaries).

                                            (ii) "Substitute Common Stock" shall
                             mean the common stock issued by the Substitute
                             Option Issuer upon exercise of the Substitute
                             Option.




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                                            (iii) "Assigned Value" shall mean
                             the highest of (A) the price per share of the
                             Issuer Common Stock at which a Tender Offer or
                             Exchange Offer therefor has been made by any person
                             (other than Grantee or a subsidiary of Grantee),
                             (B) the price per share of the Issuer Common Stock
                             to be paid by any person (other than Grantee or a
                             subsidiary of Grantee) pursuant to an agreement
                             with Issuer, and (C) the highest closing price per
                             share of Issuer Common Stock as quoted on the
                             Nasdaq National Market (or if Common Stock is not
                             quoted on the Nasdaq National Market, the highest
                             bid price per share on any day as quoted on the
                             principal trading market or securities exchange on
                             which such shares are traded as reported by a
                             recognized source chosen by Grantee and reasonably
                             acceptable to Issuer) within the six-month period
                             immediately preceding the agreement governing the
                             transaction described in Section 7(b) which gave
                             rise to the Substitute Option; provided, however,
                             that in the event of a sale of less than all of
                             Issuer's consolidated assets or deposit
                             liabilities, the Assigned Value shall be the sum of
                             the price paid in such sale for such assets or
                             deposit liabilities and the current market value of
                             the remaining consolidated net assets of Issuer as
                             determined by a nationally recognized investment
                             banking firm selected by the Holder (or by a
                             majority in interest of the Holders if there shall
                             be more than one Holder (a "Holder Majority")) and
                             reasonably acceptable to Issuer, divided by the
                             number of shares of the Issuer Common Stock
                             outstanding at the time of such sale. In the event
                             that an exchange offer is made for the Issuer
                             Common Stock or an agreement is entered into for a
                             merger or consolidation involving consideration
                             other than cash, the value of the securities or
                             other property issuable or deliverable in exchange
                             for the Issuer Common Stock shall be determined by
                             a nationally recognized investment banking firm
                             selected by Holder (or a Holder Majority) and
                             reasonably acceptable to Issuer.

                                            (iv) "Average Price" shall mean the
                             average closing price of the Substitute Common
                             Stock for the one year immediately preceding the
                             effective date of the consolidation, merger or sale
                             in question, but in no event higher than the
                             closing price of the shares of the Substitute
                             Common Stock on the day preceding such
                             consolidation, merger or sale; provided that if
                             Issuer is the issuer of the Substitute Option, the
                             Average Price shall be computed with respect to a
                             share of common stock issued by Issuer, the person
                             merging into Issuer or by any company which
                             controls or is controlled by such merging person,
                             as Holder may elect.

                             (f) In no event, pursuant to any of the foregoing
               paragraphs, shall the Substitute Option be exercisable for more
               than nineteen and nine-tenths



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               percent (19.9%) of the aggregate of the shares of the Substitute
               Common Stock outstanding prior to exercise of the Substitute
               Option (with any fractional share being rounded up to the next
               full share). In the event that the Substitute Option would be
               exercisable for more than 19.9% of the aggregate of the shares of
               the Substitute Common Stock but for this clause (f), the
               Substitute Option Issuer shall make a cash payment to Grantee
               equal to the excess of (i) the value of the Substitute Option
               without giving effect to the limitation in this clause (f) over
               (ii) the value of the Substitute Option after giving effect to
               the limitation in this clause (f). The difference in value shall
               be determined by a nationally recognized investment banking firm
               selected by Grantee and reasonably acceptable to the Substitute
               Option Issuer, whose determination shall be conclusive and
               binding on the parties.

                             (g) Issuer shall not enter into any transaction
               described in subsection (b) of this Section 7 unless the
               Acquiring Corporation and any person that controls the Acquiring
               Corporation assume in writing all the obligations of Issuer
               hereunder and take all other actions that may be necessary so
               that the provisions of this Section 7 are given full force and
               effect (including, without limitation, any action that may be
               necessary so that the shares of Substitute Common Stock are in no
               way distinguishable from or have lesser economic value than other
               shares of common stock issued by the Substitute Option Issuer).

                             (h) At the written request of Holder delivered to
               the Substitute Option Issuer prior to the occurrence of an event
               set forth in Section 3(a) above terminating the Substitute
               Option, the Substitute Option Issuer shall repurchase from Holder
               (i) the Substitute Option and/or (ii) all Substitute Common Stock
               theretofore purchased by Holder pursuant hereto with respect to
               which Holder then has beneficial ownership. The date on which
               Holder exercises its rights under this Section 7(h) is referred
               to as the "Substitute Option Request Date." Such repurchase shall
               be at an aggregate price (the "Substitute Option Repurchase
               Consideration") equal to the sum of (A) the excess, if any, of
               (1) the Highest Closing Price (as defined below) for each share
               of Substitute Common Stock over (2) the Substitute Purchase Price
               per share of Substitute Common Stock, multiplied by the number of
               shares of Substitute Common Stock for which the Substitute Option
               may then be exercised and as to which Holder has exercised its
               repurchase right hereunder, plus (B) the Highest Closing Price
               for each share of Substitute Common Stock, multiplied by the
               number of shares of Substitute Common Stock previously acquired
               by Holder upon exercise of the Option or Substitute Option and as
               to which Holder has exercised its repurchase right hereunder. The
               term "Highest Closing Price" shall mean the highest closing price
               per share of Substitute Common Stock on the Nasdaq National
               Market (or, if Substitute Common Stock is not quoted on the
               Nasdaq National Market, the highest bid price per share on any
               day as quoted on the principal trading market or securities
               exchange on which such shares are traded as reported by a
               recognized source chosen by Grantee and reasonably acceptable to
               Issuer) or, if such shares are not traded in a trading market or
               listed on an exchange, as quoted by the brokerage firms acting as
               market makers for the Substitute Common Stock prior




   12

               to the trading or listing of the Substitute Common Stock on any
               national securities exchange and thereafter as reported by the
               principal trading market or securities exchange on which such
               shares are traded, during the sixty (60) business days preceding
               the Substitute Option Request Date.

                             (i) The provisions of Sections 8(b), 8(c), 11 and
               12 shall apply, with appropriate adjustments, to any securities
               for which the Option becomes exercisable pursuant to this Section
               7 and as applicable, references in such sections to "Issuer",
               "Option", "Purchase Price", "Issuer Common Stock", "Repurchase
               Consideration", and "Request Date" shall be deemed to be
               references to "Substitute Option Issuer", "Substitute Option",
               "Substitute Purchase Price", "Substitute Common Stock",
               "Substitute Option Repurchase Consideration", and "Substitute
               Option Request Date", respectively.

            8. Repurchase at the Option of Grantee.

                             (a) At any time after the first occurrence of a
               Repurchase Event (as defined in Section 8(e) below), at the
               written request of Holder delivered to Issuer prior to the
               occurrence of an event set forth in Section 3(a) above
               terminating the Option, Issuer shall repurchase from Holder (i)
               the Option and (ii) all Option Shares theretofore purchased by
               Holder pursuant hereto with respect to which Holder then has
               beneficial ownership. The date on which Holder exercises its
               rights under this Section 8 is referred to as the "Request Date."
               Such repurchase shall be at an aggregate price (the "Repurchase
               Consideration") equal to the sum of:

                                            (i) the aggregate Purchase Price
                             paid by Holder for any Option Shares acquired
                             pursuant to the Option with respect to which Holder
                             then has beneficial ownership;

                                            (ii) the excess, if any, of (A) the
                             Applicable Price (as defined below) for each Option
                             Share over (B) the Purchase Price per Option Share
                             (subject to adjustment pursuant to Section 7(a)),
                             multiplied by the number of Option Shares with
                             respect to which the Option has not been exercised;
                             and

                                            (iii) the excess, if any, of the
                             Applicable Price over the Purchase Price (subject
                             to adjustment pursuant to Section 7(a)) paid (or,
                             in the case of Option Shares with respect to which
                             the Option has been exercised but the Closing Date
                             has not occurred, payable) by Holder for each
                             Option Share with respect to which the Option has
                             been exercised and with respect to which Holder
                             then has beneficial ownership, multiplied by the
                             number of such shares.

                             (b) If Holder exercises its rights under this
               Section 8, Issuer shall, within ten (10) business days after the
               Request Date, pay the Repurchase



   13

               Consideration to Holder in immediately available funds, and
               Holder shall surrender to Issuer the Option and the certificates
               evidencing the Option Shares purchased thereunder with respect to
               which Holder then has beneficial ownership and has designated to
               be repurchased, and Holder shall warrant that it has sole record
               and beneficial ownership of such shares and that the same are
               then free and clear of all liens, claims, charges and
               encumbrances of any kind whatsoever.

                             (c) Notwithstanding the provisions hereof to the
               contrary, to the extent that Issuer is prohibited under
               applicable law, regulation or administrative policy from
               repurchasing all or any portion of the Option or Option Shares,
               then (i) Issuer shall promptly give notice of such fact to
               Holder; (ii) Issuer shall, from time to time subject to the last
               sentence of this Section 8(c), deliver to Holder that portion of
               the Repurchase Consideration that it is not then so prohibited
               from paying; (iii) at Holder's request, Issuer shall promptly
               file any required notice or application for approval and
               expeditiously process the same. After Holder's receipt of such
               notice from Issuer, Issuer shall not be in breach of its
               repurchase obligation hereunder to the extent it is or remains,
               despite reasonable efforts to obtain any required approvals,
               legally prohibited from repurchasing the Option or Option Shares.
               Holder shall have the right (A) to revoke its request for
               repurchase with respect to the portion of the Option or Option
               Shares that Issuer is prohibited from repurchasing, (B) to
               require Issuer to deliver to Holder the Option and/or Option
               Shares Issuer is prohibited from repurchasing, and (C) to
               exercise the Option as to the number of Option Shares for which
               the Option was exercisable at the Request Date less the number of
               such Option Shares in respect of which the Repurchase
               Consideration has been lawfully paid. Notwithstanding anything
               herein to the contrary, Issuer shall not be obligated to
               repurchase all or any part of the Option or Option Shares
               pursuant to more than one written request from Holder, except
               that Issuer shall be obligated to repurchase, pursuant to more
               than one written request, any Option or Option Shares in the
               event that Holder (1) has revoked its request for repurchase in
               accordance with the provisions of this Section 8 prior to the
               occurrence of an event set forth in Section 3(a) terminating the
               Holder's right to exercise the Option and (2) has delivered,
               prior to such event, a new written notice requesting a
               repurchase. If an event set forth in Section 3(a) terminating the
               Holder's right to exercise the Option occurs prior to, or is
               scheduled to occur within, sixty (60) days after the date of the
               notice by Issuer described in clause 8(c)(i) above, then,
               notwithstanding the occurrence of such terminating event, Holder
               shall have the right to receive the Repurchase Consideration to
               the extent Issuer is or becomes, within a sixty (60) day period
               from the date of such notice by Issuer, legally permitted to
               repurchase. Except as set forth in the preceding sentence,
               Holder's repurchase rights under this Agreement shall terminate
               concurrently with the termination of Holder's right to exercise
               the Option, pursuant to Section 3(a).

                             (d) For purposes of this Agreement, the "Applicable
               Price" means the highest of (i) the highest price per share of
               Issuer Common Stock paid for any such share by the person or
               groups described in Section 8(e)(i), (ii) the price per share of
               Issuer Common Stock received by holders of Issuer Common




   14

               Stock in connection with any merger or other business combination
               transaction described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii),
               or (iii) the highest bid price per share of Issuer Common Stock
               on the Nasdaq National Market or other principal trading market
               or securities exchange on which such shares are traded as
               reported by a recognized source selected by Holder during the
               sixty (60) business days preceding the Request Date; provided,
               however, that in the event of a sale of less than all of Issuer's
               assets, the Applicable Price shall be the sum of the price paid
               in such sale for such assets or deposit liabilities and the
               current market value of the remaining consolidated net assets of
               Issuer as determined by a nationally recognized investment
               banking firm selected by Holder (or the Holder Majority) and
               reasonably acceptable to Issuer, divided by the number of shares
               of the Issuer Common Stock outstanding at the time of such sale.
               If the consideration to be offered, paid or received pursuant to
               either of the foregoing clauses (i) or (ii) shall be other than
               in cash, the value of such consideration shall be determined in
               good faith by an independent nationally recognized investment
               banking firm selected by Holder (or the Holder Majority) and
               reasonably acceptable to Issuer, which determination shall be
               conclusive for all purposes of this Agreement.

                             (e) As used herein, a "Repurchase Event" shall
               occur if (i) any person (other than Grantee or any subsidiary of
               Grantee) shall have acquired beneficial ownership of (as such
               term is defined in Rule 13d-3 promulgated under the Exchange Act)
               or the right to acquire beneficial ownership of, or any "group"
               (as such term is defined under the Exchange Act and the rules and
               regulations promulgated thereunder) shall have been formed which
               beneficially owns, or has the right to acquire beneficial
               ownership of, fifty percent (50%) or more of the then outstanding
               shares of Issuer Common Stock or (ii) any of the transactions
               described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) shall be
               consummated.

            9. Registration Rights.

                             (a) Demand Registration Rights. Issuer shall,
               subject to the conditions of Section 9(c) below, if requested by
               any Holder, including Grantee and any permitted transferee
               ("Selling Shareholder"), after exercise of the Option and prior
               to an Expiration Date, expeditiously prepare and file, a
               registration statement under the Securities Act if such
               registration is necessary in order to permit the sale or other
               disposition of any or all shares of Issuer Common Stock or other
               securities that have been acquired by or are issuable to the
               Selling Shareholder upon exercise of the Option in accordance
               with the intended method of sale or other disposition stated by
               the Selling Shareholder in such request, including without
               limitation a "shelf" registration statement under Rule 415 under
               the Securities Act or any successor provision, and Issuer shall
               use its best efforts to qualify such shares or other securities
               for sale under any applicable state securities laws.

                             (b) Additional Registration Rights. If Issuer at
               any time after the exercise of the Option proposes to register
               any shares of Issuer Common Stock under the Securities Act in
               connection with an underwritten public offering




   15

               of such Issuer Common Stock, Issuer will promptly give written
               notice to the Holders of its intention to do so and, upon the
               written request of any Holder given within thirty (30) days after
               receipt of any such notice (which request shall specify the
               number of shares of Issuer Common intended to be included in such
               underwritten public offering by the Holder), Issuer will cause
               all such shares for which a Holder requests participation in such
               registration, to be so registered and included in such
               underwritten public offering; provided, however, that Issuer may
               elect to not cause any such shares to be so registered (i) if the
               underwriters in good faith object for valid business reasons, or
               (ii) in the case of a registration solely to implement an
               employee benefit plan or a registration filed on Form S-4 of the
               Securities Act or any successor form, provided, further, however,
               that such election pursuant to (i) may be only made one time. If
               some but not all the shares of Issuer Common Stock, with respect
               to which Issuer shall have received requests for registration
               pursuant to this Section 9(b), shall be excluded from such
               registration, Issuer shall make appropriate allocation of shares
               to be registered among the Holders desiring to register their
               shares pro rata in the proportion that the number of shares
               requested to be registered by each such Holder bears to the total
               number of shares requested to be registered by all such Holders
               then desiring to have Issuer Common Stock registered for sale.

                             (c) Conditions to Required Registration. Issuer
               shall use all reasonable efforts to cause each registration
               statement referred to in Section 9(a) above to become effective
               and to obtain all consents or waivers of other parties which are
               required therefor and to keep such registration statement
               effective; provided, however, that Issuer may delay any
               registration of Option Shares required pursuant to Section 9(a)
               above for a period not exceeding 90 days if Issuer determines, in
               the good faith exercise of its reasonable business judgment, that
               such registration and offering could adversely effect or
               interfere with bona fide financing plans of Issuer or would
               require disclosure of information, the premature disclosure of
               which could adversely affect Issuer or any transaction under
               active consideration by Issuer. Notwithstanding anything to the
               contrary stated herein, Issuer shall not be required to register
               Option Shares under the Securities Act pursuant to Section 9(a)
               above:

                                            (i) on more than one occasion during
                             any calendar year;

                                            (ii) within 90 days after the
                             effective date of a registration referred to in
                             Section 9(b) above pursuant to which the Holders
                             concerned were afforded the opportunity to register
                             or qualify such shares under the Securities Act and
                             such shares were registered or qualified as
                             requested, and

                                            (iii) unless a request therefor is
                             made to Issuer by Holders that hold at least 25% or
                             more of the aggregate number of Option Shares
                             (including shares of Issuer Common Stock issuable
                             upon exercise of the Option) then outstanding.




   16

In addition to the foregoing, Issuer shall not be required to maintain the
effectiveness of any registration statement after the expiration of nine (9)
months from the effective date of such registration statement. Issuer shall use
all reasonable efforts to make any filings, and take all steps, under all
applicable state securities laws to the extent necessary to permit the sale or
other disposition of the Option Shares so registered in accordance with the
intended method of distribution for such shares; provided, however, that Issuer
shall not be required to consent to the general jurisdiction or qualify to do
business in any state where it is not otherwise required to so consent to such
jurisdiction or to so qualify to do business.

                             (d) Expenses. Except where applicable state law
               prohibits such payments, Issuer will pay the costs of such
               registration or qualification expenses, including without
               limitation registration fees, qualification fees, blue sky fees
               and expenses, Issuer's legal expenses, costs of special audits or
               "cold comfort" letters, expenses of underwriters, excluding
               discounts and commissions, and the reasonable fees and expenses
               of any necessary special experts in connection with each
               registration pursuant to Section 9(a) or (b) above (including the
               related offerings and sales by holders of Option Shares) and all
               other qualifications, notifications, or exemptions pursuant to
               Section 9(a) or 9(b) above.

                             (e) Indemnification. In connection with any
               registration under Section 9(a) or 9(b) above, Issuer hereby
               indemnifies the Selling Shareholders, and each underwriter
               thereof, including each person, if any, who controls such holder
               or underwriter within the meaning of Section 15 of the Securities
               Act, against all expenses, losses, claims, damages and
               liabilities caused by any untrue, or alleged untrue, statement of
               a material fact contained in any registration statement or
               prospectus or notification or offering circular (including any
               amendments or supplements thereto) or any preliminary prospectus,
               or caused by any omission, or alleged omission, to state therein
               a material fact required to be stated therein or necessary to
               make the statements therein not misleading, except insofar as
               such expenses, losses, claims, damages or liabilities of such
               indemnified party are caused by any untrue statement or alleged
               untrue statement that was included by Issuer in any such
               registration statement or prospectus or notification or offering
               circular (including any amendments or supplements thereto) in
               reliance upon, and in conformity with, information furnished in
               writing to Issuer by such indemnified party or any underwriter
               expressly for use therein, and Issuer and each officer, director
               and controlling person of Issuer shall be indemnified by such
               Selling Shareholders, or by such underwriter, as the case may be,
               for all such expenses, losses, claims, damages and liabilities
               caused by any untrue, or alleged untrue, statement, that was
               included by Issuer in any such registration statement or
               prospectus or notification or offering circular (including any
               amendments or supplements thereto) in reliance upon, and in
               conformity with, information furnished in writing to Issuer by
               such holder or such underwriter, as the case may be, expressly
               for such use.

        Promptly upon receipt by a party indemnified under this Section 9(e) of
notice of the commencement of any action against such indemnified party in
respect of which indemnity or reimbursement may be sought against any
indemnifying party under this Section 9(e), such



   17

indemnified party shall notify the indemnifying party in writing of the
commencement of such action, but the failure so to notify the indemnifying party
shall not relieve it of any liability which it may otherwise have to any
indemnified party under this Section 9(e). In case notice of commencement of any
such action shall be given to the indemnifying party as above provided, the
indemnifying party shall be entitled to participate in and, to the extent it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense of such action at its own expense, with counsel chosen by it and
satisfactory to such indemnified party. The indemnified party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel (other than
reasonable costs of investigation) shall be paid by the indemnified party unless
(i) the indemnifying party either agrees to pay the same, (ii) the indemnifying
party fails to assume the defense of such action with counsel reasonably
satisfactory to the indemnified party, or (iii) the indemnified party has been
advised by counsel that one or more legal defenses may be available to the
indemnified party that may be contrary to the interest of the indemnifying
party. No indemnifying party shall be liable for any settlement entered into
without its consent, which consent may not be unreasonably withheld.

        If the indemnification provided for in this Section 9(e) is unavailable
to a party otherwise entitled to be indemnified in respect of any expenses,
losses, claims, damages or liabilities referred to herein, then the indemnifying
party, in lieu of indemnifying such party otherwise entitled to be indemnified,
shall contribute to the amount paid or payable by such party to be indemnified
as a result of such expenses, losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative benefits received by
Issuer, the Selling Shareholders and the underwriters from the offering of the
securities and also the relative fault of Issuer, the Selling Shareholders and
the underwriters in connection with the statements or omissions which resulted
in such expenses, losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The amount paid or payable by a party as a
result of the expenses, losses, claims, damages and liabilities referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any action
or claim, provided, however, that in no case shall any Selling Shareholder be
responsible, in the aggregate, for any amount in excess of the net offering
proceeds attributable to its Option Shares included in the offering. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. Any obligation by any holder to
indemnify shall be several and not joint with other holders.

        In connection with any registration pursuant to Section 9(a) or 9(b)
above, Issuer and each Selling Shareholder (other than Grantee) shall enter into
an agreement containing the indemnification provisions of this Section 9(e).

                             (f) Miscellaneous Reporting. Issuer shall comply
               with all reporting requirements and will do all such other things
               as may be necessary to permit the expeditious sale at any time of
               any Option Shares by the Selling Shareholders thereof in
               accordance with and to the extent permitted by any rule or
               regulation promulgated by the SEC from time to time. Issuer shall
               at its expense provide the Selling Shareholders with any
               information necessary in connection with the completion and
               filing of any reports or forms required to be filed by them




   18

               under the Securities Act or the Exchange Act, or required
               pursuant to any state securities laws or the rules of any stock
               exchange.

           10. Listing. If Issuer Common Stock or any other securities to be
acquired upon exercise of the Option are not then authorized for quotation on
the Nasdaq National Market or any securities exchange, Issuer, upon the request
of Holder, will promptly file an application to authorize for quotation the
shares of Issuer Common Stock or other securities to be acquired upon exercise
of the Option on the Nasdaq National Market and will use its best efforts to
obtain approval of such listing as soon as practicable.

           11. Division of Option. This Agreement (and the Option granted
hereby) are exchangeable, without expense, at the option of Holder, upon
presentation and surrender of this Agreement at the principal office of Issuer
for other agreements providing for other options of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Issuer Common Stock purchasable hereunder. The terms "other
agreements" and "other options" as used in the preceding sentence mean any other
agreements and related options for which this Agreement (and the Option granted
hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date. Any such new Agreement executed and delivered shall constitute
an additional contractual obligation on the part of Issuer, whether or not the
Agreement so lost, stolen, destroyed or mutilated shall at any time be
enforceable by anyone.

           12. Limitation on Total Profit and Notional Total Profit.

                             (a) Notwithstanding anything to the contrary
               contained herein, in no event shall Grantee's Total Profit (as
               defined below in Section 12(c) hereof) exceed $3.2 million and,
               if it otherwise would exceed such amount, Grantee, at its sole
               election, shall either (i) reduce the number of shares of Issuer
               common stock subject to the Option, (ii) pay cash to Issuer, or
               (iii) any combination thereof, so that Grantee's actually
               realized Total Profit shall not exceed $3.2 million after taking
               into account the foregoing actions.

                             (b) Notwithstanding anything to the contrary
               contained herein, the Option may not be exercised for a number of
               shares as would, as of the date of exercise, result in a Notional
               Total Profit (as defined below in Section 12(d) hereof) of more
               than $3.2 million; provided, that nothing in this sentence shall
               restrict any exercise of the Option permitted hereby on any
               subsequent date on which the Notional Total Profit would be less
               than $3.2 million..

                             (c) As used herein, the term "Total Profit" shall
               mean the aggregate amount (before taxes) of the following: (i)
               the amount received by Grantee pursuant to Issuer's repurchase of
               the Option (or any portion thereof) pursuant to Section 8 hereof,
               (ii) (x) the amount received by Grantee or any affiliate of
               Grantee pursuant to Issuer's repurchase of Option Shares pursuant
               to



   19

               Section 8 hereof, less (y) Grantee's or any affiliate of
               Grantee's purchase price for such Option Shares, (iii) (x) the
               net cash amounts received by Grantee or any affiliate of Grantee
               pursuant to the sale of Option Shares (or any other securities
               into which such Option Shares shall be converted or exchanged) to
               any unaffiliated party, less (y) Grantee's or any affiliate of
               Grantee's purchase price of such Option Shares, and (iv) any
               equivalent amounts with respect to the Substitute Option.

                             (d) As used herein, the term "Notional Total
               Profit" with respect to any number of shares as to which Grantee
               or any affiliate of Grantee may propose to exercise the Option
               shall be the Total Profit determined as of the date of such
               proposed exercise assuming that the Option were exercised on such
               date for such number of shares and assuming that such shares,
               together with all other Option Shares held by Grantee or any
               affiliate of Grantee as of such date, were sold for cash at the
               closing market price for the Issuer Common Stock as of the close
               of business on the preceding trading day (less customary
               brokerage commissions).

                             (e) Grantee agrees, promptly following any exercise
               of all or any portion of the Option, and subject to its rights
               under Section 8 hereof, to use and cause any wholly owned
               Subsidiary of Grantee to use commercially reasonable efforts
               promptly to maximize the value of Option Shares purchased taking
               into account market conditions, the number of Option Shares, the
               potential negative impact of substantial sales on the market
               price for Issuer Common stock, and the availability of an
               effective registration statement to permit public sale of Option
               Shares.

           13. Miscellaneous.

                             (a) Expenses. Except as otherwise provided in
               Section 9, each of the parties hereto and any Holder shall bear
               and pay all costs and expenses incurred by it or on its behalf in
               connection with the transactions contemplated hereunder,
               including, without limitation, fees and expenses of its own
               financial consultants, investment bankers, accountants and
               counsel.

                             (b) Waiver and Amendment. Any provision of this
               Agreement may be waived at any time by the party that is entitled
               to the benefits of such provision. This Agreement may not be
               modified, amended, altered or supplemented except upon the
               execution and delivery of a written agreement executed by the
               parties hereto.

                             (c) Entire Agreement; No Third-Party Beneficiary.
               This Agreement, together with the Reorganization Agreement and
               the other documents and instruments referred to herein and
               therein (i) constitutes the entire agreement and supersedes all
               prior agreements and understandings, both written and oral,
               between the parties with respect to the subject matter hereof and
               (ii) is not intended to confer upon any person other than the
               parties hereto, and their




   20

               respective successors and assigns, any rights or remedies
               hereunder, except as expressly provided in this Agreement.

                             (d) Severability. If any term, provision, covenant
               or restriction of this Agreement is held by a court or a federal
               or state regulatory authority of competent jurisdiction to be
               invalid, void or unenforceable, such invalid, void or
               unenforceable term, provision, covenant or restriction shall, if
               it is so susceptible, be deemed modified to the minimum extent
               necessary to render the same valid and enforceable and, in all
               events, the remainder of the terms, provisions, covenants and
               restrictions of this Agreement shall remain in full force and
               effect and shall in no way be affected, impaired or invalidated.
               Without limiting the foregoing, if for any reason such court or
               regulatory authority determines that Holder may not legally
               acquire, or Issuer may not legally repurchase, the full number of
               shares of Issuer Common Stock as provided in Sections 3 and 8 (as
               adjusted pursuant to Section 7), it is the express intention of
               Issuer to allow Holder to acquire or to require Issuer to
               repurchase the maximum number of shares as may be legally
               permissible without any amendment or modification hereof.

                             (e) Governing Law. This Agreement shall be governed
               and construed in accordance with the laws of the State of
               California without regard to any applicable conflicts of law
               rules.

                             (f) Descriptive Headings. The descriptive headings
               contained herein are for convenience of reference only and shall
               not affect in any way the meaning or interpretation of this
               Agreement.

                             (g) Notices. All notices, requests, claims, demands
               and other communications under this Agreement shall be in writing
               and shall be given (and shall be deemed to have been duly
               received if so given) by personal delivery, by telecopy (provided
               that copy is concurrently sent by first class U.S. mail, postage
               prepaid), or by mail (registered or certified mail, postage
               prepaid, return receipt requested) to the parties as follows:

               If to Issuer:        Orange National Bancorp
                                    1201 E. Katella Avenue
                                    Orange, California 92867
                                    Attn:  Kenneth Cosgrove, President
                                    Fax No.: (714) 289-2310

               With a copy to:      Brobeck, Phleger & Harrison, LLP
                                    One Market Plaza
                                    San Francisco, California 94105
                                    Attn: J. Michael Shepherd
                                    Fax No.: (415) 442-1010




   21

               If to Grantee:       CVB Financial Corp.
                                    701 N. Haven Avenue
                                    Ontario, California 91423
                                    Attn:  D. Linn Wiley, President
                                    Fax No.: (909) 481-2130

               With a copy to:      Manatt, Phelps & Phillips
                                    11355 West Olympic Boulevard
                                    Los Angeles, California 90064
                                    Attn:  William T. Quicksilver
                                    Fax No.: (310) 312-4224

or to such other address as a party may have furnished to the others in writing
in accordance with this paragraph, except that notices of change of address
shall only be effective upon receipt. Any notice, demand or other communication
given pursuant to the provisions of this Section 11(g) shall be deemed to have
been given on the date actually delivered or on the third day following the date
mailed, whichever first occurs.

                             (h) Counterparts. This Agreement and any amendments
               hereto may be executed in two counterparts, each of which shall
               be considered one and the same agreement and shall become
               effective when both counterparts have been signed, it being
               understood that both parties need not sign the same counterpart.

                             (i) Assignment. Neither this Agreement nor any of
               the rights, interests or obligations hereunder or under the
               Option shall be assigned by any of the parties hereto without the
               prior written consent of the other party, except that Grantee may
               assign this Agreement to a wholly-owned subsidiary of Grantee and
               at any time after a Purchase Event occurs, Holder may assign or
               transfer its rights and obligations hereunder, in whole or in
               part, to any Person or Persons, subject to compliance with
               applicable laws. In order to effectuate the foregoing, Grantee
               shall be entitled to surrender this Agreement to Issuer in
               exchange for two or more Agreements entitling the holders thereof
               to purchase in the aggregate the same number of shares of Common
               Stock as may be purchasable hereunder. Subject to the preceding
               sentence, this Agreement shall be binding upon, inure to the
               benefit of, and be enforceable by the parties and their
               respective successors and permitted assigns.

                             (j) Further Assurances. In the event of any
               exercise of the Option by Holder, Issuer and Holder shall execute
               and deliver all other documents and instruments and take all
               other action that may be reasonably necessary in order to
               consummate the transactions provided for by such exercise.

                             (k) Specific Performance. The parties hereto agree
               that this Agreement may be enforced by either party through
               specific performance, injunctive relief and other equitable
               relief. Both parties further agree to waive any requirement for
               the securing or posting of any bond in connection with the
               obtaining of any such equitable relief and that this provision is
               without prejudice



   22

               to any other rights that the parties hereto may have for any
               failure to perform this Agreement.

               IN WITNESS WHEREOF, Issuer and Grantee have caused this Stock
Option Agreement to be signed by their respective officers thereunto duly
authorized, all as of the day and year first written above.



CVB FINANCIAL CORP.                          ORANGE NATIONAL BANCORP



By  /s/ D. Linn Wiley                        By  /s/ Kenneth Cosgrove
   ------------------------------               ------------------------------
    D. Linn Wiley                                Kenneth Cosgrove
    President                                    President