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                                                                     EXHIBIT 4.1

                                  AMENDMENT TO
                             HERITAGE COMMERCE CORP
                              AMENDED AND RESTATED
                          1994 TANDEM STOCK OPTION PLAN

     Section 5 of the Heritage Commerce Corp Amended and Restated 1994 Tandem
Stock Option Plan (the "Plan") is hereby amended in its entirety as follows:

5.   STOCK SUBJECT TO THE PLAN

          Subject to adjustments as provided in Section 12, hereof, the stock to
be offered under the Plan shall be shares of the Company's authorized but
unissued common stock (hereinafter called "stock") and the aggregate amount of
stock to be delivered upon exercise of all options granted under this Plan shall
not exceed 2,761,260 shares. If any option shall be canceled, surrendered or
expire for any reason without having been exercised in full, the underlying
shares subject thereto shall again be available for purposes of this Plan.

          Except as set forth in this amendment, the Plan remains in full force
and effect.

                                     HERITAGE COMMERCE CORP


                                     By  /s/  Richard L. Conniff
                                         -----------------------

                                     By  /s/  Rebecca Levey
                                         -----------------------